TOTAL S.A. Annual Report 2018

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FY2018 Annual Report · TOTAL S.A.

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REGISTRATION
DOCUMENT 2018
INCLUDING THE ANNUAL FINANCIAL REPORT

CONTENTS

Certiﬁcation of the person responsible
for the Registration Document

1 Presentation of the Group –

Integrated report

1.1 Presentation of the Group and its governance
1.2 An ambition that goes hand in hand with

........

sustainable growth: “become the responsible
energy major”

..........................................................

1.3 Advantages that allow the Group to stand out

in a changing energy world

...................................

1.4 Strong results driven by strong hydrocarbon

production growth and discipline on spend

..........

1.5 Strong commitments that benefit sustainable

growth

..................................................................

1.6 An organizational structure to support the

Group’s ambition

..................................................

2 Business overview for

ﬁscal year 2018

2.1 Exploration & Production segment
2.2 Gas, Renewables & Power segment
2.3 Refining & Chemicals segment
2.4 Marketing & Services segment
2.5
2.6 Research & Development
2.7 Property, plant and equipment

Investments

32
51
56
62
68
70
72

3 Risks and control

5 Non-ﬁnancial performance

177

Introduction
5.1
5.2 Business model
5.3 Social challenges
5.4 Personal health and safety challenges
5.5 Environmental challenges
5.6 Climate change- related challenges
5.7 Actions in support of human rights
5.8 Fighting corruption and tax evasion
5.9 Societal challenges
5.10 Contractors and suppliers
5.11 Reporting scopes and method
5.12 Independent third party’s report

........................................................
..................................................
................................................
................
...................................
.....................
.....................
....................
.............................................
..................................
...........................
..........................

179
180
181
189
192
198
205
208
210
215
218
221

225

6 TOTAL and its shareholders

6.1 Listing details
6.2 Dividend
6.3 Share buybacks
6.4 Shareholders
6.5
6.6

......................................................
.............................................................
..................................................
......................................................
....................
................................................

Information for foreign shareholders
Investor relations

226
229
232
235
238
239

7 General information

7.1 Share capital
7.2 Articles of incorporation and bylaws;

.....................................................

241

.242

3.1 Risk Factors
3.2 Legal and arbitration proceedings
3.3

.........................................................
.........................

Internal control and risk management
procedures
Insurance and risk management

...........................................................
...........................
.......................................................

3.4
3.5 Vigilance Plan

74
85

86
92
93

other information

................................................

244

7.3 Historical financial information and additional

information

.........................................................

247

8 Consolidated Financial Statements

8.1 Statutory auditors' report on the Consolidated

249

4 Report on corporate

governance

111

4.1 Administration and management bodies
4.2 Statement regarding corporate governance
4.3 Compensation for the administration and

.............
........

112
145

management bodies

...........................................

145

4.4 Additional information about corporate

governance

........................................................

169

4.5 Statutory auditors’ report on related party

agreements and commitments

...........................

173

Financial Statements

..........................................
.....................

250
254

8.2 Consolidated statement of income
8.3 Consolidated statement of comprehensive

income

...............................................................
...............................
..................

8.4 Consolidated balance sheet
8.5 Consolidated statement of cash flow
8.6 Consolidated statement of changes in

255
256
257

shareholders’ equity

258
8.7 Notes to the Consolidated Financial Statements 259

...........................................
...

9 Supplemental oil and gas

information (unaudited)

9.1 Oil and gas information pursuant to

361

FASB Accounting Standards Codification 932

....
................................................

9.2 Other information
9.3 Report on the payments made to

362
378

governments (Article L. 225- 102- 3 of the
French Commercial Code)

..................................

380

10 Statutory ﬁnancial statements and

other ﬁnancial information
of TOTAL S.A.

397

10.1 Statutory auditors’ report on the financial

statements

.........................................................

398

10.2 Statutory financial statements of TOTAL S.A.

as parent company

10.3 Notes to the Statutory Financial Statements
10.4 Other financial information concerning the

.............................................
.......

401
405

parent company

.................................................

419

Glossary
Cross- reference lists

423
429

REGISTRATION DOCUMENT
2018
INCLUDING THE ANNUAL FINANCIAL REPORT

This translation is a non binding translation into English of the Chairman and Chief Executive Officer’s certification issued in French
and is provided solely for the convenience of English-speaking readers.

“I certify, after having taken all reasonable measures to this purpose and to the best of my knowledge, that the information
contained in this Document de référence (Registration Document) is in accordance with the facts and makes no omission likely to
affect its import.

I certify, to the best of my knowledge, that the Statutory and Consolidated Financial Statements of TOTAL S.A. (the Company) have
been prepared in accordance with applicable accounting standards and give a fair view of the assets, liabilities, financial position
and results of the Company and of all the entities included in the consolidation, and that the rapport de gestion (management
report) of the Board of Directors as referenced in the cross reference list included on page 432 of this Document de référence
(Registration Document) presents a fair view of the development and performance of the business and financial position of the
Company and of all the entities included in the consolidation and describes the main risks and uncertainties they are exposed to.

I have received a completion letter from the statutory auditors in which they state that they have audited the information related to
the financial situation and the financial statements included in this Document de référence (Registration Document), as well as read
this Document de référence (Registration Document) in its entirety.”

On March 20, 2019

Patrick Pouyanné

Chairman and Chief Executive Officer

This version cancels and replaces the version of the Registration Document, filed on March 20, 2019 with the French
Financial Markets Authority (Autorité des marchés financiers) in accordance with Article 212- 13 of its general regulation.
The changes between these two versions consist of (i) the deletion of the last line of page 160 (chapter 4, section 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 Registration Document 2018 – chapter 9, points 9.1.8. and
9.1.9). The remainder of the Registration Document 2018 remains unchanged. It may be used to support a financial operation
only if supplemented by a transaction note approved by the French Financial Markets Authority. This document was prepared
by the issuer and is binding for its signatories.

Registration Document 2018 TOTAL

TOTAL Registration Document 2018

PRESENTATION OF THE GROUP –
INTEGRATED REPORT

1.1

Presentation of the Group and its governance

1.1.1 A major energy player underpinned by stable governance

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.1.2 The Group in a few figures

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.2.2 A clear strategy for sustainable growth

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.3

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

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.3.2 Employees committed to better energy

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.3.3 The strength of the Group’s integrated business model

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.4

Strong results driven by strong hydrocarbon production growth
and discipline on spend

1.4.1 2018 results

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.4.2 Liquidity and capital resources

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.4.3 Trends and outlook

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.4.4 Significant changes

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.5

Strong commitments that beneﬁt sustainable growth

1.5.1 Committed R&D

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.5.2 A targeted investment policy

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.5.3 A continuous improvement dynamic

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.6.2 An operational structure

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Registration Document 2018 TOTAL

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
in more than 130 countries on 5 continents, is a major energy player (1)
that produces and markets fuels, natural gas and low- carbon
electricity.

The Group’s activities include the exploration and production of oil
and gas, refining, petrochemicals and the distribution of energy in
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

Energy, an essential resource, accompanies the development of
society. In view of the major challenges of today’s world, energy
producers have a key role to play.

Thanks to the support provided by its governance and a diverse
shareholder base, the Group is able to support its collective ambition
to become the responsible energy major.

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
shares, based on the survey of identifiable holders of bearer shares
conducted on that date.

Institutional shareholders 87.6%

Group employees(a) 4.8%

Individual shareholders

7.6%

France 26.6%

Rest of Europe 19.2%

United Kingdom 13.2%

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.

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

directors

Lead
Independent
Director

director
representing
employee
shareholders

director
representing
employees

90%

independent
directors (a)

nationalities
represented

45.5%

women (b)

54.5%

men (b)

5.2 years

average
seniority of
the Board

average age
of directors

(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
and supervises their implementation. It approves investment and
divestment operations when they concern amounts that exceed 3%
of the Group’s equity and examines all matters related to the proper
running of the Company. It monitors the management of both financial
and non- financial matters and ensures the quality of information
provided to shareholders and to financial markets.

The Board of Directors relies on the work of four Committees that it
has constituted: the Audit Committee, the Governance and Ethics
Committee, the Compensation Committee and the Strategy & CSR
Committee.

Composed as of March 13, 2019, of 12 directors, including
9 independent members, the Board of Directors reflects diversity
and complementarity of experience, expertise, nationalities and
cultures necessary to take account of the interests of all the Group’s
shareholders and stakeholders.

Since December 2015, Mr. Patrick Pouyanné has held the position
of Chairman and Chief Executive Officer of TOTAL S.A. His term of
office having been renewed at the General Shareholders’ Meeting on
June 1, 2018 for a three- year period, the Board of Directors has
reappointed Mr. Pouyanné as Chairman and Chief Executive Officer
for an equal period to that of his mandate as a director. The decision
to uphold the combined functions of Chairman of the Board of
Directors and Chief Executive Officer was made following work
undertaken by the Governance and Ethics Committee, in the interest
of the Company and in compliance with the traditions of the Group.
The Board of Directors deemed that the unified Management Form
was most appropriate to the Group’s organization, modus operandi
and business, and to the specificities of the oil and gas sector. In its
decision, the Board in particular noted the advantage of having unified

management in strategic negotiations with States and the Group’s
partners. The Board of Directors regularly examines whether maintaining
the unified Management Form remains appropriate.

Attentive to the concerns of investors and stakeholders, the Board of
Directors pays specific attention to the balance of power within the
Group. Consequently, every year, the Board examines desirable
changes to its composition to ensure it is maintaining a high level of
independence and the full involvement of the directors in the work of
the Board and of the Committees. It was also for these reasons that
the Board of Directors, at its meeting on December 16, 2015,
amended the provisions of its Rules of Procedure to provide for the
appointment of a Lead Independent Director in case of the combination
of the positions of Chairman of the Board of Directors and Chief
Executive Officer. The Lead Independent Director’s duties, resources
and rights are described in the Rules of Procedure of the Board of
Directors. Aside from these duties, the Chairman and Chief Executive
Officer and the Lead Independent Director strive to maintain permanent
contact on any important matter concerning the running of the
Company.

Since 2016, the Lead Independent Director has organized executive
sessions with the independent directors so that they may discuss
the Group’s strategic challenges and working practices. The directors
are also in regular contact with the members of the Group’s
management team, whether members of the Executive Committee
during Board Meetings or operational managers during Group site
visits. These interactions between directors and managers enable the
directors to gain a practical understanding of the Group’s activities.

The balance of power within the Company’s bodies is thereby
ensured by a stable and structured governance.

Registration Document 2018 TOTAL

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

Personal information

Experience

Position on the Board

Participation
in Board
Committees

Age Gender

Nationality

Patrick Pouyanné
Chairman and
Chief Executive Officer

Patrick Artus

Patricia Barbizet
Lead Independent Director

Marie- Christine Coisne- Roquette 62

Mark Cutifani

Maria van der Hoeven

Anne- Marie Idrac

Gérard Lamarche

Jean Lemierre

Renata Perycz
Director representing
employee shareholders

55 F

Christine Renaud
Director representing employees

Number
of shares

127,617

1,000

1,050

4,472

2,000

1,000

1,250

3,064

1,042

549

Number of
directorships
held at listed
corporations (a)

Indepen-
dence

Initial
date of
appointment

Term of
ofce
expires

Length of
service
on the
Board

2015

2021

2009

2021

2008

2020

2011

2020

2017

2020

2016

2019

2012

2021

2012

2019

2016

2019

n/a

2016

2019

200

n/a

2017

2020

Carlos Tavares

1,000

2017

2020

(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

Audit Committee

4 members

Governance and
Ethics Committee

4 members

Compensation
Committee

5 members

Strategy & CSR Audit
Committee

6 members

100% independent

100% independent (a)

80% independent (a)

Marie- Christine Coisne- Roquette*

Patricia Barbizet*

Patrick Artus

Mark Cutifani

Gérard Lamarche*

Patricia Barbizet

Patrick Pouyanné*

Patrick Artus

Maria van der Hoeven

Anne- Marie Idrac

Marie- Christine Coisne- Roquette Patricia Barbizet

Gérard Lamarche

Jean Lemierre

Renata Perycz (b)

Carlos Tavares

Anne-Marie Idrac

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

the Board of Directors

95% average

Board meeting attendance
rate of the directors

1 executive session

chaired by the Lead
Independent Director

7 Audit Committee

meetings
100% attendance

3 Governance and Ethics

Committee meetings
91.7% attendance

2 Compensation

Committee meetings
100% attendance

3 Strategy & CSR

Committee meetings
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.

TOTAL Registration Document 2018

1.1.2 The Group in a few ﬁgures

1.1.2.1 2018 key ﬁgures

As of December 31, 2018 (a)

PRESENTATION OF THE GROUP – INTEGRATED REPORT

Presentation of the Group and its governance 1

Present in more than

130

countries

104,460

employees

€121.9 billion

market capitalization
on Euronext Paris

€2.56

dividend per share
in 2018 (b)

$13.6 billion

adjusted net
income – Group share

$26.1 billion

debt adjusted
cash ﬂow (DACF)

$15.6 billion

net investments

$1.0 billion

R&D costs

> 8%

growth in production
of Exploration &
Production

12.2%

return
on equity (ROE)

11.8%

return on average
capital employed
(ROACE)

15.5%

gearing ratio

(a) For a definition of the various performance indicators, refer to point 1.4.1.2 of this chapter 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

2018

2017

2016

Hydrocarbon production
by geographic area (kboe/d)

Combined production (kboe/d)

2,775

2,566

2,452

Oil (including bitumen) (kb/d

1,378

1,167

1,088

2,775

2,566

2,452

Gas (including Condensates
and associated NGL) (kboe/d)

1,397

1,399

1,364

2018

2017

2016

Combined production (kboe/d)

2,775

2,566

2,452

Liquids (kb/d)

Gas (Mcf/d)

1,566

1,346

1,271

6,599

6,662

6,447

909

670

666

389
141

761

654

559

348
244

757

634

517

279
265

2018
(a) Excluding North Africa.

2017

2016

Hydrocarbon proved reserves (a)

2018

2017 2016

Hydrocarbon proved reserves (a)
by geographic areas (Mboe)

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

(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).

2018 2017

2016

Hydrocarbon reserves (Mboe)

12,050 11,475 11,518

Liquids (Mb)

Gas (Mcf)

6,049

5,450

5,414

32,325 32,506 32,984

12,050

11,475

11,518

4,431

1,668

3,171

1,937
843

4,140

4,126

1,742

2,687

1,963

943

1,872

2,734

1,804

982

Europe and
Central Asia

Africa(a)

Middle East
and North
Africa

Americas

Asia-Paciﬁc

Europe and
Central Asia

Africa(b)

Middle East
and North
Africa

Americas

Asia-Paciﬁc

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

PRESENTATION OF THE GROUP – INTEGRATED REPORT

Presentation of the Group and its governance

Gas, Renewables & Power

Managed LNG volumes (Mt)

2018

2017

2016

Managed LNG volumes

21.8

15.6

12.9

Installed power capacities
by gas or renewables (a) (GW)

Installed power capacities
by gas or renewables

(a) Group share.

2018

2017

2016

2.7

0.9

0.8

Refining & Chemicals and Marketing & Services

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

Refinery throughput (a) (kb/d)

2,021

2,011

1,852

1,827

1,965

1,437

1,454

202
382

202

365

202

355

Europe

Americas

Asia –
Middle East
– Africa

1,365

1,391

1,471

487

436

494

Rest of the world

Europe

2018

2017

2016

2018

2017

2016

(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.

(a) Includes share of TotalErg (sold in 2018), as well as reﬁneries

in Africa that are reported in the Marketing & Services segment.

Petrochemicals production capacity
by geographic area as of December 31, 2018

Petroleum product sales (kb/d)

Europe 10,277 kt

Americas 5,190 kt

Asia –

Middle East(a) 5,860 kt

(a) Including interests in Qatar, 50% of Hanwha Total Petrochemicals Co. Limited

and 37.5% of SATORP in Saudi Arabia.

4,153

4,019

4,183

1,984

736
133
827

473

2,086

2,355

615
203
561

554

551
139
517

621

Europe

Africa

Middle East

Americas

Asia-Paciﬁc(a)

2018

2017(b)

2016

(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

1,001

1,049

1,093

443
41
117
199

431

45
81
173

419

55
76
150

2018

2017

2016

(a) Including Indian Ocean islands.

Europe

Africa

Middle East

Americas

Asia-Paciﬁc(a)

TOTAL Registration Document 2018

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

PRESENTATION OF THE GROUP – INTEGRATED REPORT

1.1.2.3 Workforce

Employees by segment (a)

Employees by region (a)

Exploration & Production 13.2%

Gas, Renewables & Power 11.6%

Reﬁning & Chemicals 48.1%

Trading & Shipping 0.6%

Marketing & Services 24.0%

Corporate 2.5%

France 34.9%

Rest of Europe 28.3%

Rest of the world 36.8%

(a) Refer to point 5.3 of chapter 5.

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.
Through its international presence and its activities, TOTAL’s goal is
to make its development a vehicle of progress that benefits as many
people as possible.

The United Nations, which adopted in 2015 the 17 Sustainable
Development Goals (SDGs) originally aimed for States, have called
upon corporations’ contribution to collectively find solutions to
sustainable development challenges. TOTAL has committed since
2016 to contributing to the SDGs and has endorsed the United
Nations’ recommendations (1) and worked on better identifying the
scope of its contribution to the SDGs.

Through its activities, the Group is concerned by all of the SDGs.
However, TOTAL has identified certain SDGs as those on which it
can have the most significant contribution, such as decent work and
human rights, climate change and access to energy.

Access to energy is a source of progress and the condition for
economic and social development as well as for the improvement of
the standard of living of people around the world. In most countries,
and in the developing countries in particular, access to low- cost
energy is thus a priority.

The Group’s vocation is to produce the energy that the world needs,
and will need in the future, and to make it accessible to as many
people as possible. This is a real challenge; close to one billion
individuals (2) still have no access to electricity.

This vocation is to be accomplished in a responsible manner and by
working to make an effective contribution to the climate change
challenge, in particular.

Meeting the energy needs of a growing global population, providing
tangible solutions to contribute limiting global warming, adapting to
new patterns of energy production and consumption and changes
to the expectations of customers and stakeholders constitute the
challenges that a major energy player like TOTAL can help to tackle.

To meet these challenges, TOTAL’s ambition is to become the
responsible energy major by contributing to supply to as many people
as possible a more affordable, more available and cleaner energy:

— more affordable – as low- cost energy is essential to favor the
economic development of billions of people who seek to improve
their living conditions;

— more available – as people expect energy to be continuously

available and accessible on a daily basis;

— cleaner – as the Group aims to both reduce the environmental
footprint and the CO2 emissions of its operations, and to actively
contribute to finding solutions to limit the impact of climate
change, particularly by providing its customers with a mix of
energy products whose carbon intensity is expected to decrease
regularly.

1.2.2 A clear strategy for sustainable growth

To fulfill this ambition, TOTAL implements a clear strategy that is
based on four main priorities and that integrates the challenges of
climate change:

— further develop the competitiveness of the large integrated
refining and petrochemical platforms and expand sustainable
biofuels and recycling activities;

— drive profitable and sustainable growth in Exploration &
Production activities, with priority given to the production of gas
in particular of liquefied natural gas (the fossil fuel that emits the
least amount of carbon dioxide) and constant concern on producing
at a competitive cost by ensuring strict investment discipline;

— increase the distribution of petroleum products, particularly in
high- growing regions, and offer innovative solutions and services
that meet the needs of customers above and beyond the supply
of petroleum products; and

(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
new markets and boost profitable growth in the low carbon
electricity businesses, from production based on gas and
renewable energies to electricity and gas distribution to end
customers.

In addition, TOTAL intends to promote a better use of natural
resources by supporting the circular economy, and implement a
program of actions, particularly in the following areas: waste
management, new ranges of polymers, solarization of service
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
solutions to major challenges that are to come over the next decades,
TOTAL can rely on several advantages: its strong identity and values,

the know- how of employees committed to better energy, its integrated
business model and its geographic presence.

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
started in 1924 with the creation of Compagnie française des Pétroles
(CFP), which began its oil production activities in the Middle East at
this time. Over the years, the Group has diversified its activities and

1.3.1.1 Key dates in the Group’s history

opened sites around the world by positioning itself in the gas, refining
and petrochemical segments and the distribution of petroleum
products, solar power, sustainable biofuels and electricity.

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

1.3.1.2 Five strong values at the heart of the Group

Safety, Respect for Each Other, Pioneer Spirit, Stand Together and
Performance- Minded represent, just as its history, the part of TOTAL’s

identity shared by all employees. These values guide the daily actions
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
in an exemplary manner in priority in the following areas: safety,
security, health, environment, integrity in all of its forms (particularly,
the prevention of corruption, fraud and anti- competitive practices)
and human rights.

It is through strict adherence to these values and to this course of
action that the Group intends to build strong and sustainable growth
for itself and for all of its stakeholders, and thereby deliver on its
commitment to better energy.

1.3.2 Employees committed to better energy

As of December 31, 2018

104,460

employees

35.1%

women
employees

21.8%

women Management
Committee members
(head ofce and
subsidiaries)

over

1,800

training courses
available

over

150

nationalities
represented

52%

international members
on the subsidiaries’
Management
Committees

over

650

industrial, commercial
and support job- related
skills within the Group

316

active agreements
(including 190 in France)
signed with employee
representatives

1.3.2.1 Employee diversity, a competitive edge

The Group is an image of its employees: diverse. The diversity of
talents within TOTAL is crucial to its competitiveness, innovative
capacity and attractiveness.

With over 150 nationalities represented, a presence in over
130 countries, and more than 650 business- related competencies,
the Group is a global player. Women make up 35.1% of the workforce
and 27.7% of managers. A wide range of opinions and backgrounds
enable innovative solutions and new opportunities to arise.

Such diversity is an essential asset for the Group. The capacity of
the Group’s employees to mobilize themselves and act in an
entrepreneurial spirit is vital. It enables ambitious projects to be
completed and offers everyone the opportunity to give meaning to
their work and grow professionally.

Diversity is embodied, in particular, by the presence of 21.8% women
members on the Management Committees (head office and
subsidiaries), 52% international members on the subsidiaries’
Management Committees and 24% international members on the
head office Management Committees. In order to strengthen the
representation of women in governing bodies, the Executive
Committee set a goal in late 2018 to reach 20% of women members
of Management Commitees of branches and large operational
divisions. This reality attests to the Group’s desire to strengthen
diversity in all its forms as a vector of innovation and progress. The
Diversity policy is promoted by the Diversity Council, which is chaired
by a member of the Group’s Executive Committee.

“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
employees. It is for this reason that the Group strives to ensure that
the most demanding safety, ethics and integrity, management and
social performance practices are implemented wherever it operates.
The aim of this process is to create the conditions that enable
everyone to fulfill his or her potential and TOTAL to pursue its
development.

TOTAL has adopted a proactive approach by subscribing to the
principles of numerous national and international agreements that
fight against all forms of discrimination and by striving to ensure the
safety and security of its employees and the respect of their
fundamental rights. The Group has a long- standing commitment to
promoting equal opportunity and diversity, which constitute, for
everyone, a source of development where only expertise and talent
count. In 2018, the Group decided to sign the Global Business and
Disability Network Charter of the International Labour Organization
(ILO) and is gradually implementing these principles in its subsidiaries.

The Group is also committed to social dialogue, which is one of the
vectors used to modernize companies. Among the numerous
stakeholders with which TOTAL maintains regular dialogue, the
Group’s employees and their representatives have a privileged
position and role.

international organizations. This

This approach is illustrated by several commitments made by the
Group, such as its adhesion on December 21, 2017, to the Global
Deal initiative, alongside some 60 partners, states, trade unions,
companies and
international
multi- party initiative aims at fighting against inequalities, encouraging
social dialogue and promoting fairer globalization. It states that social
dialogue, collective bargaining and trade- union freedom play an
essential role in the fulfillment of the Sustainable Development Goals
(SDGs 8, 10 and 17) of the United Nations. Similarly, the signing of a
global agreement with the trade union federation IndustriALL in 2015

guarantees for the Group’s employees a high level of commitment
to social matters in countries where the Group operates. The goal is
to maintain the partnership and renegotiate this agreement for 2019
and beyond. The Group had 316 active agreements (including 190 in
France) with employee representatives in place at the end of 2018.

TOTAL encourages a managerial policy that favors commitment,
accountability and performance evaluation and is built on promoting
functional and geographic mobility and training to ensure each
person’s skills development and employability (76% of employees
within the scope of the WHRS (1) took at least one on site training
course in 2018).

The technical and commercial know- how of employees and their
ability to manage large projects underpin the Group’s operational
excellence and are essential for the Group’s development. It is thanks
to the recognized expertise of its employees that TOTAL is able to
form partnerships of trust with the world’s main producing and
consuming nations in the most demanding areas, such as deep
offshore, liquefied natural gas (LNG), low carbon energy, refining and
petrochemicals, which are also areas in which the Group has
developed some of the most high- performance platforms. It is for
this reason that all employees, regardless of their function, are
encouraged to build on their expertise and competencies by
accessing a wide range of trainings.

In order to improve the Group’s social performance, the expectations
of employees are regularly listened to and discussed. Examples
include the Total Survey, which compiles the views and suggestions
for improvement of tens of thousands of employees every two years.
Initiatives that have allowed employees to participate in building the
“One Total” Company project since 2016 are initiated.

This approach testifies to the Group’s desire to entrench a continuous
improvement process that benefits everyone. For more information,
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
known for their volatility. To manage this constraint as well as possible,
TOTAL opted for an integrated business model with activities
throughout the oil and gas value chain. It extends from exploration
and production, refining, liquefaction, petrochemicals and trading to,
finally, the distribution of products to the end customer.

This business model enables the Company to benefit from synergies
between different activities and from price volatility. It also enables
the Company to manage the bottom of the cycle better and capture
margin when the market improves. Thanks to an integrated business
model, the Group’s Upstream activities, which are more dependent
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
electricity is expected to outstrip global demand for energy. In light
of the digitization of the economy, the mobility revolution, and
decentralized generation, many products and services are going to
be “electrified” while, at the same time, a growing share of the world’s
population will benefit from access to electricity.

Preference will be given to three main priorities:

— integration on the gas chain from production to liquefaction and

distribution;

— the generation of electricity using gas or renewable energies and

its storage; and

— the trading and the sale of gas or electricity as the producer, or

To fulfill its ambition, the Group intends to apply this integrated
business model to the electricity chain, from the production of low
carbon energy to the generation of electricity.

not.

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
become a worldwide oil and gas major and that it has forged
partnerships of trust with its host countries. Remaining loyal to these
principles means being continuously open to forming new alliances,
key to the Group’s development, and creating new opportunities in
the energy sector despite geopolitical uncertainty.

It is thanks to a strong and lasting geographic presence that the
Group will be able to meet its goal of becoming a recognized partner
in the sustainable economic and social development of the
communities and regions in which it operates for the creation of
shared value.

1.3.4.1 From one history to one ambition

The Group is present in over 130 countries and on five continents.
There are three geographic regions in particular that represent the
historical foundations of TOTAL’s strategy and today stand out thanks
to the quality of the on-site teams and solid partnerships forged over
time:

— Europe: The core of the Group’s knowledge. Europe is home to
the Group’s decision-making center; it is the hub of its research
and innovation work and constitutes a strong industrial base;

— Middle East: the Group began its production activities in this
region and is recognized in the Middle East as a partner of choice
among producing nations and their national oil companies. The
aim of the Group is to develop its activities in all business lines in
this region, even when geopolitical tension rises;

— Africa: TOTAL is the largest integrated major notably thanks to
the volume of hydrocarbon production and the number of
Group- branded service stations on the African continent (1).
TOTAL generates electricity from renewable sources. The Group
intends to remain the continent’s partner of choice and to
contribute to its economic and social development through the
creation of shared value.

Today, new regions which are vital for the Group have appeared,
particularly the Americas, which represent a strong growth
opportunity for all of the Group’s businesses, Asia, in order to benefit
from this market’s high rate of growth, and Russia, where TOTAL is
working on major industrial projects and maintains a special and
long- term relationship with local industrial players.

(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

The world is confronted by political and geopolitical uncertainty
characterized by tension connected to conflict and war in countries
such as Syria, Iraq, Yemen and Libya. It is exacerbated by
international terrorism.

In this context, TOTAL intends to develop its activities by putting its
competencies to the benefit of each of the countries where it
operates, by complying with applicable laws and international
economic sanctions where imposed. The Group also ensures that
the capital invested in the most sensitive countries remains at a level
limiting its exposure in each of them.

This is the approach TOTAL intends to pursue and which was
materialized following its decision to carry on investing in Russia while
complying with the economic sanctions imposed by the United States
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

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).

Loyalty to its partners, particularly during such kind of situations, is
also a strong characteristic of the Group.

TOTAL’s activities, wherever they are, are carried out in strict
adherence to applicable laws and the Group’s Code of Conduct and
within the framework of compliance and risk management procedures.

By continuing to invest and to supply energy, the Group helps to
maintain conditions that favor the economic development of these
regions.

For more information on risk factors, internal control and risk
management procedures and reasonable vigilance measures
implemented by the Group, refer to points 3.1, 3.3 and 3.5 of
chapter 3.

“During these troubled times, our industry can and must be a stabilizing factor.”

1.3.4.3 A local socio- economic development partner

Safety, integrity, respect for human rights, and societal and
environmental responsibility are principles and values that form part
of the Group’s operating processes. If TOTAL is able to build and
develop partnerships throughout the world, it is also because it has
incorporated a local value creation process into its development
model. This process is systematic, professional and a major
competitive advantage.

Based on dialogue with the local population and public and private
players, this process is used to identify development priorities and
create synergies. The Group intends to apply this approach over the
long term to ensure that its major projects create shared prosperity.

Beyond the societal initiatives that are directly related to the Group’s
industrial and commercial activities, TOTAL is commited to general
interest measures in the countries where it operates. In the face of
growing inequality and environmental challenges, the Group intends
to strengthen its public interest initiatives and has implemented a
new civic commitment policy in line with its history, its values and its
businesses. It wishes to act in a way that ensures the vitality and
sustainability of the territories in which the Group is present by
favouring actions that benefit young people first.

Patrick Pouyanné, Chairman and Chief Executive Officer

In order for its corporate citizenship initiatives to have a greater
impact, four areas of focus have been defined as part of the Total
Foundation program driven by the Fondation d’entreprise Total in
France and supported by the Group:

— road safety: committed to safer mobility;

— forests and climate: committed to a more beneficial environment

for humans;

— education and integration of young people: committed to

empowering young people in socially vulnerable situations; and

— dialogue on cultures and heritage: committed to cultural

openness and appreciation of heritage.

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.

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PRESENTATION OF THE GROUP – INTEGRATED REPORT

Solid results thanks to the integrated business model and strict discipline 1

1.4 Strong results driven by strong hydrocarbon
production growth and discipline on spend

1.4.1 2018 results

1.4.1.1 Outlook for the 2018 ﬁscal year

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.

In addition, the Group maintained its financial discipline. Net
investments 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) (1) 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 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 euro per share, end
the scrip dividend option following the general assembly, and continue
the share buyback policy in the amount of $1.5 billion in a 60 $/b
environment.

“An ajusted net income of $13.6 billion, with oil prices averaging $71, is better than in 2014, when it had reached $99. These excellent
results reflect the strong growth of more than 8% for the Group’s hydrocarbon production, and our financial discipline.”

Patrick de La Chevardière, Chief Financial Officer

(1) DACF = debt adjusted cash flow which is defined as cash flow from operating activities, at replacement cost, before changes and financial charges.

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Solid results thanks to the integrated business model and strict discipline

1.4.1.2 Group 2018 results

Consolidated data in millions of dollars, except for earnings per share, dividends, number of shares and percentages.

(M$)

2018

2017

2016

Adjusted net operating income from business segments (a)

15,997

11,936

Net income (Group share)

Adjusted net income (Group share) (a)

Fully diluted weighted- average shares (millions)

Adjusted fully- diluted earnings per share (dollars) (a) (b)

Dividend per share (euros) (c)

Gearing ratio (d) (as of December 31)

Return on average capital employed (ROACE) (e)

Return on equity (ROE)

Gross investments (f)

Divestments (g)

Net investments (h)

Organic investments (i)

Operating cash flow before working capital changes (j)

Operating cash flow before working capital changes w/o financial charges (DACF) (k)

Cash flow from operations

11,446

13,559

2,624

5.05

2.56

15.5%

11.8%

12.2%

22,185

7,239

15,568

12,426

24,529

26,067

24,703

8,631

10,578

2,495

4.12

2.48

11.9%

9.4%

10.1%

16,896

9,410

6,196

8,287

2,390

3.38

2.45

21.1%

7.5%

8.7%

20,530

5,264

2,877

11,636

14,395

21,135

22,183

22,319

17,757

17,484

16,988

17,581

16,521

(a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value (refer to Note 3 to the Consolidated Financial

Statements, point 8.7 of chapter 8).

(b) Based on fully diluted weighted- average number of common shares outstanding during the fiscal year. In accordance with IFRS norms, adjusted fully diluted earnings per share is calculated

from the adjusted net income less the perpetual subordinated bond.

(c) 2018 dividend subject to approval at the Annual Shareholders’ Meeting on May 29, 2019.
(d) Net Debt/(Net debt + shareholders equity Group share + Non- controlling interests).
(e) Based on adjusted net operating income and average capital employed at replacement cost (refer to Note 3 to the Consolidated Financial Statements, point 8.7 of chapter 8).
(f) Including acquisitions and increases in non- current loans.
(g) Including divestments and reimbursements of non- current loans.
(h) Net investments = gross investments – divestments – repayment of non- current loans – other operations with non- controlling interests.
(i) Organic investments = net investments excluding acquisitions, asset sales and other operations with non- controlling interests.
(j) Operating cash flow before working capital changes is defined as cash flow from operating activities before changes in working capital at replacement cost. The inventory valuation effect

is explained in Note 3 of the Consolidated Financial Statements (refer to point 8.7 of chapter 8).

(k) DACF = debt adjusted cash flow. Cash flow from operating activities before changes and financial charges.

Market environment

Exchange rate €- $

Brent ($/b)

European refinery margin indicator (ERMI) (a) ($/t)

2018

1.18

71.3

32.3

2017

1.13

54.2

40.9

2016

1.11

43.7

34.1

(a) The ERMI (European Refining Margin Indicator) is a Group indicator intended to represent the margin after variable costs for a hypothetical complex refinery located around Rotterdam in

Northern Europe (for additional information, refer to the glossary).

Adjustments items to net income (a) (Group share) (M$)

Special items affecting net income (Group share)

Gain (loss) on asset sales

Restructuring charges

Impairments

Other items

Effect of changes in fair value

After-tax inventory ef

fect FIFO vs. replacement cost

2018

2017

2016

(1,731)

(2,213)

(2,567)

(16)

(138)

2,452

(66)

267

(32)

(1,595)

(3,884)

(2,097)

(420)

(715)

(16)

282

(705)

(3)

479

TOTAL ADJUSTMENTS AFFECTING NET INCOME (GROUP SHARE)

(2,113)

(1,947)

(2,091)

(a) For details on adjustments to operational income, refer to Note 3C of the Consolidated Financial Statements (point 8.7 of chapter 8).

Adjusted net operating income from the business segments

Adjusted net income (Group share)

The adjusted net operating income from the business segments was
$15,997 million for the full- year 2018, an increase of 34% over one
year, mainly due to the 71% increase in the contribution from
Exploration & Production which fully benefited from the increase in
hydrocarbons prices and the strong production growth.

Adjusted net income was $13,559 million in 2018, an increase of
28% compared to 2017. The increase was mainly the result of a
strong increase in the contribution from Exploration & Production.

TOTAL Registration Document 2018

PRESENTATION OF THE GROUP – INTEGRATED REPORT

Solid results thanks to the integrated business model and strict discipline 1

Adjusted net income excludes the after-tax inventory effect, special
items and the impact of changes in fair value (1).

The effective tax rate for the Group was 38.7% in 2018, compared
to 31.1% in 2017, mainly due to the higher tax effective rate for the
Exploration & Production segment in relation to higher hydrocarbon
prices and the larger share of Exploration & Production in the Group’s
annual results.

Divestments – Acquisitions

Assets sales completed were $5,172 million in 2018, essentially
comprised 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%.

Acquisitions completed were $8,314 million in 2018, mainly
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 and the
acquisition of offshore assets from Cobalt in the Gulf of Mexico.

Profitability

Return on equity for the twelve months ended December 31, 2018 was 12.2%, an increase compared to 2017.

(M$)

Adjusted net income

Average adjusted shareholders’ equity

Return on equity (ROE)

Return on average capital employed increased to 11.8% in 2018 from 9.4% in 2017.

(M$)

Adjusted net operating income

Average capital employed

Return on average capital employed (a) (ROACE)

January 1, 2018
December 31, 2018

January 1, 2017
December 31, 2017

13,964

114,183

12.2%

10,762

106,078

10.1%

January 1, 2018
December 31, 2018

January 1, 2017
December 31, 2017

15,691

133,123

11.8%

11,958

127,575

9.4%

(a) Based on adjusted net operating income and average capital employed at replacement cost (refer to Note 3 to the Consolidated Financial Statements, point 8.7 of chapter 8).

1.4.1.3 Exploration & Production segment results

Environment – liquids and gas price realizations (a)

Brent ($/b)

Average liquids price ($/b)

Average gas price ($/Mbtu)

Average hydrocarbon price ($/boe)

(a) Consolidated subsidiaries, excluding fixed margins.

2018

71.3

64.2

4.78

51.0

2017

54.2

50.2

4.08

38.7

2016

43.7

40.3

3.56

31.9

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%.

Hydrocarbon production

Combined production (kboe/d)

Oil (including bitumen) (kb/d)

Gas (including condensates and associated LPG) (kboe/d)

Combined production (kboe/d)

Liquids (kb/d)

Gas (Mcf/d)

2018

2,775

1,378

1,397

2018

2,775

1,566

6,599

2017

2,566

1,167

1,398

2017

2,566

1,346

6,662

2016

2,452

1,088

1,364

2016

2,452

1,271

6,447

(1) For details on adjustments to operational income, refer to Note 3C of the Consolidated Financial Statements (point 8.7 of chapter 8).

Registration Document 2018 TOTAL

1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

Solid results thanks to the integrated business model and strict discipline

In 2018, hydrocarbon production was 2,775 kboe/d, an increase of
more than 8% compared to last year, 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, mainly the addition of Mærsk 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.

Results (M$)

Adjusted net operating income (a)

Gross investments (b)

Divestments (c)

Organic investments (d)

Operating cash flow before working capital changes w/o financial charges (DACF) (e)

Cash flow from operations (f)

2018

10,210

15,282

4,952

9,186

19,374

19,803

2017

5,985

12,802

1,918

11,310

14,753

12,821

2016

3,217

16,085

2,187

14,464

10,592

9,866

(a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value. (refer to Note 3 to the Consolidated Financial

Statements, point 8.7 of chapter 8).

(b) Including acquisitions and increases in non- current loans.
(c) Including divestments and reimbursements of non- current loans.
(d) Organic investments = net investments, excluding acquisitions, divestments and other operations with non- controlling interests.
(e) DACF = debt adjusted cash flow. Cash flow from operating activities before changes in working capital at replacement cost, without financial charges.
(f) Excluding financial charges.

In 2018, the Exploration & Production segment’s operating cash flow
before working capital changes without financial charges was
$19,374 million, an increase of 31% year- on- year. The Group
benefited fully from the increase in hydrocarbon prices and strong
production growth.

The Exploration & Production segment’s adjusted net operating
income was $10,210 million for the full- year 2018, an increase of

71% compared to 2017, for the same reasons and despite an
increase in the tax rate in line with the increase in hydrocarbon prices.

Technical costs for the consolidated subsidiaries, calculated in
accordance with ASC932 (1) standards, continued decreasing to
18.9 $/boe in 2018, including 5.7 $/boe of operational costs,
compared to 19.5 $/boe in 2017.

1.4.1.4 Gas, Renewables & Power segment results

Results (M$)

Adjusted net operating income (a)

Gross investments (b)

Divestments (c)

Organic investments (d)

Operating cash flow before working capital changes w/o financial charges (DACF) (e)

2018

2017

756

3,539

931

511

513

485

797

353

294

Cash flow from operations (f)

(670)

1,055

2016

439

1,221

166

270

176

589

(a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value. (refer to Note 3 to the Consolidated Financial

Statements, point 8.7 of chapter 8).

for the increase in investments to $3.5 billion in 2018. 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 2018.

(1) FASB Accounting Standards Codification Topic 932, Extractive industries – Oil and Gas.

TOTAL Registration Document 2018

PRESENTATION OF THE GROUP – INTEGRATED REPORT

Solid results thanks to the integrated business model and strict discipline 1

1.4.1.5 Reﬁning & Chemicals segment results

Operational data (a)

Total refinery throughput (kb/d)

(a) Includes shares in TotalErg as well as refineries in Africa that are reported in the Marketing & Services segment.

2018

1,852

2017

1,827

2016

1,965

Refinery throughput was stable in 2018 compared to 2017. Lower throughput in Europe linked to planned maintenance, notably at Antwerp
during the second quarter, was offset by higher throughput outside Europe.

Results (M$)

Adjusted net operating income (a)

Gross investments (b)

Divestments (c)

Organic investments (d)

Operating cash flow before working capital changes w/o financial charges (DACF) (e)

Cash flow from operations (f)

2018

3,379

1,781

919

1,604

4,388

4,308

2017

3,790

1,734

2,820

1,625

4,728

7,411

2016

4,195

1,861

1,642

4,873

4,584

(a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value. (refer to Note 3 to the Consolidated Financial

Statements, point 8.7 of chapter 8).

The European Refining Margin Indicator (ERMI) for the Group
decreased by 21% to 32.3 $/t in 2018, mainly due to rising crude oil
prices. The petrochemicals environment remained favorable in 2018
although margins in Europe were lower than last year, affected by
the higher price of raw materials.

In this context, Refining & Chemicals adjusted net operating income
was resilient at $3,379 million in 2018, a decrease of 11% compared
to the previous year.

1.4.1.6 Marketing & Services segment results

Operational data (a)

Refined products sales (kb/d)

(a) Excludes international trading and bulk Refining sales, includes share of TotalErg.

2018

1,801

2017

1,779

2016

1,793

Petroleum product sales increased by 1% in 2018 compared to 2017. The sale of TotalErg in Italy was offset by higher sales in the rest of the
world.

Results (M$)

Adjusted net operating income (a)

Gross investments (b)

Divestments (c)

Organic investments (d)

Operating cash flow before working capital changes w/o financial charges (DACF) (e)

Cash flow from operations (f)

2018

1,652

1,458

428

1,010

2,156

2,759

2017

1,676

1,457

413

1,019

2,242

2,221

2016

1,559

1,245

424

1,003

1,966

1,833

(a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value. (refer to Note 3 to the Consolidated Financial

Statements, point 8.7 of chapter 8).

Marketing & Services adjusted net operating income was stable in 2018 at $1,652 million.

Registration Document 2018 TOTAL

1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

Solid results thanks to the integrated business model and strict discipline

1.4.1.7 TOTAL S.A. 2017 results

1.4.1.9 Shareholder return policy

Net income for TOTAL S.A., the parent company, was €5,485 million
in 2018 compared to €6,634 million in 2017.

1.4.1.8 Proposed dividend

The Board of Directors met on February 6, 2019 and decided to
propose to the Combined Shareholders’ Meeting, which will be held
on May 29, 2019, an annual dividend of €2.56/share for 2018, a
3.2% increase compared to 2017 conforming to the shareholder
return policy announced in February 2018.

In the context of the solid financial position of the Group, the Board
of Directors also decided not to propose to the Combined
Shareholders’ Meeting which will be held on May 29, 2019, the
renewal of the scrip dividend option.

The Board of Directors will thus propose to the General Meeting,
which will be held on May 29, 2019, to approve the final dividend
payment, exclusively in cash, for the 2018 fiscal year as well as for
the interim dividends that the Board of Directors may decide for the
2019 fiscal year.

1.4.2 Liquidity and capital resources

1.4.2.1 Long- term and short- term capital

Long- term capital as of December 31, (M$)

Shareholders’ equity

Non- current financial debt

Hedging instruments of non-current debt

TOTAL NET NON- CURRENT CAPITAL

Short- term capital as of December 31, (M$)

Current financial debt

Net current financial assets

NET CURRENT FINANCIAL DEBT

Cash and cash equivalents

1.4.2.2 Cash ﬂow

(M$)

Cash flow from operations

Gross investments

Total divestments

Other operations with non- controlling interests

NET CASH FLOW (a)

Dividends paid

Share buybacks

Net- debt- to- capital ratio at December 31 (b)

Given the solid financial position, the Board of Directors, at its meeting
on February 6, 2019, confirmed for 2019, the shareholder return
policy announced in February 2018 and plans the following measures:

— distribution of interim dividends for fiscal year 2019 of €0.66 per
share, increased by 3.1% compared to the interim dividends for
fiscal year 2018, and a full- year 2019 dividend of €2.64 per
share, to be proposed to the Shareholders’ Meeting;

— buyback of all shares issued in 2019 for the payment of the 2018

interim dividends;

— buyback of shares, in a $60/b Brent environment, of $1.5 billion
for 2019 as part of the $5 billion buyback program over the
period 2018- 2020.

2018

2017

2016

118,114

114,037

101,574

40,129

41,340

(680)

(679)

43,067

(908)

157,563

154,698

143,733

2018

13,306

(3,176)

10,130

2017

11,096

(3,148)

7,948

2016

13,920

(4,221)

9,699

(27,907)

(33,185)

(24,597)

2018

2017

24,703

22,319

(22,185)

(16,896)

7,239

(622)

9,135

(5,010)

(4,328)

15.5%

5,264

(4)

10,683

(2,784)

2016

16,521

(20,530)

2,877

(104)

(1,236)

(2,754)

11.9%

21.1%

(a) Net cash flow = cash flow from operating activities before working capital changes at replacement cost – net investments (including other transactions with non- controlling interests).
(b) Net debt/(Net debt + shareholders equity Group share + Non- controlling interests).

TOTAL Registration Document 2018

PRESENTATION OF THE GROUP – INTEGRATED REPORT

Solid results thanks to the integrated business model and strict discipline 1

The Group’s net cash flow after working capital changes was
$9,135 million in 2018 compared to $10,683 million in 2017. This
variation is mainly due to the increase in cash flow from operations
driven by the rise in hydrocarbon prices, the strong hydrocarbon
production growth in the Exploration & Production’s segment offset
by the increase in investments, net of divestments, in 2018 compared
to 2017. The Group confirmed its financial strength with a gearing
ratio of 15.5% at the end of 2018.

1.4.2.3 Borrowing requirements

and funding structure

The Group’s policy consists of incurring long-term debt at a floating
rate or at a fixed rate depending on the Group’s general corporate
needs and interest rates. Debt is incurred mainly in dollars or euros.
Long-term interest rate and currency swaps may be used to hedge
bonds at their issuance in order to create a variable or fixed rate
synthetic debt. In order to partially modify the interest rate structure
of the long-term debt, TOTAL may also enter into long-term interest
rate swaps.

The non-current financial debt is generally raised by the corporate
treasury entities either directly in dollars or euros, or in other
currencies which are then exchanged for dollars or euros through
currency swaps at issuance, depending on general corporate needs.

As of December 31, 2018, the Group’s long-term financial debt, after
taking into account the effect of currency and interest rate swaps,
was 97% in dollars and 54% at floating rates. In 2017, these ratios
were 95% and 55%, respectively.

In addition to its ongoing bond issuance programs, in 2015 and
2016 TOTAL S.A. issued perpetual subordinated notes in several
tranches: on February 19, 2015, €5 billion in two tranches; on
May 11, 2016, €1.75 billion in one tranche; and on September 29,
2016, €2.5 billion in two tranches.

In accordance with IAS 32 provisions “Financial instruments –
Presentation”, given the nature of these notes, they have been
recognized in the accounts as equity.

In addition, on November 25, 2015, TOTAL S.A. issued a $1.2 billion
bond combining cash-settled convertible bonds indexed on TOTAL’s
share performance and the purchase of stock options to hedge the
risk of additional costs related to this indexation. This combination
creates a non-dilutive synthetic instrument equivalent to a standard
bond. At maturity, all flows are settled in cash and limited to the
nominal amount.

The Group has established standards for market transactions under
which bank counterparties must be approved in advance, based on
an assessment of the counterparty’s financial soundness (multi-criteria
analysis including a review of the market capitalization and of the Credit
Default Swap (CDS), its ratings with Standard & Poor’s and Moody’s,
which must be of high quality, and its overall financial condition).

An overall authorized credit limit is set for each bank and is allocated
among the subsidiaries and the Group’s central treasury entities
according to their needs.

To reduce the market valuation risk on its commitments, in particular
for swaps put in place on the back of bond issues, the Group also
entered into margin call contracts with its counterparties. In addition,
since December 21, 2018, pursuant to Regulation (EU) No. 648/2012
on OTC derivatives, central counterparties and trade repositories
(EMIR), some of the interest rate swaps entered into by the Group
are now being centrally cleared.

1.4.2.4 External ﬁnancing available

As of December 31, 2018, the aggregate amount of the major
committed credit facilities granted by international banks to the
Group’s companies (including TOTAL S.A.) was $13,191 million
(compared to $12,323 million on December 31, 2017), of which
$12,599 million were unused (compared to $12,205 million unused
on December 31, 2017).

TOTAL S.A. has committed credit facilities granted by international
banks allowing it to benefit from significant liquidity reserves. As of
December 31, 2018, these credit facilities amounted to $11,515 million
(compared to $11,478 million on December 31, 2017), of which
$11,515 million were unused (compared to $11,478 million unused
on December 31, 2017).

The agreements for credit facilities granted to TOTAL S.A. do not
contain conditions related to the Company’s financial ratios, to its
financial ratings from specialized agencies, or to the occurrence of
events that could have a material adverse effect on its financial
position.

Credit facilities granted to Group companies other than TOTAL S.A.
are not intended to finance the Group’s general corporate needs;
they are intended to finance either the general needs of the borrowing
affiliate or a specific project.

As of December 31, 2018, no restrictions applied to the use of the
Group companies’ funding sources (including TOTAL S.A.) that could
significantly impact the Group’s activities, directly or indirectly.

1.4.2.5 Anticipated sources of ﬁnancing

Investments, working capital, dividend payments and buybacks of
its own shares by the Company are financed by cash flow from
operations, asset disposals and, if necessary, by net borrowings.

For the coming years and based on the current financing conditions,
the Company intends to maintain this approach to the financing of
the Group’s investments and activities.

Registration Document 2018 TOTAL

1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

Solid results thanks to the integrated business model and strict discipline

1.4.3 Trends and outlook

1.4.3.1 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 a production cost 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 will continue 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.

1.4.3.2 Risks and uncertainties

Due to the nature of its business, the Group’s activities remain subject
to the market risks (sensitivity to the environmental parameters of the
oil and financial markets), industrial and environmental risks related
to its operations, and to political or geopolitical risks stemming from
the global presence of most of its activities.

Detailed information is given in the Risk Factors section (point 3.1 of
chapter 3) of this Registration Document. For more information on
internal control and risk management procedures, also refer to point
3.3 of chapter 3.

1.4.4 Signiﬁcant changes

Except for the events mentioned above in point 1.4, in the Business
overview (chapter 2), and in the description of legal and arbitration
procedures (point 3.2 of chapter 3), no significant changes to the
Group’s financial or commercial situation have occurred since
December 31, 2018, the end of the last fiscal year for which audited
financial statements have been published by the Company.

TOTAL Registration Document 2018

PRESENTATION OF THE GROUP – INTEGRATED REPORT

Strong commitments that benefit sustainable growth 1

1.5 Strong commitments that beneﬁt

sustainable growth

1.5.1 Committed R&D

— $986 million invested in 2018

— 4,288 employees dedicated to R&D in 2018

— 18 R&D centers around the world

— 1,000 agreements with partners

— over 200 patent applications filed in 2018

The Group relies on a dynamic R&D policy to conduct and develop
its activities. The portfolio of programs is divided into five priority
areas: safety, operational efficiency, new services and products
including smart electricity grids, an energy mix focused on low- carbon
energies and digital technology.

1.5.2 A targeted investment policy

The portfolio includes transverse programs developed at all the R&D
centers and programs specific to the various businesses. For
example, the purpose of the CCUS (carbon capture, usage and
storage) transverse program is to enable the Group to become a
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
business opportunities.

The Group is committed to optimizing R&D resources in terms of
human talent, infrastructure and regional centers of excellence, and
to working with selected partners that bring specific, high-level skills
to every project.

For more information, refer to point 2.6 of chapter 2.

— $12.5 billion in organic investments (1) in 2018

— $8.3 billion in targeted acquisitions in 2018, including

— the adding of attractive resources to the portfolio through the
exploration or acquisition of resources that have already been
discovered, thereby benefiting from favorable market conditions;

$4.5 billion in resource acquisitions

— strong growth in its low-carbon activities in the gas and electricity

— $5.2 billion in asset disposals in 2018

sectors; and

Since the fall in oil prices in 2014, the Group continues to select its
investments very carefully, in line with its strategy. These investments
are dedicated to:

— the growth of its Marketing & Services business in buoyant

markets.

The Group also strives to continuously improve its portfolio by selling
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
Development Goals (SDG) adopted by the United Nations. Given the
nature of the Group’s businesses and its geographic presence,
TOTAL is concerned by all the SDGs. However, the Group has
identified the most significant SDGs for its activities in order to focus
its efforts on the segments in which it is able to make a direct
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).

1.5.3.1 Commitments and indicators of progress

Safety, health, climate, the environment and also shared development,
in every country where the Group is present, TOTAL steers its
operations with the aim of working in a sustainable, active and
positive manner. The Group was one of the first in the industry to
publish measurable improvement targets in these areas.

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

Registration Document 2018 TOTAL

1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

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

To be recognized as a benchmark for safety
in its industry and achieve zero fatalities

Health

Commitment

What has been accomplished

4 fatalities in 2018

A TRIR (1) of 0.91 in 2018, at majors’ level

What has been accomplished:

Protect the health of employees, customers and
communities in close proximity to the Group’s activities

In 2018, 98% of employees with speciﬁc occupational

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

Decrease SO2
between 2010 and 2020

(3) air emissions by 50%

Water

Targets

What has been accomplished

More than 50% reduction in SO2

air emissions reached since 2017

What has been accomplished

Maintain hydrocarbon content of water discharges
below 30 mg/l for offshore sites
and 15 mg/l for onshore and coastal sites

100% of the Group’s oil sites have met the target
96% of the Group’s oil sites have met the target

for the quality of onshore discharges since 2016 and

for the quality of ofshore 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.

TOTAL Registration Document 2018

Climate

Targets

Reduce the routine flaring (1) by 80% on operated facilities
between 2010 and 2020 in order to eliminate it by 2030

Improve the energy efficiency of an average of 1% per year
of operated facilities between 2010 and 2020

Sustainably reduce the intensity of methane emissions of the
Exploration & Production segment’s operated facilities
to less than 0.20% of the commercial gas produced by 2025

Reduce the GHG emission (Scopes 1 & 2) on operated
oil & gas facilities from 46 Mt CO2e in 2015 to less
than 40 Mt CO2e in 2025

PRESENTATION OF THE GROUP – INTEGRATED REPORT

Strong commitments that benefit sustainable growth 1

What has been accomplished

between 2010 and 2018

> More than 80% reduction in routine ﬂaring
> More than 10% improvement in energy efciency
> An intensity of the methane emissions below 0.25%

of the commercial gas produced in 2018

between 2010 and 2018

> A GHG emission reduction (Scopes 1 & 2) on operated

oil & gas facilities from 46 Mt CO2e to

42 Mt CO2e between 2015 and 2018

Ambition

What has been accomplished

Reduce the carbon intensity of energy products
used by its customers by 15% between 2015,
the date of the Paris agreement, and 2030

A carbon intensity reduced
from 75 g CO2/kbtu in 2015 to

71 g CO2/kbtu in 2018, i.e., a reduction of more than 5%

Biodiversity

Commitments

Systematically develop biodiversity action plans
for production sites located in protected areas (2)

Not conducting oil and gas exploration or production
operations in the area of natural sites listed
on the UNESCO World Heritage List (3)

Not conducting exploration in oil fields under
sea ice in the Arctic

What has been accomplished

> 5 biodiversity action plans deployed

or in preparation in 2018

No oil and gas exploration or production activity

in the area of natural sites listed on the UNESCO
World Heritage List (3)

No exploration activity in oil ﬁelds

under 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

40% non-French senior executives by 2020

More than 20% women members on the Management
Committees (head office and subsidiaries)

20% women members on Management Committees
of branches and large operational divisions

women senior executives

non- French senior executives

> 21.6%
32.1%
21.8%

women members on the Management Committees
(head ofce and subsidiaries)

> 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.

Registration Document 2018 TOTAL

1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

An organizational structure to support the Group’s ambition

1.5.3.2 Support for global initiatives

Aside from complying with national regulations in force in every
country where the Group operates, TOTAL reiterates each year, since
2002, its support for the United Nations Global Compact, of which it
is one of the companies recognized as LEAD. The Group also made
a commitment to respect the UN Guiding Principles for Business
and Human Rights following their adoption in 2011.

The challenges posed by climate change require a collective effort.
The Group has played an active role in various international initiatives
that involve the private and the public sectors to bring about notably:

— carbon pricing (the World Bank’s Carbon Pricing Leadership
Coalition, Caring for Climate – United Nations Global Compact,
Paying for Carbon call: TOTAL and five other industry leaders);

— financial transparency: the Group has adhered to the Extractive

Industries Transparency Initiative (EITI) since its launch in 2002;

— the fight against corruption: TOTAL joined the Partnering Against
Corruption Initiative (PACI) in 2016 and the Chairman and Chief
Executive Officer now sits on the Board of PACI (“PACI Vanguard”);

— the challenge of security and respect for human rights by being
a member of the Voluntary Principles on Security and Human
Rights (VPSHR) since 2012;

— diversity: TOTAL signed in 2010 the “Women’s Empowerment
Principles – Equality Means Business” set out by the United
Nations Global Compact, and in 2018 it signed the pledge for
diversity as part of the European Roundtable of Industrialists;

— 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);

— control over methane emissions (Oil & Gas Methane Partnership
of the Climate and Clean Air Coalition, the Oil & Gas Climate
Initiative in cooperation with UN Environment and EDF, etc.); and

— greater transparency: support of the recommendations from the
G20 Financial Stability Board Task Force on Climate- related
Financial Disclosures (TCFD).

TOTAL also actively supports collaborative and multi- stakeholder
initiatives in areas in which the coordinated involvement of
governments, companies and civil society is key to global progress,
particularly:

— the circular economy: TOTAL is a founding member of the
Alliance to End Plastic Waste, launched in 2019, which brings
together companies in the plastics and consumer goods value
chain to provide solutions for the disposal of plastic waste in the
environment, especially in oceans, and to promote their recycling
in a circular economy;

— better access to energy for populations of emerging countries

through a partnership with SE4All;

— the reduction of inequalities through the development of social
dialogue to favor more inclusive economic growth: TOTAL was
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
company and drives the Group’s strategy.

The Group’s operations are conducted through subsidiaries that are
directly or indirectly owned by TOTAL S.A. and through stakes in
joint- ventures which are not necessarily controlled by TOTAL. TOTAL
S.A. has two secondary establishments in France, located in Lacq
and Pau. It also has branch offices in the United Arab Emirates and
Oman.

Corporate name: TOTAL S.A.

Head office: 2, place Jean Millier, La Défense 6,
92400 Courbevoie, France

Registered in the French trade registry in Nanterre under
no. 542 051 180 RCS

LEI (Legal Entity Identifier): 529900S21EQ1BO4ESM68

EC Registration Number: FR 59 542 051 180

Term of the Company: extended for 99 years
from March 22, 2000

Fiscal year: from January 1 to December 31 of each year

APE Code (NAF): 7010Z

The scope of consolidation of TOTAL S.A. as of December 31, 2018,
consisted of 1,191 companies, of which 1,046 fully consolidated
companies or companies whose assets are jointly controlled and
145 equity affiliates. The principles of consolidation are described in
Note 1.1 to the Consolidated Financial Statements and the list of
companies included in the scope of consolidation can be found in
Note 18 to the Consolidated Financial Statements (refer to point 8.7
of chapter 8).

The situation of the direct subsidiaries and shareholdings of TOTAL
S.A., and in particular those with a gross value exceeding 1% of the
Company’s share capital, is shown in the table of subsidiaries and
affiliates in point 10.4.1 of chapter 10.

Interests in listed companies

TOTAL holds stakes in a limited number of companies that issue
financial instruments in France or abroad or whose financial instruments
are listed in France or abroad. These companies are mainly the
Group’s financing vehicles (Total Capital, Total Capital International,
Total Capital Canada Ltd) or the operational subsidiaries in its
business segments, in particular in Africa, such as Total Gabon (1).

TOTAL also holds a majority stake in SunPower (55.66% on
December 31, 2018), an American company listed on NASDAQ, and
minority interests in other companies, including PAO Novatek (19.4%
on December 31, 2018), a Russian company listed on the Moscow
Interbank Currency Exchange and the London Stock Exchange.

(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%).

TOTAL Registration Document 2018

PRESENTATION OF THE GROUP – INTEGRATED REPORT

An organizational structure to support the Group’s ambition 1

TOTAL S.A. has not taken any other stake in companies with their
registered office in France representing more than one-twentieth,
one- tenth, one- fifth, one- third or one- half of the capital of these
companies or has not obtained control of such companies.

In order to improve efficiency, reduce costs and create value within
the Group, a specific branch, Total Global Services (TGS), pools the
various segments’ support services (Accounting, Purchasing,
Information Systems, Training, Human Resources Administration and
Facilities Management). The entities that make up TGS operate as
service companies for internal clients across the business segments
and Holding.

Finally, the various Corporate entities are mainly grouped into two
divisions:

— the People & Social Responsibility division consists of: the Human
Resources division, the Health, Safety and Environment division,
which combines HSE departments across the different segments
to establish a strong, unified environmental and safety model,
the Security division, and the Civil Society Engagement Division;

— the Strategy-Innovation division is made of: the Strategy &
Climate division (responsible notably for ensuring that climate is
incorporated in the strategy), the Public Affairs division, the Audit
& Internal Control division, the Research & Development division
(which coordinates all of the Group’s R&D activities and notably
transversal programs), the Technology Experts division and the
Digital division.

The changes in the composition of the Group during fiscal year 2018
are explained in Note 2 of the Consolidated Financial Statements
(refer to point 8.7 of chapter 8). In 2018, TOTAL S.A., the Group’s
parent company, acquired 100% of the shares of Direct Énergie SA,
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.

1.6.2 An operational structure

On an operational level, the Group’s businesses are organized in
business segments, which receive assistance from the corporate
functional divisions.

As of December 31, 2018, the Group’s organization was centered
around four business segments, i.e., Exploration & Production, Gas,
Renewables & Power, Refining & Chemicals and Marketing & Services:

— the Exploration & Production segment encompasses the Group’s
exploration and production activities in more than 50 countries.
The Group produces oil and gas in approximately 30 countries;

— the Gas, Renewables & Power segment spearheads the Group’s
ambition in low-carbon energies. It comprises gas activities that
are conducted downstream of the production process and
concerns natural gas, liquefied natural gas (LNG) and liquefied
petroleum gas (LPG), as well as power generation, gas and
power trading and marketing. It also develops the Group’s
renewable energy activities (excluding biotechnologies) and the
power storage. Energy efficiency activities are represented
through a dedicated Innovation & Energy Efficiency division;

— the Refining & Chemicals segment is a large industrial segment
that encompasses refining and petrochemical activities and
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

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

Adviser

Corporate
Commu-
nications

Strategy-
Innovation

EXECUTIVE
COMMITEE

Finance

People & Social
Responsibility

Legal Affairs

Strategy
& Climate

Public Affairs

Audit
& Internal
Control

Chief
Technology
Officer

Technology
Experts

Chief Digital
Officer

Finance
Division

Risk
Assessment
and
Insurance

Human
Resources

Civil
Society
Engagement

Information
Technology

HSE

Security

Total Global
Services

Exploration
& Production

Gas, Renewables
& Power

Reﬁning
& Chemicals

Trading
& Shipping

Marketing
& Services

Africa

Corporate
Affairs

Gas

Renewables

Reﬁning
Base Chem
Europe

Manufacturing
& Projects
Division

Crude Oil
Trading

Middle East
North Africa

Exploration

Innovation
& Energy

Strategy
& Corporate
Affairs

Reﬁning
Petrochemicals
Middle East

Strategy
Development
Research

Strategy &
Development

Products
Trading
Distillates,
Marketing and
Derivatives

Products
Trading Lights,
Fuel-oil and
Africa

Europe

Africa

Strategy
Marketing
Research

Corporate
Affairs and
Americas

Americas

Development
and Support
to Operations

Reﬁning
Petrochemicals
Americas

Corporate
Affairs

Shipping

Asia-Paciﬁc/
Middle East

Human
Resources

Strategy-
Business
Development-
R&D

Asia-Paciﬁc

North Sea
and Russia

Human
Resources
Commu-
nications

Polymers

Hutchinson

Lubricants
and
Specialties

EXPLORATION &
PRODUCTION SEGMENT

GAS, RENEWABLES &
POWER SEGMENT

REFINING & CHEMICALS
SEGMENT

MARKETING & SERVICES
SEGMENT

UPSTREAM

DOWNSTREAM

TOTAL Registration Document 2018

Organization chart as of January 1, 2019

PRESENTATION OF THE GROUP – INTEGRATED REPORT

An organizational structure to support the Group’s ambition

CHAIRMAN & CEO

Secretary
of the
Board

Ethics
Committee

Adviser

Corporate
Commu-
nications

Strategy-
Innovation

EXECUTIVE
COMMITEE

Finance

People & Social
Responsibility

Legal Affairs

Strategy
& Climate

Public Affairs

Audit
& Internal
Control

Chief
Technology
Officer

Technology
Experts

Chief Digital
Officer

Finance
Division

Risk
Assessment
and
Insurance

Human
Resources

Civil
Society
Engagement

Information
Technology

HSE

Security

Total Global
Services

Exploration
& Production

Gas, Renewables
& Power

Reﬁning
& Chemicals

Trading
& Shipping

Marketing
& Services

Africa

Corporate
Affairs

Gas and LNG

Renewables

Reﬁning
Base Chem
Europe

Manufacturing
& Projects
Division

Crude Oil
Trading

Middle East
North Africa

Exploration

Innovation
& Energy
Efficiency

Strategy
& Corporate
Affairs

Americas

Development
and Support
to Operations

Power &
Gas Europe

Strategy-
Business
Development-
R&D

Asia-Paciﬁc

North Sea
and Russia

Reﬁning
Petrochemicals
Middle East/
Asia

Reﬁning
Petrochemicals
Americas

Polymers

Hutchinson

Products
Trading
Distillates,
Marketing and
Derivatives

Products
Trading Lights,
Fuel-oil and
Africa

Europe

Africa

Strategy
Marketing
Research

Corporate
Affairs and
Americas

Strategy
Development
Research

Strategy &
Development

Corporate
Affairs

Shipping

Asia-Paciﬁc/
Middle East

Human
Resources

Human
Resources
Commu-
nications

Lubricants
and
Specialties

EXPLORATION &
PRODUCTION SEGMENT

INTEGRATED GAS,
RENEWABLES & POWER SEGMENT

REFINING & CHEMICALS
SEGMENT

MARKETING & SERVICES
SEGMENT

UPSTREAM

DOWNSTREAM

New reporting structure as of January 1, 2019

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 Integrated Gas, Renewables & Power

(iGRP) segment which combines the Gas, Renewables & Power
segment with the upstream gas and LNG activities currently reported
within the Exploration & Production segment.

Registration Document 2018 TOTAL

1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

TOTAL Registration Document 2018

VERVIEW
BUSINESS O
FOR FISCAL YEAR 2018

2.1

Exploration & Production segment

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

2.2.1 LNG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

2.2.2 Trading and transport (excluding LNG)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . .

2.2.3 Low carbon electricity production

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . .

2.2.4 Natural gas and electricity marketing

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.2.5 Energy storage

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.2.6

Innovation and energy efficiency

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.3

Reﬁning & Chemicals segment

2.3.1 Refining & Chemicals

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.3.2 Trading & Shipping

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.4 Marketing & Services segment

2.4.1 Presentation of the segment

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.4.2 Sales of petroleum products

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.4.3 Service stations

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.4.4 Activities by geographical area

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.4.5 Products and services development

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.5

Investments

2.5.1 Major investments over the 2016- 2018 period

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.5.2 Major planned investments

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.5.3 Financing mechanisms

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.6

Research & Development

2.6.1 Transverse programs

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.6.2 Business segment- specific programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

2.7

Property, plant and equipment

Registration Document 2018 TOTAL

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

hydrocarbons
produced
in 2018

12.1 Bboe

of proved hydrocarbon
reserves as of
December 31, 2018 (1)

$9.2 B

of organic
investments (2)
in 2018

12,801

employees
present

Exploration & Production segment ﬁnancial data (3)

(M$)

Adjusted net operating income (a)

Operating cash flow before working capital changes w/o financial charges (DACF) (b)

Cash flow from operations (c)

2018

10,210

19,374

19,803

2017

5,985

14,753

12,821

2016

3,217

10,592

9,866

(a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value.
(b) DACF = debt adjusted cash flow. The operating cash flow before working capital changes w/o financial charges is defined as cash flow from operating activities before changes in

working capital at replacement cost, without financial charges.

The Group benefitted fully from the increase in hydrocarbon prices
and strong production growth. Exploration & Production adjusted
net operating income was $10,210 million in 2018, an increase of
71% compared to 2017. Operating cash flow before working capital
changes was $19,374 million in 2018, an increase of 31% for the
same reasons.

The effective tax rate increased from 41.2% in 2017 to 46.5% in
2018, in line with the rebound in oil prices.

Technical costs (4) for the consolidated subsidiaries, calculated in
accordance to ASC932 (5) standards, continued decreasing to
$18.9/boe in 2018 (of which 5.7 $/boe production costs in 2017)
compared to $19.5/boe in 2017.

Price realizations (a)

Average liquids price ($/b)

Average gas price ($/Mbtu)

(a) Consolidated subsidiaries, excluding fixed margins.

2018

2017

2016

64.2

4.78

50.2

4.08

40.3

3.56

(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).
(3) The data for the 2016 financial year has been restated to take into account the change in the organization of the Group that has been fully effective since January 1, 2017.
(4) (Production costs + exploration expenses + depreciation + depletion and amortization and valuation allowances)/production of the year.
(5) FASB Accounting Standards Codification 932, Extractive industries – Oil and Gas.

TOTAL Registration Document 2018

Production

Hydrocarbon production

Combined production (kboe/d)

Oil (including bitumen) (kb/d)

Gas (including Condensates and associated NGL) (kboe/d)

Hydrocarbon production

Combined production (kboe/d)

Liquids (kb/d)

Gas (Mcf/d)

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2

2018

2,775

1,378

1,397

2018

2,775

1,566

6,599

2017

2,566

1,167

1,399

2017

2,566

1,346

6,662

2016

2,452

1,088

1,364

2016

2,452

1,271

6,447

Middle East and

North Africa 666 kboe/d

Africa (a) 670 kboe/d

Asia-Paciﬁc 141 kboe/d

Europe and
Central Asia 909 kboe/d

Americas 389 kboe/d

In 2018, hydrocarbon production was 2,775 kboe/d, an increase of
more than 8% compared to last year, 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 Mærsk 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.

(a) Excluding North Africa.

Proved reserves

As of December 31,

Hydrocarbon reserves (Mboe)

Oil (including bitumen) (Mb)

Gas (including Condensates and associated NGL) (Mboe)

As of December 31,

Hydrocarbon reserves (Mboe)

Liquids (Mb)

Gas (Bcf)

2018

2017

12,050

11,475

5,203

6,847

2018

12,050

6,049

32,325

4,615

6,860

2017

11,475

5,450

32,506

2016

11,518

4,543

6,975

2016

11,518

5,414

32,984

Middle East and

North Africa 3,171 Mboe

Africa (a) 1,668 Mboe

Asia-Paciﬁc

843 Mboe

Europe and
Central Asia 4,431 Mboe

Americas 1,937 Mboe

Proved reserves based on SEC rules (Brent at $71.43/b in 2018)
were 12,050 Mboe at December 31, 2018. The proved reserve
replacement rate (1), based on SEC rules (Brent at $71.43/b in 2018),
was 157% in 2018 and 117% over three years.

At year- end 2018, TOTAL had a solid and diversified portfolio of
proved and probable reserves (2) representing approximately 20 years
of reserve life based on the 2018 average production rate.

(a) Excluding North Africa.

(1) Change in reserves excluding production: (revisions + discoveries, extensions + acquisitions – divestments)/production for the period.
(2) Limited to proved and probable reserves covered by Exploration & Production contracts on fields that have been drilled and for which technical studies have demonstrated economic

development in the price scenario retained by the Group, including projects developed by mining.

Registration Document 2018 TOTAL

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
oil and gas fields in order to meet a growing energy demand driven
by non- OECD countries. Safety is a core value for that mission.

In an environment marked by the strong volatility of hydrocarbon
prices, E&P’s strategy is to develop an oil and gas production model
that is resilient (i.e., able to withstand a long period of low oil and gas
prices), profitable and sustainable.

The deployment of the strategy is based on three main levers:

— increase profitability: E&P strives to maximize the value of its
assets through operational excellence and to ensure strict
investment discipline by being selective in the sanctioning of new
projects. In addition, E&P continues to restructure or sell the
least efficient assets in its portfolio ;

— develop operational excellence: in order to ensure its resilience,
E&P continues to reduce costs, improve the efficiency of its
facilities and start up projects on time and within budget. E&P
also seeks to minimize the environmental impact of its activities;
and

— 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
geological,
tax and
contractual terms) environmental and societal factors.

technical, political, economic

(including

The exploration strategy deployed since 2015 aims to prioritize the
most promising drill targets with a view to creating value. The Group
plans balanced exploration investments:

— 50% for emerging basins, where the presence of hydrocarbons

is already proven ;

— 35% for exploration in mature hydrocarbon plays; and

— 15% for high- potential frontier basins.

2.1.3 Reserves

E&P put 10 major projects into production in 2018. Thanks to a
significant decrease of its capital investments, which peaked in 2013,
E&P restored some flexibility that enabled it to take some
opportunities, with, in particular, in 2018 the acquisition of assets in
Brazil, Libya and the United States, the extension of assets in Abu
Dhabi and the acquisition of Mærsk Olie og Gas A/S, (Mærsk Oil),
which has assets in ten countries, and to launch new projects, taking
advantage of the lower costs in the current environment.

For the period 2018- 2020, E&P has already launched, or plans to
launch, numerous projects with a potential aggregate output in
excess of 700 kboe/d.

All these actions are expected to increase production by an average
of 6- 7% per year for the period 2017- 2020, in line with the production
growth target of 5% per year on average between 2017 and 2022.

In order to take account of issues related to climate change in its
strategy, E&P is focusing its oil investments on low break- even
projects, developing the production of gas, integrating a CO2 price in
its investment decisions and developing expertise in technologies for
carbon capture, use and storage.

In 2018, exploration expenditure by all E&P subsidiaries was
$1.2 billion, mainly in the United States, Guyana, the United Kingdom,
Norway, Myanmar, French Guiana, Mexico, South Africa, Azerbaijan
and Nigeria compared to $1.2 billion in 2017 and $1.4 billion in 2016.

Organic investments (1) by all E&P subsidiaries were $9.2 billion(2) in
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,
the Republic of Congo, the United Arab Emirates, Brazil, Nigeria,
Canada, the United States, Iraq, Italy and Uganda.

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

TOTAL’s oil and gas reserves are consolidated annually, taking
into account, among other factors, levels of production, field

reassessments, additional reserves from discoveries and extensions,
disposal and acquisitions of reserves and other economic factors.

Unless otherwise indicated, any reference to TOTAL’s proved
reserves, proved developed reserves, proved undeveloped reserves
and production reflects the Group’s entire share of such reserves or
such production. TOTAL’s worldwide proved reserves include the
proved reserves of its consolidated entities as well as its proportionate
share of the proved reserves of equity affiliates. The reserves
judgments.
estimation process
Consequently, estimates of reserves are not exact measurements
and are subject to revision under well- established control procedures.

involves making subjective

(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.

TOTAL Registration Document 2018

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2

The reserves booking process requires, among other actions:

— that an internal peer review of technical evaluations is carried out
to ensure that the SEC definitions and guidance are followed ;
and

— that management makes the necessary funding commitments

to their development prior to booking.

For further information concerning the reserves and their evaluation
process, refer to points 9.1 and 9.2 of chapter 9.

2.1.3.1 Proved reserves for 2018, 2017 and 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
price determined as the unweighted arithmetic average of the
first- day- of- the- month price for each month of the relevant year,
unless prices are defined by contractual arrangements, excluding
escalations based upon future conditions. The average reference
prices for Brent crude for 2018, 2017 and 2016 were, respectively,
$71.43/b, $54.36/b and $42.82/b.

As of December 31, 2018, TOTAL’s combined proved reserves of oil
and gas were 12,050 Mboe (70% of which were proved developed
reserves). Liquids (crude oil, condensates, natural gas liquids and
bitumen) represented approximately 50% of these reserves and
natural gas 50%. These reserves were located in Europe and Central
Asia (mainly in Kazakhstan, Norway, The United Kingdom and
Russia), Africa (mainly in Angola, Nigeria and the Republic of Congo),
the Americas (mainly in Argentina, Brazil, Canada, the United States
and Venezuela), the Middle East and North Africa (mainly in the United
Arab Emirates, Qatar, and Yemen), and Asia- Pacific (mainly in
Australia).

Gas and associated products (condensates and natural gas liquids)
represented approximatively 57% of the reserves whilst crude oil and
bitumen the remaining 43%.

Discoveries of new fields and extensions of existing fields added
1,421 Mboe to TOTAL’s proved reserves during the three years 2016,
2017 and 2018 before deducting production and sales of reserves
and adding any reserves acquired during this period. The net level of
reserve revisions during this 3- year period is +1,383 Mboe, which

2.1.4 Production

was mainly due to the overall positive revisions in field behaviors and
to the net impact of the changes in hydrocarbon prices in 2016
(decrease), in 2017 (increase) and in 2018 (increase) that led either to
a reserves decrease or increase resulting from shorter or longer
producing life of certain producing fields and from partial debooking
or rebooking of proved undeveloped reserves due to economic
reasons, partially offset by reserves increase or decrease on fields
with producing sharing or risked service contracts.

As of December 31, 2017, TOTAL’s combined proved reserves of oil
and gas were 11,475 Mboe (61% of which were proved developed
reserves) compared to 11,518 Mboe (58% of which were proved
developed reserves) as of December 31, 2016.

2.1.3.2 Reserve sensitivity to oil and gas prices

Changes in the price used as a reference for the proved reserves
estimation result in non- proportionate inverse changes in proved
reserves associated with production sharing and risked service
contracts (which together represent approximately 18% of TOTAL’s
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
cover expenses incurred by the Group. The more the oil prices
decrease, the more the number of barrels necessary to cover the
same amount of expenses. Moreover, the number of barrels
economically producible under these contracts may vary according
to criteria such as cumulative production, the rate of return on
investment or the income- cumulative expenses ratio. This increase
in reserves is partly offset by a reduction of the duration over which
fields are economically producible. However, the effect of a reduction
of the duration of production is usually inferior to the impact of the
drop in prices in production sharing contracts or risked service
contracts. As a result, lower prices usually lead to an increase in
TOTAL’s reserves, and vice versa. In Canada, a decrease in the
reference price per barrel leads to a decrease in the volume of
royalties and, therefore, an increase of the reserves.

Finally, for any type of contract, a significant decrease in the reference
price of petroleum products that negatively impacts projects’
profitability may lead to a reduction of proved reserves, and vice
versa.

The average daily production of liquids and natural gas was
2,775 kboe/d in 2018 compared to 2,566 kboe/d in 2017 and
2,452 kboe/d in 2016. Liquids represented approximately 56% and
natural gas approximately 44% of TOTAL’s overall production in 2018.

Gas and associated products (condensates and natural gas liquids)
represented approximately 50% of TOTAL’s overall production in
2018, whilst crude oil and bitumen the remaining 50%.

The tables on the following pages set forth TOTAL’s annual and
average daily production of liquids and natural gas by geographic
area and for each of the last three fiscal years.

Consistent with industry practice, TOTAL often holds a percentage
interest in its fields rather than a 100% interest, with the balance

being held by joint- venture partners (which may include other
international oil companies, state- owned oil companies or
government entities). The Group’s entities may frequently act as an
operator (the party responsible for technical production) on the
acreage in which it holds an interest. For further information, refer to
the table on producing assets by geographical zone in point 2.1.8 of
this chapter.

The Trading & Shipping division of TOTAL’s Refining & Chemicals
segment marketed in 2018, as in 2017 and 2016, substantially all of
the liquids production from TOTAL’s Exploration & Production
segment(refer to table regarding Trading’s crude oil sales and supply
and petroleum products sales in point 2.3.2.1 of this chapter).

2.1.5 Delivery commitments

The majority of TOTAL’s natural gas production is sold under
long- term contracts. However, most of its North American and United
Kingdom production, and part of its production from Denmark, the
Netherlands, Norway and Russia, is sold on the spot market.

The long- term contracts under which TOTAL sells its natural gas usually
provide for a price related to, among other factors, average crude oil
and other petroleum product prices, as well as, in some cases, a
cost- of- living index. Though the price of natural gas tends to fluctuate
in line with crude oil prices, a slight delay may occur before changes
in crude oil prices are reflected in long- term natural gas prices.

Some of TOTAL’s long- term contracts, such as in Bolivia, Nigeria,
Norway, Thailand and Qatar, specify the delivery of quantities of
natural gas that may or may not be fixed and determinable.
Such delivery commitments vary substantially, both in duration and
scope, from contract to contract throughout the world. For example,
in some cases, contracts require delivery of natural gas on an
as- needed basis, and, in other cases, contracts call for the delivery
of varied amounts of natural gas over different periods of time.
Nevertheless, TOTAL estimates
fixed and determinable
quantity of gas to be delivered over the period 2019- 2021 to be

the

Registration Document 2018 TOTAL

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

4,751 Bcf. The Group expects to satisfy most of these obligations
through the production of its proved reserves of natural gas, with,

if needed, additional sourcing from spot market purchases (refer to
points 9.1 and 9.2 of chapter 9).

2.1.6 Contractual framework of activities

Licenses, permits and contracts governing the Group entities’
ownership of oil and gas interests have terms that vary from country
to country and are generally granted by or entered into with a
government entity or a state- owned company or sometimes with
private owners. These agreements usually take the form of
concessions or production sharing contracts.

In the framework of oil concession agreements, the oil company (or
consortium) owns the assets and the facilities and is entitled to the
entire production. In exchange, the operating risks, costs and
investments are the oil company’s or the consortium’s responsibility
and it agrees to remit to the relevant host country, usually the owner
of the subsoil resources, a production- based royalty, income tax,
and possibly other taxes that may apply under local tax legislation.

The production sharing contract (“PSC”) involves a more complex
legal framework than the concession agreement: it defines the terms
and conditions of production sharing and sets the rules governing
the cooperation between the company (the contractor) or consortium
(the contracting group) in possession of the license and the host
country, which is generally represented by a state- owned company.
The latter can thus be involved in operating decisions, cost
accounting and production allocation. The contractor (or contractor
group) undertakes the execution and financing, at its own risk, of all
exploration, development or operational activities. In exchange, it is
entitled to a portion of the production, known as “cost oil”, the sale
of which is intended to cover its incurred expenses (capital and
operating costs). The balance of production, known as “profit oil”, is
then shared in varying proportions, between the contractor (or the
contracting group), on the one hand, and the host country or
state- owned company, on the other hand.

Today, concession agreements and PSCs can coexist, sometimes in
the same country. Even though there are other contractual models,
TOTAL’s license portfolio is comprised mainly of concession
agreements.

On most licenses, the partners and authorities of the host country,
often assisted by international accounting firms, perform joint- venture
and PSC cost audits and ensure the observance of contractual
obligations.

In some countries, TOTAL has also signed contracts called “risked
service contracts”, which are similar to PSCs. However, the profit oil
is replaced by a defined or determinable cash monetary remuneration,
agreed by contract, which depends notably on field performance
parameters such as the amount of barrels produced.

Oil and gas exploration and production activities are subject to
authorization granted by public authorities (licenses), which are
granted for specific and limited periods of time and include an
obligation to relinquish a large portion, or the entire portion in case of
failure, of the area covered by the license at the end of the exploration
period.

TOTAL pays taxes on income generated from its oil and gas
production and sales activities under its concessions, PSCs and
risked service contracts, as provided for by local regulations.
In addition, depending on the country, TOTAL’s production and sales
activities may be subject to a number of other taxes, fees and
withholdings, including special petroleum taxes and fees. The taxes
imposed on oil and gas production and sales activities are generally
substantially higher than those imposed on other industrial or
commercial businesses.

TOTAL Registration Document 2018

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

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

Liquids
Mb (a)

Natural
gas
Bcf (b)(c)

Total
Mboe

Liquids
Mb (a)

Natural

gas

Total

Liquids

gas

Bcf (b)(c)

Mboe

Mb (a)

Bcf (b)(c)

Total
Mboe

Europe and Central Asia

122

1,131

332

976

278

1,002

277

Denmark

Italy

Kazakhstan

Norway

Netherlands

United Kingdom

Russia

Africa (excl. North Africa)

Angola

Republic of the Congo

Gabon

Nigeria

Middle East and North Africa

Algeria

United Arab Emirates

Iraq

Libya

Oman

Qatar

Americas

Argentina

Bolivia

Brazil

Canada

Colombia

United States

Venezuela

Asia- Pacific

Australia

Brunei

China

Indonesia

Myanmar

Thailand

TOTAL PRODUCTION

INCLUDING SHARE
OF EQUITY AFFILIATES

Angola

United Arab Emirates

Oman

Qatar

Russia

Venezuela

< 1

187

190

102

< 1

572

211

206

616

287

223

294

210

423

147

176

273

< 1

142

245

104

243

105

142

< 1

183

153

102

< 1

234

201

481

277

213

282

214

442

141

192

455

190

108

2,408

1,013

492

2,432

832

245

103

700

232

143

616

141

144

483

112

(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).

116

239

204

107

127

< 1

937

186

137

102

226

218

504

227

186

291

< 1

210

346

143

111

494

240

112

123

232

189

107

102

465

2,360

897

694

220

139

503

120

Registration Document 2018 TOTAL

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

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

Liquids
kb/d (a)

Natural
gas
Mcf/d (b)(c)

Total
kboe/d

Liquids
kb/d (a)

Natural
gas
Mcf/d
(b)(c)

Total
kboe/d

Liquids
kb/d (a)

Natural

gas
Mcf/d (b)(c)

Total
kboe/d

Europe and Central Asia

Denmark

Italy

Kazakhstan

Norway

Netherlands

United Kingdom

Russia

Africa (excl. North Africa)

Angola

Republic of the Congo

Gabon

Nigeria

Middle East and North Africa

Algeria

United Arab Emirates

Iraq

Libya

Oman

Qatar

Americas

Argentina

Bolivia

Brazil

Canada

Colombia

United States

Venezuela

Asia- Pacific

Australia

Brunei

China

Indonesia

Myanmar

Thaïland

334

< 1

104

513

186

130

161

520

276

108

183

3,099

909

265

2,674

761

249

2,737

757

577

566

1,689

786

132

610

805

577

1,161

402

204

483

748

181

133

260

< 1

211

179

389

670

211

136

284

666

288

211

389

119

141

121

640

112

42 551

502

204

149

419

278

1,318

759

130

583

771

585

132 1,212

< 1

388

216

527

28 1,247

< 1

114

519

151

296

239

142

318

654

229

104

267

559

290

170

348

< 1

123

244

112

121

509

230

140

373

279

109

618

141

595

1,377

621

509

795

575

944

391

160

304

1,350

657

165

306

235

158

335

634

243

517

291

134

279

265

140

TOTAL PRODUCTION

INCLUDING SHARE
OF EQUITY AFFILIATES

Angola

United Arab Emirates

Oman

Qatar

Russia

Venezuela

1,566

6,599

2,775

1,346

6,663 2,566

1,271

6,447

2,452

247

2,281

671

284

1,914

395

1,689

157

385

115

395

1,317

639

125

114

313

247

1,894

114

379

1,375

600

123

327

(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).

TOTAL Registration Document 2018

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

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%)

Netherlands (1964)

United Kingdom (1962)

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%)

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%)

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%)

Gabon (1928)

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%)

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
of the Congo (1968)

Operated: Kombi- Likalala- Libondo (65.00%), Moho Bilondo (53.50%), Moho Nord (53.50%),
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%).

Registration Document 2018 TOTAL

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

Middle East and North Africa

Algeria (1952)

U.A.E. (1939)

Non- operated: TFT II (26.40%), Timimoun (37.75%), 404a & 208 (12.25%)

Operated: Abu Al Bukhoosh (100.00%)

Iraq (1920)

Libya (1959)

Oman (1937)

Qatar (1936)

Americas

Argentina (1978)

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%)

Non- operated: Halfaya (22.5%) (f), Sarsang (18.00%)

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%)

Non- operated: various onshore fields (Block 6) (4.00%) (h), Mukhaizna field (Block 53) (2.00%) (i)

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%)

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)

Canada (1999)

Non- operated: Surmont (50.00%), Fort Hills (24.58%)

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

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)

Brunei (1986)

China (2006)

Indonesia (1968)

Myanmar (1992)

Thailand (1990)

Non- operated: several assets in UJV GLNG (27.50%) (l), Ichthys (26.00%) (m)

Operated: Maharaja Lela Jamalulalam (37.50%)

Non- operated: Block CA 1- Unit (4.64%)

Non- operated: South Sulige (49.00%)

Non- operated: Block Sebuku (15.00%)

Operated: Blocks M5/M6 (Yadana, Sein, Badamyar) (31.24%)

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%.

TOTAL Registration Document 2018

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

2.1.9 Activities by geographical zone

The information below describes the Group’s main exploration and
production activities presented by geographical zone (1), without
detailing all of the assets held by TOTAL. In each zone, the countries
are presented in decreasing order of production. The capacities
referred to herein are expressed on a 100% basis, regardless of the
Group’s stake in the asset(2).

Snøhvit (18.4%) and Troll (3.69%). TOTAL has equity stakes in
66 production licenses on the Norwegian maritime continental shelf,
14 of which it operates. The Group also holds an 18.4% stake in the
gas liquefaction plant of Snøhvit (capacity of 4.2 Mt/y). This plant,
located in the Barents Sea, is supplied with production from the
Snøhvit and Albatross gas fields.

2.1.9.1 Europe and Central Asia

In 2018, TOTAL’s production in the zone of Europe and Central
Asia was 909 kboe/d, representing 33% of the Group’s total
production, compared to 761 kboe/d in 2017 and 757 kboe/d in
2016. The two main producing countries in this zone in 2018
were Russia and Norway.

In Russia, where the largest percentage of TOTAL’s proved reserves
are located (21% as of December 31, 2018), the Group’s production
was 389 kboe/d in 2018, compared to 318 kboe/d in 2017 and
335 kboe/d in 2016. This production comes from TOTAL’s stake in
PAO Novatek (3), as well as from the Termokarstovoye (4) and Kharyaga
fields (20%) and, since the end of 2017, the Yamal LNG project
(20%). Since 2015, Russia has been the leading country to the
Group’s production.

TOTAL participates in the Yamal LNG project. In 2013, the company
OAO Yamal LNG (5) launched this project aimed at developing the
onshore field of South Tambey (gas and condensates) located on the
Yamal Peninsula, and at building a three- train gas liquefaction plant
with a total LNG capacity of 16.5 Mt/y. The Yamal LNG project’s
financing was finalized in 2016 in compliance with applicable
regulations. At the end of 2017, the Yamal LNG plant started
production with the first shipment aboard “Christophe de Margerie”.
The second liquefaction train of the Yamal plant, with a capacity of
5.5 Mt/y, produced its first shipment of LNG in August 2018. The
third liquefaction train started production in November 2018, more
than one year ahead of the schedule planned when the project was
launched. A fourth liquefaction train at small capacity (0.9 Mt/y), using
PAO Novatek proprietary technology, is under construction.

In May 2018, TOTAL signed an agreement with Novatek to acquire a
stake in Arctic LNG 2, the giant new LNG project led by Novatek.
The agreement provides for the acquisition by TOTAL of a direct
10% interest in the project, which could be increased to 15% under
certain conditions. The interest acquisition is effective further to the
signing of the final contracts beginning of March 2019. Located on
the Gydan Peninsula, facing Yamal, Arctic LNG 2 will have a
production capacity of 19.8 Mt/y, and will use the hydrocarbon
resources from the giant Utrenneye onshore gas and condensate
field. The project will use the new gravity- based structures technology,
with the installation of three gravity- based structures in Ob Bay that
will host the three liquefaction trains of 6.6 Mt/y capacity each. It
should benefit from possible synergies with the Yamal LNG project.
The agreement also enables TOTAL to acquire a direct stake of
between 10% and 15% in all future Novatek LNG projects on the
Yamal and Gydan peninsulas.

In September 2018, TOTAL increased its stake from 18.9% to 19.4%
of Novatek’s share capital, which is the maximum set forth in the
initial 2011 agreement.

For further information on international economic sanctions applicable
in Russia, refer to point 3.1.9 of chapter 3.

In Norway, the Group’s production was 211 kboe/d in 2018,
compared to 239 kboe/d in 2017 and 235 kboe/d in 2016. This
production comes from a multitude of fields, notably Ekofisk (39.9%),

As part of the continual improvement of its North Sea portfolio, the
Group has made a number of acquisitions and sales:

— the acquisition of an 8.44% interest in the Johan Sverdrup field,

further to the acquisition of Mærsk Oil in March 2018;

— the announcement of the acquisition of a 12.35% interest of the
Teesside terminal on Ekofisk in June 2018, increasing TOTAL’s
interest from 32.87% to 45.22%;

— the finalization of the disposal of its interest in Polarled and

Nyhamna in the Norwegian Sea zone in October 2018;

— the disposal of a 51% interest with the operatorship in the Martin
Linge field, and of a 40% interest of the Garantiana discovery in
the Greater Hild zone in March 2018;

— 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
(100%) discoveries in the Heimdal and Haltenbanken areas, in
November 2018;

— the disposal of a 7.7% interest in the Visund field in January
2018 and of a 57% interest in the Victoria discovery in January
2019; and

— the disposal of 7.65% interest in the Mikkel field in the
Haltenbanken area, approved by the authority in December 2018,
and closed in 2019.

In the United Kingdom, the Group’s production in 2018 was
179 kboe/d, compared with 142 kboe/d in 2017 and 158 kboe/d in
2016. This increase was driven in particular by the assets held in the
Quad 9 and 15 areas of the eastern North Sea and Quad 30 in the
Central Graben, integrated following the finalization of the acquisition
of Mærsk Oil in March 2018.

— In the Alwyn area (100%), production from the Alwyn and Dunbar
fields represents 45% of this area. The rest of the production
comes from satellites linked to these fields. The drilling of an infill
well in Alwyn is in progress.

— In the Central Graben, TOTAL holds stakes (46.17%, operator)
in the Elgin, Franklin and West Franklin fields and (58.73%,
operator) in the Glenelg field. The West Franklin Phase II project
was completed in 2016. The Elgin redevelopment project
includes the drilling of five wells. Four wells have been completed
since 2016 and the fifth is in progress. Elsewhere, the drilling of a
new infill well in Elgin is also in progess. In the Quad 30 area,
the Group holds a stake in the Flyndre field (65.94%).
The Culzean field (49.99%, operator) is under development and
is expected to come into production in 2019. TOTAL announced
a discovery on the Glengorm prospect (25%), close to existing
infrastructures operated by TOTAL, in January 2019.

— In the West of Shetland area, TOTAL hold stakes (60%, operator)
in the producing fields Laggan and Tormore, and Edradour and
Glenlivet. In September 2018, the Group announced a discovery
of gas in the Glendronach prospect, which is under appraisal.
The total capacity of the Shetland gas treatment plant is
90 kboe/d.

(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

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

— In the Quad 9 area in the eastern North Sea, the Group holds
stakes and the role of operator in the Gryphon (86.5%), Maclure
(38.19%), South Gryphon (89.88%) and Tullich (100%) fields. In
the Quad 15 area, the Group holds a 100% stake in the
Dumbarton, Balloch, and Lochranza fields.

In 2018, TOTAL maintained its interests in the PEDL 273, 305 and
316 shale gas exploration and production licenses (20%), after sales
of interests in various licenses and leases in 2017.

In November 2018, the Group disposed of 42.25% interests in the
Bruce field retaining 1% and its entire interest in Keith field (25%).

In Kazakhstan, the Group’s production was 70 kboe/d in 2018,
compared with 42 kboe/d in 2017 and 4 kboe/d in 2016. This comes
mainly from the Kashagan field operated by the North Caspian
Operating Company (NCOC) in the North Caspian license (16.81%).
The production of the first phase of the Kashagan field and of the
corresponding plant started in 2016, and the ramp- up of the
production is underway in order to reach the planned capacity of
370 kb/d. Following the finalization of the acquisition of Mærsk Oil in
March 2018, the Group holds an interest in the Dunga field (60%,
operator).

In Denmark, TOTAL is present through its 31.2% stake with an
operator’s role in the assets operated by the Danish Underground
Consortium (DUC), following the finalization of the acquisition of
Mærsk Oil in March 2018. In September 2018, TOTAL also signed
an agreement to acquire the entire capital of Chevron Denmark Inc.
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
production was 42 kboe/d. The 100%- operated production comes
from two main DUC assets: the Dan/Halfdan and Gorm/Tyra fields.
The Tyra field facilities constitute the main gas treatment hub in
Denmark. The Tyra field must be redeveloped due to subsidence
problems, and is expected to restart in 2022.

In the Netherlands, the Group’s production was 18 kboe/d in 2018
compared to 20 kboe/d in 2017 and 25 kboe/d in 2016.
This decrease is due to natural field decline. In 2018, TOTAL holds
interests in 22 offshore production licenses, including 18 that it
operates. In 2017, production on platforms L7 and F15 stopped and
the platforms will be dismantled.

In Italy, TOTAL holds stakes in the Tempa Rossa field (50%, operator)
located on the Gorgoglione concession (Basilicate region), as well as
three exploration licenses. Construction works and commissioning
activities are finalized and the start of production is expected in 2019
subject to the Basilicata region’s authorities authorization.

In Azerbaijan, TOTAL signed an agreement in 2016 establishing the
contractual and commercial conditions for a first phase of production
of the Absheron gas and condensate field (50%), which is located
in the Caspian Sea and was discovered by TOTAL in 2011.
The production capacity of this high pressure field is expected to be
35 kboe/d and the gas produced will supply Azerbaijan’s domestic
market. Drilling operations started in February 2018 and the main
facilities construction contracts were awarded in July and October
2018. The role of operator was transferred to the joint TOTAL and
SOCAR company (JOCAP) in August 2018.

In Bulgaria, where TOTAL has been present since 2012, the Group
drilled the Polshkov deep offshore exploration well in 2016 on the
Han Asparuh Block (40%, operator), with a surface area of
14,220 km², 100 km offshore in the Black Sea, which revealed the
presence of oil. The second and third wells drilled in 2017 and 2018
accordingly were expensed in 2018.

In Greece, TOTAL (50%, operator) and its partners have held the
exploration license for the offshore Block 2 in the Ionian Sea since
March 2018. TOTAL undertook geological and seismic analysis, after
which the Group will decide to continue or not the works on this
license. Elsewhere, TOTAL (40%, operator) and its partners were
chosen to explore two offshore blocks south- west of Crete. The
license is expected to be attributed definitively in 2019.

Rest of the Europe and Central Asia area

TOTAL also holds interests (33.35%) in an exploration license without
activity in Tajikistan. In October 2018, the Group signed a cooperation
the state- owned company
agreement
UzbekNefteGas to appraise the exploration potential of six blocks in
the north- east of the country.

in Uzbekistan with

2.1.9.2 Africa (excluding North Africa)

In 2018, TOTAL’s production in the Africa zone (1) was 670 kboe/d,
representing 24% of the Group’s total production, compared
with 654 kboe/d in 2017 and 634 kboe/d in 2016. The two main
producing countries in this zone in 2018 were Nigeria and
Angola.

In Nigeria, the Group’s production, primarily offshore, was
284 kboe/d in 2018 compared to 267 kboe/d in 2017 and
243 kboe/d in 2016. This increase in production comes from
additional opportunities for gas exports to Nigeria LNG Ltd (NLNG)
and from the development of Ofon phase 2 (OML 102).

TOTAL operates five production licenses (OML) on the 33 leases in
which the Group has interests (including one exploration licenses).

TOTAL has offshore operations (production was 183 kboe/d in 2018)
notably on the following leases:

— on OML 130 (24%, operator), the production from the Egina field
started in December 2018. At plateau, the Egina field is expected
to produce 200 kboe/d. The Preowei field development plan
was filed with partners and authorities in 2018;

— on OML 139 (18%), the plan to develop the Owowo discovery,
made in 2012, is under study. This discovery is near the OML
138 license (20%), where the Usan field is in production;

— on OML 102 (40%, operator), the drilling of the 23 additional

wells (Ofon, phase 2) was completed in 2018;

— on OML 99 (40%, operator), the engineering studies for the
development of the Ikike have been completed and the tender
process for the construction is in progress; and

— on OML 118 (12.5%) the tender phase of the Bonga South West
Aparo project (10% unitized) has been launched in February
2019.

TOTAL also has onshore operations (production was 102 kboe/d in
2018), notably:

— on OML 58 (40%, operator), as part of the joint- venture with the
Nigerian National Petroleum Corporation (NNPC). It has been
supplying gas to NLNG and on the domestic Nigerian market
since 2016; and

— in relation to the SPDC joint- venture (10%), which holds
20 production licenses (of which 17 are located onshore), the
2018 production was 58 kboe/d (of which 54 kboe/d was
onshore). The sale process of OML 25 is underway. TOTAL has
obtained an extension of 16 licences for a 20-year period.

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.

TOTAL Registration Document 2018

In Angola, where TOTAL is the leading oil operator in the country (1),
the Group’s production was 211 kboe/d in 2018 compared to
229 kboe/d in 2017 and 243 kboe/d in 2016. It comes from Blocks
17, 14, 0 and 32:

— deep offshore Block 17 (40%, operator), TOTAL’s main asset in
Angola, is composed of four major producing hubs: Girassol,
Dalia, Pazflor and CLOV. In 2018, TOTAL and its partners decided
to launch three brownfield projects: Zinia Phase 2, Clov Phase 2
and Dalia Phase 3. These projects are satellite developments of
the Pazflor, CLOV and Dalia FPSOs, and are expected to start
up production in 2020 and 2021;

— on the ultra deep offshore Block 32 (30%, operator), production
of the Kaombo project started in July 2018 with the start- up of
the Kaombo Norte FPSO (capacity of 115 kb/d). The start- up of
the second Kaombo Sul FPSO, with the same capacity, is
expected in 2019. The discoveries in the central and northern
parts of the Block (outside Kaombo) offer additional potential
and are currently being assessed;

— on Block 14

the
Tombua- Landana and Kuito fields as well as the BBLT project,
comprising the Benguela, Belize, Lobito and Tomboco fields;

(20%) (2), production comes

from

— Block 14K (36.75%) is the offshore unitization area between
Angola (Block 14) and the Republic of the Congo (Haute Mer
license). TOTAL’s interest in the Lianzi field is held at 10% through
Angola Block 14 BV and 26.75% through Total E&P Congo;

— on Block 0 (10%), the second phase of the Mafumeira field

development project started production in 2017;

— on Block 48 (50%, operator), TOTAL obtained the licence in
2018. The first phase of this program is expected to last for two
years with the drilling of one exploration well; and

— TOTAL is also operator of the blocks 25 and 40 (35% and 40%
respectively) in the offshore Kwanza basin. Exploration works did
not enabled to confirm the basin’s potential.

TOTAL is also developing its LNG activities through the Angola LNG
project (13.6%), which includes a gas liquefaction plant with a total
capacity of 5.2 Mt/y near Soyo, supplied by gas associated with
production from Blocks 0, 14, 15, 17, 18 and 32. LNG production
resumed in 2016. Following work to increase the reliability of the
facilities, the plant has been capable of processing all of the gas
supplied since 2017.

In the Republic of the Congo, the Group’s production, through its
subsidiary Total E&P Congo (3), was 136 kboe/d in 2018 compared to
104 kboe/d in 2017 and 90 kboe/d in 2016.

— Two major assets are in production on the Moho Bilondo license:
the Moho Bilondo field (53.5%, operator), of which phase 1b
came into production in 2015, and the Moho Nord field, which
reached its production plateau at the end of 2017. The Moho
Nord field has been producing more than its capacity of
100 kboe/d since the start of 2018 due to the strong productivity
of the wells.

— Total E&P Congo is operator of Djéno (63%), the sole oil terminal

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2

In the Democratic Republic of Congo, after the seismic delineation
works, TOTAL notified in January 2019 the authorities its withdrawal
from Block III.

In Gabon, the Group’s production was 39 kboe/d in 2018 compared
to 54 kboe/d in 2017 and 58 kboe/d in 2016. In September 2018,
TOTAL finalized the sale of a residual interest of 32.9% in the
Rabi- Kounga onshore field, thereby completing a strategic shift of its
activities to offshore Nord, following the sale in 2017 of interests in
certain onshore and offshore fields representing production of 13 kboe/d.

The Group’s activities in Gabon are exclusively carried out by Total
Gabon (4). Total Gabon wholly owns and operates the Anguille and
Torpille sector offshore fields, the Mandji Island sector onshore fields
and the Cap Lopez oil terminal. In November 2018, Total Gabon
launched a drilling campaign on Torpille, as part of the first phase of
the redevelopment of the field.

In Uganda, TOTAL is present in the Lake Albert project, a major
project for the Group, via a stake in licenses EA- 1, EA- 1A, EA- 2 and
EA- 3 (Kingfisher). TOTAL is the operator of licenses EA- 1 and EA- 1A.
In January 2017, TOTAL signed an agreement to acquire 21.57% of
the 33.33% interest held by Tullow in the licenses. TOTAL will take
over operatorship from Tullow of the northern portion of license EA- 2,
enabling significant efficiency gains and synergies for the development
of the northern part of the project (known as Tilenga). China National
Offshore Oil Corporation (CNOOC) has exercised its pre- emption
right on 50% of the interest acquired. The agreement remains subject
to approval by the Ugandan authorities. Following the finalization of
the transaction, TOTAL is expected to own a 44.1% stake in the
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
is made). The exercise of this right would reduce TOTAL’s interest to
37.5%.

The tender process for the front end engineering and design (FEED)
work for the upstream part of the project was launched in 2018 and
the construction contract for surface installations is expected to be
awarded in 2019. Similarly, drilling work was the subject of
competitive bidding in 2018 and award of the contracts is expected
in 2019. The pipeline engineering works were finalized at the end of
2017, and the calls for tender for the construction of the facilities are
in progress.

In Mauritania, TOTAL strengthened its exploration position through
the signature of four new deep offshore licenses (Blocks C7 and C18
in 2017 and Blocks C15 and C31 in 2018). These licenses added to
TOTAL’s portfolio, which already contained Block C9 since 2012.

In Senegal, TOTAL signed two agreements to explore the country’s
deep offshore potential in 2017 through the acquisition of the deep
offshore Block Rufisque and a technical evaluation contract of ultra
deep offshore ultra deep offshore.

In Kenya, TOTAL holds 45% of the offshore licenses L11A, L11B
and L12 and 25% of the onshore licenses 10BA, 10BB and 13T
where oil discoveries have been made.

In South Africa, TOTAL has entered several agreements to step up
its exploration efforts in the country, and the drilling of an exploration
well started in December 2018 in the offshore11B/12B exploration
license (45%, operated), located on the southern coast. In February
2019, TOTAL announced a gas condensate discovery on the
Brulpadda prospect.

in the country.

Rest of the zone of Africa

— At the end of 2016, Total E&P Congo returned its interests in the
Tchibouela, Tchendo, Tchibeli and Litanzi fields (65%) to the
Republic of the Congo, as the licenses have expired.

TOTAL also holds interests in exploration licenses in Côte d’Ivoire,
and in Namibia. In Guinea, TOTAL and the Office National des
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

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

2.1.9.3 Middle East and North Africa

In 2018, TOTAL’s production in the zone of the Middle East and
North Africa was 666 kboe/d, representing 24% of the Group’s
total production, compared to 559 kboe/d in 2017 and
517 kboe/d in 2016. The two main producing countries in this
zone in 2018 were the United Arab Emirates and Qatar.

In the United Arab Emirates, the Group’s production was
288 kboe/d in 2018 compared to 290 kboe/d in 2017 and
291 kboe/d in 2016.

Since March 2018, the Group holds a 20% interest in the Umm
Shaif/Nasr offshore concession and a 5% stake in the Lower Zakum
offshore concession, for a period of 40 years operated by ADNOC
Offshore, which follows the previous Abu Dhabi Marine Areas Ltd
(ADMA) offshore concession.

In November 2018, TOTAL and the state- owned Abu Dhabi National
Oil Company (ADNOC) signed a concession agreement to launch an
exploration program for unconventional gas in the Diyab prospection
zone.

In 2015, the Group had also renewed its 10% interest in the Abu
Dhabi Company for Onshore Petroleum Operations Ltd concession
(ADCO, renamed ADNOC Onshore in 2017) for 40 years.
This concession covers the 15 main onshore fields of Abu Dhabi.

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
from the Al Jurf fields located on offshore areas 15, 16 and 32 (75%(1))
and from the El Sharara fields located on onshore areas 129-130 (30% (1))
and 130-131 (24%(1)). On these areas, production was shut- down in
July and December 2018 for security reasons. The Mabruk fields,
located on onshore areas 70 and 87 (75%(1)) have been shut- down
since the end of 2014.

Additionally, in March 2018, TOTAL acquired Marathon Oil Libya
Limited, which holds a 16.33% stake in the Waha Concessions.

In Algeria, the Group’s production was 47 kboe/d in 2018, compared
to 15 kboe/d in 2017 and 23 kboe/d in 2016. Production in 2016
and 2017 came exclusively from the fields in the TFT zone (Tin Fouyé
Tabankort, 35%), while production in 2018 also includes the
Timimoun field (37.75%) and the fields in the Berkine Basin (404a
and 208, 12.25%). Production on the Timimoun gas field started in
March 2018.

Under the terms of the Global Agreement signed in 2017, two new
concession contracts and the corresponding contracts for the sale
of gas were signed for TFT II (26.4%) in June 2018, and for TFT SUD
(49%) in October 2018. A concession contract and a gas marketing
contract for Timimoun were also signed at the end of 2017,
subsituting those dated July 2002.

TOTAL holds 100% and is the operator of the Abu Al Bukoosh
offshore field, for which the contract was extended for 3 years in
March 2018.

The finalization of the acquisition of Mærsk Oil in March 2018 allowed
for the incorporation of the 404a and 208 Blocks oil assets in the
Berkine Basin.

TOTAL also holds a 15% stake in Abu Dhabi Gas Industries (GASCO,
renamed ADNOC Gas Processing in 2017), which produces NGL
(natural gas liquids) and condensates from the associated gas
produced by ADNOC Onshore. In addition, TOTAL holds 5% of the
Abu Dhabi Gas Liquefaction Company (ADGAS, renamed ADNOC
LNG in 2017), which processes the associated gas produced by
ADNOC Offshore in order to produce LNG, NGL and condensates,
and 5% of National Gas Shipping Company (NGSCO), which owns
eight LNG tankers and exports the LNG produced by ADNOC LNG.

TOTAL holds a 24.5% stake in Dolphin Energy Ltd. that sells gas
from Qatar to the United Arab Emirates. The operations of Dolphin
Energy were not impacted by the evolution of the diplomatic relations
between the United Arab Emirates and Qatar.

In Qatar, the Group’s production was 211 kboe/d in 2018 compared
to 170 kboe/d in 2017 and 134 kboe/d in 2016.

Since 2017 TOTAL holds a 30% stake in the Al Shaheen oil field
concession located 80 km offshore to the north of Ras Laffan for a
period of 25 years. The Al Shaheen field is operated by the North Oil
Company, held by TOTAL (30%) and Qatar Petroleum (70%).

TOTAL also holds a stake in the Al Khalij offshore field (40%, operator).

In addition, the Group participates in the production, processing and
exporting of gas from the North Field through its stakes in the
Qatargas 1 and Qatargas 2 LNG plants:

— Qatargas 1: TOTAL holds a 20% interest in the North
Field- Qatargas 1 Upstream field and a 10% interest in the LNG
plant (three trains with a total capacity of 10 Mt/y); and

— Qatargas 2: the Group holds a 16.7% stake in train 5, which has

an LNG production capacity of 8 Mt/y.

TOTAL offtakes part of the LNG produced in accordance with the
2006 contracts which provides for the purchase of 5.2 Mt/y of LNG
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.

In December 2018, TOTAL was awarded two authorizations to
conduct exploration works on two offshore prospective areas, with
operatorship for one of them.

In Oman, the Group’s production was 38 kboe/d in 2018 compared
to 37 kboe/d in 2017 and 2016. TOTAL participates in the production
of oil principally in Block 6 (4%)(2). In December 2018, TOTAL has
signed a sale agreement for its interest in Block 53 (2%), finalization
is expected in 2019. The Group also produces LNG through its
investments in the Oman LNG (5.54%)/Qalhat LNG (2.04%) (3)
liquefaction complex, with an overall capacity of 10.5 Mt/y. In May
2018, TOTAL signed an MOU with the Oman government to develop
onshore natural gas resources, on Block 6 in the Greater Barik area.

In Iraq, the Group’s production was 19 kboe/d in 2018 compared to
16 kboe/d in 2017 and 18 kboe/d in 2016. TOTAL holds a 22.5%
stake in the risked service contract for the Halfaya field, located in
Missan province. Following development studies in 2016, the decision
to develop phase 3 of the project to increase production to 400 kb/d
was taken in 2017. The new facilities started up at the end of 2018.

Following the finalization of the acquisition of Mærsk Oil in March
2018, TOTAL holds an 18% interest in the Sarsang field in Iraqi
Kurdistan.

In Yemen, there has been no Group production since 2016. Due to
the security conditions in the vicinity of Balhaf, Yemen LNG, in which
the Group holds a stake of 39.62%, stopped its commercial
production and export of LNG in April 2015, when Yemen LNG
declared force majeure to its various stakeholders. The plant is in a
preservation mode.

TOTAL holds various stakes in four onshore exploration licenses, for
which a situation of force majeure has been declared. In addition,
TOTAL signed an agreement to sell its interest in Block 5 (Marib
Basin, Jannah license, 15%) in 2018. This agreement remains subject
to the authorities’ approval.

(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.

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
Comprehensive Plan of Action on May 8, 2018, TOTAL withdrew
from the project SP11 of the giant South Pars gas field and finalized
its withdrawal on October 29, 2018, before the re- imposition of US
secondary sanctions on the oil industry as of November 5, 2018.
TOTAL was the operator and had a 50.1% interest alongside the
Chinese state- owned company CNPC (30%) and Petropars (19.9%);
a wholly- owned subsidiary of National Iranian Oil Company (NIOC).
TOTAL ceased all operational activity in Iran before November 4, 2018.
For information on international economic sanctions concerning Iran,
refer to point 3.1.9 of chapter 3.

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 which TOTAL and the state- owned company SPC each have a
50% share. Additionally, TOTAL is holder of the Tabiyeh contract which
came into effect in 2009. For information on international economic
sanctions concerning Syria, refer to point 3.1.9 of chapter 3.

In Lebanon, TOTAL entered two exploration Blocks 4 and 9 (40%,
operator) located offshore Lebanon in February 2018.

Rest of the zone of the Middle East and North Africa

TOTAL also holds interests in exploration licenses in Cyprus and Egypt.

2.1.9.4 Americas

In 2018, TOTAL’s production in the zone of the Americas was
389 kboe/d, representing 14% of the Group’s total production,
compared to 348 kboe/d in 2017 and 279 kboe/d in 2016.
The two main producing countries in this zone in 2018 were the
United States and Canada.

In the United States, the Group’s production was 119 kboe/d in
2018 compared to 123 kboe/d in 2017 and 86 kboe/d in 2016.

In the Gulf of Mexico, TOTAL holds interests in the Tahiti (17%) and
Chinook (33.33%) deep offshore fields, and, thanks to the acquisition
of Mærsk Oil in March 2018, in the Jack (25%) field. The Tahiti Vertical
Expansion (TVEX) project, launched in 2016, started production in
June 2018, enabling the field to maintain a level of production of
about 100 kboe/d. Since the end of 2014, the Jack field has been
sending its production to a semi- submersible platform shared with
the Saint- Malo and Julia fields.

In January 2018, TOTAL acquired 12.5% of the Anchor discovery,
when it took over Samson Offshore Anchor LLC. As part of the
process to wind up Cobalt International Energy in April 2018, TOTAL
increased its stake in the North Platte and Anchor deep offshore
discoveries by 20%. TOTAL now holds 60% of North Platte, which it
now operates, and 32.5% of Anchor. FEED development activities
on Anchor commenced in 2018.

The Group has also launched the appraisal program of the Ballymore
discovery, announced in January 2018, in which it holds a 40%
interest.

In its Barnett shale gas assets (90.92%), TOTAL has stabilized the
level of operated production through a program of works in 2017
and 2018.

TOTAL also has an interest of 25% in a Chesapeake- operated asset
that produces shale gas operated by Chesapeake in the Utica Basin
(on an acreage mainly located in Ohio). TOTAL has not taken part in
any drilling during the last three years.

In Canada, the Group’s production increased to 95 kboe/d in 2018
compared to 59 kboe/d in 2017 and 34 kboe/d in 2016. This increase
is due:

— to the start- up in January 2018 and the rapid ramp- up during
the year of production of the Fort Hills oil sands mining extraction
project. In the fourth quarter of 2018, the project reached levels
close to its plateau of 180 kboe/d. Following several interest
disposals in 2015 and 2017, TOTAL now holds a 24.58% stake
in Fort Hills; and

— to the strong operational performance of the Surmont SAGD (1)

oil sands project, in which TOTAL holds a 50% stake.

In September 2018, TOTAL sold its 38.25% stake in the Joslyn
project, which was suspended in 2014.

In Argentina, TOTAL operated approximately 30%(2) of the country’s
gas production in 2018. The Group’s production was 79 kboe/d in
2018, compared to 76 kboe/d in 2017 and 78 kboe/d in 2016:

— in Tierra del Fuego, on the CMA- 1 concession, TOTAL operates
the Ara and Cañadon Alfa Complex onshore fields and the Hidra,
Carina and Aries offshore fields (37.5%). In 2016, TOTAL started
production on the Vega Pleyade offshore gas and condensates
field (37.5%, operator), which has a production capacity of
350 Mcf/d; and

— in the Neuquén onshore Basin, the Group holds interests in
10 licenses and operates 6 of them, including Aguada Pichana
Este and San Roque, where production has already started.
Three shale gas and oil pilot projects were launched: the first on
the Aguada Pichana Block, where production started mid- 2015
in order to produce gas; the second on the Rincón la Ceniza
Block, located on the gas and condensate portion of Vaca Muerta
(45%, operator), where production started in 2016; and the third
on the Aguada San Roque Block (24.71%, operator), which was
launched in 2017 to produce oil.

Following the good results of the Aguada Pichana pilot project and a
reduction in drilling costs, the first phase of development of the giant
Vaca Muerta shale play was launched in 2017 in the eastern part of
the Block. In this project, all the partners of Aguada Pichana, Total
Austral S.A. (27.27%, operator), YPF S.A. (27.27%), Wintershall
Energia S.A. (27.27%) and Panamerican Energy LLC (18.18%) have
signed an agreement to split the Block in two. This agreement has
enabled TOTAL to remain the operator of the Aguada Pichana Este
Block, with 27.27% of the conventional part (Mulichinco), and 41%
of the Unconventional part (Vaca Muerta), and to adjust its interest in
the Aguada Pichana Oeste, which is now non- operated, to 25%.

A second development phase was launched on the Aguada Pichana
Este – Vaca Muerta Block in July 2018. It should allow the production
plateau to reach 500 Mcf/d, which corresponds to the capacity of
the existing plant.

On the Aguada Pichana Oeste Block, TOTAL (25%) is taking part in
the pilot, which came into production in 2017.

The wells of the first pilot on San Roque have been in production
since July 2018 and the drilling of a second series of wells started in
July 2018.

The initial results of the pilot development on the Rincón la Ceniza
Block are encouraging at this stage. The delineation well drilled in
2016 on the La Escalonada Block in order to test the oil portion of
the formation has also demonstrated good productivity.

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

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

On the Aquio and Ipati Blocks of the Incahuasi field, the decision
was taken to connect the ICS- 3 well in 2017, and the increase of the
plant’s capacity to 390 Mcf/d was approved in June 2018.

An exploration well is expected to be drilled on the Azero exploration
license (50%) in 2019.

In Venezuela, the Group’s production was 34 kboe/d in 2018
compared to 44 kboe/d in 2017 and 47 kboe/d in 2016. It comes
from the Group’s interests in PetroCedeño (30.32%) and Yucal Placer
(69.5%). The development of the extra heavy oil field of PetroCedeño
continues (26 wells were drilled in 2018, compared to 49 in 2017
and 39 in 2016), as well as the debottlenecking project for the water
separation and treatment facilities. For information on international
economic sanctions concerning Venezuela, refer to point 3.1.9 of
chapter 3.

In Brazil, the Group’s production totaled 19 kboe/d in 2018, which
was the Group’s first full year of production in the country.
The production comes from the Libra (20%) field, where the part in
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 very deep waters (2,000 m), approximately 170 km off the coast of
Rio de Janeiro. At year- end 2018, 15 wells had been drilled and the
production started in 2017 with the FPSO Pioneiro de Libra (50 kb/d
capacity) designed to carry out the long- term production tests
necessary for optimizing future development phases. The first
development phase (17 wells connected to an FPSO with a capacity
of 150 kb/d) also started in 2017.

In 2017, TOTAL and Petrobras signed definitive contracts in relation
to a package of assets in Brazil contemplated by their strategic
alliance agreed in 2016. As part of this strategic alliance, in January
2018, TOTAL acquired a 22.5% interest in the concession Iara,
located in Block BM- S- 11A, which is currently under development,
as well as a 35% interest and the operatorship in the Lapa field
concession area, located in Block BM- S- 9A, which started up in
2016. TOTAL holds a 35% interest in Lapa field. TOTAL is expected
to increase to 45% following the finalization of the acquisition of an
additional interest of 10%, which is subject to approval by the relevant
Brazilian authorities. The agreements provide for the strengthening
of technical cooperation between the two companies, in particular
by the joint assessment of the exploration potential of promising
areas in Brazil and by the development of new technologies, in
particular in deep offshore. On Iara, the declaration of the
commerciality of two developments has been made, one for the
development of the two Berbigao and Sururu- West fields, and the
other for the development of the Atapu field. On the Sururu field, a
six- month production test has been completed and the drilling of an
appraisal well has revealed the highest oil column in the pre- salt in
Brazil (530 m).

The acquisition of Mærsk Oil in March 2018 allowed for the
incorporation of new assets in TOTAL’s portfolio in Brazil: Wahoo
(28.6%) and Itaipu (40%) respectively on the BMC- 30 and
BMC- 32 Blocks in the Campos Basin.

In addition, the Group holds 17 exploration licenses located in the
Barreirinhas, Ceará, Espirito Santo, Foz do Amazonas and Pelotas
basins.

In Colombia, TOTAL started production on the Niscota field (71.4%)
in 2017. The commerciality of the development of the field was
declared In November 2018. The Group’s production totaled
1 kboe/d in 2018.

In Mexico, TOTAL was awarded exploration licenses in 2016 on
three blocks in offshore Mexico, following the country’s first
competitive deep water bid round. Located in the Perdido Basin,
Block 2 (50%, operator) covers an area of 2,977 km² at depths of
between 2,300 and 3,600 meters. TOTAL also holds stakes in Blocks
1 (33.33%) and 3 (33.33%), located in the Salina Basin, and in Block
15 (60%, operator). In March 2018, TOTAL obtained three exploration
blocks in the shallow waters of the Campeche Basin: Block 32 (50%),
Block 33 (50%, operator) and Block 34 (42.5%).

In Guyana, TOTAL finalized in 2018 the acquisition of a 35% stake in
the Canje Block, 25% of the Kanuku Block and 25% of the Orinduik
Block, as part of the exploration of the prolific offshore Guyana Basin.
The acquisition of these interests has been approved by the authorities.

Rest of the Americas zone

At the end of 2018, TOTAL disposed of its interests in the Aruba
exploration license. The Group holds an interest in the Guyane Maritime
license in French Guiana (100%, operator), on which plug and
abandonmet operations of the negative exploration well GMES-6 are
in progress.

2.1.9.5 Asia- Paciﬁc

In 2018, TOTAL’s production in the zone of Asia- Pacific was
141 kboe/d, representing 5% of the Group’s overall production,
compared to 244 kboe/d in 2017 and 265 kboe/d in 2016. The
two main producing countries in this zone in 2018 were Thailand
and Australia.

In Thailand, the Group’s production was 52 kboe/d in 2018
compared to 58 kboe/d in 2017 and 60 kboe/d in 2016.
This production comes from the Bongkot offshore gas and
condensate field (33.33%). The Thai state- owned company PTT
purchases all of the natural gas and condensate production. New
platforms were installed in 2018 to maintain the production plateau.

In Australia, the Group’s production was 34 kboe/d in 2018
compared to 19 kboe/d in 2017 and 16 kboe/d in 2016. It comes
from Gladstone LNG (GLNG) (27.5%) and Ichthys LNG, project for
which the start of the offshore production began in July 2018 and
the first export of LNG occured in October 2018. The Ichthys LNG
project involves the development of a gas and condensate field
located in the Browse Basin. This development includes a platform
for the production, processing and export of gas, an FPSO for
processing and exporting the condensate, an 889 km gas pipeline
and an onshore liquefaction plant in Darwin. When running at full
capacity, the two trains of the gas liquefaction plant will supply
8.9 Mt/y of LNG, 100,000 barrels of condensates per day and
1.65 Mt/y of LPG. The LNG has already been sold, mainly on the
Asian market, under long- term contracts. TOTAL disposed in
December 2018 of a 4% interest in the Ichthys LNG project in
Australia, thus reducing TOTAL’s interest in the asset from 30% to
26%.

GLNG is an integrated production, transportation and liquefaction
project from the Fairview, Roma, Scotia and Arcadia fields with a
capacity of 7.8 Mt/y located on Curtis Island, Queensland. The plant’s
two trains are in production.

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
Maharaja Lela Jamalulalam condensate gas field on Block B (37.5%,
operator) and from the unitized Gumusut- Kakap field, of which the
part in Brunei is located on Block CA1 (86.9%, operator). The signing
of the unitization agreements in July 2018 gives TOTAL access to
4.64% of the Gumusut- Kakap field, which started in 2012 and
produced 155 kboe/d of oil in 2018. The gas from the Maharaja Lela
Jamalulalam field is delivered to the Brunei LNG liquefaction plant.

On the CA1 deep offshore exploration Block (86.9%, operator), the
exploration license was extended for two years in October 2018.

In Myanmar, the Group’s production was 17 kboe/d in 2018
compared to 19 kboe/d in 2017 and 21 kboe/d in 2016.

The Yadana field (31.24%, operator), located on the offshore Blocks
M5 and M6, primarily produces gas for delivery to PTT for use in Thai
power plants. The Yadana field also supplies the domestic market
via an offshore pipeline built and operated by MOGE, a Myanmar
state- owned company. In 2017, TOTAL started production on the
Badamyar field, a satellite of the Yadana field. This project is expected
to make it possible to extend production on this gas field, which is
8 Bcf/y, beyond 2020.

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
the deep offshore area west of Myanmar, where a gas discovery has
been made. A delineation well drilled in 2018 has produced
encouraging results. These discoveries are currently being assessed.

In 2015, TOTAL signed a production sharing contract on the deep
offshore YWB Block (100%, operator). The 2016 2D seismic survey
was followed by a 3D seismic survey in 2018.

In China, the Group’s production was 16 kboe/d in 2018 compared
to 15 kboe/d in 2017 and 10 kboe/d in 2016. This production comes
from the South Sulige Block (49%) in the Ordos Basin of Inner
Mongolia, where the drilling of tight gas development wells is ongoing.

In 2017, TOTAL signed a production sharing contract on the Taiyang
exploration Block (49%, operator), located in both Chinese and
Taiwanese waters in the China Sea. A 2D seismic survey was carried
out in 2018.

In Indonesia, Group production was 3 kboe/d in 2018, compared
with 112 kboe/d in 2017 and 140 kboe/d in 2016, given the expiry of
the Mahakam license and the transfer of the corresponding activities
to Pertamina (operator) on January 1, 2018. The Group still holds an
interest in the Sebuku license (15%), production from the Ruby gas
field is routed by pipeline for processing and separation at the Senipah
terminal.

In Papua New Guinea, the Group owns a stake in Block PRL- 15
(40.1%, operator since 2015). The State of Papua New Guinea retains
the right to take a stake in the license (when the final investment

decision is made) at a level of 22.5%. In this case, TOTAL’s stake
would be reduced to 31.1%. Block PRL- 15 includes the two
discoveries Elk and Antelope. The delineation program of these
discoveries was completed in 2017 and the results of the wells drilled
confirmed the resource levels of the fields. Development studies
continued in 2018.

TOTAL holds interests in the PPL339 (35%), PPL589 (100%) and
PPL576 (100%) exploration licenses. The interpretation of the
multi- client seismic survey performed in late 2016 on PPL576
revealed some promising prospects.

TOTAL and its partners signed on November 2018 a Memorandum
of Understanding with the Independent State of Papua New Guinea
defining the key terms of the Gas Agreement for the Papua LNG
Project. The proposed Gas agreement is expected to be finalized in
the first half of 2019.

Rest of the Asia- Pacific zone

TOTAL also holds interests in exploration licenses in Malaysia and
the Philippines. In Cambodia, TOTAL is working to implement an
agreement entered into in 2009 with the Cambodian government for
the exploration of Block 3 located in an area of the Gulf of Thailand
disputed by the governments of Cambodia and Thailand. This
agreement remains subject to the establishment by both countries of
an appropriate contractual framework. In Sri Lanka, in 2016 TOTAL
signed an agreement to proceed with surveys on the offshore JS- 5
and JS- 6 Blocks off the east coast.

Registration Document 2018 TOTAL

2018

Undeveloped
acreage (a)

Developed
acreage

19,649

7,450

3,733

685

77,537

55,174

31,406

6,068

24,595

13,355

42,332

24,566

199,252

107,298

923

221

619

127

718

198

3,037

427

1,102

509

668

204

7,067

1,686

Gross productive
wells

Net productive
wells (a)

2018

767

314

337

627

1,533

11,189

190

1,066

3,528

2,289

14,900

7,023

261

113

429

711

352

2,052

743

1,825

3,060

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

GROSS

NET (b)

Oil

Gas

Oil

Gas

Oil

Gas

Oil

Gas

Oil

Gas

Oil

Gas

OIL

GAS

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

2.1.10 Oil and gas acreage

As of December 31 (in thousands of acres)

Europe and Central Asia (excl. Russia)

Russia

Africa (excl. North Africa)

Middle East and North Africa

Americas

Asia- Pacific

TOTAL

(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

As of December 31 (number of wells)

Europe and Central Asia (excl. Russia)

Russia

Africa (excl. North Africa)

Middle East and North Africa

Americas

Asia- Pacific

TOTAL

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

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
productive
wells drilled
(a) (b)

Net
dry wells
drilled
(a) (c)

Net
total wells
drilled
(a) (c)

Net
productive
wells drilled
(a) (b)

Net
dry wells
drilled
(a) (c)

Net
total wells
drilled
(a) (c)

Net
productive
wells drilled
(a) (b)

Net
dry wells
drilled
(a) (c)

Net
total wells
drilled
(a) (c)

As of December 31 (number of wells)

Exploration

Europe and Central Asia (excl. Russia)

0.9 0.8

1.7

0.1

1.8 1.9

1.1 1.0

Russia

- -

- - - -

- -

Africa (excl. North Africa)

Middle East and North Africa

Americas

Asia- Pacific

TOTAL

0.1 1.0

0.5

0.5 1.6

0.8

2.8 3.4

1.1

0.5

2.1

0.8

6.2

0.2 0.5 0.8

0.6 0.5 1.1

0.7

0.8

1.3 0.5 1.7

2.1 0.8

1.2 0.7 1.9

1.6

3.4 4.0 7.4

6.3 1.8

2.1

0.7

0.8

2.9

1.6

8.1

Development

Europe and Central Asia (excl. Russia) 10.1

Russia

13.4

10.1

13.4

Africa (excl. North Africa)

13.0 0.1 13.1

Middle East and North Africa

68.8

14.4

82.0

8.8

- 8.8

13.6 0.5 14.1

21.5 -

21.5

- 14.4

18.7

14.6

18.7

14.6

82.0

49.3 1.1 50.4

Americas

Asia- Pacific

TOTAL

38.8 0.3 39.1

29.2 0.5 29.7

35.4

116.3

116.3 132.4

- 132.4 151.0

35.4

151.0

260.4 0.4 260.8 288.3 0.5 288.8 282.6 1.6 284.2

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)

As of December 31 (number of wells)

Gross

2018

Net (a)

Exploration

Europe and Central Asia (excl. Russia)

- -

Russia

- -

Africa (excl. North Africa)

Middle East and North Africa

Americas

0.5

0.4

2.0

Asia- Pacific

- -

TOTAL

Other wells (b)

Europe and Central Asia (excl. Russia)

Russia

Africa (excl. North Africa)

Middle East and North Africa

Americas

Asia- Pacific

TOTAL

138

180

579

1,038

1,044

2.9

71.4

3.9

13.7

26.2

21.3

137.7

274.2

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

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

Norway
Frostpipe (inhibited)

Baku (Azerbaijan)

Ceyhan (Turkey, Mediterranean)

5.00

Heimdal to Brae Condensate Line

Heimdal

Kvitebjorn Pipeline

Kvitebjorn

Lille- Frigg, Froy

Oseberg

Brae

Mongstad

Norpipe Oil

Ekofisk Treatment center

Teesside (United Kingdom)

Oseberg Transport System

Oseberg, Brage and Veslefrikk Sture

Troll Oil Pipeline I and II

Troll B and C

Vestprosess (Mongstad refinery)

Kollsnes (Area E)

Vestprosess (Mongstad refinery)

Vestprosess

Netherlands
Nogat Pipeline

WGT K13- Den Helder

WGT K13- Extension

United Kingdom
Alwyn Liquid Export Line

F3- FB

K13A

Markham

Alwyn North

Den Helder

K13 (via K4/K5)

Cormorant

Forties (Unity)

Bruce Liquid Export Line

Bruce

Graben Area Export Line (GAEL)
Northern Spur

Graben Area Export Line (GAEL)
Southern Spur

Ninian Pipeline System

Ninian

Elgin- Franklin

ETAP

Sullom Voe

Shearwater Elgin Area Line (SEAL)

Elgin- Franklin, Shearwater

Bacton

ETAP

Forties (Unity)

36.25

16.76

5.00

45.22

12.98

3.71

5.00

4.66

23.00

100.00

1.00

9.58

32.09

16.36

25.73

SEAL to Interconnector Link (SILK)

Bacton

Interconnector

54.66

AFRICA (EXCL. NORTH AFRICA)

Gabon
Mandji Pipes

Nigeria
O.U.R

NOPL

Mandji fields

Cap Lopez Terminal

100.00 (a)

Obite

Rumuji

Owaza

40.00

MIDDLE EAST AND NORTH AFRICA

Qatar
Dolphin

AMERICAS

Argentina
TGM

Brazil
TBG

TSB

ASIA- PACIFIC

Australia
GLNG

Myanmar
Yadana

North Field (Qatar)

Taweelah- Fujairah- Al Ain
(United Arab Emirates)

24.50

Neuquén (TGN) /
Porto alegre (Brazil)

Paso de Los Libres
(Brazil border)

Bolivia- Brazil border

Porto Alegre via São Paulo

Argentina- Brazil border
(TGM)/ Porto Alegre

Uruguyana (Brazil) Canoas

32.68

9.67

25.00

Fairview, Roma,
Scotia, Arcadia

GLNG (Curtis Island)

27.50

Yadana field

Ban- I Tong (Thai border)

31.24

(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.

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

installed low
carbon power
capacity (1)
at the end of 2018

21.8 Mt

of LNG managed
in 2018

$0.5 B

organic
investments (2)
in 2018

12,011

employees
present

> 5 M

sites,
of which 80%
are B2C

Gas, Renewables & Power segment ﬁnancial data (3)

(M$)

Adjusted net operating income (a)

Operating cash flow before working capital changes w/o financial charges (DACF) (b)

Cash flow from operations (c)

2018

756

513

2017

485

294

(670) 1,055

2016

439

176

589

working capital at replacement cost, without financial charges.

Adjusted net operating income for the Gas, Renewables & Power
segment was $756 million in 2018, notably thanks to the good
performance of LNG and gas/power trading activities. 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 2018.

TOTAL integrates the climate change in its strategy and anticipates
the new trends on the energy market. Thus, the Group strengthens
its development in the natural gas value chain and intends to develop
profitable activities in low- carbon electricity.

The activities of TOTAL in the gas business contribute to the growth
of the Group by ensuring market outlets for its current and future
natural gas production. In addition to its activities in liquefied natural
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 is present along the entire electricity value chain, from the
production of low carbon electricity to marketing activities. TOTAL’s
activities in electricity production rely on its subsidiaries Direct Énergie,
Quadran, Total Solar and its shareholdings in SunPower and Total
Eren. TOTAL is also involved in electricity storage (Saft Groupe),

as well as in services to reduce the energy consumption of its
customers and the environmental footprint, in particular through its
Greenflex subsidiary or through projects to capture, store or use CO2.

As part of its strategy aiming to develop low carbon activities, several
major acquisitions were made in 2018. In July 2018, the finalization
of the acquisition of Engie’s LNG business enabled TOTAL to
consolidate its position as a leading actor in LNG. This acquisition
strengthens TOTAL’s positions in the production of LNG, increases
the number of long- term purchase and sales agreements, and its
regasification capacities, in particular in Europe, and adds a fleet of
LNG tankers, thereby offering more flexibility to its portfolio.

TOTAL also signed an agreement with KKR- Energas for the
acquisition of two combined- cycle natural gas power plants in France.
In September 2018, TOTAL finalized the acquisition of Direct Énergie
(France’s top alternative energy supplier (4)) and its subsidiary Quadran
(developer and owner of renewables assets), thereby speeding up its
strategy to integrate the gas- electricity chain in Europe. In December
2018, TOTAL and EPH also signed an agreement allowing TOTAL,
subject to authorisation by the competent authorities, to acquire in
2020 two gas power turbines in France.

(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).
(3) The data for the 2016 financial year has been restated to take into account the change in the organization of the Group that has been fully effective since January 1, 2017.
(4) Source: Company data.

Registration Document 2018 TOTAL

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
leading players (1) in the sector and has solid and diversified positions
both in the upstream and downstream of the LNG chain. LNG
development is a key element of the strategy of the Group, which is
strengthening its positions in most major production regions and
main markets.

2.2.1.1 LNG production

Through its interests in liquefaction plants in Angola, Australia, Egypt,
the United Arab Emirates, Nigeria, Norway, Oman, Qatar, Russia and
Yemen (2), the Group sells LNG across markets worldwide. In 2018,
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
LNG (Russia) plants started producing LNG. The growth of LNG
production sold by TOTAL over the coming years is expected to be
ensured by the Group’s liquefaction projects under construction
(in the United States and Russia), or by projects currently under study
(Papua New Guinea, Nigeria, Russia, Oman, Mexico and the United
States (3)).

Thereby, in March 2019, Total has signed the definitive agreement
with PAO Novatek (4) for the acquisition of a direct 10% interest in
Arctic LNG 2. Furthermore, a Memorandum of Understanding (MOU)
signed with the government of Oman is expected to enable the
Group to develop a regional hub for the delivery of an LNG bunker
service to ships, using the natural gas resources from Block 6. Finally,
TOTAL has signed an MOU with Sempra Energy for the development
of projects for the export of North American LNG, including the
expansion of Cameron LNG in Louisiana and the Energia Costa Azul
project in Baja California, Mexico.

2.2.1.2 Long- term Group LNG sales and purchases

TOTAL acquires long-term LNG volumes mainly from liquefaction
projects in which the Group holds an interest (Egyptian LNG in Egypt,
Ichthys in Australia, Qatargas 2 in Qatar, Nigeria LNG in Nigeria,
Snøhvit in Norway, Yamal LNG in Russia and Yemen LNG in Yemen).
Furthermore, TOTAL also acquired long-term LNG volumes from
American projects in which the Group has no equity (Sabine Pass,
Corpus Christi, Cove Point). These volumes support the expansion
of the Group’s worldwide LNG portfolio. Since 2009, a growing
portion of the long- term volume purchased by the Group that was
initially intended for delivery to North American and European markets
has been diverted to Asian markets, benefitting from a better price
environment.

New LNG sources arising from, among others, the acquisition of
Engie’s LNG assets in the United States (Cameron LNG) are expected
to ensure the growth of the Group’s LNG portfolio. The Group is
developing new LNG markets by launching projects of Floating
Storage and Regasification Units (FSRU) for the import of LNG, for
example in Myanmar or Côte d’Ivoire, in addition to the two FSRUs
already in operation following the acquisition of Engie’s LNG activities.

TOTAL holds several significant contracts for the long- term sale of
LNG in Chile, China, South Korea, Spain, the United States,
Indonesia, Japan, Panama, the Dominican Republic, Singapore and
Taiwan.

2.2.1.3 LNG shipping

As part of its LNG shipping activities, TOTAL uses a fleet of 15 LNG
vessels, 12 of which come from the acquisition of Engie’s LNG
portfolio. In addition to the fleet, TOTAL may also charter extra vessels
on a spot and short- term basis to meet trading needs.

2.2.1.4 LNG trading

The Group’s activities are developing in LNG trading through major
sale and purchase contracts and are reinforced by the acquisition
of Engie’s portfolio of LNG activities. In 2018, these LNG trading
activities represented a volume of 17.1 Mt compared with 7.6 Mt in
2017 and 5.1 Mt in 2016.

The portfolio focuses, in particular, on Asian markets (China, South
Korea, India, Indonesia, Japan and Taiwan) and is made up of spot
and long- term contracts that enable TOTAL to supply gas to its main
customers worldwide, while keeping sufficient flexibility to seize
market opportunities.

In 2018, the trading teams were located in London, Paris, Houston
and Singapore.

In 2018, TOTAL bought 173 shipments under long- term contracts
from Algeria, Australia, Egypt, the United States, Nigeria, Norway,
Qatar and Russia and 97 spot or medium- term shipments, compared
with 59 and 49 in 2017, and 51 and 19 in 2016 respectively. Deliveries
from Yemen LNG have been halted since 2015.

2.2.1.5 LNG regasiﬁcation

TOTAL has entered agreements that provide a long- term access to
LNG regasification capacity worldwide, through existing assets or
projects under development in Europe (Belgium, France and the
United Kingdom), the Americas (the United States, Panama and
Mexico), Asia (India and Myanmar) and Africa (Côte d’Ivoire). TOTAL
also charters two FSRUs.

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
LNG activities.

In France, TOTAL holds a 27.5% interest in Fosmax LNG.
The terminal received 65 vessels in 2018, compared with 55 in 2017
and 54 in 2016.

In October 2018, TOTAL sold its 9.99% stake in the Dunkerque LNG
terminal, with a capacity of 13 Bcm/y.

In the United Kingdom, through its equity interest in the Qatargas
2 project, TOTAL holds an 8.35% stake in the South Hook LNG
regasification terminal, with a total capacity of 21 Bcm/y.

In the United States, in 2004, TOTAL has reserved a regasification
capacity of approximately 10 Bcm/y in the Sabine Pass terminal
(Louisiana) for a 20- year period until 2029. In 2012, TOTAL and
Sabine Pass Liquefaction (SPL) signed agreements allowing TOTAL’s
reserved regasification capacity to gradually be transferred by TOTAL
to SPL in return for a payment.

In India, TOTAL disposed of its 26% stake in the Hazira terminal in
January 2019. The terminal received 67 vessels in 2018, compared
with 44 in 2017 and 61 in 2016. Furthermore, in October 2018,
TOTAL and Adani Group signed an agreement to develop several
LNG regasification terminals, including Dhamra LNG on the east
coast of India, and to develop the marketing of LNG in India.
Thus, TOTAL relies on a recognized local partner to break into the
Indian market.

In Myanmar, a consortium led by TOTAL has been tasked with the
responsibility of developing an integrated project, including an FSRU
LNG regasification terminal at Kanbauk, a 1,230 MW production
plant and the supply of electricity as far as Yangon, which is expected
to start up in 2023.

(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.

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
been assigned responsibility for developing and operating an

FSRU- type LNG regasification terminal in Abidjan, which is expected
to start up in 2021.

2.2.2 Trading and transport (excluding LNG)

2.2.2.1 Trading excluding LNG

Following the sale in 2015 of its subsidiary Total Coal South Africa,
the Group ceased its coal production activities. Moreover, in 2016,
the Group stopped its coal sales and trading activities.

A) LPG

In 2018, TOTAL traded and sold nearly 5.2 Mt of LPG (propane and
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
by the Group. This trading activity was conducted by means of seven
long- term chartered vessels. In 2018, 255 journeys were necessary
for transporting the negotiated quantities, including 156 journeys
carried out by TOTAL’s long- term chartered vessels and 99 journeys
by spot- chartered vessels.

B) Petcoke and sulfur

TOTAL sells petcoke coming from the Port Arthur refinery in the
United States and the Jubail refinery in Saudi Arabia. Petcoke is sold
to cement producers and electricity producers mainly in India, as
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
the gas- electricity chain in Europe and to develop low- carbon
electricity by acquiring Direct Énergie and two combined- cycle natural
gas power plants in France from KKR- Energas. Consequently,
TOTAL has the capacity to produce 2.7 GW of low- carbon electricity
from gas and renewables (in Group share) worldwide.

2.2.3.1 Electricity production from natural gas

The construction of a portfolio of combined- cycle gas power plants
in Europe is part of the strategy to integrate the gas and electricity
value chain, from production to marketing, and compliments well the
renewable electricity.
sources of production of
Furthermore, the flexible production of these power plants enables
the Group to optimize its customers’ electricity supply costs.

intermittent

In France and Belgium, TOTAL owns four combined- cycle natural
gas (CCGT) power plants. The global installed capacity is 1.6 GW.
TOTAL holds a 60% stake in project to build a fifth 0.4 GW CCGT
power plant in Landivisiau, France. The agreement signed in
December 2018 with EPH will bring to TOTAL portfolio two additional
gas power turbines (0.8 GW) from 2020, subject to authorisation by
the competent authorities.

In Abu Dhabi, the Taweelah A1 gas power plant, which is owned by
the Gulf Total Tractebel Power Company (TOTAL, 20%), combines
electricity generation and water desalination. The plant has a net
power generation capacity of 1.6 GW and a water desalination
capacity of 385,000 m³ per day. The plant’s production is sold to
Abu Dhabi Water and Electricity Company (ADWEC) as part of a
long- term agreement.

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
in 2016.

C) Natural gas and electricity

TOTAL is pursuing gas and electricity trading operations in Europe
and North America in order to sell the Group’s production and to
supply the marketing subsidiaries and other entities of the Group.

In Europe, TOTAL sold 46.4 Bcm of natural gas in 2018, compared
with 33.3 Bcm in 2017 and 32.9 Bcm in 2016 (1). The Group also
traded 65.4 TWh of electricity in 2018, compared to 70.2 TWh in
2017 and 49.1 TWh in 2016, mainly from external sources.

In North America, TOTAL sold 13.7 Bcm of natural gas in 2018
from its own production or from external resources, compared to
12.1 Bcm in 2017 and 10.1 Bcm in 2016.

2.2.2.2 Transport of natural gas

The Group holds interests in gas pipelines (refer to point 2.1.14 of
this chapter) located in Brazil and Argentina.

In Brazil, TOTAL and Petrobras pursue the study of new business
opportunities in the natural gas.

2.2.3.2 Electricity production from renewables

As part of its development in low- carbon electricity, TOTAL relies on
its Quadran and Total Solar subsidiaries and its shareholdings in
SunPower and Total Eren.

A) SunPower

TOTAL has held, since 2011, a majority interest in SunPower (55.66%
as of December 31, 2018), an American company listed on NASDAQ
and based in California.

Since 2017, SunPower has focused its activities on two segments:
on the one hand, the design, production and international sale of
very high- efficiency solar cells and panels, and, on the other hand,
the sale of photovoltaic systems, that increasingly include storage, in
the United States. SunPower had a capacity
to produce
Inter-digitated Back Contact (IBC) cells of almost 1.2 GW/y at the
end of 2018. The cells are then assembled into solar panels in plants
located mainly in France and Mexico. To enlarge its commercial
offering, SunPower has marketed, since 2016, a new range of panels
to target the most competitive market sectors while continuing to
hold a technological edge over its competitors. SunPower is finalizing
the development of its future highly efficient technology, which
significantly reduces costs, and has
industrial
deployment.

launched

its

SunPower markets its panels worldwide for applications ranging from
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

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Gas, Renewables & Power segment

In 2018, the worldwide photovoltaic market remained dynamic, with
estimated growth of 14% (compared with 30% in 2017) of newly
installed capacities (1). SunPower installed more than 1.5 GW in 2018,
compared to 1.4 GW in 2017 and 1.3 GW in 2016.

In the American market, SunPower is one of the leading players on
the residential, industrial and commercial markets, and is driving the
development of smart energy offerings (a combination of photovoltaic
solar power, storage and other services).

As part of its recentering strategy, SunPower sold, in June 2018, its
stake in 8point3 Energy Partners to an investment fund in the energy
sector. In 2018, SunPower also sold its inverters activity and its last
solar farm projects that were under development, mainly in the
Americas.

In October 2018, SunPower acquired certain assets of SolarWorld
Americas, in particular the Hillsboro plant in Oregon, thereby
strengthening its position in the production of solar panels in the
United States. In September 2018, the American government
exempted the IBC technology of the customs tariffs imposed by the
American authorities on imports of cells and panels in January 2018.

B) Quadran

In 2018, TOTAL maintained its policy of investing in low- carbon
businesses with the acquisition of Direct Énergie, which owns
Quadran. This company enables the Group to speed up its
development in solar and wind power, biogas and in hydroelectricity
in France.

This acquisition adds 0.7 GW gross installed capacity (in 100%).
At the end of 2018, Quadran operates a portfolio of 213 onshore

wind, solar, hydroelectric and biogas assets in France, and develops
a series of renewable electricity projects that have reached different
stages of maturity.

C) Total Eren

In December 2017, TOTAL acquired a 23% interest in Eren
Renewable Energy, which has since been renamed Total Eren.
TOTAL will be able to take control of Total Eren after a period of five
years. Through its partnerships with local developers, Total Eren
today manages numerous energy projects in countries and regions
where renewable energies represent an economically viable response
to a growing demand for energy, such as Asia- Pacific, Africa and
Latin America.

Total Eren has a diversified set of assets in renewable energies
(wind, solar and hydraulic), representing a gross installed capacity of
about 1.3 GW (in 100%) in operation or under construction around
the world.

D) Total Solar

Total Solar, which is 100% owned by the Group, contributes to the
development of activities in solar power, with a focus on two market
segments:

— decentralized photovoltaic systems aimed at industrial or
commercial customers (B2B) entering into private PPAs (power
purchase agreements); and

— ground- mounted solar power plants in targeted geographical

areas: Europe, the Middle East, Japan and South Africa.

2.2.4 Natural gas and electricity marketing

With a customer portfolio in excess of 5 million sites delivered and
133 TWh, TOTAL is now targeting 15% market share in France and
Belgium within 5 years in the residential segment.

subsidiary Total Gas & Power Nederland B.V. The volumes delivered
in 2018 were 0.4 Bcm of gas and 0.4 TWh of electricity, compared
with 0.3 Bcm and 0.2 TWh in 2017.

In France, TOTAL operates in the natural gas and electricity markets
for industrial and commercial customers through its Total Énergie
Gaz and, Direct Énergie since 2018, marketing subsidiaries, whose
global gas sales totaled 1.8 Bcm in 2018, compared with 1.9 Bcm in
2017 and 2.2 Bcm in 2016. TOTAL also operates on the domestic
market through its subsidiary Total Spring (previously known as
Lampiris France) and Direct Énergie. The sales of Total Spring and
Direct Énergie in the residential segment (electricity and gas) totaled
17.9 TWh in 2018, compared with 3.8 TWh in 2017.

In the United Kingdom, TOTAL sells natural gas and electricity in
the industrial and commercial segment through its subsidiary Total
Gas & Power Ltd. In 2018, the volume of gas sales totaled 4.2 Bcm,
compared with 4.3 Bcm in 2017 and 4.0 Bcm in 2016. Electricity
sales were nearly 10.1 TWh in 2018, compared to 9.1 TWh in 2017
and 7.4 TWh in 2016.

In Germany, Total Energie Gas GmbH, a marketing subsidiary of
TOTAL, marketed 1.2 Bcm of gas in 2018 to industrial and
commercial customers, compared to 1.2 Bcm in 2017 and 0.9 Bcm
in 2016. Electricity sales were 0.5 TWh in 2018, compared with
0.3 TWh in 2017.

In the Netherlands, TOTAL operates in the natural gas and electricity
markets for industrial and commercial customers through its

In Belgium, TOTAL operates on the natural gas and electricity supply
markets through its subsidiaries Lampiris and Direct Énergie.
The Lampiris and Poweo by Direct Énergie brands are present in the
residential segment, while Total Gas & Power Belgium operates in
the industrial and commercial segments. In 2018, the volumes of
gas delivered amounted to almost 0.8 Bcm, compared with 0.7 Bcm
in 2017, while electricity sales totaled almost 3.7 TWh, compared
with 3.7 TWh in 2017.

In Spain, TOTAL Gas y Electricidad España markets electricity to the
industrial and commercial segments since January 2018. In 2018,
the volume of electricity sales reached 0.1 TWh. The Group sold its
35% stake in Cepsa Gas Comercializadora in 2017.

In Argentina, the subsidiary Total Gas Marketing Cono Sur is in
charge of marketing the gas produced by Total Austral, the Group’s
production subsidiary, as well as marketing the gas produced by
third parties. In 2018, the volume of gas sales reached 4.3 Bcm,
compared to 4.2 Bcm in 2017 and 4.0 Bcm in 2016.

The Group holds stakes in the marketing companies that are
associated with the LNG regasification terminals located at Altamira
in Mexico and Hazira in India. In early 2019, TOTAL closed the sale
of its stake in the regasification company in India that also owned the
marketing activity.

2.2.5 Energy storage

Energy storage is a major challenge for the future of power grids and
a vital accompaniment to renewable energies, which are intermittent
by nature. Large- scale electricity storage is essential to promote the
growth of renewables and enable them to make up a significant
share of the electricity mix.

The acquisition of 100% of the shares of Saft Groupe S.A. (“Saft”),
completed in August 2016 following a successful voluntary takeover
bid, fully aligned with TOTAL’s goal to develop in low- carbon
businesses.

(1) Source: BNEF.

TOTAL Registration Document 2018

Saft is a French company that celebrated its 100th anniversary in
2018 and specializes in the design, manufacture and marketing of
high technology batteries for industry.

is active

technologies. The company

Saft develops batteries based on nickel, lithium- ion and primary
lithium
transport,
telecommunications, industrial infrastructures, civil and military
electronics, space, defense and energy storage. Building on the
strength of its technological know- how, and through its energy
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.

2.2.6

Innovation and energy efciency

2.2.6.1 Energy efciency services

The energy efficiency services market is experiencing strong growth,
which is expected to accelerate in the coming years. In this context,
the Group is investing in this market, with the aim of helping
customers optimize their consumption and emissions, in particular
by choosing between the best energy sources.

In 2017, the Group finalized the acquisition of GreenFlex, a French
company founded in 2009 with over 700 customers. GreenFlex
employs around 400 people and recorded sales of €410 million at
year- end 2018, compared to €359 million at year- end 2017.

This acquisition is fully aligned with the Group’s strategy for growth
in the energy performance sector, in priority in major European
countries.

2.2.6.2 Total Energy Ventures

Total Energy Ventures (TEV) invests in the initial development phases
of companies that offer technologies or economic models of strategic
interest to TOTAL. These areas of interest include renewable energies,
digital energy, energy storage and mobility services. Whereas
historically TEV invested predominantly in Europe and the United
States, the company started investing in 2018 in China. In particular,
TEV signed an agreement with NIO Capital to cooperate and invest
in the mobility segment.

TEV also launched its investment platform dedicated to emerging
markets, and in particular to companies developing business models
for access to energy for people who are not connected to the grid.
Initially, this activity will be focused on Africa.

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.

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Gas, Renewables & Power segment 2

As part of a European alliance, Saft and its partners launched, in
2018, an R&D program that aims to develop the future generations
of lithium- ion batteries (Gen 3A and Gen 3B), and then the solid
electrolyte lithium battery technology. As of year- end 2018, Saft is
present in 18 countries worldwide (historically in Europe and the
United States) and has over 4,300 employees. Saft is achieving
growth in emerging countries, in particular in Asia, South America
and Russia, and has 14 production sites and approximately 30 sales
offices. In 2018, Saft’s turnover amounted to $788 million.

In this area, the Group intends to participate directly or indirectly (via
the OGCI fund in particular) in large- scale pilot projects. TOTAL thus
launched, in 2017, studies with Equinor and Royal Dutch Shell for
developing the transport and storage aspects of the first industrial
commercial project in the world for the capture, transport and storage
of CO2, with a capacity of 1.5 Mt of CO2/y. The project aims to store
the emissions from two industrial sites near Oslo, Norway, and will
also be able to collect emissions from other emitters. TOTAL also
supports the feasibility studies conducted by the OGCI fund, with
5 other partners, on a project located in Teesside (United Kingdom).
This project combines gas based power generation with capture of
the related CO2, the collection of the CO2 emissions from neighboring
industries, its offshore storage and its possible recovery in other uses.

2.2.6.4 Access to energy

First launched in 2011 in four pilot countries, TOTAL’s solar solutions
for access to energy were distributed in 40 countries by 2018.
By the end of 2018, 2.7 million lamps and solar kits had been sold,
improving the day- to- day lives of nearly 12 million people.
The distribution channels used are both TOTAL’s traditional networks
(service stations) and “last mile” networks built with local partners to
bring these solutions to isolated areas. Reseller networks are set up
and economic programs developed with the support of external
partners to recruit and train young solar resellers.

In addition, in 2018, around 10 incubation projects were launched
with start- ups in the nano- grid, mini- grid, recycling and Wi- Fi terminals
segments. More than 20 business partnerships were also deployed
in the field, with organizations ranging from NGOs and development
agencies, to professional customers (distributors, major TOTAL
accounts, etc.) and international organizations.

Registration Document 2018 TOTAL

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
world’s
10 largest

integrated
producers (1)

Reﬁning
capacit

2.0

y of
Mb/d

at year- end 2018

One of
the leading
traders of oil and
reﬁned products
worldwide

$1.6 B

of organic
investments (2)
in 2018

49,883

employees
present

Reﬁnery throughput (a)

(Kb/d)

1,852

1,827

1,965

1,365

1,391

1,471

487

436

494

Rest of the world

Europe

Refinery throughput was stable in 2018 compared to 2017. Lower
throughput in Europe linked to planned maintenance, notably at
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.

Reﬁning & Chemicals segment ﬁnancial data (3)

(M$ except ERMI)

European Refining Margin Indicator (ERMI) ($/t)

Adjusted net operating income (a)

Operating cash flow before working capital changes w/o financial charges (DACF) (b)

Cash flow from operations (c)

2018

32.3

3,379

4,388

4,308

2017

40.9

3,790

4,728

7,411

2016

34.1

4,195

4,873

4,584

working capital at replacement cost, without financial charges.

The European Refining Margin Indicator (ERMI) for the Group
decreased by 21% to 32.3 $/t for the full- year 2018, mainly due to
rising oil prices. The petrochemicals environment remained favorable
although margins in Europe were lower than last year, affected by
the higher price of raw materials.

In this context, Refining & Chemicals adjusted net operating income
was resilient to $3,379 million for the full- year 2018, a decrease of
11% compared to the previous year.

(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).
(3) Data for the 2016 financial year have been restated to take into account the change in the organization of the Group that has been fully effective since January 1, 2017.

TOTAL Registration Document 2018

2.3.1 Reﬁning & Chemicals

Refining & Chemicals includes refining, base petrochemicals (olefins
and aromatics), polymer derivatives (polyethylene, polypropylene,
polystyrene and hydrocarbon resins), biomass conversion and
elastomer processing (Hutchinson). The electroplating chemistry
(Atotech) and adhesives (Bostik) activities were sold in 2017 and
2015, respectively. The volume of its Refining & Chemicals activities
places TOTAL among the top 10 integrated producers worldwide (1).

The strategy of Refining & Chemicals integrates a constant
requirement for safety, a core value of the Group, and the priority
given to the management of its environmental footprint. In a context
of rising worldwide demand for oil and petrochemicals driven by
non- OECD countries and the entry of new capacities into the market,
the strategy involves:

— improving competitiveness of refining and petrochemicals
activities by making optimal use of industrial means of production
and concentrating investments on large integrated platforms;

— developing petrochemicals in the United States and the Middle
East by exploiting the proximity of cost- effective oil and gas
resources in order to supply growing markets, in particular Asia;
and

— innovating in low carbon activities by developing biofuels,
biopolymers and plastics recycling solutions as well as materials
contributing to the energy efficiency of the Group’s customers, in
particular in the automotive market.

2.3.1.1 Reﬁning and petrochemicals

TOTAL’s refining capacity was 2,021 kb/d as of December 31, 2018,
same as at year- end 2017 and compared to 2,011 kb/d at year- end
2016. The Refining & Chemicals segment managed a capacity of
1,993 kb/d at year- end 2018, or 99% of the Group’s total capacity.

TOTAL has equity stakes in 18 refineries (including nine operated by
companies of the Group), located in Europe, the Middle East, the
United States, Asia and Africa (2).

The petrochemicals businesses are located mainly in Europe, the
United States, Qatar, South Korea and Saudi Arabia. Most of these
sites are either adjacent to or connected by pipelines to Group
refineries. As a result, TOTAL’s petrochemical operations are
integrated within its refining operations, thereby maximizing synergies.

Between 2011 and 2016, the Group reduced its production
capacities in Europe by 20%, thereby fully meeting the target it had
set for 2017. Since then, the major investment project launched in
2013 on the Antwerp platform in Belgium has been completed, with
the aim of improving the site’s conversion rate and increasing the
flexibility of the steam crackers. The project to transform the La Mède
refinery into a biorefinery continues.

A) Activities by geographical area

a) Europe

TOTAL is the second largest refiner and petrochemist in Western
Europe (3).

Western Europe accounts for 71% of the Group’s refining capacity,
i.e., 1,437 kb/d at year- end 2018, compared with 1,454 kb/d at
year- end 2017 and year- end 2016.

The Group operates eight refineries in Western Europe (one in
Antwerp, Belgium, five in France in Donges, Feyzin, Gonfreville,
Grandpuits and La Mède, one in Immingham, United Kingdom, and
one in Leuna, Germany) and owns a 55% stake in the Vlissingen
refinery (Zeeland) in the Netherlands. In the first quarter of 2018, the

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment 2

Group sold its stake in TotalErg, which held a stake in the Trecate
refinery in Italy.

The Group’s main petrochemical sites in Europe are located in
Belgium, in Antwerp (steam crackers, aromatics, polyethylene) and
Feluy (polyolefins, polystyrene), and in France, in Carling (polyethylene,
polystyrene, polypropylene compounds), Feyzin (steam cracker,
aromatics), Gonfreville
(steam crackers, aromatics, styrene,
polyolefins, polystyrene) and Lavéra (steam cracker, aromatics,
the Group’s
polypropylene). Europe accounts
petrochemicals capacity, i.e., 10,277 kt at year- end 2018, compared
to 10,293 kt at year- end 2017 and 10,383 kt at year- end 2016.

for 48% of

— In France, the Group continues to improve its operational
efficiency in a context of stagnation in the consumption of
petroleum products in Europe.

In 2018, TOTAL continued the significant modernization plan
announced in 2015 for its refining facilities in France, in particular
at La Mède, with an investment decision made in 2015 for around
€275 million to transform the site and in particular create the first
biorefinery in France. The first step of this investment took place
at the end of 2016 when the processing of crude oil ended.
The industrial transformation of La Mède will contribute to
respond to the growing demand for biofuels in Europe as from
the first half of 2019. Other activities, such as a logistics and
storage platform, a solar energy farm and a training center were
developed on the site since 2017, in addition to an AdBlue (4)
production plant, which started up in August 2018.

In Donges, the €400 million investment project for the
construction of intermediate feedstock desulfurization units and
hydrogen production units is under study. This program requires
the re- routing of the railroad track that currently crosses the
refinery. A three- party memorandum of intent to fund this
re- routing work between the French State, local authorities and
TOTAL was signed at the end of 2015.

In petrochemicals, the Group reconfigured the Carling platform
in Lorraine. Since the shutdown of the steam cracking activity in
2015, new hydrocarbon resins and compound polypropylene
production units have been in activity.

— In Germany, TOTAL operates the Leuna refinery (100%), where
a new benzene extraction unit (approximately 60 kt/y) started up
late 2017. In 2015, the Group completed the sale of its stake in
the Schwedt refinery (16.7%) and acquired a majority stake in
Polyblend, a manufacturer of polyolefin compounds that are
mainly used in the automotive industry.

— In Belgium, the Group finalized a major project in 2017 to

modernize its Antwerp platform, with:
– new conversion units in response to the shift in demand
towards lighter petroleum products with a very low sulfur
content, and

– a new unit to convert part of the combustible gases recovered
for the

into raw materials

from the refining process
petrochemical units.

In addition, the Group has developed a project to enable greater
flexibility on one of the steam- cracking units and has thus been
processing ethane since 2017.

— In the United Kingdom, TOTAL decreased the capacity of the
Lindsey refinery by half in 2016, reducing it to 5.5 Mt/y.
The investment plan also focuses on improving the conversion
ratio, adapting logistics and simplifying the refinery’s organization,
thereby lowering the site’s break- even point.

(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

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment

b) North America

The Group’s main sites in North America are located in Texas, at Port
Arthur (refinery, steam cracker), Bayport (polyethylene), La Porte
(polypropylene) and in Louisiana, at Carville (styrene, polystyrene).

At Port Arthur, TOTAL holds at the same site a 100% interest in a
178 kb/d capacity refinery and a 40% stake in BASF Total
Petrochemicals (BTP), which has a condensate splitter and a steam
cracker. The Group continues to work on strengthening the synergies
between these two plants. The BTP cracker can produce more than
1 Mt/y of ethylene, of which more than 85% on ethane, propane and
butane, which are produced in abundance locally.

At La Porte, TOTAL operates a large polypropylene plant, with a
capacity of 1.2 Mt/y.

At Carville, TOTAL operates a styrene plant with a capacity of
1.2 Mt/y, in a 50% joint- venture with SABIC and a polystyrene unit
with a capacity of 700 kt/y, which is 100% owned.

Finally, in partnership with Borealis and Nova Chemicals, TOTAL
started construction in 2017 of a new ethane cracker with an ethylene
production capacity of 1 Mt/y on the Port Arthur site for an investment
of $1.7 billion. The partners in the joint- venture (TOTAL, 50%) decided
in September 2018 to develop a new polyethylene unit downstream
of the cracker, in addition to the capacities of the Bayport site which
TOTAL contributed to the joint- venture. This integrated development
is expected to more than double the site’s polyethylene capacity to
1.1 Mt/y and to thus maximize synergies with the existing assets at
Port Arthur and Bayport.

c) Asia, the Middle East and Africa

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 Chinese partners of the joint- venture is in the process of being
finalized. During the first quarter of 2019, the Group sold its
polystyrene activity in China, which notably included two plants in
Foshan (Guangdong province) and Ningbo (Zheijiang province) in the
Shanghai region, each with a capacity of 200 kt/y.

In South Korea, TOTAL has a 50% stake in Hanwha Total
Petrochemicals Co., Ltd. (HTC), which operates a petrochemical
complex in Daesan (condensate splitter, steam cracker, styrene,
paraxylene, polyolefins). Following the launch in 2014 of new
aromatics (paraxylene and benzene) and polymer units (EVA2), HTC
continued to expand its activities and the steam cracker now has an
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
in 2016 and 2017 respectively. In addition, investments totaling
$750 million were decided in 2017 to increase the ethylene
production capacity by 30% and the polyethylene production capacity
by more than 50%. At the end of 2018, the decision was taken to
make an additional investment of $500 million to increase the
polypropylene production capacity by nearly 60% by 2020 to reach
1.1 Mt/y, and to increase its ethylene production capacity by 10% to
reach 1.5 Mt/y.

In Qatar, the Group holds interests (1) in two ethane- based steam
crackers (Qapco, Ras Laffan Olefin Cracker- RLOC) and four
polyethylene lines operated by Qapco in Messaied, including the
Qatofin linear low- density polyethylene plant with a capacity of
550 kt/y and a Qapco 300 kt/y low- density polyethylene line which
started up in 2012.

TOTAL is continuing to expand in growth areas and is developing
sites in countries with favorable access to raw materials. The Group
has first- rate platforms in these markets, which are ideally positioned
for growth.

TOTAL holds a 10% stake in the Ras Laffan condensate refinery, the
capacity of which increased to 300 kb/d following completion of the
project to double the refinery’s capacity; the new facilities were
commissioned in late 2016.

In Saudi Arabia, TOTAL has a 37.5% stake in SATORP (Saudi
Aramco Total Refining and Petrochemical Company), which operates
the Jubail refinery. It has been fully operational since mid- 2014.
This refinery, situated close to Saudi Arabia’s heavy crude oil fields,
increased its capacity by 10% to 440 kb/d following the
debottlenecking in early 2018 during its first major shutdown.
The refinery’s configuration enables it to process these heavy crudes
and sell fuels and other light products that meet very strict
specifications and are mainly intended for export. The refinery is also
integrated with petrochemical units: an 800 kt/y paraxylene unit, a
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
jointly develop the engineering studies for the construction of a
petrochemicals complex adjacent to the refinery. This gigantic project
will include a mixed- load steam cracker (50% ethane and refinery
gas) with a capacity of 1.5 Mt/y and polyethylene units.

In the United Arab Emirates, in November 2018, TOTAL sold a
33.3% stake that it held in ADNOC Fertilizers, which operates a plant
producing 2 Mt/y of urea in Ruwais.

In Algeria, in October 2018, the Group signed a shareholders’
agreement with Sonatrach to create the joint- venture (Sonatrach 51%
and TOTAL 49%) to implement a joint petrochemicals project in
Arzew, in western Algeria. This project includes the construction of a
propane dehydrogenation plant and a polypropylene production unit
with a capacity of 550 kt/y. The joint-venture was incorporated in
January 2019.

In Africa, the Group also holds interests in four refineries (South
Africa, Cameroon, Côte d’Ivoire, Senegal) after the sale of its interest
in the refinery in Gabon in 2016. Refining & Chemicals provides
technical assistance for two of these refineries: the Natref refinery
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%).

TOTAL Registration Document 2018

B) Crude oil refining capacity

The table below sets forth TOTAL’s crude oil refining capacity (a):

As of December 31 (kb/d)

Nine refineries operated by Group companies

Normandy- Gonfreville (100%)

Provence- La Mède (100%)

Donges (100%)

Feyzin (100%)

Grandpuits (100%)

Antwerp (100%)

Leuna (100%)

Lindsey- Immingham (100%)

Port Arthur (100%) and BTP (40%) (c)

SUBTOTAL

Other refineries in which the Group has equity stakes (d)

TOTAL

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment

2018

2017

2016

253

- (b)

219

109

101

338

227

109

202

1,558

463

2,021

253

- (b)

219

109

101

338

227

109

202

1,558

463

2,021

253

- (b)

219

109

101

338

227

109

202

1,558

453

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)

Gasoline

Aviation fuel (b)

Diesel and heating oils

Heavy fuels

Other products

TOTAL

(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:

On crude and other feedstock (a) (b)

On crude (a) (c)

(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.

2018

291

210

732

461

2017

283

196

726

115

438

2016

324

182

795

140

430

1,793

1,758

1,871

2018

92%

88%

2017

91%

88%

2016

87%

85%

Registration Document 2018 TOTAL

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment

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

As of December 31 (in kt)

Olefins (b)

Aromatics (c)

Polyethylene

Polypropylene

Polystyrene

Other (d)

TOTAL

North
America

1,555

1,512

223

1,200

700

Asia and
Middle
East
(a)

1,579

2,581

792

400

408

100

2018

2017

2016

Worldwide

W orldwide Worldwide

7,430

6,967

2,135

2,950

1,745

100

7,378

6,909

2,357

2,950

1,745

7,468

6,844

2,338

2,950

1,745

Europe

4,296

2,874

1,120

1,350

637

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
and polymers

TOTAL is exploring new ways to monetize carbon resources,
conventional or otherwise (natural gas, biomass, waste). These
projects are part of the Group’s commitment to building a diversified
energy mix generating lower CO2 emissions.

Regarding biomass development, TOTAL is pursuing several industrial
and exploratory projects. The scope of these developments is broad
since they entail defining access to the resource (nature, sustainability,
location, supply method, transport), the nature of the molecules and
target markets (fuels, petrochemicals, specialty chemicals) and the
most appropriate, efficient and environmentally friendly conversion
processes.

a) Biomass to fuels

In Europe, TOTAL produces biofuels, notably hydrotreated vegetable
oils (HVO) for incorporation into diesel, and ether produced from
ethanol and isobutene (ETBE) for incorporation into gasoline.

As part of the La Mède refinery transformation program announced
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
a production capacity of almost 500 kt/y of biofuel, mainly high- quality
biodiesel (HVO), but also biojet and petrochemical bio- feedstocks.

TOTAL continued extensive research activity in 2018, which targeted
the emergence of new biofuel solutions. The BioTFuel consortium’s
construction of a pilot demonstration unit on the Dunkerque (France)
site led to the commencement in 2017 of a gasification test program
for synthesis of biomass into fungible, sulfur- free fuels.

b) Biomass to polymers

TOTAL is actively involved in developing activities associated with
the conversion of biomass to polymers. The main area of focus is
developing drop- in solutions for direct substitutions, by incorporating
biomass into the Group’s existing units, for example HVO or other
hydrotreated vegetable oil co- products in a naphtha cracker, and
developing the production of new molecules such as polylactic acid
polymer (PLA) from sugar. In 2017, the Group thus set up a
joint- venture with Corbion for the production and marketing of PLA
from a site in Thailand containing existing lactide units and PLA units,
which started production in December 2018 and have a production
capacity of 75 kt/y.

c) Biotechnologies and the conversion of biomass

TOTAL is exploring a number of opportunities for developing biomass
and has launched numerous collaborative R&D projects for the
development of bio- sourced molecules with various academic
partners (the Joint BioEnergy Institute, United States, the University
of Wageningen, Netherlands and the Toulouse White Biotechnology
consortium, France) or through its Novogy subsidiary (Massachusetts,
United States). In addition, TOTAL holds an interest in Amyris Inc. (1),
an American company listed on NASDAQ.

On its R&D platform in Solaize (France), TOTAL develops new
biocomponents derived from the transformation of the biomass by
using a methodology based on predictive modeling and chemical
transformation into high added- value biomolecules.

In the longer term, the Group is also studying the potential for
developing a cost- effective phototrophic process for producing
biofuels through bioengineering of microalgae and microalgae
cultivation methods. It has several European partners in this field
(CEA, Wageningen).

d) Plastics recycling and circular economy

TOTAL is commited to developing recycling and end of life solutions
for plastics.

In France, TOTAL, Saint- Gobain, Citeo and Syndifrais founded a
partnership to develop an industrial polystyrene recycling value chain
by 2020 which aims to incorporate the polystyrene gathered and
sorted in the Group’s plastics production units in Carling and Feluy.

In February 2019, TOTAL acquired French company Synova, a leader
in manufacturing high-performance recycled polypropylene for the
automotive sector, and which current production capacity in 20 kt/y
of polypropylene produced from recycled plastic material gathered
from wastes and industrial scraps.

TOTAL is also a founding member of the Alliance to End Plastic
Waste, created in January 2019 to eliminate plastic waste in the
environment, especially in the oceans. Created in January 2019, this
international alliance has received commitments of over $1 billion
from the nearly 30 members to date to develop and bring to scale
solutions that will minimize and manage plastic waste and promote
solutions for used plastics by helping to enable a circular economy.

(1) 13.00% on December 31, 2018.

TOTAL Registration Document 2018

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment 2

2.3.1.2 Elastomer processing (Hutchinson)

Hutchinson actively contributes to the mobility of the future by
addressing its customers’ needs (automotive, aerospace and major
industries – defense, rail, energy) in order to offer a greater level of
safety, comfort and energy performance, as well as more responsible
solutions.

The company draws on wide- ranging expertise and employs its
know- how from the custom design of materials to the integration of
connected solutions: structural sealing solutions, precision sealing,
management of fluids, materials and structures, anti- vibration systems
and transmission systems.

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

The activities of Trading & Shipping are focused primarily on serving
the Group’s needs, and notably include:

— selling and marketing the Group’s crude oil production;

Trading & Shipping conducts its activities worldwide through various
wholly- owned subsidiaries established on strategically important oil
markets in Europe, Asia and North America.

— providing a supply of crude oil for the Group’s refineries;

2.3.2.1 Trading

— importing and exporting the appropriate petroleum products for
the Group’s refineries to be able to adjust their production to the
needs of local markets;

— chartering appropriate ships for these activities; and

— trading on various derivatives markets.

In addition, with its acquired expertise, Trading & Shipping is able to
extend its scope beyond the aforementioned activities.

Oil prices progressively strengthened until October 2018 with
backwardation (1) structures on most oil indices, before declining in
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
traded (2). The table below presents Trading’s worldwide crude oil
sales and supply sources and petroleum products sales for each of
the past three years. Trading of physical volumes of crude oil and
petroleum products amounted to 6.6 Mb/d in 2018, compared to
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)

Group’s worldwide liquids production

Purchased from Exploration & Production

Purchased from external suppliers

TOTAL OF TRADING’S CRUDE SUPPLY

Sales to Refining & Chemicals and Marketing & Services segments

Sales to external customers

TOTAL OF TRADING’S CRUDE SALES

PETROLEUM PRODUCTS SALES BY TRADING

(a) Including condensates.
(b) Including inventory variations.

Trading operates extensively on physical and derivatives markets,
both organized and over the counter. In connection with its Trading
activities, TOTAL, like most other oil companies, uses derivative
energy instruments (futures, forwards, swaps and options) in order
to adjust its exposure to fluctuations in the price of crude oil and
petroleum products. These transactions are entered into with a wide
variety of counterparties.

For additional information concerning derivatives transactions by
Trading & Shipping, see Note 16 (Financial instruments related to
commodity contracts) to the Consolidated Financial Statements (refer
to point 8.7 of chapter 8).

All of TOTAL’s Trading activities are subject to strict internal controls
and trading limits.

2018

1,566

1,167

3,193 (b)

4,360

1,480

2,880

4,360

2,286

2017

1,346

1,120

2,870

3,990

1,527

2,463

3,990

2,154

2016

1,271

1,078

2,444

3,522

1,590

1,932

3,522

2,105

2.3.2.2 Shipping

The transportation of crude oil and petroleum products necessary
for the activities of the Group is coordinated by Shipping.
These requirements are fulfilled through the balanced use of spot
and time- charter markets. Additional transport capacity can also be
used to transport third- party cargo. Shipping maintains a rigorous
safety policy, mainly through a strict selection of chartered vessels.

In 2018, Shipping chartered approximately 3,000 voyages (slightly
higher than 2017 and 2016) to transport 143 Mt of crude oil and
petroleum products, compared to 133 Mt in 2017 and 131 Mt in
2016. On December 31, 2018, the mid- term and long- term chartered
fleet amounted to 56 vessels (including 8 LPG vessels), compared to
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.

Registration Document 2018 TOTAL

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Marketing & Services segment

2.4 Marketing & Services segment

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

2
nd
largest
retail
distribution
outside of
North America

(1)

4
worldwide
distributor
of inland
lubricants

(2)

14,311

branded service
stations Groupe (3)
at December 31,
2018

$1.0 B

of organic
investments (4)
in 2018

24,630

employees
present

Petroleum products sales (a)

(Kb/d)

1,801

1,779

1,793

1,001

1,049

1,093

800

730

700

Europe

Rest of the world

2018

2017

2016

(a) Excludes trading and reﬁning bulk sales,

including share of TotalErg (sold in 2018).

Petroleum product sales increased by 1% in 2018 compared to
2017. The sale of TotalErg in Italy was offset by higher sales in the
rest of the world.

Marketing & Services segment ﬁnancial data (5)

(M$)

Adjusted net operating income (a)

Operating cash flow before working capital changes w/o financial charges (DACF) (b)

Cash flow from operations (c)

2018

1,652

2,156

2,759

2017

1,676

2,242

2,221

2016

1,559

1,966

1,833

working capital at replacement cost, without financial charges.

Marketing & Services’ adjusted net operating income was stable in
2018 at $1,652 million compared to $1,676 million in 2017.

(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).
(5) The data for the 2016 financial year has been restated to take into account the change in the organization of the Group that has been fully effective since January 1, 2017.

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
the development of TOTAL’s petroleum products distribution activities
and related services throughout the world.

Present in more than 130 countries, M&S conveys TOTAL’s brand
image to its customers, both individual and professional. TOTAL’s
ambition is to be a leading brand recognized for its proximity to its
customers and the value that it brings to each of them. M&S achieves
this ambition by creating solutions aimed at performance, energy
for mobility (1) and digital
efficiency, mobility, new energies
transformation. It promotes the brand awareness through significant
advertising campaigns and a strong presence on the ground, with
more than 14,000 service stations around the world. To best meet
its customers’ current and future needs, M&S continues its efforts in
R&D in order to design and develop new products, in particular for
the engine technologies of the future.

M&S pursues a proactive, primarily organic development strategy
focused on large growing markets. In 2018, organic investments
were approximately $1 billion, stable compared to 2017, and focused
mainly on retail activity. M&S continues to consolidate its market
share in key Western European markets (2), where it has reached
critical mass and is one of the main distributors of petroleum
products. M&S continues to develop its activities in Africa, where it is
the market leader (3).

M&S is implementing a dynamic portfolio management strategy.
In 2018, it continued to make targeted acquisitions and enter targeted
partnerships in order to support the development of its activities on
growth and promising markets. After acquisitions in the Philippines
and Vietnam in 2016, M&S continues to grow in the largest Asian
markets, with the signature in 2018 of a major partnership with an
Indian conglomerate, with an objective to build over time a retail
network of 1,500 service stations in India. In February 2019, Saudi
Aramco and TOTAL signed a joint venture agreement to develop a
network of fuel and retail services in Saudi Arabia. Following the
acquisition of a network in the Dominican Republic in 2016, it is
pursuing its growth in the Americas zone, in countries such as Brazil
and Mexico, respectively the largest and second- largest petroleum
products distribution markets (4) in Latin America, and on the natural
gas vehicles market in the United States. In 2018, TOTAL also
launched a fuel retail network with the national company in Angola.

In January 2018, M&S exited the fuel distribution and commercial
sales businesses in Italy by selling its interest in the TotalErg joint-
venture, while maintaining its lubricants activities in the country. M&S
finalized the sale of its mature LPG distribution assets in Italy, Belgium,
Luxembourg and Germany in 2017. It also sold in 2017 its stake in

Société du Pipeline Méditerranée Rhône (SPMR), which operates a
network of petroleum product pipelines in the South of France.

M&S’s three main business areas are:

— Retail, with a network of more than 14,000 Group- branded
service stations (5). The Group is refocusing on its key markets in
Western Europe and continues to develop in Africa, where it is
present in almost 40 countries, as well as in major growing
markets in Asia and the Americas. It sells high- performance fuels
and petroleum products and new energies for mobility (NGV,
hydrogen, electric charging for vehicles). M&S proposes a fuel
cards offer that provides fuel payment solutions and vehicle fleet
management services to businesses of all sizes. M&S is
developing partnerships with leading brands in restauration and
convenience stores, and new services built on digital innovations
to capture and retain new customers. It is also pursuing its
growth in the car wash market through its TOTAL WASH brand.
These offers support customers in their mobility by providing
them with all of the products and services they need at “One
Stop Shop” service stations. The Group also addresses the road
freight transport sector through the specialized AS24 network in
Europe;

— the production and sale of lubricants, a sector that accounts for
a significant share of M&S’s adjusted net operating income.
TOTAL intends to maintain the growth dynamic of its position by
strengthening in particular the growth of its premium products
with higher unit margins. M&S is pursuing its commercial and
technological partnerships with car manufacturers. Investments
in R&D enable the Group to supply high- quality premium
lubricants to its customers worldwide. TOTAL has 43 production
sites (blending plants); and

— the distribution of products and services for professional
markets. Based on the diversity of its product ranges and its
worldwide logistics network deployed in proximity to its
customers, TOTAL is a partner of choice and a local supplier of
products (mainly bulk fuels, aviation fuel, special fluids, LPG,
bitumens, heavy fuels and marine bunkers), in particular for major
multinational industrial groups. The Group also offers solutions
that help its customers to manage all their energy needs with
new digital platforms such as the management of on- site facilities
and the reduction of their environmental footprint.

As part of its business, M&S owns stakes through its subsidiaries in
four refineries in Africa, following the sale of its minority interest in a
refinery in Gabon in 2016. Following the sale of its interest in the
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.

Registration Document 2018 TOTAL

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)

Europe

France

Europe, excluding France

Africa

Middle East

Asia Pacific (b)

Americas

2018

1,001

517

484

443

199

117

2017

1,049

2016

1,093

519

530

431

173

541

552

419

150

(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

Europe (b)

of which France

of which TotalErg

Africa

Middle East

Asia- Pacific (c)

Americas

AS24 network (dedicated to heavy- duty vehicles)

TOTAL

(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

2018

5,625

3,490

4,449

877

1,951

561

848

2017

8,194

3,548

2,519

4,377

821

1,864

555

819

2016

8,309

3,593

2,585

4,167

809

1,790

585

801

14,311

16,630

16,461

The information below describes Marketing & Services’ (M&S)
principal activities presented by geographical zone and main business
areas.

2.4.4.1 Europe

A) Retail

M&S is responding to changing markets in Western Europe by
developing an innovative and diversified line of products and services
with the objective to maintain its market shares. The network is made
up of almost 6,500 Group- branded service stations (1), mainly divided
among its key markets, which are France, Belgium, the Netherlands,
Luxembourg and Germany, where M&S reached an average market
share of 16% in 2018.

— In France, the dense retail network of almost 3,500 stations
includes over 1,600 TOTAL- branded service stations, nearly
690 Total Access- branded stations (service stations combining
low prices and high- quality fuels) and nearly 1,100 Elan- branded

stations (located in rural areas), of which 560 are expected to be
rebranded as TOTAL stations by the end of 2019. The Group is
diversifying its offering of new energies for mobility by extending
the roll- out of electric charging points and NGV stations. In 2018,
it took over G2Mobility, one of France’s leading suppliers of
charging solutions for electric vehicles for public authorities and
on professional markets (2). In addition, TOTAL launched the
roll- out of its NGV offering, which should be available in nearly
100 TOTAL- branded and AS24- branded stations by 2022.

The Group- branded service stations enjoy close relationships
with their local customers, meeting their everyday needs with a
multi- service, multi- product offering developed through services
in restaurants, convenience stores and car washes provided by
leading brands such as Bonjour and TOTAL WASH, as well as
partnerships tailored to local requirements.

TOTAL has interests in 28 depots in France, 7 of which are
operated by Group companies. In 2017, TOTAL acquired a stake
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.

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
nearly 1,200 Group- branded service stations at the end of 2018.

— In Belgium, TOTAL is the country’s top operator (1) with nearly

530 Group- branded service stations.

— In the Netherlands, TOTAL made successful bids in 2018 during
the annual auctions for three new highway stations, including
one of the largest stations in the country.

In 2016, TOTAL also finalized the sale of its network of 450 service
stations in Turkey, which will continue to use the TOTAL brand under
the terms of a brand licensing agreement (today, there are
500 TOTAL- branded stations). TOTAL is maintaining its lubricants
activities in the country.

TOTAL is rolling out a dedicated offering for the growing freight
transport sector. The AS24 brand has a network of over 800 service
stations aimed at heavy- duty vehicle customers in 28 European
the
countries. AS24 seeks continued growth, primarily
Mediterranean basin and Eastern Europe and through its toll payment
card service which covers nearly 20 countries. AS24 is also
addressing the future needs of the freight transport sector by
diversifying its offering with the gradual introduction of NGV to its
network in France and certain other European countries and new
digital services.

In addition, the acquisition in 2017 of PitPoint B.V., which specializes
in the distribution of new energies for mobility (NGV, hydrogen, electric
charging points), enables the Group to pursue the development of
its low- carbon activities in Europe. This company has a network of
around 100 NGV stations in the Netherlands, Germany and Belgium.

TOTAL is also a major player in the European market for fuel payment
cards with nearly 3.5 million cards, enabling companies of all sizes to
improve fuel cost management and access an ever- increasing
number of services. TOTAL is expanding its fuel card offering for
professional customers, with an electric charging service across
Europe and new digital applications. The acquisition of the French
start- up WayKonect enables the Group to reinforce its company
vehicle fleet management services by integrating a series of tools
combining digital data processing solutions, an application for drivers
and an on- board box.

B) Lubricants

TOTAL continues its development in Europe, where it relies mainly
on its lubricants production sites in Rouen (France) and Ertvelde
(Belgium). During the course of 2018, the European production
system was completed by a new lubricants production plant in
Russia.

In addition, TOTAL resumed in 2017 the distribution of its lubricants
in Portugal. In Italy, the Group is reinforcing its position following the
purchase from Erg of its shares in the lubricants business previously
operated by TotalErg.

C) Professional markets and other specialties

In Europe, TOTAL produces and markets specialty products and
relies on its industrial facilities to produce special fluids (Oudalle in
France) and bitumen (Brunsbüttel in Germany).

TOTAL promotes in France a wide range of fuels and services to
135,000 vehicle fleet managers. Fuel sales (heavy fuels, domestic
fuels, etc.) reach nearly one million customers.

2.4.4.2 Africa

A) Retail

TOTAL is the leading marketer of petroleum products in Africa, with
a 17% share of the retail market in 2018 (2). It is pursuing a strategy of
profitable growth aiming at outpacing market expansion.

In the Africa zone, the retail network in 2018 was made up of up to
4,500 Group- branded service stations in nearly 40 countries.

The Group has major retail networks in South Africa, Nigeria, Egypt
and Morocco. In 2018, TOTAL also launched in Angola a fuel retail
network with the national company Sonangol.

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
growth strategy, TOTAL acquires independent petroleum networks
in certain countries. The Group finalized in 2017 the purchase of
assets in Kenya, Uganda and Tanzania, enabling it to strengthen its
supply and logistics activities in East Africa and boost the growth of
the retail network with nearly 100 additional service stations, notably
in Tanzania.

M&S is diversifying its offering at service stations and is deploying a
range of products and new services in food services, stores and car
wash. To this end, the Group is developing partnerships, particularly
with African start- ups, in order to introduce new electronic payment
solutions capable of improving customer experience at the point of
sale.

B) Lubricants

TOTAL is the leading distributor (2) of lubricants on the African
continent and continues its growth strategy. M&S relies in particular
on its lubricant production plants in Nigeria, Egypt and South Africa.
A new production site is under construction in Algeria. In Tanzania,
TOTAL acquired a lubricants production plant and the associated
commercial activities will enable it to grow in the country and in
neighboring countries.

C) Professional markets and other specialties

TOTAL is a leading partner, notably for mining customers in Africa,
by delivering complete supply chain and management solutions for
fuels. TOTAL is also developing innovative, low- carbon energy
solutions as part of hybrid offerings by incorporating solar energy
into its existing portfolio of products and services.

M&S also offers a diverse range of products and services aimed at
professionals in Africa. Industrial customers receive support from
TOTAL for the maintenance of on- site facilities with a lubricants
in- service analysis solution, for example. In mining, construction and
agriculture, it offers its Optimizer digital platform, which enables
customers to cut their costs through better control of their energy
consumption using the data sent from sensors installed on their
facilities and equipment.

2.4.4.3 Asia- Paciﬁc – Middle East

M&S markets its products and services in more than 20 countries in
this zone.

A) Retail

TOTAL has more than 2,000 Group- branded service stations over
the Asia- Pacific – Middle East zone at year- end 2018, with service
station networks in Cambodia, China, Indonesia, Jordan, Lebanon,
Pakistan and the Philippines. The Group is also a significant player in
the Pacific islands.

While pursuing its growth in Pakistan, the Philippines and China,
TOTAL continues to grow on the major markets by joining forces
with an Indian conglomerate to build a retail network of 1,500 service
stations over 10 years in India. The two companies are aiming, in
particular, to grow on the country’s main roads, such as highways
and inter-city connections.

In February 2019, Saudi Aramco and Total signed a Joint Venture
Agreement to develop a network of fuel and retail services in Saudi
Arabia. The two companies have also signed an agreement to acquire
two companies, thereby jointly acquiring their existing network of
270 service stations and their fuel tanker fleet. Saudi Aramco and
Total plan to modernize this network and build high-quality service
stations at selected locations. This operation is subject to prior
approval of the competent administrative authorities.

(1) Source: IHS 2017.
(2) Company data.

Registration Document 2018 TOTAL

2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Marketing & Services segment

TOTAL is also pursuing its growth in the zone by offering TOTAL
EXCELLIUM premium fuels, which are now available in China, Fiji,
New Caledonia, Pakistan and the Philippines.

B) Lubricants

The lubricants business is contributing to M&S’s expansion in Asia.
The lubricants blending capacity in this zone is spread over
11 production sites, and in particular the plants in Singapore, Tianjin
and Dubai. M&S proposes a premium product and services offering
through its network of service centers. It is also developing
partnerships with leading Asian car manufacturers, other industries
and major actors in online commerce in order to grow its sales and
develop new services.

C) Professional markets and other specialties

TOTAL has signed several partnership agreements with industrial
customers, enabling it to expand its operations on a number of
markets, such as mining and construction, in several countries in the
zone. The Group now supplies lubricants to one of the world’s leading
mining industry service providers on more than 20 mining sites mostly
in Australia, Indonesia and Mongolia. In 2018, TOTAL also signed a
preferred supplier agreement with a Chinese partner that is a world
major company in construction and public works, in order to extend
their partnership, which currently focuses on Africa, to a worldwide
scale.

In specialty products, TOTAL confirmed its position as number two (1)
on the LPG market in Vietnam. In India, TOTAL also conducts LPG
activities, including a network of service stations providing LPG fuels.

2.4.4.4 Americas

In retail, the Group operates on several Caribbean islands and has
at year- end 2018 more than 550 Group- branded service stations.

At the end of 2018, TOTAL entered the fuel distribution sector in Brazil,
Latin America’s largest petroleum products distribution market (2),
by acquiring from a Brazilian company a network of 280 service
stations, along with its petroleum products distribution, resale and
import activities. M&S is already present in Brazil in lubricants.

In 2018, TOTAL also expanded in new energies for mobility by
acquiring a 25% stake in the American NASDAQ- listed company
Clean Energy Fuels Corp., which is a leading supplier of natural gas
fuel in North America. TOTAL is now a reference shareholder in this
company.

Benefitting from the reform and liberalization of the Mexican energy
market, TOTAL entered into a partnership in 2017 with a local service
station group and will gradually switch a network of nearly 250 service
stations in Mexico over to the TOTAL brand. At the end of 2018, the
Group had 90 TOTAL- branded service stations in the country.

The Group acquired, in January 2016, a 70% stake in the fuel
marketing leader in the Dominican Republic, which operates a
network of 130 service stations, commercial sales and lubricants
activities. Furthermore, TOTAL sold its network of 92 stations and its
general commercial activities in Haiti in 2018, as well as its network
of almost 20 service stations in Costa Rica in 2017.

In lubricants and other specialty products, TOTAL is pursuing its
strategy of growth across the region, mainly in lubricants, aviation
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
which are formulated for use in motor sports competition before
being generally released on the market, and continues its technical
partnerships. The Group is notably associated with the PSA group,
with which a cooperation agreement was renewed in late 2016
relating to R&D, business relations with the three PSA brands
(Peugeot, Citroën, DS) and automobile racing. In 2018, TOTAL
continued to supply DS Performance with lubricants specifically
developed for the Formula E (3) championship. In addition, in 2018,
TOTAL became the official supplier of fuels to various endurance
championships (4), including the Le Mans 24 Hours, for the next five
years. These partnerships demonstrate TOTAL’s technical excellence
in the formulation of fuels and lubricants under extreme conditions,
subject to requirements to reduce fuel consumption, for the engines
of the future.

In order to respond to developments in world markets and prepare
for tomorrow’s growth opportunities, TOTAL develops products and
services in collaboration with its customers that optimize their energy
consumption, such as the products under the Total Ecosolutions
label, which include TOTAL EXCELLIUM fuels and Fuel Economy

lubricants. These solutions include a diversified range of energy
supplies (fuels, gas, solar and wood pellets) as well as consumption
auditing, monitoring and management services, particularly through
innovative digital platforms for industrial customers, such as the
Optimizer solution, developed for customers in mining, construction
and public works and agriculture.

Overall, TOTAL is accelerating its digital innovation strategy in order
to develop new offerings for its customers and improve operational
efficiency. In Europe, after having developed a digital solution with a
car- sharing company that allows drivers to pay for their fuel directly
from a connected car, TOTAL has launched its TOTAL eWallet mobile
payment solution, which is available for professional customers in
Germany and being launched in Belgium. In Africa, TOTAL is
continuing to develop new electronic payment solutions that will
enable it to extend its money transfer and smartphone payment
services. In addition, the Total Services mobile application has been
launched in 47 countries. Using a centralized digital tool, close to
6 million customers in 13 countries can receive personalized offers
from the Group.

(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.

TOTAL Registration Document 2018

The Group is also continuing to carry out research of and launch
IoT (1) applications for logistics, maintenance and security. Transporter
customers can now use a new service to geolocalize their trailers.
In addition, TOTAL offers online domestic heating oil orders in France
via the fioulmarket.fr web site, as well as its online platform Bitume
Online for fixed- price bitumen purchases aimed at its professional
customers.

For the longer term, TOTAL intends to expand into alternatives to
traditional fuels and has comprehensive commercial offerings in this
area.

in Europe

— Natural gas for land transportation: As of today, TOTAL has
more than 350 stations (2) supplying NGV to individual and
professional customers in Asia, Africa and Europe, a decrease
following the streamlining of the network of NGV stations in
Pakistan. Following the takeover of PitPoint B.V. in 2017, TOTAL
started deploying new NGV stations
its
TOTAL- branded and AS24- branded network. The Group intends
to accelerate the development of this network to quickly establish
coverage that meets its customers’ expectations, and will initially
target the freight transportation segment on its key European
markets
the
Netherlands). TOTAL is also positioned on the American NGV
market following the acquisition of a 25% stake in Clean Energy
Fuels Corp., which is a leading supplier of natural gas fuel in
North America. Clean Energy Fuels Corp. has launched an
innovative leasing program that is expected to place thousands
of new heavy- duty vehicles powered by natural gas on the road.
This program enables freight operators to acquire trucks
equipped with a cleaner natural gas engine at no extra cost
compared with diesel engines.

(Germany, Belgium, France, Luxembourg,

— Electro- mobility: TOTAL has more than 100 service stations
equipped with charging points in Germany, Benelux and France
at year- end 2018. The equipment of stations with higher power
charging points on major roads will continue in the coming years,
with the aim of covering the Group’s key European markets with

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Marketing & Services segment 2

a network of charging points every 150 km. A total of nearly
300 stations should be equipped with more than 1,000 charging
points by 2022. The Group offers greater access for its
customers to other operators’ networks of charging points
through specific partnerships. The acquisition of G2Mobility will
enable the Group to also offer more efficient charging solutions
to its individual and professional customers.

— Hydrogen: TOTAL continues to rollout hydrogen stations under
the H2 Mobility Germany joint- venture. This partnership was
created in 2015 with Air Liquide, Daimler, Linde, OMV and Shell,
to build a network that could reach 400 hydrogen stations in
Germany. The joint- venture aims to create an initial network of
around 100 stations by 2019, a third of which will be TOTAL
stations. In 2018, TOTAL’s hydrogen stations represented nearly
one third of the around 50 stations rolled out by H2 Mobility
Germany.

— Natural gas for shipping: In order to meet the new emission
standards for marine fuels that will come into effect in 2020,
TOTAL is supporting its customers through this transition with its
subsidiary Total Marine Fuel Global Solution, which offers a
diversified range of marine fuels and associated services.
The Group is expanding its product portfolio with marine bunker
fuels, which have a sulfur content of 0.5%, and LNG bunker.
To promote the establishment of LNG as a marine fuel, TOTAL
signed in 2017 its first partnership agreements in Europe and
Asia notably with the shipping companies CMA CGM and
Brittany Ferries. The Group is also reinforcing its logistics systems
to meet the needs of its customers in the major supply centers
in Amsterdam- Rotterdam- Antwerp, Singapore and Oman.
In particular, TOTAL and Pavilion Energy have signed an
agreement in order to jointly develop an LNG supply chain in the
port of Singapore. This agreement provides for the long- term
joint chartering of a new- generation bunker vessel that the partner
will bring into service in 2020.

(1) Internet of Things: connected objects.
(2) Including PitPoint B.V. NGV stations and excluding NGV stations in Italy. Hosted or operated stations.

Registration Document 2018 TOTAL

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$)

Exploration & Production

Gas, Renewables & Power

Refining & Chemicals

Marketing & Services

Corporate

TOTAL

Net investments (b) (M$)

Exploration & Production

Gas, Renewables & Power

Refining & Chemicals

Marketing & Services

Corporate

TOTAL

(M$)

Acquisitions

including resource acquisitions (c)

Divestments

Other operations with non- controlling interests

Organic investments (d) (M$)

Exploration & Production

Gas, Renewables & Power

Refining & Chemicals

Marketing & Services

Corporate

TOTAL

2018

15,282

3,539

1,781

1,458

125

2017

12,802

797

1,734

1,457

106

2016

16,085

1,221

1,861

1,245

118

22,185

16,896

20,530

2018

10,330

3,230

862

1,030

116

2017

10,886

726

(1,086)

1,044

2016

13,895

1,162

1,773

821

106

15,568

11,636

17,757

2018

7,692

4,493

5,172

(622)

2018

9,186

511

1,604

1,010

115

2017

1,476

714

4,239

(4)

2017

11,310

353

1,625

1,019

2016

2,033

780

1,864

(104)

2016

14,464

270

1,642

1,003

105

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
investments were dedicated to the development of new hydrocarbon
production facilities, the maintenance of existing facilities as well as
exploration activities. Development investments related in particular
to the 10 major projects that started up in 2018 (Fort Hills in Canada,
Vaca Muerta in Argentina, Timimoun in Algeria, Yamal LNG trains 2 &
3 in Russia, Kaombo Norte in Angola, Ichthys LNG trains 1 & 2 in
Australia, Halfaya 3 in Iraq, and Egina in Nigeria), and the other major
projects under construction, for which an investment decision has
been taken or that are expected to start in the years to come (Tempa
Rossa in Italy, Iara 1 & 2 and Libra 1 in Brazil, Kaombo South in
Angola, Culzean in the United Kingdom, Johan Sverdrup 1 & 2 in
Norway, Yamal LNG train 4 in Russia, Absheron in Azerbaijan and
Zinia 2 in Angola).

In the Gas, Renewables & Power segment, organic investments were
made mainly in the development of the project for three trains for
Cameron LNG in the United States, which entered the Group’s scope
following the acquisition of Engie’s upstream LNG business, as well
as the projects to build solar power plants, managed by Total Solar
and the industrial activities of Saft Groupe and SunPower.

In the Refining & Chemicals segment, organic investments were
made, on the one hand, in the safety and maintenance of facilities,
and, on the other hand, in projects aimed at improving the
competitiveness of plants. In 2018, the Group continued the
transformation of the French refinery at La Mède into a biorefinery. In
addition, significant
the
development of petrochemical activities in Texas (United States) as
part of a joint- venture with Borealis and Nova, and a project to
increase the capacity of the Daesan integrated platform in South
Korea.

investments were approved, with

(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.

TOTAL Registration Document 2018

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Investments 2

In the Marketing & Services segment, organic investments in 2018
mainly concerned retail networks in growing regions in Africa and
Asia, logistics and specialty products production and storage facilities.

The Group’s acquisitions in 2018 amounted to $8.3 billion, of which
$4.5 billion in resource acquisitions, compared to $1.5 billion in 2017
and $2 billion in 2016.

The Group took advantage of favorable market prices to extend its
Exploration & Production portfolio by finalizing in 2018, on the one
hand, the acquisition of interests held by Petrobras in the Iara and
Lapa concessions in Brazil under the terms of a strategic alliance
between the two groups, and, on the other hand, the acquisition, as
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,
TOTAL strengthened its presence in the Gulf of Mexico with the
finalization of the acquisition of interests in the North Platte and
Anchor offshore discoveries in the United States. Finally, TOTAL
consolidated its presence in the Middle East with the acquisition of
interests in the two new offshore concessions in Abu Dhabi and in
the Waha concessions in Libya.

As part of its integrated gas strategy, the Group finalized the
acquisition of Engie’s upstream LNG business, thus becoming the

world’s second LNG actor (1). This acquisition is expected to fully
benefit from the strong growth of the LNG market. In keeping with its
strategy to develop a profitable low- carbon electricity activity, TOTAL
finalized the acquisition of Direct Énergie and of two gas power plants
from KKR- Energas. In the Marketing & Services segment, TOTAL
accelerated its growth in new energies for mobility with the acquisition
of 25% of the share capital of the Clean Energy Fuels Corp. (2) in the
United States and of G2Mobility in France. In the lubricants business,
the Group strengthened its position in Italy by finalizing in January
2018 the purchase of Erg’s 51% stake in the TotalErg joint- venture,
which has been terminated.

TOTAL pursued the dynamic management of its portfolio and finalized
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
Norway, and in the Joslyn oil sands project. It also disposed of 1.47%
of its stake in the Fort Hills oil sands mining extraction project in Canada
and of 4% of the Ichthys LNG project in Australia. In the Marketing &
Services segment, TOTAL sold its interests in the distribution, refining
and LPG activities of TotalErg in Italy and its fuel distribution activities
in Haiti.

Net investments were thus $15.6 billion in 2018 compared to
$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
$15 billion and $16 billion in 2019, in line with its investment targets
of between $15 billion and $17 billion per year for the period
2018- 2020, a range ensuring the profitable future growth for the
Group.

Investments in the Exploration & Production segment are expected
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
Kingdom, Johan Sverdrup 1 & 2 in Norway, Yamal LNG train 4 in
Russia, Absheron in Azerbaijan and Zinia 2 in Angola. The Group
expects to launch by 2020 more than 20 major projects. A portion of
the investments is expected to be allocated to assets already in
production, in particular for maintenance capital expenditures and
in- fill wells.

In the Refining & Chemicals segment, and in line with its growth
strategy in petrochemicals, the Group expects to continue its
investments to develop its petrochemicals activities in Texas in the
United States, as part of a joint- venture with Borealis and Nova, and

increase of its petrochemicals capacities on the Daesan integrated
platform in South Korea. In addition, the Group has launched a major
project in cooperation with Saudi Aramco in Saudi Arabia, and
announced the signature of a shareholders’ agreement with
Sonatrach to build a petrochemicals complex in Arzew, Algeria.
A significant portion of the segment’s investment budget will also be
allocated to safety and maintenance of the Group’s facilities.

In the Marketing & Services segment, investments are expected to
be allocated in particular to the service station network, logistics,
and production and storage facilities of specialty products, particularly
lubricants. Most of the segment’s investment budget will be allocated
to growing regions, notably Africa, the Middle East and Asia.

The Group expects to continue investing to grow its Gas, Renewables
& Power businesses, as well as in R&D. The Group has notably
signed an agreement with EPH to acquire as from January1, 2020
the two gas power plants from Uniper France’s portfolio which
represent a capacity of 828 MW, in line with TOTAL’s low- carbon
electricity strategy.

2.5.3 Financing mechanisms

TOTAL self- finances most of its investments with cash flow from
operating activities and may occasionally access the bond market
when financial market conditions are favorable. Investments for
joint- ventures between TOTAL and external partners may be financed
through specific project financing.

As part of certain project financing arrangements, TOTAL S.A. has
provided guarantees. These guarantees (“Guarantees given on

borrowings”) as well as other information on the Group’s off- balance
sheet commitments and contractual obligations appear in Note 13 to
the Consolidated Financial Statements (point 8.7 of chapter 8).
The Group believes that neither these guarantees nor the other
off- balance sheet commitments of TOTAL S.A. or of any other Group
company have, or could reasonably have in the future, a material
effect on the Group’s financial position, income and expenses,
liquidity, investments or financial resources.

(1) Based on quantities managed. Public data.
(2) A company listed on the NASDAQ, 25% owned on December 31, 2018.

Registration Document 2018 TOTAL

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Research & Development

2.6 Research & Development

In 2018, the Group invested $986 million in R&D, compared to
$912 million in 2017 and $1,050 million in 2016. There were 4,288
people dedicated to R&D activities in 2018 compared to 4,132 in
2017 and 4,939 in 2016 (1).

TOTAL’s global investment to prepare the future of its oil and gas and
low- carbon electricity activities was approximately $1.1 billion.
This includes the entire R&D effort, as well as developments in the
fields of digital technology, technology and the investments funded
by Total Energy Ventures.

To achieve the Group’s ambition to become the responsible energy
major, TOTAL R&D engages its employees in programs in five priority
areas that aim to address both the specific challenges in these
segments and the Group’s transverse issues:

— safety in the broadest sense, including the safety of facilities, the
sustainable development of the Group’s activities, control of its
environmental footprint and societal impacts as well as the
eco- design of products;

— operational efficiency, in terms of cost reductions, increased
productivity and, ultimately, competitive advantage, in both the
discovery and operation of energy resources and the integrity
and performance of the Group’s industrial units in terms of
availability, industrial energy efficiency and the competitive
performance;

2.6.1 Transverse programs

In addition to a specific program dedicated to strategic anticipation,
seven transverse programs cover new and strategic sectors, or share
knowledge and infrastructures in the following areas:

— Health, Safety and Environment (HSE), with, for example, the
development of the TADI (Transverse Anomaly Detection
Infrastructure) platform that reproduces gas leak scenarios,
ranging from crisis management to environmental surveillance.
More than 20 acoustic or optical detection techniques were
tested in various campaigns in 2018, providing an open
innovation platform for potential suppliers and for discussions
with other industrial companies to select the best available
technologies for the detection and quantification of gas leaks,
and of methane in particular;

— CO2 capture, use and storage (CCUS), such as the large- scale
Northern Lights research project in Norway, in which the Group
is involved alongside Shell and Equinor. The first phase of the
project relates to a storage capacity of approximately 1.5 Mt/y.
TOTAL also participates in two CCU innovation centers in Canada
with start- ups, looking into new technologies for the capture
of CO2 and the conversion of CO2 into intermediate products for
chemicals and materials. TOTAL has also
joined three
demonstration centers for the storage of CO2 for geomechanical
studies and studies of the control of CO2 injection;

— energy efficiency, with, for example, the installation of the first
DIESTA cooling tower in a refinery to cool a distillate.
This technology was initially designed to cool and condense
propane for LNG cold generators;

— new services and products, including smart electricity grids,
energy management solutions for customers, mobility solutions,
the development of specific polymers, innovative and competitive
multi- functional materials, or new fluids for electric and hybrid
vehicles;

— an energy mix based on low- carbon energies combining gas
and LNG (liquefied natural gas) technologies, sun and wind
power, hybrid energy management systems, as well as battery
technologies, CO2 capture, use and storage
(CCUS)
technologies, bioproducts, such as biofuels and biopolymers,
and recycling; and

— digital

technology,

including
high- performance computing and blockchain technologies, data
sciences, the Internet of Things (IoT), robotics and artificial
intelligence applied to the Group’s activities.

the broadest sense,

The Group is investing in the preparation of its future in open
innovation by calling on its talents, its research infrastructures, its
pilot sites and its international research centers, as well as on
start- ups and top- level academic partners. Consequently, the Group
has 18 R&D centers worldwide and approximately 1,000 agreements
with its partners.

Additionally, the Group implements an active industrial property policy
to protect its innovations, and to maximize their use and technological
differentiation. In 2018, the Group filed more than 200 patent
applications.

— gas, with, for example, an initiative that aims to map out the
different emerging technologies and to compare them with
baselines in terms of their carbon footprint, energy efficiency and
economic performance. This initiative is also being deployed for
the conversion of natural gas into high- added value molecules,
such as olefins (ethylene and propylene). The first material
balances produced by the partnership with GTC Technology, a
leading American actor in petrochemicals process engineering
on an international scale, are in line with the Group’s expectations;

— digital technology, with the development of new digital seismic
imaging methods, artificial intelligence algorithms to optimize the
detection of hydrocarbons on surface water and refining
processes, and a digital simulator of the tribological phenomena
in lubricants;

— analysis and measurements, with, for example, the bases of a
methodology combining physico- chemical and olfactometric
analysis with digital methods in the Group’s partnership with Alès
Mines. This methodology is of particular interest to the
improvement of the olfactory quality of materials, and of polymers
and composites
for greater
responsiveness in the event of odorous episodes in the vicinity
of the Group’s industrial sites;

in particular, and provides

— understanding of process and product performance, with, for
example, the control of crude/water emulsions using an approach
based on modeling in collaboration with ETH Zürich.

The anticipation program is carried out by forward- looking projects
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 emplo yees were not restated following the sale of Atotech (finalized in January 2017).

TOTAL Registration Document 2018

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Research & Development 2

2.6.2 Business segment- speciﬁc programs

2.6.2.1 Exploration- Production segment

All of the R&D projects aim to combine environmental performance,
improved safety and economic viability of operations. A major asset
for R&D lies in the remarkable high- performance computing
capabilities of the Pangea supercomputer developed by the Group.

The goal of the teams in the Frontier Exploration program is to identify
geological concepts that will enable the potential of proved basins to
be reassessed and new potential basins for oil and gas exploration
to be envisaged.

Remote detection, airborne multiphysical acquisition systems for the
real- time imaging of steep margins, new- generation algorithms…
From the acquisition to the processing of data, the Earth Imaging
program innovates along the complete geophysical exploration chain
to produce high- added value 3D ultrasound images of the subsoil
more quickly and at a reduced cost.

The actions of the Field Reservoir program focus on our
understanding of the physico- chemical phenomena in reservoirs,
from pores to fields, and on the integration of all the available data.
The development of a new generation of reservoir modeling tools,
the continual improvement of reservoir simulation tools and the
development of low- cost enhanced recovery techniques are the key
themes of this program.

The Wells program aims to achieve the dual objectives of maximizing
the safety and operational efficiency of wells, thereby increasing their
profitability. This program, which provides real- time access to data
from well bottoms (during drilling) and from wells (in production), is
essential.

The main goals of the Deep Offshore & Next Generation Facilities
program consist of further cutting technical costs with completely
underwater development solutions, developing breakthrough
technologies to economically explore and develop assets at depths
of more than 3,000 meters, and designing disruptive operating modes
offering higher profitability, without compromising safety.

Finally, the emphasis of the Unconventional program is on
fundamental research (multi- scale characterization of source rock
and the origins and expulsion of hydrocarbons) and on technical
innovations to optimize recovery. These efforts converge to guide
exploration towards the most promising geological strata and to
provide the technological keys to their profitable and responsible
use.

2.6.2.2 Gas, Renewables & Power segment

Today, the R&D activities concentrate on the testing and qualification
of solar panels and on photovoltaic electricity management systems.

In 2018, TOTAL’s private laboratory, located on the premises of the
Institut Photovoltaïque d’Île- de- France (IPVF) on the Paris- Saclay
cluster, was commissioned with a 1,000 m² clean room environment.
This leading- edge technological platform covers a large part of the
solar value chain, from the manufacture of solar cells and modules,
to the qualification and testing of technologies and systems under
real- life conditions. Its missions are to support the Group’s
subsidiaries and to work on the development of competitive cells
and modules, in partnership with the IPVF in particular.

SunPower is pursuing its research, development and innovation
efforts to improve the performance of photovoltaic cells and modules,
while also cutting costs. Once its feasibility had been demonstrated,
the NGT (New Generation Technology) of photovoltaic cells was
integrated on a first production line. The module assembly technology
has also been transferred.

In addition, 2018 saw the ramp- up of work on smart electricity grids,
focusing on two key themes:

— the control and optimization of hybrid sites that combine several
energy sources and are used to store energy, and to control
electric loads in order to supply energy that is safer, more
affordable and cleaner in terms of CO2 emissions;

— the launch of the Energy Management Platform (EMP) project, a
transverse center of excellence in the processing, acquisition
(IoT) and presentation of data (user experience), and in data
science and artificial intelligence. The EMP is cooperating closely
with Digital and IT on some ten projects for different Group
entities.

Finally, in the realm of electricity storage, Saft Group and its European
partners have launched a program for the research, development
and industrialization of new generations of solid electrolyte lithium- ion
(Li- ion) batteries that are more efficient, cheaper and intrinsically
safer than current Li- ion batteries. R&D investments focus on
electrochemistry, new materials and improving production processes
and battery management systems and software. This program targets
every market segment, from electro- mobility (electric cars and buses,
the railroads, maritime and aviation sectors) and energy storage,
to specialized industries.

2.6.2.3 Reﬁning & Chemicals segment

A) Refining & Chemicals (excluding Hutchinson)

The mission of R&D is to contribute to the technological differentiation
of the Refining & Chemicals activities by developing and implementing
new and more efficient solutions to create value. It opens the way to
the industrialization of knowledge, processes and technologies.

R&D places special emphasis on the three major challenges facing
Refining & Chemicals: limiting the environmental footprint; achieving
excellence in processes and operations; and developing innovative
products, in particular biosourced products.

Research is focused on the integrity, availability and improved energy
efficiency of refining and petrochemicals facilities. As a result,
advanced modeling of feedstocks and processes is used to optimize
processing from the monthly supply of the platforms to the real- time
monitoring of the facilities’ constraints. Research conducted on
catalysts and their selection is helping to increase performance,
improve stability and extend their service life at a lower cost.

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
and biosourced raw materials. It studies the catalytic solutions of the
future, paving the way for nanocatalysis.

It designs the technologies that will be used to develop new and
more efficient products containing recycled materials (polystyrene in
particular), while retaining all the applicative properties of the end
product. Additionally, R&D draws on its knowledge of metallocenes
and bimodality to develop different types of mass consumption
polymers that have exceptional properties allowing them to replace
heavier materials and compete with technical polymers.

Finally, Refining & Chemicals’ R&D is developing technologies
enabling more efficient use of biosourced molecules. The aim is to
produce higher added- value chemical compounds, whether through
biotechnologies or thermochemical processes. In this area, the
studies focus on the processes to convert plant oils, sugar or
lignocellulose in order to produce sustainable bioplastics and biofuels
as well as to extend the range of feedstocks that can be used in

Registration Document 2018 TOTAL

BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Research & Development

existing facilities. R&D is also particularly mindful of issues related to
blends and product quality raised by the use of biomolecules.

B) Elastomer processing (Hutchinson)

R&D is an important factor in innovation and differentiation for
Hutchinson, which is present along the entire value chain, from
designing custom materials (e.g., rubber, thermoplastics, composites)
to incorporating connected solutions and objects (e.g., complex
solutions, mechatronics, hardware, software, systems, IoT, big data,
etc.).

With a corporate research and innovation center, more than
25 technical centers and a number of university partnerships
worldwide, Hutchinson is equipped to rise to the challenge of
contributing to a safer, more comfortable, and more responsible
mobility of the future.

Weight reduction, increased energy efficiency, improved diagnostic
and control functionality and greater acoustic and vibratory comfort
are common preoccupations across all of Hutchinson’s markets (e.g.,
automotive, aerospace, defense, railways). Hutchinson designs
innovative solutions that put its customers ahead of the game, and
transposes those solutions between markets, adopting a cross-
fertilization approach.

2.6.2.4 Marketing & Services segment

The Marketing & Services segment’s R&D remains focused, on the
one hand, on the optimization of the competitive advantage of
products on the consumer and professional markets, and, on the
other, on the acquisition of skills in artificial intelligence (digital
simulation, molecular modeling, data science) in order to respond to
market demands more quickly.

One of R&D’s main missions is the design and development of
Premium fuels and lubricants offering customer benefits based on
the reduction of the environmental footprint, improved energy
efficiency and the greater durability of products and equipment.
By way of example, the development of a new detergent for fuels
selected by a world- leading partner has entered the first pilot
production phase. Likewise, a new additive to improve the
performance of cold road diesel is now in industrial production.

The formulation of Fuel Economy lubricants is a short- and
medium- priority for all segments (automotive, marine and industry).
The R&D teams are pursuing their efforts to incorporate specific new
components developed with partners, such as fluid lubricating bases
or polymers with a targeted rheological profile. The Fuel Economy
program also includes engines for heavy goods vehicles and
stationary engines. TOTAL is taking an active part in the multi- partner
FALCON (Flexible & Aerodynamic truck for Low CONsumption)
project led by Volvo. Regarding marine lubricants, the method
developed by the Group to quantify the efficiency of lubricants in
neutralizing acid combustion gases has been recognized and
rewarded by the ASTM standardization organization.

The R&D teams are working on the design of ranges of lubricants
adapted to natural gas, in particular in liquefied form, for long- distance
heavy goods vehicles and maritime transport.

The Electric Vehicles Fluids program resulted in the launch of a
pioneering range of fluids for electric and hybrid vehicles. These
products, which are the fruit of major efforts made by the Group’s
R&D teams, were developed specially to meet the cooling and
lubrication needs of the different components of these new drive
systems, so that they can work under optimal conditions.

In the field of special fluids, the Group’s research center in India has
developed an aqueous anti- friction sludge for drilling.

In the realm of road binders, the first industrial and commercial
successes have confirmed a new process to prepare chemical
bitumen- polymer mixtures with a reduced environmental footprint.
The I- Street innovation project led by Eiffage, in a consortium with
TOTAL and other partners, won the Ademe’s Route du Futur call for
projects. TOTAL is also part of the GLOBE program, which is aiming
to create a logistical solution for bitumen granules that stretches from
the refinery to the point of use.

The Biolab biocomponents laboratory, inaugurated in 2016 and
common to the Marketing & Services and Refining & Chemicals
segments, acquired a new skill in biofermentation in the summer of
2018. On the one hand, a process for the synthesis of renewable
components has been patented, and, on the other, the first trials of
renewable multi- functional lubricants revealed some promising
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
over 130 countries throughout the world. Operations in properties,
oil and gas fields or any other industrial, commercial or administrative
facility, as well as the production capacities and utilization rates of
these facilities, are described in this chapter for each business
segment (Exploration & Production, Gas, Renewables & Power,
Refining & Chemicals and Marketing & Services).

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).

Minimum royalties from finance lease agreements regarding properties,
service stations, vessels and other equipment are presented
in Note 13.2 to the Consolidated Financial Statements (point 8.7 of
chapter 8).

Information about the objectives of the Company’s environmental
policy, in particular those related to the Group’s industrial sites or
facilities, is presented in chapter 5.

TOTAL Registration Document 2018

RISKS AND CONTROL

3.1

Risk Factors

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

3.3

Internal control and risk management procedures

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

3.4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

3.4.2 Risk and insurance management policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

3.4.3

Insurance policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

3.5 Vigilance Plan

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

3 RISKS AND CONTROL

Risk Factors

3.1 Risk Factors

The Group conducts its activities in an ever- changing environment
and is exposed to risks that, if they were to occur, could have a
material adverse effect on 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
its objectives. This chapter presents the significant risks to which the
Group believes it is exposed as of the date of this Registration
Document. However, as of such date, the Group may not be aware

of, or may be underestimating the potential consequences of, other
risks that could, or other risks may not have been considered by the
Group as being likely to have a material adverse impact on the Group,
its business, financial condition, including its operating income and
cash flow, reputation or outlook.

The main internal control and risk management procedures,
in particular those relating to the preparation and processing of
accounting and financial information, are described in point 3.3 of
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
market environment related factors, the most significant being
hydrocarbon prices, refining margins and exchange rates.

Generally, a decline in hydrocarbon prices has a negative effect on
the Group’s results due to a decrease in revenues from oil and gas
production. Conversely, a rise in hydrocarbon prices increases the
Group’s results.

In 2018, at first, oil prices increased to reach their highest point in
October above $80 per barrel, supported by supply tensions and
geopolitics. Prices then decreased to below $60 per barrel by the
end of the year, mainly driven by record production in the United
States. In December, OPEC and Russia announced a production cut
to mitigate the price drop. The oil and natural gas markets remain
highly volatile.

For the fiscal year 2019, according to the scenarios retained below,
the Group estimates that an increase of $10 per barrel in the average
liquids price would increase annual adjusted net operating income (1)
by approximately $2.7 billion and annual cash flow from operations
by approximately $3.2 billion. Conversely, a decrease of $10 per
barrel in the average liquids price would decrease annual adjusted

net operating income by approximately $2.7 billion and annual cash
flow from operations by approximately $3.2 billion.

The impact of changes in crude oil and gas prices on downstream
operations depends upon the speed at which the prices of finished
products adjust to reflect these changes. The Group estimates that
a decrease in its European Refining Margin Indicator (“ERMI”) of
$10 per ton would decrease annual adjusted net operating income
by approximately $0.5 billion and annual cash flow from operations
by approximately $0.6 billion. Conversely, an increase in its ERMI of
$10 per ton would increase annual adjusted net operating income by
approximately $0.5 billion and annual cash flow from operations by
approximately $0.6 billion.

All of the Group’s activities are, for various reasons and to varying
degrees, sensitive to fluctuations in the dollar/euro exchange rate.
The Group estimates that a decrease of $0.10 per euro (strengthening
of the dollar versus the euro) would increase annual adjusted net
operating income by approximately $0.1 billion and have a limited
impact on annual cash flow from operations. Conversely, an increase
of $0.10 per euro (weakening of the dollar versus the euro) would
decrease adjusted net operating income by approximately $0.1 billion
and have a limited impact on annual cash flow from operations.

Sensitivities 2019 (a)

Dollar

Average liquids price

European Refining Margin Indicator (ERMI)

Scenario retained

Change

Estimated impact
on adjusted net
operating income

Estimated impact
on cash ﬂow
from operations

1.2 $/€

60 $/b (b)

35 $/t

+/- 0.1 $ per €

+/- 10 $/b

+/- 10 $/t

- /+0.1 B$

+/- 2.7 B$

~ 0 B$

+/- 3.2 B$

+/- 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,
margins and profitability, a prolonged period of low oil and
natural gas prices could lead the Group to review its projects
and the evaluation of its assets and oil and natural gas reserves.

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

— the ability of the OPEC and other producing nations to influence

global production levels and prices;

— prices of unconventional energies as well as evolving approaches
for developing oil sands and shale oil, which may affect the
Group’s realized prices, notably under its long- term gas sales
contracts and asset valuations, 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
natural resource- producing regions, particularly in the Middle
East, Africa and South America, as well as in Russia;

— regulations and governmental actions;

— global economic and financial market conditions;

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

TOTAL Registration Document 2018

RISKS AND CONTROL

Risk Factors 3

— the security situation in certain regions, the magnitude of

international terrorist threats, wars or other conflicts;

— changes in demographics, notably population growth rates, and

consumer preferences; and

— adverse weather conditions that can disrupt supplies or interrupt

operations of the Group’s facilities.

Prolonged periods of low oil and natural gas prices may reduce the
economic viability of projects in production or in development and
reduce the Group’s liquidity, thereby decreasing its ability to finance
capital expenditures and/or causing it to cancel or postpone
investment projects.

If TOTAL were unable to finance its investment projects, the Group’s
opportunities for future revenues and profitability growth would be
reduced, which could materially negatively impact the Group’s
financial condition, including its operating income and cash flow.

Prolonged periods of low oil and natural gas prices may reduce the
Group’s reported reserves and cause the Group to revise the price
assumptions upon which asset impairment tests are based, which
could have a significant adverse effect on the Group’s results in the
period in which it occurs. For additional information on impairments
recognized on the Group’s assets, refer to Note 3 to the Consolidated
Financial Statements (point 8.7 of chapter 8).

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

The Group’s results from its Refining & Chemicals and Marketing &
Services segments are primarily dependent upon the supply and
demand for petroleum products and the associated margins on sales
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

in oil and gas prices. In 2018, the positive effects of higher oil and
gas prices on the Group’s results have been greater than the
decrease of the results of the Refining & Chemicals segment. The
Group’s refining margins remain highly volatile.

The activities of Trading & Shipping (oil, gas and power trading and
shipping activities) are particularly sensitive to market risk and more
specifically to price risk as a consequence of the volatility of oil and
gas prices, to liquidity risk (inability to buy or sell cargoes at market
prices) and to counterparty risk (when a counterparty does not fulfill
its contractual obligations). The Group uses various energy derivative
instruments and freight- rate instruments to reduce its exposure to
price fluctuations of crude oil, petroleum products, natural gas, power
and freight- rates. Although TOTAL believes it has established
appropriate risk management procedures, large market fluctuations
may adversely affect the Group’s activities and financial condition,
including its operating income and cash flow.

For more detailed information on the impact of oil and gas prices on
the Group’s 2018 results, financial condition (including impairments)
and outlook, refer to point 1.4 of chapter 1.

TOTAL is exposed to other financial risks related to its financing
and cash management activities.

The Group is exposed to changes in interest rates and foreign
exchange rates. Even though the Group generally seeks to minimize
the currency exposure of each entity with regards to its functional
currency (primarily the dollar, the euro, the pound sterling and the
Norwegian krone), the Group’s financial condition, including its
operating income and cash flow, could be impacted by a significant
change in the value of these currencies.

In addition, as TOTAL mostly turns to financial markets for its external
financing, its financial condition and operations could be materially
impacted if access to those markets were to become more difficult.

For further information on financial risks, refer to Notes 15 and 16 to
the Consolidated Financial Statements (point 8.7 of chapter 8).

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
its operations.

and could have a material adverse effect on the Group’s financial
condition.

The Group’s activities involve a wide range of operational risks, such
as explosions, fires, accidents, equipment failures, leakage of toxic
products, emissions or discharges into the air, water or soil, that can
potentially cause death or injury, or impact natural resources and
ecosystems.

The industrial event that could have the most significant impact is a
major industrial accident, e.g., blow out, explosion, fire, leakage of
highly toxic products or massive leakage, resulting in death or injury
and/or accidental pollution on a large- scale or at an environmentally
sensitive site.

Acts of terrorism or malicious acts against employees, plants, sites,
pipelines and transportation or computer systems of the Group’s or
its contractors could also disrupt the Group’s business activities and
could cause harm or damage to people, property and the environment

Certain activities of the Group face additional specific risks. TOTAL’s
Exploration & Production activities are exposed to risks related to the
physical characteristics of oil and gas fields, particularly during drilling
operations, which can cause blow outs, explosions, fires or other
damage, in particular to the environment, and lead to a disruption of
the Group’s operations or reduce its production. In addition to the
risks of explosions and fires, the activities of the Gas, Renewables &
Power (1), Refining & Chemicals and Marketing & Services business
segments entail risks related to the overall life cycle of the products
manufactured, as well as the materials used. With regard to
transportation, the likelihood of an operational accident depends not
only on the hazardous nature of the products transported, but also
on the volumes involved and the sensitivity of the regions through
which they are transported (quality of infrastructure, population
density, environment).

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

Registration Document 2018 TOTAL

RISKS AND CONTROL

Risk Factors

TOTAL’s workforce and the public are exposed to risks inherent to
the Group’s operations, which could lead to legal proceedings against
the Group’s entities and legal representatives, notably in cases of
death, injury and property and environmental damage. Such
proceedings could also damage the Group’s reputation. In addition,
like most industrial groups, TOTAL is concerned by declarations of
occupational illnesses.

To manage the operational risks to which it is exposed, the Group
has adopted a preventive and remedial approach by putting in place
centralized HSE (health, safety and environment) and security
management systems that seek to take all necessary measures to
reduce the related risks (refer to points 5.4 and 5.5 of chapter 5).
In addition, the Group maintains third- party liability insurance
coverage for all its subsidiaries. TOTAL also has insurance to protect
against the risk of damage to Group property and/or business
interruption at its main refining and petrochemical sites. TOTAL’s
insurance and risk management policies are described in point 3.4 of
this chapter. However, the Group is not insured against all potential
risks. In certain cases, such as a major environmental disaster,
TOTAL’s liability may exceed the maximum coverage provided by its
third- party liability insurance. The Group cannot guarantee that it will
not suffer any 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’s financial condition, including its operating income and
cash flow, and its reputation.

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

The Group has crisis management plans in place to deal with
emergencies (refer to point 5.5 of chapter 5). However, these plans
cannot exclude the risk that the Group’s business and operations
may be severely disrupted in a crisis situation or ensure the absence
of impacts on third parties or the environment. TOTAL has also
implemented business continuity plans to continue or resume
operations following a shutdown or incident. An inability for the Group
to resume its activities in a timely manner could prolong the impact
of any disruption and thus could have a material adverse effect on its
financial condition, including its operating income and cash flow.

TOTAL is subject to increasingly stringent environmental, health
and safety laws and regulations in numerous countries and may
incur material related compliance costs.

The Group’s activities are subject to numerous laws and regulations
pertaining to the environment, health and safety. In most countries
where the Group operates, particularly in Europe and the United
States, sites and products are subject to increasingly stringent laws
governing the protection of the environment (water, air, soil, noise,
protection of nature, waste management and impact assessments,
etc.), health (occupational safety and chemical product risk, etc.) and
the safety of personnel and residents. Product quality and consumer
protection are also subject to increasingly strict regulations. The
Group’s entities ensure that their products meet applicable
specifications and abide by all applicable consumer protection laws.
Failure to do so could lead to personal injury, property damage,
environmental harm and loss of customers, which could negatively
impact the Group’s financial condition, including its operating income
and cash flow, and its reputation.

TOTAL incurs and will continue to incur substantial expenditures to
comply with increasingly complex laws and regulations aimed at
protecting health, safety and the environment. Such expenditures
could have a material adverse effect on the Group’s financial condition.

The introduction of new laws and regulations could compel the Group
to curtail, modify or cease certain operations or implement temporary
shutdowns of sites, which could diminish productivity and have a
material adverse impact on its financial condition.

Moreover, pursuant to applicable regulations, most of the Group’s
activities will require, at site closure, decommissioning followed by
environmental remediation after operations are discontinued. Costs
related to such activities may materially exceed the Group’s provisions
and adversely impact its operating incomes. With regard to the
definitive shutdown of activities,
the Group’s environmental
contingencies and asset retirement obligations are addressed in the
“Asset retirement obligations” and “Provisions for environmental
contingencies” sections of the Group’s consolidated balance sheet
(refer to Note 12 to the Consolidated Financial Statements, point
8.7 of chapter 8). Future expenditures related to asset retirement
obligations are accounted for in accordance with the accounting
principles described in the same Note.

Laws and regulations related to climate change as well as
growing concern of stakeholders may adversely affect the
Group’s business and financial condition.

Firstly, there is a risk incurred by rapidly changing modes of energy
production in favor of a lower- carbon energy mix that allows for a
more limited share of fossil fuel. This could impact the Group’s
business model, profitability, financial situation and shareholder value.

The growing concern of certain stakeholders with regards to climate
change could also have an impact on certain external financing of
the Group’s projects or influence certain investors involved in the oil
and gas sector.

Moreover, regulations may change and require the Group to reduce,
change or cease certain operations, and subject it to additional
obligations with regards to the compliance of its facilities. This could
have a negative effect on its activities and its financial situation,
including operating income and cash flow. Regulations designed to
gradually limit fossil fuel use may, depending on the GHG emission
limits and time horizons set, negatively and significantly affect the
development of projects, as well as the economic value of certain of
the Group’s assets. In Europe, for example, the Group’s industrial
facilities are part of the CO2 emissions quotas market (EU- ETS), and
the financial risk incurred by purchasing these quotas on the market
could increase due to the reform of the system that was approved in
2018. This emission quotas market is in its third phase. The Group
estimates that about 25% of emissions subjected to EU- ETS are not
covered by free quotas in the period 2013- 2020 (phase 3) and to
30% or more from 2021 to 2030 (phase 4). At the end of 2018, the
price of these quotas was about €20/t, and the Group expects this
price to be higher than €30/t in phase 4.

Internal studies conducted by TOTAL have shown that a
long- term CO2 price of $40/t (1) applied worldwide would have a
negative impact of around 5% on the discounted present value of
the Group’s assets (upstream and downstream). In addition, the
average lifespan of the Group’s proved and probable reserves is
approximately 20 years, while the discounted present value of those
reserves beyond the 20 years represents less than 10% of the
discounted present value of the Group’s upstream assets.

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

TOTAL Registration Document 2018

RISKS AND CONTROL

Risk Factors

Finally, the Company and several of its subsidiaries have received
claims issued by public entities in certain countries in view of financing
the protective measures to be implemented in order to limit the
consequences of climate change. The Group is subject to the risk of
judicial actions in this area.

The physical effects of climate change may adversely affect the
Group’s business.

TOTAL’s businesses operate in various regions, where the potential
physical impacts of climate change, including changes in weather
patterns, are highly uncertain and may adversely impact the Group’s
operating income.

Climate change potentially has multiple effects that could harm the
Group’s operations. The increasing scarcity of water resources may
negatively affect the Group’s operations in some regions of the world,
high sea levels may harm certain coastal activities, and the
multiplication of extreme weather events may damage offshore and
onshore facilities. These climate risk factors are continually assessed
in the risk management and prevention plans.

The Group believes that it is impossible to guarantee that the
contingencies or liabilities related to the matters mentioned in this
point 3.1.2 would not have a material adverse impact on its business,
financial condition, including its operating income and cash flow,
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
information security systems could adversely affect the Group’s
activities.

The Group’s activities depend heavily on the reliability and security of
its information technology (IT) systems. The Group’s IT systems,
some of which are managed by third parties, are susceptible to being
compromised, damaged, disrupted or shutdown due to failures
during the process of upgrading or replacing software, databases or
components, power or network outages, hardware
failures,
cyber- attacks (viruses, computer intrusions), user errors or natural
disasters. The cyber threat is constantly evolving. Attacks are
becoming more sophisticated with regularly renewed techniques
while the digital transformation amplifies exposure to these cyber
threats. The adoption of new technologies, such as the Internet of
things (IoT) or the migration to the cloud, as well as the evolution of
architectures for increasingly interconnected systems, are all areas
where cyber security is a very important issue. The Group and its

service providers may not be able to prevent third parties from
breaking into the Group’s IT systems, disrupting business operations
or communications infrastructure through denial- of- service attacks,
or gaining access to confidential or sensitive information held in the
system. The Group, like many companies, has been and expects to
continue to be the target of attempted cybersecurity attacks. While
the Group has not experienced any such attack that has had a
material impact on its business, the Group cannot guarantee that its
security measures will be sufficient to prevent a material disruption,
breach or compromise in the future.

As a result, the Group’s activities and assets could sustain serious
damage, services to clients could be interrupted, material intellectual
property could be divulged and, in some cases, personal injury,
property damage, environmental harm and regulatory violations could
occur, potentially having a material adverse effect on the Group’s
financial condition, including its operating income and cash flow.

3.1.4 Risks related to the development of major projects and reserves

The Group’s production growth and profitability depend on the
delivery of its major development projects.

Growth of production and profitability of the Group rely heavily on the
successful execution of its major development projects that are
increasingly complex and capital- intensive. These major projects may
face a number of difficulties, including, in particular, those related to:

— economic or political risks, including threats specific to a certain
country or region, such as terrorism, social unrest or other
conflicts (refer to point 3.1.6 of this chapter);

— negotiations with partners, governments, local communities,

suppliers, customers and other third parties;

— obtaining project financing;

— controlling capital and operating costs;

— earning an adequate return in a low oil and/or gas price

environment;

— respecting project schedules; and

— the timely issuance or renewal of permits and licenses by public

agencies.

Poor delivery of any major project that underpins production or
production growth could adversely affect the Group’s financial
condition, including its operating income and cash flow.

The Group’s long- term profitability depends on cost- effective
discovery, acquisition and development of economically viable
new reserves; if the Group is unsuccessful, its financial
condition, including its operating income and cash flow, could
be materially affected.

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
underground reserves developed as part of its Exploration &
Production activities. The development of oil and gas fields, the
construction of facilities and the drilling of production or injection
wells is capital intensive and requires advanced technology. Due to
constantly changing market conditions and environmental challenges,
cost projections can be uncertain. For Exploration & Production
activities to continue to be profitable, the Group needs to replace its
reserves with new proved reserves (likely to be developed and
produced in an economically viable manner).

In addition, a number of factors may undermine TOTAL’s ability to
discover, acquire and develop new reserves, which are inherently
uncertain, including:

— the geological nature of oil and gas fields, notably unexpected
including pressure or unexpected

drilling conditions,
heterogeneities in geological formations;

— the risk of dry holes or failure to find expected commercial

quantities of hydrocarbons;

Registration Document 2018 TOTAL

RISKS AND CONTRO

Risk Factors

— equipment failures, fires, blow- outs or accidents;

— shortages or delays in the availability or delivery of appropriate

equipment;

— the Group’s inability to develop or implement new technologies

that enable access to previously inaccessible fields;

— the Group’s inability to anticipate market changes in a timely

manner;

— adverse weather conditions;

— the inability of the Group’s partners to execute or finance projects
in which the Group holds an interest or to meet their contractual
obligations;

— the inability of service companies to deliver contracted services

on time and on budget;

— compliance with both anticipated and unanticipated
governmental requirements, including U.S. and EU regulations
that may give a competitive advantage to companies not subject
to such regulations;

— economic or political risks, including threats specific to a certain
country or region, such as terrorism, social unrest or other
conflicts (refer to point 3.1.6 of this chapter);

— competition from oil and gas companies for the acquisition and
development of assets and licenses (refer to point 3.1.7 of this
chapter);

— increased taxes and royalties, including retroactive claims and

changes in regulations and tax reassessments; and

— disputes related to property titles.

These factors could lead to cost overruns and/or could impair the
Group’s ability to complete a development project or make production
economical. Some of these factors may also affect the Group’s
projects and facilities further down the oil and gas chain.

If TOTAL fails to develop new reserves cost- effectively and in sufficient
quantities, the Group’s financial condition, including its operating
income and cash flow, could be materially affected.

The Group’s oil and gas reserves data are estimates only
and subsequent upward or downward adjustments are possible.
If actual production from such reserves proves to be lower than
current estimates indicate, the Group’s financial condition,
including its operating income and cash flow, could be impacted.

reasonable certainty

The Group’s proved reserves figures are estimates prepared in
accordance with SEC rules. Proved reserves are those reserves
which, by analysis of geoscience and engineering data, can be
estimated with
to be economically
recoverable – from a given date forward, from known reservoirs and
under existing economic conditions, operating methods and
government regulations – prior to the time at which contracts
providing the right to operate expire, unless evidence indicates that
renewal is reasonably certain, regardless of whether deterministic or
probabilistic methods are used for the estimation. Reserves are
estimated by
trained
geoscientists and petroleum, gas and project engineers, who
rigorously review and analyze in detail all available geoscience and
engineering data (for example, seismic data, electrical logs, cores,
fluids, pressures, flow rates and facilities parameters). This process
involves making subjective judgments, including with respect to the
estimate of hydrocarbons initially in place, initial production rates and
recovery efficiency, based on available geological, technical and
economic data. Consequently, estimates of reserves are not exact
measurements and are subject to revision.

teams of qualified, experienced and

A variety of factors that are beyond the Group’s control could cause
such estimates to be adjusted downward in the future, or cause the
Group’s actual production to be lower than its currently reported
proved reserves indicate. Such factors include:

— a prolonged period of low prices of oil or gas, making reserves
no longer economically viable to exploit and therefore not
classifiable as proved;

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

— changes in tax rules and other regulations that make reserves no
longer economically viable to exploit, or disputes related to
property titles; and

— the actual production performance of the Group’s deposits.

The Group’s reserves estimates may therefore require substantial
downward revisions should its subjective judgments prove not to
have been conservative enough based on the available geoscience
and engineering data, or the Group’s assumptions regarding factors
or variables that are beyond its control prove to be incorrect over
time. Any downward adjustment could indicate lower future
production amounts, which could adversely affect the Group’s
financial condition, including its operating income and cash flow.

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

third parties

Many of the Group’s projects are conducted by equity affiliates
or are operated by third parties. For these projects, the Group’s
degree of control, as well as its ability to identify and manage
risks, may be reduced.

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
company is not the operator, such company may have limited
influence over, and control of, the behavior, performance and costs
of the partnership, its ability to manage risks may be limited and it
may, nevertheless, be prosecuted by regulators or claimants in the
event of an incident.

Additionally, the partners of the Group may not be able to meet their
financial or other obligations to the projects, which may threaten the
viability of a given project. These partners may also not have the
financial capacity to fully indemnify the Group or third parties in the
event of an incident.

With respect to joint- ventures, contractual terms generally provide
that the operator, whether an entity of the Group or a third party,
assumes full liability for damages caused by its gross negligence or
willful misconduct.

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

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RISKS AND CONTROL

Risk Factors

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

With respect to third- party providers of goods and services, the amount
and nature of the liability assumed by the third party depends on the
context and may be limited by contract. Contracts may also contain
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
politically, economically and socially unstable areas, where the
risk that the Group’s operations may be materially affected is
relatively high.

A significant portion of TOTAL’s oil and gas production and reserves
is located in countries that are not part of the Organisation for
Economic Co- operation and Development (OECD). In recent years,
a number of these countries have experienced varying degrees of
one or more of the following: economic or political instability, civil
war, violent conflict, social unrest, actions of terrorist groups and the
application of international economic sanctions. Any of these
conditions alone or in combination could disrupt the Group’s
operations in any of these regions, causing substantial declines in
production or revisions to reserves estimates.

In Africa (excluding North Africa), which represented 24% of the
Group’s 2018 combined liquids and gas production, certain of the
countries in which the Group has production have recently suffered
from some of these conditions, including Nigeria, which is one of the
main contributing countries
the Group’s production of
to
hydrocarbons (refer to point 2.1.9 of chapter 2).

The Middle East and North Africa zone, which represented 24% of
the Group’s 2018 combined liquids and gas production, has in recent
years suffered increased political instability in connection with violent
conflict and social unrest, particularly in Libya and Syria, where the
European Union (EU) and the U.S. have enacted economic sanctions
prohibiting TOTAL from producing oil and gas since 2011. In Yemen,
the deterioration of security conditions in the vicinity of the Balhaf site
caused the company Yemen LNG, in which the Group holds a stake
of 39.62%, to stop its commercial production and export of LNG
and to declare force majeure to its various stakeholders in 2015.
The plant has been put in preservation mode. In Iran, TOTAL signed
in July 2017 a 20- year contract with the National Iranian Oil Company
(NIOC) relating to the development and production of phase 11
(SP11) of the giant South Pars gas field. Following the withdrawal of
the United States from the Joint Comprehensive Plan of Action on
May 8, 2018, TOTAL withdrew from this project and finalized its
withdrawal on October 29, 2018, prior to the re- imposition of US
secondary sanctions on the oil industry as of November 5, 2018.
TOTAL was the operator and had a 50.1% interest alongside the
Chinese state- owned company CNPC (30%) and Petropars (19.9%);
a wholly- owned subsidiary of NIOC. TOTAL ceased all operational
activity in Iran before November 4, 2018.

In South America, which represented 6% of the Group’s 2018
combined liquids and gas production, certain of the countries in
which TOTAL has production have recently suffered from political or
economic instability, including Argentina, Brazil and Venezuela.

Since July 2014, international economic sanctions have been
adopted against certain Russian individuals and entities, including
various entities operating in the financial, energy and defense sectors.
As of December 31, 2018, TOTAL held 21% of its proved reserves in
Russia, from which the Group had 14% of its combined oil and gas
production in 2018.

international economic
For additional
sanctions applicable notably to Cuba, Iran, Russia, Syria and
Venezuela, refer to point 3.1.9.1 of this chapter.

information concerning

Furthermore, in addition to current production, TOTAL is also
exploring for and developing, or is participating in the exploration
and/or development of, new reserves in other regions of the world
that are historically characterized by political, social or economic
instability.

The occurrence and magnitude of incidents related to economic,
social or political instability are unpredictable. It is possible that they
could have a material adverse impact on the Group’s production and
operations in the future and/or cause certain investors to reduce
their holdings of TOTAL’s securities.

TOTAL, like other major international energy companies, has a
geographically diverse portfolio of reserves and operational sites,
which allows it to conduct its business and financial affairs so as to
reduce its exposure to political and economic risks. However, there
can be no assurance that such events will not have negative
consequences on the Group.

Intervention by host country authorities can adversely affect the
Group’s activities and its operating incomes.

TOTAL has significant exploration and production activities, and in
some cases refining, marketing or chemicals operations, in countries
whose governmental and regulatory framework is subject to
unexpected change and where the enforcement of contractual rights
is uncertain. The legal framework of TOTAL’s exploration and
production activities, established through concessions, licenses,
permits and contracts granted by or entered into with a government
entity, a state- owned company or private owners, is subject to risks
of renegotiation that, in certain cases, can reduce or challenge the
protections offered by the initial legal framework and/or the economic
benefit to TOTAL.

In addition, the Group’s exploration and production activities in such
countries are often undertaken in conjunction with state- owned
entities, for example as part of a joint- venture in which the state has
a significant degree of control. In recent years, in various regions
globally, TOTAL has observed governments and state- owned
enterprises impose more stringent conditions on companies pursuing
exploration and production activities in their respective countries,
increasing the costs and uncertainties of the Group’s business
operations. TOTAL expects this trend to continue.

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

— the award or denial of exploration and production interests;

— the imposition of specific drilling obligations;

— price and/or production quota controls and export limits;

— nationalization or expropriation of assets;

— unilateral cancellation or modification of license or contract rights;

— increases in taxes and royalties, including retroactive claims and

changes in regulations and tax reassessments;

— the renegotiation of contracts;

— the imposition of increased local content requirements;

— payment delays; and

— currency exchange restrictions or currency devaluation.

Registration Document 2018 TOTAL

3 RISKS AND CONTROL

Risk Factors

If a host government were to intervene in one of these forms in a
including
country where TOTAL has substantial operations,
exploration, the Group could incur material costs or the Group’s
production or asset value could decrease, which could potentially
have a material adverse effect on its financial condition, including its
operating income and cash flow.

For example, the Nigerian government has been contemplating new
legislation to govern the petroleum industry which, if passed into law,
could have an impact on the existing and future activities of the
Group in that country through increased taxes and/or operating costs
and could affect financial returns from projects in that country.

3.1.7 Risks related to competition and lack of innovation

The Group operates in a highly competitive environment. Its
competitiveness could be adversely impacted if the Group’s
level of innovation lagged behind its competitors.

TOTAL’s main competitors are comprised of national (companies
directly or indirectly controlled by a state) and international oil
companies. The evolution of the energy sector has opened the door
to new competitors and increased market price volatility.

TOTAL is subject to competition in the acquisition of assets and
licenses for the exploration and production of oil and natural gas as
well as for the sale of manufactured products based on crude and
refined oil. In the gas sector, major producers increasingly compete
in the downstream value chain with established distribution
companies. Increased competitive pressure could have a significant
negative effect on the prices, margins and market shares of the
Group’s companies.

The pursuit of unconventional gas development, particularly in the
United States, has contributed to falling hydrocarbon market prices
and a marked difference between spot and long- term contract prices.
The competitiveness of long- term contracts indexed to oil prices

could be affected if this discrepancy persists and if it should prove
difficult to invoke price revision clauses.

The Group’s activities are carried out in a constantly changing
environment with new products and technologies continuously
emerging. The Group may not be able to anticipate these changes,
identify and integrate technological developments in order to maintain
its competitiveness, maintain a high level of performance and
operational excellence, and best meet the needs and demands of its
customers. The Group’s innovation policy requires significant
investment, notably in R&D, of which the expected impact cannot be
guaranteed.

In the field of R&D, the multiplication of research partnerships, in
particular in related technical fields, may make it difficult for the Group
to track technical information exchanged with research partners and
monitor related contractual restrictions (e.g., confidentiality, limited
use). New and increasingly complex digital technologies as well as
the multiplication of partnerships are all
increase
contamination risks, which could, as a result, limit TOTAL’s ability to
exploit innovations.

likely

3.1.8 Ethical misconduct and non- compliance risks

Ethical misconduct or non- compliance of the Group or its
employees with applicable laws could expose TOTAL to criminal
and civil penalties and be damaging to TOTAL’s reputation and
shareholder value.

The Group’s Code of Conduct, which applies to all of its employees,
defines TOTAL’s commitment to ethical standards, business integrity,
human rights and compliance with applicable legal requirements.
TOTAL maintains a “zero tolerance” principle for fraud of any kind,
particularly
peddling.
Non- compliance with laws and regulations as well as ethical or human
rights misconduct by TOTAL, its employees or a third- party acting
on its behalf could expose TOTAL and/or its employees to
investigations, criminal and civil sanctions and to additional penalties
(such as debarment from public procurement). Further measures

corruption

influence

bribery,

and

could, depending on applicable legislation (notably, the U.S. Foreign
Corrupt Practices Act, the UK Bribery Act, the French law
n° 2016- 1691 dated December 9, 2016 relating to transparency, the
fight against corruption and modernization of the economy or the
Regulation (EU) 2016/679 with regard to the protection of personal
data), be imposed by competent authorities, such as the review and
reinforcement of the compliance program under the supervision of
an independent third party. Any of the above could be damaging to
the financial condition, shareholder value or reputation of the Group.

Generally, entities of the Group could potentially be subject to
administrative, judicial or arbitration proceedings that could have a
material adverse impact on the Group’s financial condition and
reputation (refer to point 3.2 of this chapter).

3.1.9 Countries targeted by economic sanctions

TOTAL has activities in certain countries targeted by economic
sanctions. If the Group’s activities are not conducted in
accordance with applicable laws and regulations, TOTAL could
face penalties.

Economic sanctions or other restrictive measures could target
countries, such as Cuba, Iran, and Syria and/or target actors or
economic sectors, such as in Russia or in Venezuela.

U.S. and European restrictions relevant to the Group and certain
disclosure concerning the Group’s limited activities or presence in
certain targeted countries are outlined in points 3.1.9.1 and 3.1.9.2,
respectively.

3.1.9.1 U.S. and European legal restrictions

TOTAL closely monitors applicable international economic sanctions
regimes, including those adopted by the United States and the
European Union (“EU”) (collectively, “Sanctions Regimes”), changes
to such regimes and possible impacts on the Group’s activities.
TOTAL takes steps to ensure compliance with applicable Sanctions
Regimes and believes that its current activities in targeted countries
do not infringe the applicable Sanctions Regimes. However, the
Group cannot assure that current or future regulations related to
Sanctions Regimes will not have a negative impact on its business,
financial condition or reputation. A violation by the Group of applicable
Sanctions Regimes could result in criminal, civil and/or material
financial penalties.

TOTAL Registration Document 2018

RISKS AND CONTROL

Risk Factors 3

A) Restrictions against Cuba

U.S. sanctions against Cuba prohibit any person subject to the
jurisdiction of the United States (1) from engaging, directly or indirectly,
in any activities or dealings related to Cuba, without government
authorization. Therefore, the use of the U.S. dollar is prohibited for
almost all transactions related to Cuba. Furthermore, it is prohibited
to export and reexport to Cuba all goods subject to the Export
Administration Regulations (2) without a license and with exceptions
(for example, certain medical equipment), as well as to import all
goods of Cuban origin into the United States. Cuba is not subject to
European economic sanctions.

TOTAL has had an interest in a liquefied petroleum gas (LPG) cylinder
filing plant in Cuba since 1997 and continues the development of its
activities regarding lubricants, fluids and greases in Cuba.

B) Restrictions against Iran

Several countries and international organizations, including the United
States and the EU, maintain Sanctions Regimes of varying degrees
targeting Iran.

On July 14, 2015, the EU, China, France, Russia, the United
Kingdom, the United States and Germany reached an agreement
with Iran, known as the Joint Comprehensive Plan of Action (the
“JCPOA”), regarding limits on Iran’s nuclear activities and relief under
certain U.S., EU and UN economic sanctions regarding Iran.
On January 16, 2016, the International Atomic Energy Agency
(“IAEA”) confirmed that Iran had met its initial nuclear compliance
commitments under the JCPOA. Therefore, as from that date, UN
economic sanctions, most U.S. secondary sanctions (i.e., those
covering non- U.S. persons (3) and for activities outside U.S.
jurisdiction) and most EU economic sanctions were suspended (4).

Following the withdrawal of the United States from the JCPOA in
May 2018, U.S. secondary sanctions concerning the oil industry
were re- imposed as of November 5, 2018.

In July 2017, TOTAL signed a contract for a period of 20 years with
the National Iranian Oil Company (“NIOC”) relating to the development
and production of phase 11 (SP11) (5) of the giant South Pars gas
field. Following the withdrawal of the United States from the JCPOA,
TOTAL withdrew from this project and finalized its withdrawal on
October 29, 2018, prior to the re- imposition of U.S. secondary
sanctions on the oil industry as of November 5, 2018. TOTAL ceased
all operational activity in Iran before November 4, 2018.

Furthermore, certain U.S. states have adopted regulations with
respect to Iran requiring, in certain conditions, state pension funds
and other state- owned institutional investors to divest securities in
any company that has or had business operations in Iran and state
public contracts not to be awarded to such companies. Certain U.S.
state regulators have adopted similar initiatives relating to investments
by insurance companies. TOTAL believes the impact of these
regulations to be limited due to the Group’s decision to withdraw
from Iran. Nevertheless, TOTAL continues to closely monitor these
measures, which are generally still in effect following the withdrawal
of the United States from the JCPOA.

With respect to the Group’s activities conducted under the sanctions
framework that was in place prior to the entry into force of the
JCPOA, the U.S. Department of State made a determination on
September 30, 2010 that certain historical activities would not be
deemed sanctionable and that, so long as TOTAL acted in
accordance with its commitments related to this determination, it
would not be regarded as a company of concern for its past
Iran- related activities. TOTAL’s historical activities in Iran have been
conducted in compliance with these Sanctions Regimes. Since 2011,
TOTAL has had no production in Iran.

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
activities of the Group related to Iran.

C) Restrictions against Russia

Since July 2014, various Sanctions Regimes have been adopted
against Russia, including prohibitions to deal with certain Russian
individuals and entities or restrictions on financings, as well as
restrictions on investments and exports to Russia.

The economic sanctions adopted by the EU since 2014 do not
materially affect TOTAL’s activities in Russia. TOTAL has been formally
authorized by the French government, which is the competent
authority for granting authorization under the EU sanctions regime,
to continue all its activities in Russia on the Kharyaga and
Termokarstovoye fields and the Yamal LNG and the Arctic 2 LNG
projects.

The United States adopted various economic sanctions, some of
which target PAO Novatek (6) (“Novatek”), and the entities in which
Novatek (individually or with other similarly targeted persons or
entities) owns an interest of at least 50%, including OAO Yamal LNG (7)
(“Yamal LNG”),Terneftegas (8) and OOO Arctic 2 LNG (9). These
sanctions prohibit, in particular, U.S. persons from all transactions in,
providing financing for, and other dealings in debt issued by these
entities after July 16, 2014 of longer than 90 days maturity (reduced
to 60 days as from the end of November 2017). The use of the U.S.
dollar is therefore prohibited for these types of financings, including
Yamal LNG. The Yamal LNG project’s financing was finalized in
successive steps in 2016 in compliance with applicable regulations.
The financing of the Arctic LNG 2 project is under discussion.

In addition, the U.S. Department of Commerce has imposed
restrictions on exports and reexports of certain goods to Russia
under the regulation related to the U.S. export control with respect to
certain oil projects, which do not materially impact TOTAL’s current
activities in Russia.

In August 2017, the United States adopted the Countering America’s
Adversaries Through Sanctions Act (“CAATSA”). This law provides
for, in particular, the possibility to impose secondary sanctions against
a non- U.S. person who (i) invests in certain types of crude oil projects;
(ii) carries out a significant transaction with a sanctioned Russian
individual or entity; (iii) carries out a significant transaction with an
individual/entity party to or acting on behalf of Russian economic
intelligence or defense sectors; (iv) carries out a direct and significant
investment (beyond certain amounts), which contributes to the
development of Russian export pipelines or (v) sells, leases or
provides goods, services, technologies or information that could
directly and in a significant manner facilitate the maintenance or
expansion of the construction, modernization or repair of energy
export pipelines by Russia. This law also, on the one hand, reduced
the maturity periods of debts restricting the financing of certain entities
and, on the other hand, extended, as from January 29, 2018, the
prohibition applicable to certain entities to export goods and services
outside of Russia in support of exploration or production projects of
oil in deep water, beyond the Arctic offshore, or concerning shale
formations (shale oil).

On April 6, 2018, the American Department of Treasury’s Office of
Foreign Assets Control (OFAC) for the first time designated and
registered certain Russian oligarchs and political figures, as well as
several entities owned by them, on the list of Specially Designated
Nationals and Blocked Persons List. Non- U.S. persons may now be
sanctioned under secondary sanctions for having carried out
significant transactions with the designated persons.

TOTAL continues its activities in Russia in compliance with applicable
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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RISKS AND CONTROL

Risk Factors

As of December 31, 2018, TOTAL held 21% of its proved reserves in
Russia, where the Group had 14% of its combined oil and gas
production in 2018.

D) Restrictions against Syria

The EU adopted measures in 2011 regarding trade with and
investment in Syria that are applicable to European persons and to
entities constituted under the laws of an EU Member State, including,
notably, a prohibition on the purchase, import or transportation from
Syria of crude oil and petroleum products. The United States also
has adopted comprehensive measures that broadly prohibit trade
and investment in and with Syria. Since 2011, the Group ceased its
activities that contributed to oil and gas production in Syria and has
not purchased hydrocarbons from Syria since that time (refer to point
3.1.9.2).

E) Restrictions against Venezuela

Since 2014, different Sanctions Regimes were adopted relating to
Venezuela, including prohibitions to deal with certain Venezuelan
individuals and entities, as well as restrictions on financings.

In August 2017, the United States adopted economic sanctions
relating to the Government of Venezuela as well as certain
state- owned or controlled entities (collectively, the “Government of
Venezuela”), including Petroleos de Venezuela, S.A. (“PdVSA”) as
well as entities in which PdVSA (individually or with other similarly
targeted persons or entities collectively) owns an interest of at least
50% (which includes Petrocedeño S.A., a company in which the
Group held an interest of 30.32% as of December 31, 2018). These
sanctions prohibit all U.S. persons (1) from transacting in, providing
financing for or otherwise dealing in debt issued by PdVSA as from
August 25, 2017 of longer than 90 days maturity. The use of the U.S.
dollar is therefore prohibited for these types of financings, including
with Petrocedeño S.A.

Since November 13, 2017, Venezuela has also been subject to
European sanctions, which mainly provide for the freezing of assets
of certain individuals and entities, a military embargo as well as
restrictions on the exportation of certain goods.

In May 2018, the United States adopted a new round of sanctions
against the Government of Venezuela, prohibiting all U.S. persons
from transacting in (i) the purchase of debts owed to the Government
of Venezuelan and (ii) the sale, transfer, assignment, or pledging as
collateral by the Government of Venezuelan of any equity interest in
any entity in which the Government of Venezuela has a 50% or
greater ownership interest.

On January 28, 2019, pursuant to Executive Order 13850, American
Department of Treasury’s Office of Foreign Assets Control (OFAC)
designated and registered PdVSA on the list of Specially Designated
Nationals and Blocked Persons List, as well as any entities in which
PdVSA owns an interest of at least 50%, including Petrocedeño S.A.

To date, TOTAL has organised the management of its interest to ensure
compliance with applicable sanctions.

3.1.9.2

Information concerning certain limited
activities in Iran and Syria

Information concerning TOTAL’s activities related to Iran that took
place in 2018 provided in this section is disclosed according to
Section 13(r) of the Securities Exchange Act of 1934, as amended
(“U.S. Exchange Act”).

In addition, information for 2018 is provided concerning the payments
made by Group affiliates to, or additional cash flow that operations of
Group affiliates generate for, the government of any country identified
by the United States as a state sponsor of terrorism (currently, Iran,
North Korea, Syria and Sudan) (2) or any entity controlled by those
governments.

TOTAL believes that these activities are not sanctionable, including
for activities previously disclosed. For more information on certain
U.S. and EU restrictions relevant to TOTAL in these jurisdictions,
refer to point 3.1.9.1 of this chapter.

A) Iran

The Group’s operational activities related to Iran were stopped in
2018 following the withdrawal of the United States from the JCPOA
in May 2018 and prior to the re- imposition of U.S. secondary
sanctions on the oil industry as of November 5, 2018.

Statements in this section concerning affiliates intending or expecting
to continue activities described below are subject to such activities
continuing to be permissible under applicable international economic
sanctions regimes.

a) Exploration & Production
Following the suspension of certain international economic sanctions
against Iran on January 16, 2016, the Group commenced various
business development activities in Iran. Total E&P South Pars S.A.S.
(“TEPSP”) (a wholly- owned affiliate), CNPC International Ltd.
(“CNPCI”) (a wholly- owned affiliate of China National Petroleum
Company) and Petropars Ltd. (“Petropars”) (a wholly- owned affiliate
of NIOC) signed a 20- year risked service contract in July 2017, (the
“Risked Service Contract”) for the development and production of
phase 11 of the South Pars gas field (“SP11”).TEPSP (50.1%) was
the operator and a partner of the project alongside CNPCI (30%)
and Petropars (19.9%). These companies entered into a joint
operating agreement in July 2017 (the “JOA”) concerning, among
other things, the governance of their obligations under the Risked
Service Contract and the designation of TEPSP as the project’s
operator.

In 2018, TEPSP continued conducting petroleum operations on
behalf of the above- mentioned consortium in accordance with the
terms and conditions of the Risked Service Contract and the JOA. In
particular, TEPSP: (i) held several meetings with the Iranian authorities,
NIOC and other Iranian state owned/controlled entities; (ii) launched
tenders for award of service contracts for the purposes of the SP11
project; (iii) negotiated various agreements (such as service and/or
supply agreements and bank service agreements); and (iv) performed
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.

TOTAL Registration Document 2018

RISKS AND CONTROL

Risk Factors

However, as a result of the withdrawal of the U.S. from the JCPOA in
May 2018, TOTAL ceased all of its activities related to the SP11
project and finalized its withdrawal from the SP11 project on October
29, 2018, at which time it transferred its participating interest and
operatorship of the project to CNPCI.

The MOU entered into between TOTAL and NIOC in January 2016
to assess potential developments in Iran (including South Azadegan)
was amended to include North Azadegan and to extend its duration.
NIOC provided TOTAL in 2017 with technical data on the Azadegan
oil field so that it could assess potential development of this field.
Representatives of TOTAL held technical meetings in 2017 with
representatives of NIOC and its affiliated companies and carried out
a technical review of the Azadegan (South & North) oil field as well as
the Iran LNG Project (a project contemplating a 10 Mt/y LNG
production facility at Tombak Port on Iran’s Persian Gulf coast), the
results of which were partially disclosed to NIOC and relevant affiliated
companies. In addition, TOTAL signed an MOU in 2017 with an
international company to evaluate jointly the Azadegan oil field
opportunity with NIOC. This international company decided in
February 2018 to withdraw from this technical cooperation and a
MOU termination agreement was formally executed with TOTAL on
May 16, 2018. Technical studies were pursued by TOTAL until March
2018 on the Azadegan area with regular contacts with NIOC.
All work and contacts with NIOC on this subject ceased at the end
of March 2018.

During 2018, in connection with the activities under the aforementioned
Risked Service Contract and MOUs, and to discuss other new
opportunities, representatives of TOTAL attended meetings with the
Iranian oil and gas ministry and several Iranian companies with ties to
the government of Iran. In connection with travel to Iran in 2018 by
certain employees of the Group, TOTAL made payments to Iranian
authorities for visas, airport services, exit fees and similar travel- related
charges. In addition, representatives of TOTAL had meetings in
France with the Iranian ambassador.

Neither revenues nor profits were recognized from any of the
aforementioned activities under the aforementioned Risked Service
Contract and MOUs in 2018.

Maersk Oil studied two potential projects with NIOC, prior to the
acquisition of Maersk Oil by TOTAL in March 2018. These studies
ceased after a meeting with NIOC representatives in May 2018.

The Tehran branch office of TEPSP, opened in 2017 for the purposes
of the SP11 project, ceased all operational activities prior to
November 1, 2018 and will be closed and de- registered in 2019.
Since November 2018, Total Iran BV maintains a local representative
office in Tehran with a few employees, solely for non- operational
functions. Concerning payments to Iranian entities in 2018, Total Iran
Iran collectively made payments of
BV and Elf Petroleum
approximately IRR 31.7 billion (approximately $300,000 (1)) to the
Iranian administration for taxes and social security contributions
concerning the personnel of the aforementioned representative office
and residual obligations related to various prior risked service
contracts. In 2019, similar types of payments are to be made in
connection with maintaining the representative office in Tehran, albeit
in lower amounts. None of these payments has been or is expected
to be executed in U.S. dollars.

Furthermore, Total E&P UK Limited (“TEP UK”), a wholly- owned
affiliate, holds a 1% interest in a joint venture for the Bruce field in the
United Kingdom with Serica Energy (UK) Limited (“Serica”) (98%,
operator) and BP Exploration Operating Company Limited (“BP”)
(1%), following the completion of the sale of 42.25% of TEP UK’s
interests in the Bruce field on November 30, 2018 pursuant to a sale
and purchase agreement dated August 2, 2018 between TEP UK
and Serica. Upon the closing of the transaction on November 30,
2018, all other prior joint venture partners also sold their interests in
the Bruce field to Serica (BP sold 36% retaining a 1% interest; BHP
Billiton Petroleum Great Britain Limited (“BHP”) sold their full 16%

interest and Marubeni Oil & Gas (U.K.) Limited ((“Marubeni”) sold
their full 3.75%).

The Bruce field joint venture is party to an agreement (the “Bruce
Rhum Agreement”) governing certain transportation, processing and
operation services provided to another joint venture at the Rhum
field in the UK, co- owned by Serica (50%, operator) and the Iranian
Oil Company UK Ltd (“IOC”), a subsidiary of NIOC (50%). Under the
terms of the Bruce Rhum Agreement, the Rhum field owners pay a
proportion of the operating costs of the Bruce field facilities calculated
on a gas throughput basis. IOC’s share of costs incurred under the
Bruce Rhum Agreement have been paid to TEP UK in 2018 by
Naftiran Intertrade Company Limited (“NICO”), the trading branch of
the National Iranian Oil Company (“NIOC”). NIOC is the parent
company of IOC and an Iranian government owned corporation.
In 2018, based upon TEP UK’s 1% interest in the Bruce field and
income from the net cash flow sharing arrangement with Serica,
gross revenue to TEP UK from IOC’s share of the Rhum field resulting
from the Bruce Rhum Agreement was approximately £8 million. This
sum was used to offset operating costs on the Bruce field and as
such, generated no net profit to TEP UK. This arrangement is
expected to continue in 2019.

In 2018, TEP UK acted as agent for BHP and Marubeni, which faced
difficulty securing banking arrangements allowing them to accept
payments from IOC, and, thus, received payments from IOC in
relation to BHP and Marubeni’s share of income from the Bruce
Rhum Agreement under the terms of an agency agreement entered
into in June 2018 between BHP, Marubeni and TEP UK (the “Agency
Agreement”). Payments made from IOC to BHP and Marubeni in
2018 related to the periods prior to the completion of their divestment
to Serica in November 2018. Total payment received on behalf of
BHP and Marubeni by TEP UK under this arrangement in 2018 was
approximately £7 million. This amount relates to income due to BHP
and Marubeni under the Bruce Rhum Agreement for 2017 and 2018.
TEP UK transferred all income received under the Agency Agreement
to BHP and Marubeni and provided the service on a no profit, no
loss basis. The Agency Agreement is expected to be terminated
upon receipt of all payments relating to the period up to November
30, 2018.

Prior to the re- imposition of U.S. secondary sanctions on the oil
industry as of November 5, 2018, TEP UK liaised directly with IOC
concerning its interest in the Bruce Rhum Agreement and it received
payments directly for services provided to IOC under the Bruce Rhum
Agreement. In October 2018, the U.S. Treasury Department’s Office
of Foreign Asset Control (“OFAC”) granted a new conditional license
to BP and Serica authorizing the provision of services to the Rhum
field, following the reinstatement of U.S. secondary sanctions. The
principal condition of the OFAC license is that the Iranian
government’s shareholding in IOC is transferred into a trust in order
that Iran may not derive any benefit from the Rhum field or exercise
any control while the U.S. secondary sanctions are in place. A Jersey
based trust has been put in place with the trustee holding IOC’s
shares in the Rhum field. IOC’s interest is now managed by a new
independent management company established by the trust and
referred to as the “Rhum Management Company” (“RMC”) and where
necessary TEP UK liaises, and expects to continue doing so in 2019,
with RMC in relation to the Bruce Rhum Agreement.

TEP UK is also party to an agreement with Serica whereby TEP UK
uses reasonable endeavors to evacuate Rhum NGL from the St
Fergus Terminal (the “Rhum NGL Agreement”). TEP UK provides this
service – subject to Serica having title to all of the Rhum NGL to be
evacuated and Serica having a valid license from OFAC for the
activity – on a cost basis, but for which TEP UK charges a monthly
handling fee that generates an income of approximately £35,000 per
annum relating to IOC’s 50% stake in the Rhum field. After costs,
TEP UK realizes little profit from this arrangement.TEP UK expects to
continue this activity in 2019.

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

Registration Document 2018 TOTAL

RISKS AND CONTROL

Risk Factors

Following the acquisition of Maersk Oil in 2018, the undeveloped
Yeoman discovery is now wholly owned by the Group, under license
P2158 granted to Maersk Oil North Sea UK Limited, recently renamed
Total E&P North Sea UK Limited (“TEPNSUK”). Yeoman is situated
adjacent to the Pardis discovery in which IOC held an interest, which
it sold in October 2018. Prior to this divestment, non- legally binding
technical and commercial discussions had taken place between
TEPNSUK, IOC and the UK Government’s Oil and Gas Authority
during the first half of 2018 regarding a potential joint development of
Yeoman and Pardis but no contractual arrangements were
implemented in connection with such discussions. Also prior to this
divestement, other discussions had taken place between TEPNSUK
and IOC on an informal basis regarding a potential farm- in to Pardis
by Maersk Oil.

Lastly, TOTAL S.A. paid approximately €8,000 to Iranian authorities
related to various patents (1) in 2018. Similar payments are expected
to be made in 2019 for such patents.

b) Other business segments
In 2018, TOTAL S.A. paid fees of approximately €1,500 to Iranian
authorities related to the maintenance and protection of trademarks
and designs in Iran. Similar payments are expected to be made in
2019.

Trading & Shipping

Following the suspension of applicable EU and U.S. economic
sanctions in 2016, the Group commenced the purchase of Iranian
hydrocarbons through its wholly- owned affiliate TOTSA TOTAL OIL
TRADING SA (“TOTSA”). In 2018, the Group continued its trading
activities with Iran via TOTSA, which purchased approximately 18 Mb
of Iranian crude oil for nearly €1 billion pursuant to term contracts.
It is not possible to estimate the gross revenue and net profit related
to these purchases because the totality of this crude oil was used to
supply the Group’s refineries. In addition, in 2018, approximately
1 Mb of petroleum products were sold to entities with ties to the
government of Iran. These activities generated gross revenue of
nearly €43 million and a net profit of approximately €1 million. The
Group ceased these activities in June 2018.

Gas, Renewables & Power

Saft Groupe S.A. (“Saft”), a wholly- owned affiliate, in 2018 sold
signaling and backup battery systems for metros and railways as
well as products for the utilities and oil and gas sectors to companies
in Iran, including some having direct or indirect ties with the Iranian
government. In 2018, this activity generated gross revenue of
approximately €2.5 million and net profit of approximately
€0.3 million. Saft ceased this activity in 2018. Saft also attended the
Iran Oil Show in 2018, where it discussed business opportunities
with Iranian customers, including those with direct or indirect ties
with the Iranian government. Saft ceased this activity in 2018.

Total Eren, a company in which Total Eren Holding holds an interest
of 68.76% (TOTAL S.A. owns 33.86% of Total Eren Holding), had
preliminary discussions during January to March 2018 for possible
investments in renewable energy projects in Iran, including meetings
with ministries of the Iranian government. These discussions and
meetings ceased as of March 2018 and neither revenues nor profits
were recognized from this activity in 2018.

Refining & Chemicals

As of May 2018, Hutchinson SA and its affiliates no longer accepted
orders from Iranian companies and ceased all activities, in general,
with Iran and all Iranian companies prior to August 6, 2018.

Le Joint Français, a wholly- owned affiliate of Hutchinson SA, sold
vehicular O- ring seals in 2018 to Iran Khodro, a company in which

the government of Iran holds a 20% interest and which is supervised
by Iran’s Industrial Management Organization. This activity generated
gross revenue of approximately €54,056 and net profit of
approximately €8,108.

Paulstra S.N.C., a wholly- owned affiliate of Hutchinson SA, obtained
in 2017 an order from Iran Khodro to sell vehicular anti- vibration
systems over a 5- year period. This activity did not generate any
gross revenue or net profit in 2018 because Paulstra did not delivery
any product to Iran Khodro. The order was terminated in 2018.
Paulstra S.N.C. also sold oil seals in 2018 to Iran Khodro. This activity
generated gross revenue of approximately €1,078,887 and net profit
of approximately €161,833.

Catelsa Caceres, a wholly- owned affiliate of Hutchinson Iberia, itself
wholly- owned by Hutchinson SA, sold sealing products to Iran
Khodro
in 2018. This activity generated gross revenue of
approximately €1,449 and net profit of approximately €217.

Hutchinson GMBH, a wholly- owned affiliate of Hutchinson SA, sold
hoses for automotive vehicles to Iran Khodro in 2018. This activity
generated gross revenue for approximately €257,400 and net profit
of approximately €38,610. The last shipments from Hutchinson and
its affiliates to Iran Khodro were in August 2018 and last payments
were made in October 2018.

Hanwha Total Petrochemicals (“HTC”), a joint venture in which Total
Holdings UK Limited (a wholly- owned affiliate) holds a 50% interest
and Hanwha General Chemicals holds a 50% interest, purchased
approximately 17 Mb of condensates from NIOC for approximately
KRW 1,310 billion (approximately $1.2 billion) from January to July
2018, then HTC stopped purchasing from NIOC. These condensates
are used as raw material for certain of HTC’s steam crackers. HTC
also chartered fifteen tankers of condensates with National Iranian
Tanker Company (NITC), a subsidiary of NIOC, for approximately
KRW 24 billion (approximately $22.3 million). In November 2018,
South Korea was granted a significant reduction exemption waiver
(the “SRE waiver”) allowing it to import Iranian condensate from NIOC
for six months. For 2019, based on the SRE waiver, HTC is reviewing
the feasibility to resume purchases from NIOC.

Total Research & Technology Feluy (“TRTF”, a wholly- owned affiliate),
Total Marketing & Services (“TMS”, a wholly- owned affiliate), and
Total Raffinage Chimie
totaling
(“TRC”) paid
approximately €1,000 to Iranian authorities related to various patents.
Similar payments are expected to be made by TRTF and TRC in
2019. TMS abandoned its patent rights in Iran in 2018, thus no
payments are expected by TMS in 2019.

in 2018

fees

Marketing & Services

Until December 2012, at which time it sold its entire interest, the
Group held a 50% interest in the lubricants retail company Beh Tam
(formerly Beh Total) along with Behran Oil (50%), a company
controlled by entities with ties to the government of Iran. As part of
the sale of the Group’s interest in Beh Tam, TOTAL S.A. agreed to
license the trademark “Total” to Beh Tam for an initial 3- year period
(renewed for an additional 3 year period) for the sale by Beh Tam of
lubricants to domestic consumers in Iran. Royalty payments for 2014
were received by TOTAL S.A. during the first semester of 2018 in the
amount of approximately €730,000. There remain outstanding royalty
payments for 2015 through 2017 in favor of TOTAL S.A. This licensing
agreement was terminated in 2018. In addition, representatives of
Total Oil Asia- Pacific Pte Ltd, a wholly- owned affiliate, visited Behran
Oil beginning 2018 regarding the potential purchase of 50% of the
share capital of Beh Tam. Discussions on this matter ended following
the announcement of the re- imposition of U.S. secondary sanctions
on the oil industry.

(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.

TOTAL Registration Document 2018

RISKS AND CONTROL

Legal and arbitration proceedings

Total Marketing Middle East FZE, a wholly- owned affiliate, sold
lubricants to Beh Tam in 2018. The sale in 2018 of approximately
43 t of lubricants and special fluids generated gross revenue of
approximately AED 500,000 (approximately $136,000) and net profit
of approximately AED 260,000 (approximately $71,000) (1). The
company stopped all transactions with this customer as of August
2018.

Total Marketing France (“TMF”), a company wholly- owned by TMS,
provided in 2018 fuel payment cards to the Iranian embassy and
delegation to UNESCO in France for use in the Group’s service
stations. In 2018, these activities generated gross revenue of
approximately €32,000 and net profit of approximately €5,000.
The company expects to continue this activity in 2019.

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
fuel generated gross revenue of approximately €130,000 and net
profit of approximately €570. The company stopped all transactions
with this customer prior to November 5, 2018.

Total Belgium, a wholly- owned affiliate, provided in 2018 fuel payment
cards to the Iranian embassy in Brussels (Belgium) for use in the
Group’s service stations. In 2018, these activities generated gross
revenue of approximately €11,000 and net profit of approximately
€4,000. The company expects to continue this activity in 2019.

B) Syria

Since early December 2011, TOTAL has ceased its activities that
contribute to oil and gas production in Syria and maintains a local
office solely for non- operational functions. In late 2014, the Group
initiated a downsizing of its Damascus office and reduced its staff to
a few employees. In 2018, TOTAL paid approximately €84,000 to
the Syrian government as contributions for social security in relation
to the aforementioned personnel.

In addition, the Group paid fees related to various industrial property
rights (patents, trademarks and designs) in 2018.

3.2 Legal and arbitration proceedings

There are no governmental, legal or arbitration proceedings, including
any proceeding of which the Company is aware that are pending or
threatened against the Company, that could have, or could have had
during the last 12 months, a material impact on the Group’s financial
situation or profitability.

Described below are the main administrative, legal and arbitration
proceedings in which the Company and the other entities of the
Group are involved.

Alitalia

In the Marketing & Services segment, a civil proceeding was initiated
in Italy, in 2013, against TOTAL S.A. and its subsidiary Total Aviazione
Italia Srl before the competent Italian civil court. The plaintiff claims
against TOTAL S.A., its subsidiary and other third parties, damages
that it estimates to be nearly €908 million. This proceeding follows
practices that had been condemned by the Italian competition
authority in 2006. The parties have exchanged preliminary findings
and a request for an expert opinion has been approved by the court.
The existence and the assessment of the alleged damages in this
procedure involving multiple defendants remain contested.

FERC

The Office of Enforcement of the U.S. Federal Energy Regulatory
Commission (FERC) began in 2015 an investigation in connection
with the natural gas trading activities in the United States of Total
Gas & Power North America, Inc. (TGPNA), a U.S. subsidiary of the
Group. The investigation covered transactions made by TGPNA
between June 2009 and June 2012 on the natural gas market.
TGPNA received a Notice of Alleged Violations from FERC on
September 21, 2015. On April 28, 2016, FERC issued an order to
show cause to TGPNA and two of its former employees, and to
TOTAL S.A. and Total Gas & Power Ltd., regarding the same facts.
TGPNA contests the claims brought against it. A class action,
launched to seek damages from these three companies, was
dismissed by a judgment of the U.S. District court of New York issued
on March 15, 2017. The Court of Appeal upheld this judgment on
May 4, 2018.

Grande Paroisse

On September 21, 2001, an explosion occurred at the industrial site
of Grande Paroisse (a former subsidiary of Atofina which became
a subsidiary of Elf Aquitaine Fertilisants on December 31, 2004).
The explosion caused the death of 31 people, including 21 workers
at the site, injured many others and caused significant damage on
the site and to property in the city of Toulouse.

After many years, the investigating magistrate brought charges
against Grande Paroisse and the former Plant Manager before the
Toulouse Criminal Court. On November 19, 2009, this tribunal
acquitted both the former Plant Manager and Grande Paroisse due
to the lack of reliable evidence for the explosion. The Court declared
Grande Paroisse civilly liable for the damages caused by the explosion
to the victims in its capacity as custodian and operator of the plant.

On September 24, 2012, the Court of Appeal of Toulouse convicted
Grande Paroisse and the former Plant Manager.

On January 13, 2015, the French Supreme Court (Cour de cassation)
fully quashed the decision of September 24, 2012. The case was
referred back to the Court of Appeal of Paris, which, on October 31,
2017, convicted Grande Paroisse and the former Plant Manager.
Both have decided to appeal this decision before the French Supreme
Court (Cour de cassation).

A compensation mechanism for victims was set up immediately
following the explosion. €2.3 billion was paid for the compensation
of claims and related expenses amounts. A €10 million reserve
remains booked in the Group’s Consolidated Financial Statements
as of December 31, 2018.

Iran

In 2003, the Securities and Exchange Commission (SEC) followed
by the Department of Justice (DoJ) issued a formal order directing an
investigation against TOTAL, and other oil companies, for alleged
violations of the Foreign Corrupt Practices Act (FCPA) and the
Company’s accounting obligations in connection with the pursuit of
business in Iran in the 1990s.

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

Registration Document 2018 TOTAL

RISKS AND CONTROL

Internal control and risk management procedures

In late May 2013, and after several years of discussions, TOTAL
reached settlements with the U.S. authorities (a Deferred Prosecution
Agreement with the DoJ and a Cease and Desist Order with the
SEC). These settlements, which put an end to these investigations,
were concluded without admission of guilt and in exchange for TOTAL
respecting a number of obligations, including the payment of a fine
and civil compensation for an aggregate amount of $398.2 million.
By virtue of these settlements, TOTAL also accepted the appointment
of an independent compliance monitor to review the Group’s
compliance program and to recommend possible improvements.

In July 2016, the monitor submitted his third and final report, in which
he certified that TOTAL had devised and implemented an appropriate
compliance program. As a result of this certification, the U.S.
authorities, after having reviewed the monitor’s report, concluded
that TOTAL had fulfilled all of its obligations, thus bringing an end to
the monitoring process. As a result, a Court in the State of Virginia
granted a motion to dismiss on November 9, 2016, thereby
terminating the procedure directed at the Company, which can no
longer be pursued in the United States for these same facts.

With respect to the same facts, TOTAL was placed under formal
investigation in France in 2012. In October 2014, the investigating
magistrate decided to refer the case to trial. Pursuant to a judgment
issued on December 21, 2018, the Paris Criminal Court convicted
TOTAL of corruption of foreign official and ordered the Company to
pay a €500,000 fine. Given the specific circumstances of this case,
which has been already judged in the U.S. and in which none of the

individuals can defend themselves, TOTAL did not want to pursue
the case. This decision is thus definitive.

Italy

As part of an investigation led by the Public Prosecutor of the Potenza
Court in 2007, Total Italia and also certain Group employees were
the subjects of an investigation related to alleged irregularities in
connection with the purchase of lands and the award of calls for
tenders in relation to the preparation and development of an oil field
located in the south of Italy.

Pursuant to a judgment issued on April 4, 2016, the Potenza Criminal
Court found four employees to be guilty of corruption, with two of
these employees also being found guilty of misappropriation in
connection with the purchase of land. The procedure with respect to
Total Italia was sent back to the public prosecutor due to the
imprecision of the terms of prosecution. The four employees decided
to challenge the judgment before the Court of Appeal.

Pursuant to a definitive judgment issued on February 20, 2018 the
Court of Appeal of Potenza recorded the termination of the
proceedings directed towards the four employees prosecuted for
corruption because of the expiration of the statute of limitation.

Pursuant to a judgment issued on July 17, 2018, the Court of Appeal
of Potenza acquitted two of the Group’s employees prosecuted for
misappropriation. The public prosecutor and a civil party (plaintiff)
have decided to appeal this decision.

3.3

Internal control and risk management
procedures

The following information was prepared with the support of several
functional divisions of the Company, and in particular the Audit &

Internal Control, Legal and Finance Divisions. It was examined by the
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
Group’s operational entities report. The business segments’
management are responsible, within their area of responsibility, for
ensuring that operations are carried out in accordance with the
strategic objectives defined by the Board of Directors and General
Management. The functional divisions at the Holding level help
General Management define norms and standards, oversee their
application and monitor activities. They also lend their expertise to
the operational divisions.

The Group’s internal control and risk management systems are
structured around a three- level organization – Holding level, business
segments, operational entities – where each level is directly involved
and accountable in line with the level of delegation determined by
General Management.

General Management constantly strives to maintain an efficient
internal control system, based on the framework of the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
In this framework, internal control is a process intended to provide
reasonable assurance that the objectives related to operations,
reporting and compliance with applicable laws and regulations are
achieved. As for any internal control system, it cannot provide an
absolute guarantee that all risks are completely controlled or
eliminated.

The COSO framework is considered equivalent to the reference
framework of the French Financial Markets Authority (Autorité des
marchés financiers). The Group has also chosen to rely on this
framework as part of its obligations under the Sarbanes- Oxley Act.

The Group’s internal control and risk management systems are
therefore based on the five components of this framework: control
environment, risk assessment, control activities, monitoring, and
information and communication.

The Group’s risk management system draws on the main international
standards (COSO Enterprise Risk Management integrated framework,
ISO 31000: 2018 – Risk management) as well as on French
standards (Reference framework of the French Financial Markets
Authority). The internal Risk Management, Internal Control and Audit
Charter forms the common framework on which the Group relies to
ensure control of its activities.

The Group’s internal control and risk management systems cover
fully consolidated entities. Regarding
the processes of the
acquisitions, the Group’s control environment is implemented in the
acquired entities after a critical analysis of their own systems.

The principles of control fit into the framework of the rules of corporate
governance. In particular, these rules task the Board of Directors’
Audit Committee with monitoring the efficiency of the internal control
and risk management systems, and of the internal audit performed
to assess the risk management systems at all levels of the
organization and make recommendations for their improvement. The
Audit Committee also monitors the process of producing accounting
and financial information, in order to guarantee its integrity.

Approximately 400 employees monitor the internal control systems
within the Group. The assessment of the internal control and risk
management system is mainly overseen by the Audit & Internal
Control Division.

TOTAL Registration Document 2018

RISKS AND CONTROL

Internal control and risk management procedures

3.3.2 Control environment

Integrity and ethics – Framework

TOTAL’s control environment is based primarily on its Code of
Conduct, which spells out the Group’s values, two of which are core
values: Safety and Respect for Each Other, the latter being reflected
in the areas of integrity (fraud and corruption), respect for human
rights as well as environment and health. The principles of the Code
of Conduct are set forth in a number of guides, such as the Business
Integrity Guide and the Human Rights Guide. These documents are
distributed to employees and are available on the intranet. They also
set out the rules of individual behavior expected of all employees in
the countries where the Group is present. Similarly, a Financial Code
of Ethics sets forth the obligations applicable to the Chairman and
Chief Executive Officer, the Chief Financial Officer, the Vice President
of the Corporate Accounting Division and the financial and accounting
officers of the principal Group activities.

As a priority of General Management, the Group deploys an integrity
policy and compliance programs, in particular for the prevention of
corruption, fraud and competition law infringement. These programs
include reporting and control actions (review and audit missions).
Ethical assessments are also conducted (refer to point 5.7 of chapter
5). In these areas, the Group relies on the Compliance network, the
Ethics officers’ network and the Ethics Committee, the role of which
is to listen and provide assistance.

TOTAL has a framework of Group standards that is completed by a
series of practical recommendations and feedback. Like the Group’s
organization, this framework has a three- level structure: a Group
level, frameworks for each business segment, and a specific
framework for each significant operational entity.

Governance, authorities and responsibilities

The Board of Directors, with the support of its Committees, ensures
that the internal control functions are operating properly. The Audit
Committee ensures that General Management implements internal
control and risk management procedures based on the risks
identified, such that the Group’s objectives are achieved.

General Management ensures that the organizational structure and
reporting lines plan, execute, control and periodically assess the
Group’s activities. It regularly reviews the relevance of the
organizational structures so as to be able to adapt them quickly to
changes in the activities and in the environment in which they are
carried out.

The business segments and operational entities’ General
management are responsible for the internal control and risk
management system within their scope of responsibility.

The Group has also defined central responsibilities that cover the
three lines of internal control: (1) operational management, which is
responsible for implementing internal control, (2) support functions
(such as Finance, Legal, Human Resources, etc.), which prescribe
the internal control systems, verify their implementation and
effectiveness and assist operational employees, and (3) internal
auditors who, through their internal control reports, provide
recommendations to improve the effectiveness of the system.

An accountability system is defined and formalized at all levels of the
organization, through organization notes, organization charts,
appointment notes, job descriptions and delegations of powers. Each
business segment has established, in accordance with the Group’s
instructions, clear rules applicable to its own scope.

The Group’s Audit & Internal Control Division pursues a continual
process aimed at strengthening the assessment of the role and
involvement of all employees in terms of internal control. Training
initiatives tailored to the various stakeholders involved in the internal
control process are regularly launched within the Group.

Control activities and assessment

Any activity, process or management system may be the subject of
an internal audit conducted by Group Audit, in accordance with the
international internal audit framework of internal audits and its Code
of Conduct. The Group’s Audit & Internal Control Division also
conducts joint audits with third parties and provides assistance
(advice, analysis, input regarding methodology). The audit plan, which
is based on an analysis of the risks and risk management systems, is
submitted annually to the Executive Committee and the Audit
Committee. The Group’s Audit & Internal Control Division employs
75 people and conducted about 150 internal audit missions in 2018.

The Group regularly examines and assesses the design and
effectiveness of the key operational, financial and information
technology controls related to internal control over financial reporting,
in compliance with the Sarbanes- Oxley Act. In 2018, this assessment
was performed with the assistance of the Group’s main entities and
Audit & Internal Control Division. The system covers:

— the most significant entities, which assess the key operational
controls of their significant processes and respond to a Group
questionnaire for assessing the internal control framework; and

— other less significant entities, which respond only to the Group

questionnaire for assessing the internal control system.

These two categories of entities, which include the central functions
of the business segments and the corporate, account for
approximately 80% and 10%, respectively, of the financial aggregates
in the Group’s Consolidated Financial Statements.

Direct Énergie, Quadran and Global LNG, entities acquired in 2018,
are excluded from the scope of the assessment 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 consolidated balance sheet as of December 31, 2018 and
0.34%, 0.04% and 0.07% of the Group’s 2018 consolidated sales.

The statutory auditors also review the internal controls that they deem
necessary as part of their certification of the financial statements.
Pursuant to American regulations, they reviewed in 2018 the
implementation of the Group’s internal control framework and the
design and effectiveness of key internal controls in its main entities
regarding financial reporting. Based on their review, the statutory
auditors stated that they had no remarks on the information presented
on internal control and risk management procedures.

The reports on the work performed by the Group Audit and statutory
auditors are periodically summarized and presented to the Audit
Committee and, thereby, to the Board of Directors. The Senior Vice
President, Audit & Internal Control attended all Audit Committee
meetings held in 2018. The Audit Committee also meets with the
statutory auditors at least once a year without any Company
representatives present.

If areas of improvement are identified by these internal audits and
operational controls, then corrective action plans are drawn up and
shared with operational management, who, along with the Group’s
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.

Registration Document 2018 TOTAL

RISKS AND CONTROL

Internal control and risk management procedures

3.3.3 Risk assessment and management

3.3.3.1 General principles

To implement its strategy, General Management ensures that clear
and precise objectives are defined at the various levels of the
organization with regard to operations, reporting and compliance.

Operational objectives focus on the definition and efficient use of
human, financial and technical resources. In particular, they are
defined during the budgetary processes and in the long- term plan,
and are regularly monitored as part of the self- assessment process.

The monitoring of operational objectives (financial and non- financial)
helps in decision- making and monitoring the performance of activities
at each level of the organization.

The Group implements a risk- management system that is an essential
factor in the deployment of its strategy, based on responsible
risk- taking.

This system relies on a continuous process of identifying and
analyzing risks in order to determine those that could prevent the
achievment of TOTAL’s goals.

The Executive Committee, with the assistance of the Group Risk
Management Committee (GRMC), is responsible for identifying and
analyzing internal and external risks that could impact the
achievement of the Group’s objectives. The main responsibilities of
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
in place. The GRMC’s work focuses on continuously improving risk
awareness and the risk management systems.

Risk mapping, which has been carried out since the 2000s, is a
dynamic process that has taken shape over the years. The Group’s
risk map feeds the audit plan, which is based on an analysis of the
risks and the risk management systems, and the work of the GRMC.

The GRMC relies on the work carried out by the business segments
and functional divisions, which concurrently establish their own risk
mapping. The business segments are responsible for defining and
implementing a risk management policy suited to their specific
activities. However, the handling of certain transverse risks is more
closely coordinated by the respective functional divisions.

Regarding commitments, General Management exercises operational
control over TOTAL’s activities through the Executive Committee’s
approval of investments and expenses that exceed defined
thresholds. The Risk Committee (CORISK) is tasked with reviewing
these projects in advance, and in particular, with verifying the analysis
of the various associated risks.

3.3.3.2

Implementation of the organizational
framework

The Group Risk Management Committee (GRMC)

The GRMC is chaired by a member of the Executive Committee, the
Group’s Chief Financial Officer, and includes the Senior Vice
Presidents of the corporate functions, together with the chief
administrative officers or chief financial officers of the business
segments. The Group’s Chief Financial Officer attends all meetings
of the Board of Directors’ Audit Committee, thus strengthening the
link between the GRMC and the Audit Committee.

The GRMC meets six times a year. At each meeting, the participants
share any potential risks they have identified and presentations are
given on one or more risk- related topics, during which the members
of the GRMC are invited to cast a critical eye over the subject,
question the work done and, if applicable, provide additional
information or clarification in order to enhance the understanding of
the risk and improve the risk management systems. The GRMC can
request that actions be taken.

The work of the GRMC is led by the Audit & Internal Control Division,
which assists contributors in preparing the presentations and acts as
the committee’s secretary. In this capacity, the Audit & Internal Control
Division reports regularly on the work of the GRMC to the Executive
Committee, and once a year to the Audit Committee in the presence
of the Group’s Chief Financial Officer who chairs the GRMC.

The Risk Committee (CORISK)

The Risk Committee is chaired by a member of the Executive
Committee (Senior Vice President of Strategy & Innovation or Chief
Financial Officer). It is made up of representatives from the corporate
Strategy & Climate, Finance, Legal, Insurance and HSE divisions.

The Risk Committee meets on the same schedule as the Executive
Committee. Any project submitted to the Executive Committee (and
therefore giving rise to a financial commitment that exceeds certain
thresholds) is first presented to the Risk Committee by the relevant
operational division.

Following the review by the Risk Committee of the risks associated
with the project submitted, the Strategy & Climate Division sends the
Executive Committee a memorandum stating its opinion in light of
the Risk Committee’s comments.

The Audit & Internal Control Division

The Risk Team of the Audit & Internal Control Division is responsible
for producing and continuously updating the Group’s risk map.
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,
the results of all audits and internal control activities, the action plans
resulting from this work and the monitoring of their implementation,
structured feedback, benchmarks and other external information
sources, regular interviews with the Group’s executive officers, and
all information gathered during GRMC meetings and the preparation
for these meetings.

The Audit & Internal Control Division reports regularly on its work
related to the Group’s risk map to the Executive Committee, which
are presented annually to the Audit Committee.

3.3.3.3 Systems in place

Risk management systems are implemented in the operational and
financial fields as well as in information systems and protection of
intellectual assets. Specific systems are deployed to prevent risks
related to ethics and non- compliance. The main risk management
systems covering health, safety, industrial security, the environment
and the prevention of corruption are presented in the statement of
non- financial performance (chapter 5).

Financial risks

The management and conditions of use of financial instruments are
governed by strict rules that are defined by the Group’s General
Management, and which provide for centralization by the Treasury
Division of liquidity, interest and exchange rate positions, management
of financial instruments and access to capital markets. The Group’s
financing policy consists of incurring long- term debt at a floating rate
or at a fixed rate, depending on the Group’s general corporate needs,
and interest rates. Debt is incurred mainly in dollars or euros.

The Group’s cash balances, which mainly consist of dollars and
euros, are managed to maintain liquidity based on daily interest rates
in the given currency. Maximum amounts are set for transactions
exceeding one month, with placements not to exceed 12 months.
TOTAL S.A. also has committed credit facilities granted by international
banks. These credit facilities, along with the Group’s net cash position,
allow it to continually maintain a high level of liquidity in accordance
with targets set by General Management.

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Internal control and risk management procedures 3

RISKS AND CONTROL

In terms of counterparty risk in financial transactions, the Group
adheres to a cautious policy, and only makes commitments with
institutions featuring a high degree of financial soundness, as based
on a multi- criteria analysis. An overall credit limit is set for each
authorized financial counterparty and allocated among the subsidiaries
and the Group’s central treasury entities according to their needs. In
addition, to reduce market value risk on its commitments, the
Treasury Division has entered into margin call contracts with its
counterparties. In addition, since December 21, 2018, pursuant to
Regulation
(EU) No. 648/2012 on OTC derivatives, central
counterparties and trade repositories (EMIR), some of the interest
rate swaps entered into by the Group are now being centrally cleared.

The Group seeks to minimize its currency exposure, on the one
hand, by financing its long- term assets in the functional currency of
the entity to which they belong and, on the other hand, by
systematically hedging the currency exposure generated by
commercial activity. These risks are managed centrally by the Treasury
Division, which operates within a set of limits defined by General
Management.

The policy for managing risks related to financing and cash
management activities, as well as the Group’s currency exposure
and interest rate risks, are described in detail in Note 15 to the
Consolidated Financial Statements (point 8.7 of chapter 8).

Risks related to information systems

In order to maintain information systems that are appropriate to the
organization’s needs and limit the risks associated with information
systems and their data, TOTAL’s IT Division has developed and
distributed governance and security rules that describe the
recommended infrastructure, organization and procedures. These
rules are implemented across the Group under the responsibility of
the various business segments. To address cyber threats, the Group
conducts specific risk analyses permitting to define and put in place
appropriate security controls concerning information systems.

The Group has also developed control activities at various levels of
the organization relating to areas where information systems cover
all or part of the processes. Information Technology General Controls
aim to guarantee that information systems function and are available
as required, and that data integrity and confidentiality are also ensured
and changes controlled.

Information Technology Automated Controls aim to ensure the
integrity and confidentiality of data generated or supported by
business applications, particularly those that impact financial flows.

The outsourcing of some components of the Group’s IT infrastructure
to service providers poses specific risks and requires the selection
and development of additional controls of the completeness,
accuracy and validity of the information supplied and received from
such service providers. Accordingly,
to ensure continuous
improvement, the Group assesses whether suitable controls are
implemented by the service providers concerned and identifies the
controls necessary within its own organization to maintain these risks
at an acceptable level.

Furthermore, faced with rising legal and security- related risks, the
Group deploys policies to retain documents and to protect personal
data and the security of its information assets. The Group has also
employed an Operational Security Center to detect and analyze IT
system security events.

Ethical misconduct and non- compliance risks

Fraud prevention

The Group deploys an anti- fraud and fraud- prevention program and
has implemented a range of procedures and programs that help to
prevent and detect different types of fraud. This effort is supported
by the business principles and values of individual behavior described
in the Group’s Code of Conduct and other standards applied by the
Group’s business segments.

The Group has issued a directive for handling incidents of fraud that
has been widely distributed to employees, and has created an alert
system that employees can use to report acts including those that
may constitute fraud.

An anti- fraud compliance program has been deployed since 2015,
including e- learning modules for all Group employees, a Guide to the
“Prevention and the fight against fraud”, a map of the risks of fraud in
the Group, a guide to the types of risk of fraud that includes descriptions
of the main risks and was published in 2016, and campaigns to raise
awareness of the major risks of fraud, launched at the end of 2016
and 2018. This program is deployed by the network of fraud risk
coordinators in the business segments and operational entities.
The role of coordinator is usually performed by the Compliance
Officer. Fraud risk analyses are also carried out in the subsidiaries.

For information on prevention of corruption, refer to point 5.8.1 of
chapter 5.

Prevention of competition law infringement

A Group policy aimed at ensuring compliance with, and preventing
infringement of, competition law has been in place since 2014 and is
a follow- up to the various measures previously implemented by the
business segments. Its deployment is based, in particular, on
management and staff involvement, training courses that include an
e- learning module, and an appropriate organization.

Prevention of conflicts of interest and market abuse

To prevent conflicts of interest, each of the Group’s senior executives
completes an annual statement declaring any conflicts of interest to
which they may be subject. By completing this declaration, each
senior executive also agrees to report to their supervisor any conflict
of interest that he or she has had, or of which he or she is aware in
performing his or her duties. An internal rule named “Conflicts of
Interests” reminds all employees of their obligation to report to their
supervisor any situation that might give rise to a conflict of interests.

The Group implements a policy to prevent market abuse linked to
trading on the financial markets that is based, in particular, on internal
ethics rules that are updated on a regular basis and distributed.
In addition, the Group’s senior executives and certain employees, in
light of their positions, are asked to refrain from carrying out any
transactions, including hedging transactions, on TOTAL shares or
ADRs and in collective investment plans (FCPE) invested primarily in
TOTAL shares (as well as derivatives related to such shares) on the
day on which the Company discloses its periodic results publications
(quarterly, interim and annual), as well as during the 30 calendar-day
period preceding such date. An annual campaign specifies the
applicable blackout periods.

Prevention of risks of non- compliance with international
economic sanctions regimes

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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RISKS AND CONTROL

Internal control and risk management procedures

Nationals and Blocked Persons Lists, List of Frozen Assets of the EU
and the UN, etc.). U.S. persons (1) were also excluded from any
transactions related to Iran. An Iran compliance coordinator,
appointed in 2016, liaised with the compliance teams of the relevant
business segments and the Holding in order to ensure compliance
of the Group’s activities with applicable laws and regulations.

Risks related to the protection of intellectual assets

To mitigate the risks of third parties infringing its intellectual property
and the leak of know- how, TOTAL protects its rights under research
partnership agreements negotiated by the Group’s intellectual
property specialists, the terms and conditions of which are consistent

with the Group’s industrial and commercial strategy. The Group has
a policy of filing and maintaining patents, it monitors technological
developments in terms of freedom of use, and it takes, when
necessary, all appropriate measures to ensure the protection of its
rights.

In addition, since some of its employees have access to confidential
documents while performing their duties, TOTAL has adopted internal
rules concerning the management of confidential information.
The Group’s
intellectual property specialists also carry out
awareness- raising activities with Group employees, so that they are
better informed about restrictions that may apply to the use of
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
produce accounting and financial data, and mainly the financial
statements processes and the processes to produce and publish
accounting and financial information. The internal control system
aims to:

— conserve the Group’s assets;

— comply with accounting regulations, and properly apply standards
and methods to the production of financial information; and

— guarantee the reliability of accounting and financial information
by controlling the production of accounting and financial
information and its consistency with the information used to
produce the control panels at every appropriate level of the
organization.

At Group level, the Finance Division, which includes the Accounting
Division, the Budget & Financial Control Division and the Tax Division,
is responsible for the production and processing of accounting and
financial information. The scope of the internal control procedures
relating to the production and processing of financial and accounting
information includes the parent company (TOTAL S.A.), and all fully
consolidated entities or entities whose assets are under joint control.

Refer to point 4.1.2.3 of chapter 4 for a description of the role and
the missions of the Audit Committee. These missions are defined by
Directive 2014/56/EU and regulation (EU) n° 537/2014 pertaining to
the legal control of accounts.

3.3.4.1 Production of accounting and ﬁnancial

information

Organization of the Financial and Information Systems function

Dedicated teams implement the accounting and financial processes
in the areas of consolidation, tax, budget and management control,
financing, cash positions and information systems. The entities,
business segments and General Management are respectively
responsible for accounting activities.

The Accounting Division, which is part of the Finance Division, is
responsible for drawing up the Consolidated Financial Statements
and manages the Group’s network of accounting teams.

The tax function, made up of a network of tax experts in the Holding,
the business segments and the entities, monitors changes in local
and international rules. It oversees the implementation of the Group’s
tax policy.

Management control contributes to the reinforcement of the internal
control system at every level of the organization. The network of
management controllers in the entities and the business segments is

supervised by the Budget & Financial Control Division. This
department also produces the monthly control panel, the budget
and the long- term plan for the Group.

The Treasury Division implements the financial policy, and in particular
the processing and centralization of cash flows, the debt and liquidity
investment policy and the coverage of currency exposure and interest
rate risks.

The Information Systems Division makes decisions on the choice of
software suited to the Group’s accounting and financial requirements.
These information systems are subject to works to reinforce the task
separation system and to improve the control of access rights. Tools
are available to make sure that access rights comply with the Group’s
rules in this area.

Consolidated Financial Statements process

The Accounting Division, which reports to the Finance Division,
prepares the Group’s quarterly Consolidated Financial Statements
according to IFRS standards, on the basis of the consolidated
reporting packages prepared by
the entities concerned.
The Consolidated Financial Statements are examined by the Audit
Committee, then approved by the Board of Directors.

The main factors in the preparation of the Consolidated Financial
Statements are as follows:

— the processes feeding the individual accounts used to prepare
the reporting packages for consolidation purposes are subject
to validation, authorization and booking rules;

— the consistency and reliability of the accounting and control data
are validated for each consolidated entity and at each appropriate
level of the organization;

— a consolidation tool, supervised by the Accounting Division, is
used by each consolidated entity and the Group. It guarantees
the consistency and reliability of the data at each appropriate
level of the organization;

— a consolidation reporting package from each entity concerned is
sent directly to the Accounting Division. It is used to optimize the
transmission and the completeness of the information;

— a corpus of accounting rules and methods is formally defined.
Its application is compulsory for all the consolidated entities
in order to provide uniform and reliable financial information. This
framework is built according to IFRS accounting standards. The
Accounting Division centrally distributes this framework through
regular and formal communication with the business segment
managers, formal procedures and a Financial Reporting Manual
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.

TOTAL Registration Document 2018

for the booking, identification and valuation of off- balance sheet
commitments;

— new accounting standards under preparation and changes to
the existing framework are monitored in order to assess and
anticipate
the Consolidated Financial
Statements;

impacts on

their

— an accounts plan used by all the consolidated entities is formally
set forth in the Financial Reporting Manual, specifying the content
of each account and the procedures for the preparation of the
reporting packages for consolidation purposes;

— the account closing process is supervised and is based mainly
on the formalization of economic assumptions, judgments and
estimates, treatment of complex accounting transactions and
compliance with established timetables announced through
Group instructions disclosed to each entity;

— in particular, the process applicable to the preparation of the
accounts of the acquired entities are reviewed and, where
appropriate, amended to integrate them into those applicable to
the preparation of the Consolidated Financial Statements.
Furthermore, the booking in the accounts of the purchase price
allocation of each of these entities is based on assumptions,
estimates and judgments in line with the Group’s business model;

— off-balance sheet commitments, which are valued according to
the Financial Reporting Manual are reported on a quarterly basis
to the Audit Committee.

Processing of accounting and financial information

Internal control of accounting information is mainly focused around
the following areas:

— a monthly financial report is formalized by Group and business
segment control panels. This report and the Consolidated
Financial Statements use the same framework and standards. In
addition, the quarterly closing schedule is the same for preparing
the Consolidated Financial Statements and financial reporting;

— a detailed analysis of differences as part of the quarterly
reconciliation between the Consolidated Financial Statements
and financial reporting is supervised by the Accounting and
Budget & Financial Control Divisions, which are part of the
Finance Division;

— a detailed analysis of differences between actual amounts and
the yearly budget established on a monthly basis is conducted
at each level of the organization. The various monthly indicators
are used to continually and uniformly monitor the performances
of each of the entities, business segments and of the Group,
and to make sure that they are in keeping with the objectives;

— an annual reconciliation between the parent company financial
statements and the financial statements based on IFRS
standards is performed by entity;

— periodic controls are designed to ensure the reliability of
accounting information and mainly concern the processes for
preparing aggregated financial items;

— a regular process for the signature of representation letters is

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

RISKS AND CONTROL

Internal control and risk management procedures

by Exploration & Production’s general management and then
validated by the Group’s General Management. They are also
presented to the Audit Committee each year.

The internal control process related to estimating reserves is
formalized in a special procedure described in detail in point 2.1.3 of
chapter 2. The reserves evaluation and the related internal control
processes are audited periodically.

The strategic outlook published by the Group is prepared, in
particular, according to the long- term plans drawn up at the business
segment and Group levels, and on the work carried out at each
relevant level of the organization. The Board of Directors reviews the
strategic outlook each year.

3.3.4.2 Publication of accounting and ﬁnancial

information

Significant information about the Group is published externally
according to formal internal procedures. These procedures aim to
guarantee the quality and fair presentation of the information intended
for the financial markets, and its timely publication.

The Disclosure Committee (CCIP), chaired by the Chief Financial
Officer, ensures, in particular, the respect of these procedures.
It meets before TOTAL’s financial results press releases, strategic
presentations and annual reports are submitted to the Audit
Committee and the Board of Directors.

A calendar of the publication of financial information is published and
made available to investors on the Group’s web site (refer to point
6.6 of chapter 6). With the help of the Legal Division, Investor
Relations ensures that all publications are made on time and in
accordance with the principle of equal access to information between
shareholders.

Assessment of the system for the internal control of accounting
and financial information

The Group’s General Management is responsible for implementing
and assessing the internal control system for financial and accounting
disclosure. In this context, the implementation of the Group’s internal
control framework, based on the various components of the COSO
framework, is assessed internally at regular intervals within the
Group’s main entities.

Pursuant to the requirements introduced by Section 302 of the
Sarbanes- Oxley Act, the Chairman and Chief Executive Officer and
the Chief Financial Officer of the Company have conducted, with the
assistance of members of certain divisions of the Group (in particular
Legal, Audit & Internal Control and Corporate Communications), an
evaluation of the effectiveness of the internal disclosure controls and
procedures, over the period covered by the annual report on Form
20- F. For fiscal year 2018, the Chairman and Chief Executive Officer
and the Chief Financial Officer concluded that the disclosure controls
and procedures were effective.

In addition, a specific process is in place for reporting any information
related to the Group’s accounting procedures, internal control and
auditing. This process is available to any shareholder, employee or
third party.

Finally, the Consolidated Financial Statements undergo a limited
examination by external auditors during quarterly closing, and an
audit during annual closing. Almost all the audit missions in the
countries are fulfilled by the members of the networks of the two
statutory auditors, who, after having jointly examined all the accounts
and the procedures used to produce them, proceed with the annual
certification of the Group’s Consolidated Financial Statements. They
are informed in advance of the process for the preparation of the
accounts and present a summary of their work to the Group
accounting and financial managers and to the Audit Committee
during the quarterly reviews and annual closing. The statutory auditors
also perform those internal control audits that they deem necessary
as part of their mission to certify the Financial Statements.

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RISKS AND CONTROL

Insurance and risk management

3.4

Insurance and risk management

3.4.1 Organization

TOTAL has its own reinsurance company, Omnium Reinsurance
Company (ORC). ORC is integrated within the Group’s insurance
management and is used as a centralized global operations tool for
covering the Group companies’ insurable risks. It allows the Group’s
worldwide insurance program to be implemented in compliance with
the specific requirements of local regulations applicable in the
countries where the Group operates.

Some countries may require the purchase of insurance from a local
insurance company. If the local insurer agrees to cover the subsidiary
of the Group in compliance with its worldwide insurance program,
ORC negotiates a retrocession of the covered risks from the local
insurer. As a result, ORC enters into reinsurance contracts with the
subsidiaries’ local insurance companies, which transfer most of the
risk to ORC.

At the same time, ORC negotiates a reinsurance program at the
Group level with oil industry mutual insurance companies and
commercial reinsurance markets. ORC allows the Group to better
manage price variations in the insurance market by taking on a
greater or lesser amount of risk corresponding to the price trends in
the insurance market.

In 2018, the net amount of risk retained by ORC after reinsurance
was, on the one hand, a maximum of $100 million per onshore or
offshore third- party liability insurance claim and, on the other hand,
$125 million per property damage and/or business interruption
insurance claim. Accordingly, in the event of any loss giving rise to an
aggregate insurance claim, the effect on ORC would be limited to its
maximum retention of $225 million per occurrence.

3.4.2 Risk and insurance management policy

In this context, the Group risk and insurance management policy is
to work with the relevant internal department of each subsidiary to:

— define scenarios of major disaster risks (estimated maximum

loss);

— assess the potential financial impact on the Group should a

catastrophic event occur;

— help implement measures to limit the probability that a
catastrophic event occurs and the financial consequences if such
event should occur; and

— manage the level of financial risk from such events to be either
covered internally by the Group or transferred to the insurance
market.

3.4.3

Insurance policy

The Group has worldwide property insurance and third- party liability
coverage for all its subsidiaries. These programs are contracted with
first- class insurers (or reinsurers and oil and gas industry mutual
insurance companies through ORC).

The amounts insured depend on the financial risks defined in the
disaster scenarios and the coverage terms offered by the market
(available capacities and price conditions).

More specifically for:

— third- party liability: because the maximum financial risk cannot
be evaluated by a systematic approach, the amounts insured
are based on market conditions and oil and gas industry practice.
In 2018, the Group’s third- party liability insurance for any
third- party liability (including potential accidental environmental
liabilities) was capped at $900 million (onshore) and $850 million
(offshore). In addition, the Group adopts, where appropriate, the
necessary means to manage the compensation of victims in the
event of an industrial accident for which it is liable; and

— property damage and business interruption: the amounts insured
vary by sector and by site and are based on the estimated cost
and scenarios of reconstruction under maximum loss situations
and on insurance market conditions. The Group subscribed for
business interruption coverage in 2018 for its main refining and
petrochemical sites.

For example, for the Group’s highest risks (its North Sea platforms
and main refineries or petrochemical plants), in 2018 the insurance
limit for the Group’s share of the installations was approximately
$2 billion for the Refining & Chemicals segment and approximately
$2.25 billion for the Exploration & Production segment.

Deductibles for property damage and third- party liability fluctuate
between €0.1 and €10 million depending on the level of risk and
liability, and are borne by the relevant subsidiaries. For business
interruption, coverage is triggered 60 days after the occurrence giving
rise to the interruption. In addition, the main refineries and
petrochemical plants bear a combined retention for property damage
and business interruption of $75 million per insurance claim.

Other insurance contracts are bought by the Group in addition to
property damage and third- party liability coverage, mainly in
connection with car fleets, credit insurance and employee benefits.
These risks are mostly underwritten by outside insurance companies.

The above- described policy is provided as an example of a situation
as of a given date and cannot be considered as representative of
future conditions. The Group’s insurance policy may be changed at
any time depending on market conditions, specific circumstances
and General Management’s assessment of the risks incurred and
the adequacy of their coverage.

TOTAL believes that its insurance coverage is in line with industry
practice and sufficient to cover normal risks in its operations.
However, the Group is not insured against all potential risks. In the
event of a major environmental disaster, for example, TOTAL’s liability
may exceed the maximum coverage provided by its third- party liability
insurance. The loss TOTAL could suffer in the event of such disaster
would depend on all the facts and circumstances of the event and
would be subject to a whole range of uncertainties, including legal
uncertainty as to the scope of liability for consequential damages,
which may include economic damage not directly connected to the
disaster. The Group cannot guarantee that it will not suffer any
uninsured loss, and there can be no guarantee, particularly in the
event of a major environmental disaster or industrial accident, that
such loss would not have a material adverse effect on the Group.

TOTAL Registration Document 2018

RISKS AND CONTROL

Vigilance Plan

The Vigilance Plan sets out the rules and measures which, as part of
risk management systems, enable the Group to identify and prevent
actual or potential severe impacts related to its Activities and to
mitigate their effects thereof, as the case may be. It does not
guarantee that the risks identified will not materialize. It reflects the
responsible purchasing principles applicable to relationships with
Suppliers, but is not aimed at replacing the measures in place at
those Suppliers.

Finally, the Vigilance Plan covers the risks set forth under Article
L. 225- 102- 4 of the French Commercial Code.

3.5.1.3 Dialogue with stakeholders

TOTAL sets up dialogue procedures with its stakeholders at every
level of its organization.

In accordance with the Group’s framework on societal matters,
stakeholders are identified, mapped and prioritized according to their
levels of expectations and involvement. This mapping is kept up to
date. A structured dialogue with the stakeholders is established and
maintained, initially at local level but also at the central level.

At the local level, TOTAL has deployed since 2006 its internal
Stakeholder Relationship Management
(SRM+) methodology.
This approach aims to list the main stakeholders of each Subsidiary
and site (depots, refineries, etc.), to categorize them, to schedule
consultation meetings to better understand their expectations,
concerns and opinions. This approach then permits to define action
plans to manage the impacts of activities and to take into account
local development needs in order to build a long- term trusting
relationship. This mechanism is used to explain the Group’s Activities
to communities and other stakeholders, and to pay particular
attention to potentially vulnerable local populations. It has been
integrated in almost all the Subsidiaries. The system is supplemented
by a network of mediators with local communities, deployed within
the Exploration & Production segment to maintain a constructive
dialogue with neighboring communities.

At the central level, the relevant departments of the Holding also
ensure that dialogue is maintained with the Group’s stakeholders.
For example, in 2018 upon publication of the Information Document
on Human Rights, the Human Rights Department of the Civil Society
Engagement Division consulted certain of its stakeholders on the
risk map published in the 2017 Vigilance Plan. This consultation led
to the conclusion that the mapping could thus be maintained.

Among these numerous stakeholders, TOTAL maintains regular
dialogue with the Group’s employees and their representatives who
have a privileged position and role.

3.5 Vigilance Plan

3.5.1

Introduction

3.5.1.1 Background and Group commitments

In accordance with Article L. 225- 102- 4 of the French Commercial
Code, the vigilance plan (hereafter referred to as the “Vigilance Plan”)
aims to set out the reasonable measures of vigilance put in place
within the Group in order to identify the risks and prevent severe
impacts on human rights and fundamental freedoms, human health
and safety and the environment resulting from the activities of the
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
indirectly, as well as the activities of subcontractors or suppliers with
which it has an established commercial relationship, where such
activities are linked to this relationship.

TOTAL operates in over 130 countries in a variety of complex
economic and socio- cultural contexts and in business areas that are
likely to present risks that fall within the scope of the Vigilance Plan.

The One Total company project, which embodies the Group’s
ambition to become the responsible energy major, is based
specifically on Safety and Respect for Each Other, the two core
values central to the Group’s collective principles. In addition to
complying with applicable legislation in each country where the Group
operates which most often aims at preventing severe impacts in the
scope of Article L. 225-102-4 of the French Commercial Code, TOTAL
relies on structured frameworks and stringent risk management
systems for the conduct of its operations.

The Vigilance Plan and its implementation are part of a dynamic
process aimed at continual improvement of the Group’s practices
with regard to the issues identified within each of the areas
concerned.

3.5.1.2 Method and preparation of the Vigilance Plan

The Vigilance Plan covers the activities (hereafter referred to as the
“Activities”) of TOTAL S.A. and its fully consolidated subsidiaries as
defined in II of Article L. 233- 16 of the French Commercial Code
(hereafter referred to as the “Subsidiaries”). Certain companies, such
as Hutchinson, Saft Groupe and SunPower, have set up risk
management and severe impact prevention measures specific to
their organizations and activities; those measures related to Article
L. 225- 102- 4 of the French Commercial Code are specified in the
Group’s Vigilance Plan. In addition, for newly acquired companies,
reasonable vigilance measures are intended to be implemented
progressively during the integration phase of these companies into
the Group systems. They do not therefore fall within the scope of the
Vigilance Plan for 2018.

The Vigilance Plan also covers the activities of suppliers of goods
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

risk management

The mapping work presented below was carried out using the
Group’s existing
tools. This work was
supplemented with regard to Suppliers by a mapping of the risks
related to procurement, by category of goods and services, on the
basis of questionnaires completed by the managers of each
purchasing category.

3.5.2.1 Human rights and fundamental freedoms

The risks of severe impacts on human rights and fundamental
freedoms have been identified in accordance with the criteria set out
in the UN Guiding Principles Reporting Framework, namely the scale,
scope and remediability of the impact.

This identification work was carried out in 2016 in consultation with
internal and external stakeholders. The process included in particular
workshops with representatives of key functions within the Group
and Subsidiaries operating in sensitive contexts or situations
particularly exposed to risks related to human rights and fundamental
freedoms, and a series of interviews with independent third parties
(GoodCorporation, International Alert and Collaborative Learning
Project).

As a result, the following risks of severe negative impacts on human
rights and fundamental freedoms were identified:

— forced labor, which corresponds to any work or service which
people are forced to do against their will, under threat of
punishment; as well as child labor, which is prohibited for any
person aged under 15, or under 18 for all types of work deemed
hazardous in accordance with International Labour Organization
standards;

— discrimination, characterized by unfair or unfavorable treatment
of people, particularly due to their origin, sex, age, disability,
sexual and gender orientation, or membership of a political or
religious group, trade union or minority;

— non- compliance with fair and safe working conditions, such as
for example the absence of employment contracts, excessive
working hours or lack of decent compensation;

— restriction of access to land by neighboring local communities,
resulting from the Group having, for some of its projects,
temporary or permanent access to the land that might result in
the physical and/or economic displacement and relocation of
these groups;

— impacts on the right to health of local communities, such as
noise and dust emissions and other impacts generated by the
Activities that might have consequences for the health of local
communities, their means of subsistence and their access to
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

3.5.2.2 Safety, health and environment

The Group defines the risk of a severe impact on safety, health or the
environment as the probability of TOTAL’s Activities having a direct
and significant impact on the health or safety of employees of Group
companies, employees of external contractors (1) and third parties, or
on sensitive natural environments (2). This risk can materialize gradually
or suddenly.

TOTAL has developed safety, health and environment risk assessment
procedures and tools applicable to operate its Activities, such as
analyses performed regularly at various levels (Group, activities and/or
industrial sites):

— prior to investment decisions in industrial projects of the Group,

acquisition and divestment decisions;

— during operations;

— prior to releasing new substances on the market.

These analyses have highlighted the following risks of severe impacts:

— the risks to the safety of people and to the environment resulting
from a major industrial accident (on an offshore site, onshore site
or during the transport of products). These risks are, for example,
an explosion, fire or leakage, resulting in death or injury and/or
accidental pollution on a large scale or at an environmentally
sensitive site;

— the risks to the safety of people and to the environment related
to the physical characteristics of oil and gas fields, particularly
during drilling operations, which can cause blow outs, explosions,
fires or other damages;

— the risks to the safety of people and to the environment related
to the overall life cycle of the products manufactured, and to the
substances and raw materials used; and

— the risks associated with transportation, for which the likelihood
of an operational accident depends not only on the hazardous
nature of the products handled, but also on the volumes, the
length of the journey and the sensitivity of the regions through
which they are transported (quality of infrastructure, population
density, environment).

Climate change is a global risk for the planet and results from various
human actions such as energy production and consumption. As an
energy producer, TOTAL seeks to reduce its direct greenhouse gas
emissions resulting from its operated Activities. In addition, TOTAL
implements a strategy to tackle climate change challenges and
reports on this in details, notably in its statement of non-financial
performance (refer to point 5.6 of chapter 5), in accordance with
Article L. 225-102-1 of the French Commercial Code.

The Group has frameworks that set out the Action principles to be
followed in order to respect the Group’s values and prevent severe
impacts on human rights and fundamental freedoms, human health
and safety and the environment (the “Action Principles”). When the

legal provisions applicable to the Activities provide less protection than
the Group’s Action Principles, TOTAL strives under all circumstances
to give precedence to the latter, while seeking to ensure that it does
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

TOTAL’s Vigilance Plan is based primarily on the Group’s Code of
Conduct (1), which specifies the Group’s values, including the two
core values of Safety and Respect for the Other, particularly declining
in the areas of respect for human rights, the environment and the
health and safety of persons.

The Code particularly sets forth the Group’s compliance with the
following international standards:

— the principles of the Universal Declaration of Human Rights;

— the United Nations Guiding Principles on Business & Human

Rights;

— the principles set out in the International Labour Organization’s

fundamental conventions;

— the principles of the United Nations Global Compact;

— the OECD Guidelines for Multinational Enterprises; and

— the Voluntary Principles on Security and Human Rights.

The Code of Conduct, which can be consulted on the Group’s
website, is aimed at all employees and external stakeholders (host
countries, local communities, customers, suppliers, industrial and
commercial partners and shareholders). It was updated in December
2018.

3.5.3.2 Safety Health Environment Quality Charter

The Group ensures that it complies with strict safety, security, health
and environment standards in the performance of its Activities.
The Safety Health Environment Quality Charter sets out the principles
that apply to the conduct of its operations in all of the countries
where it operates.

As such, the Group’s Subsidiaries (2)
implement a framework
incorporating occupational health and safety, security, societal
commitment and environment as well as associated management
systems (Management And Expectations Standards Towards Robust
Operations, MAESTRO).

With regard to safety at work, the Golden Rules, which were
established on the basis of feedback and restructured in 2017 into a
set of “dos and don’ts”, apply to all Group entities, employees and
Suppliers on site. Each individual must ensure that they are adopted,
strictly followed and monitored on the ground. Each individual is also
authorized to use his or her “Stop Card” and stop any work under
way in particular in the case of non- compliance with any of these
rules.

3.5.3.3 Fundamental Principles of Purchasing

The relationship between the Group and its Suppliers is based on
adherence to the principles set forth in the Code of Conduct and in
the Fundamental Principles of Purchasing .

(3)

The Fundamental Principles of Purchasing specify the commitments
that TOTAL expects from its suppliers in the following areas: respect
for human rights at work, health protection, safety and security,
preservation of the environment, prevention of corruption and conflicts
of interest and fraud, respect for competition law, as well as the
promotion of economic and social development.

The requirements specified by this document must be communicated
to Suppliers and be included in or transposed into agreements.
These principles are available for consultation by all suppliers in both
French and English on TOTAL’s website.

3.5.3.4

Internal control framework

At the Group, business segment and Subsidiary level, internal controls
are based on specific procedures for organization, delegation of
responsibilities and staff awareness and training, based on the
framework of the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).

TOTAL has a Group reference framework that is supplemented by a
series of practical recommendations and feedback. Like the Group’s
organization, this framework has a three- level structure: a Group
level, with the REFLEX Group framework and the technical framework
set out by the Group Technology Committee, frameworks for each
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:
Corporate, business segments and operational entities. The Action
Principles are driven by the Executive Committee. The People and
Social Responsibility Division headed by a member of the Executive
Committee coordinates the Group’s action in the area of Human
Resources, health – safety – environment (HSE), security and societal
commitments. Purchases of goods and services are under the
authority of an entity in the Total Global Services Branch which also
reports to the Executive Committee member responsible for this
division. This organization aims to support operational managers in
the implementation of the Action Principles. Each level is involved in
and accountable for identifying and implementing the reasonable
vigilance measures deemed appropriate.

3.5.4.1 Ethics Committee

The Ethics Committee is a central structure representing all of the
Group’s business segments. All its members are Group employees
who collectively have good knowledge of its activities and have
demonstrated the independence and impartiality necessary for
carrying out their duties.

The Ethics Committee is the guarantor of compliance with the Code
of Conduct and ensures its proper implementation. It is assisted in
its work by the relevant departments, as well as by a network of local
Ethics Officers. The Chairperson of the Ethics Committee reports to
the Chairman and Chief Executive Officer of TOTAL. The Chairperson
submits an annual report to the Executive Committee and the
Governance and Ethics Committee of the Board of Directors.

Employees and stakeholders can refer any breach of the Code of
Conduct to the Ethics Committee at any time, in accordance with
the procedure described in point 3.5.7. The members of the Ethics
Committee are subject to a confidentiality obligation.

3.5.4.2 Human Rights Committee and Department

The Human Rights Committee is made up of representatives from
different departments (safety, purchasing and societal commitment
in particular) and business segments. It meets several times a year
and coordinates actions relating to human rights and fundamental
freedoms led by the various business segments and Subsidiaries, in
line with the Human Rights roadmap approved by the Executive
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
Division, supports the Group’s operational managers with its expertise
in implementing the Action Principles relating to human rights and
fundamental freedoms.

3.5.4.3 Occupational Health, Safety and

Environment Division

Since 2016, a single HSE Division combines the Group’s
Occupational Health, Safety and Environment functions. Its role is to
implement a strong and unified HSE model.

Within the division, the HSE Departments of the Exploration &
Production, Gas, Renewables & Power, Refining & Chemicals and
Marketing & Services segments are in particular responsible for
supporting the implementation of the Group’s HSE policy. Specific
expert units set up in 2016 cover the following areas: major risks,
human and organizational factors, environmental and societal issues,
transportation and storage, crisis management and pollution
prevention, standards and legislation, audits and feedback.

3.5.4.4 Procurement

Since January 1, 2017, a dedicated subsidiary, Total Global
Procurement centralizes management of a large part of the Group’s
goods and services purchasing (1), whether for categories of products
or services specific to one business activity or categories shared
between several business activities. In the Subsidiaries, purchasers
implement framework agreements as well as manage local
procurement.

A Responsible Purchasing Committee meets at least once a year
and brings together the Management Committee of Total Global
Procurement and the Civil Society Engagement (including the Human
Rights Department), HSE and Legal Divisions as well as the Ethics
Committee in order to monitor implementation of the Group’s
Responsible Purchasing roadmap. The roadmap sets out the
strategic direction of the Responsible Purchasing working group.

Furthermore, the Vetting department of Trading & Shipping defines
and applies the selection criteria for the tankers and barges used to
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
Suppliers, particularly in conjunction with independent bodies, which
help identify and prevent risks of severe impacts on human rights
and fundamental freedoms, human health and safety.

3.5.5.1 Procedures for assessing Subsidiaries

HSE assessments

The Audit and Feedback Unit within the central HSE Division is a key
component of HSE governance. It steers the internal control
mechanisms intended to verify compliance with the Group’s HSE
requirements.

This mechanism is organized around a self- assessment to be carried
out by the Subsidiaries at least every two years and an assessment
every three to five years conducted by the Audit unit and feedback
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
to define and implement improvement actions.

This unit is also in charge of analysis of major incidents and management
of feedback.

Additionally, the Management Committee of each of the Group’s
business segments performs monitoring of its major risk analyses
and of the progress of the associated action plans.

Lastly, the HSE Division steers the measurement and reporting work
relating to greenhouse gas emissions resulting from the Activities.
These direct greenhouse gas measurements (Scope 1) are published
in section 3.5.9.2 of this Chapter.

Assessments regarding human rights and fundamental
freedoms

Since 2002, the Group has engaged GoodCorporation, a company
specialized in ethical assessments, to verify the proper application of
the principles set out in the Code of Conduct at the Subsidiary level.
These assessments include criteria relating to human rights and
fundamental freedoms, and corruption. As part of the process, a
selection of employees and external stakeholders of the Subsidiary
are questioned to understand how their Activities are perceived locally.
Following the assessment, the Subsidiary in question defines and
implements an action plan and a monitoring procedure.

Furthermore, TOTAL works with the Danish Institute for Human Rights
(DIHR), an independent national body for the defense and promotion
of human rights and fundamental freedoms, which assesses the
impact on human rights and fundamental freedoms of the Group’s
activities in sensitive contexts.

In some cases, the Group works with independent experts such as
CDA, a company specialized in preventing and managing conflict
between businesses and local communities. The reports by CDA are
published online on its website.

Lastly, an annual self- assessment questionnaire enables each of the
Group’s Subsidiaries and operational entities to measure and evaluate
the level of implementation of their societal governance on the field.
Actions involving dialogue, impact management and the contribution
to socioeconomic and cultural development are recorded and
analyzed.

3.5.5.2 Procedures for assessing Suppliers

The Supplier qualification process was harmonized at Group level in
2017 by Total Global Procurement. A new internal framework was
published in 2018. In particular, it was used to set up a new IT
qualification tool to be deployed progressively within the Group which
also will serve as a consolidated database. The framework covers
human rights, environment, health and safety.

Depending on the results of a risk analysis carried out by Suppliers,
a detailed assessment is performed. It includes questionnaires
addressing the aforementioned issues and, if needed, an action plan,
a technical inspection of the site by employees or an audit of working
conditions carried out by a specialist service provider with which a
framework agreement was signed in 2016. Crude oil and petroleum
product purchasing by Trading & Shipping, gas and electricity
purchasing by the subsidiary Total Gas & Power Ltd, and the
purchases made by the Subsidiaries Hutchinson, Saft Groupe and
SunPower are subject to Supplier qualification processes specific to
their organizations.

This qualification process may be completed if needed by specific
organizations, such as the unit put in place in the Group as from
September 2018 for the selection of palm oil suppliers. This unit
aims to ensure that palm oil purchases are made on the basis of
sustainability certifications such as the ISCC EU certification.

(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
footprint, anti- deforestation, good use of land and respect for human
rights. In addition to this mandatory certification, suppliers must have
signed the Fundamental principles of purchasing and be members
of the Roundtable on Sustainable Palm Oil (RSPO).

As regards the chartering of tankers and barges, any operation that
involves tankers or barges calling at a terminal operated by a Group
Subsidiary, carrying shipments that belong to the Group or chartered
by TOTAL must be approved in advance by the Vetting department.
Responses are given on the basis of technical data and independently

of any commercial considerations. The audits conducted with ship
owners also permit the assessment of the quality of the technical
management systems implemented by the operators, crew selection
and training, as well as the support provided to vessels.

Through the annual inspections performed by inspectors representing
the Group, TOTAL is actively involved in sharing inspection reports
with other international oil and gas companies through the SIRE (ship
inspection report) Program set up by the OCIMF (Oil Companies
International Marine Forum), thus contributing to the continuous
improvement of petroleum shipping safety.

3.5.6 Awareness and training actions

3.5.6.1 Awareness and training of Group employees

The Group has put in place a variety of communication and
information channels enabling all employees of TOTAL S.A. and its
Subsidiaries to have access to the Action Principles defined by the
Group in relation to human rights and fundamental freedoms, health,
safety and the environment.

The Code of Conduct is distributed to all employees and can be
consulted on the Group’s website. All new employees must confirm
that they are familiar with it.

Events such as the annual Business Ethics Day are used to raise
awareness among employees of TOTAL S.A. and its Subsidiaries.
Practical guides are available on the Group’s intranet, such as the
Human Rights Guide and the Guide to dealing with religious questions
within the Group, to help Group employees apply the commitments
provided for in the Code of Conduct in each individual cases.

The HSE Division organizes the Group’s World Safety Day, which
aims to bring teams on board and raise awareness of ways to put
the HSE Action Principles into practice. The Group’s employees
implement its safety culture on a day- to- day basis through “Safety
Moments” at the beginning of meetings or before hazardous
operations, consisting of a short discussion to reiterate the key safety
messages and align participants with mutual commitments.

Training courses, incorporating on- line educational programs as well
as technical training tailored to the various business segments, are
offered to all Group employees.

Dedicated human rights and fundamental freedoms training programs
have been set up for senior executives, site directors and the
employees most exposed to these issues. Awareness- raising
sessions on these subjects are organised regularly for employees, as
is the case at the time of ethical assessments of Subsidiaries. In the
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

Similarly, training programs in the fields of health, safety and
environment have been rolled out within the Group reflecting different
perspectives: general, by type of activities or by subject areas.
For example, the following general training actions exist depending
on the level of responsibility and experience in the Group: HSE
Leadership for Group senior executives, HSE training for managers,
and Safety Pass training for new recruits.

3.5.6.2 Awareness and training of Suppliers

The Fundamental Principles of Purchasing are brought to the attention
of Suppliers as of their registration in the Supplier database.

Training initiatives are also undertaken with the Group’s Suppliers,
such as the responsible security training given to safety service
providers’ personnel, and the Safety Contract Owners program,
which brings together more than 650 suppliers at the Group level.

3.5.6.3

Information on product risks

All of the chemical and petroleum products marketed by the Group
are covered by a safety data sheet prepared in accordance with
applicable regulations. The packaged products are
labelled
accordingly.

Each safety data sheet provides comprehensive information on the
substances or mixtures usable in the regulatory framework of
managing chemicals in the workplace. It enables users to identify the
risks linked to handling such products, particularly regarding safety
and the environment, in order to implement any measures necessary
to protect people and the environment.

Safety data sheets are available to carriers of dangerous goods,
emergency services, poison control centers, as well as professional
and industrial customers. Consumers are informed of the risks and
precautions of use through product labelling.

To support employees on a day- to- day basis, the Group encourages
a climate of dialogue and trust that enables individuals to express
their opinions and concerns. Employees can thus go to their line
manager, an HR or other manager, their Compliance Officer or their
Ethics Officer.

The Group’s employees and Suppliers, as well as any other
external stakeholder, can contact the Ethics Committee to ask
questions or report any incident where there is a risk of
non- compliance with the Code of Conduct using the generic email

address (ethics@total.com). The system is supplemented by specific
whistleblowing mechanisms implemented at certain subsidiaries
(SunPower, Hutchinson).

The Group’s Suppliers can also contact the internal supplier mediator
using a generic email address (mediation.fournisseurs@total.com).
The mediator is available to Suppliers and purchasers, and restores
dialogue to find solutions when measures taken with the usual
contact have been unsuccessful.

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Grievance handling procedures are also in place within the Group in
order to receive and facilitate the resolution of concerns and
grievances of local communities that may be affected by its Activities.

As regards HSE, an on- call system has been set upto alert the
directors of the business segments and of the Group as quickly as
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
on existing monitoring procedures and tools relating to human rights,
safety, health and environment made available to the Subsidiaries.

Thus, the system of internal reporting and of indicators for monitoring
implementation of the actions undertaken in the Group in these areas
is based:

— for social indicators (including, in particular, health), on a guide
entitled “Corporate Social Reporting Protocol and Methodology”;

— for industrial safety indicators, on a Group rule concerning event
and statistical reporting; a feedback analysis process identifies, in
particular, events for which a structured analysis report is required
in order to learn lessons in terms of design and operation; and

— for environmental indicators, on a Group reporting procedure,

together with activity- specific instructions.

Consolidated objectives are defined for each key indicator and
reviewed annually. The business segments apply these indicators as
appropriate to their area of responsibility, analyze the results and set
out a plan.

All of the procedures enable regular monitoring of actions and areas
for improvement to be implemented in the area of human rights,
safety, health and environment. The Group Performance Management
Committee (refer to point 4.1.5.2 of chapter 4) is involved in this
approach. In particular, it is responsible for examining, analyzing and
steering the Group’s HSE, financial and operational results on a
quarterly basis.

In addition, the committee responsible for monitoring the CSR Global
Agreement signed by TOTAL in 2015, known as the “FAIR
Committee”, meets every year in the presence of representatives
who are members of trade unions affiliated to the IndustriALL Global
Union (refer to points 5.3.3.3 and 5.10.3 of Chapter 5) and appointed
by this federation to monitor and implement the agreement. It identifies
good practice and areas for improvement in the fields of safety,
health, human rights and fundamental freedoms.

Additionally, the Group publishes a Human Rights information
document that describes the Group’s Activities’ major impacts on
human rights and fundamental freedoms and the remedial measures
taken. In 2016, TOTAL became the first company in the oil industry
to have published this document in accordance with the UN Guiding
Principles Reporting Framework. It is available on the Group’s website
and was updated in 2018.

Since 2015, TOTAL also publishes a report to assess the progress
made in the implementation of the Voluntary Principles on Security
and Human Rights. The information set out in the report is based on
annual reporting organized by the Security Division that brings
together the results of the risk and compliance analyses for each
subsidiary operating in a sensitive context.

Lastly, in September 2018 TOTAL published the third edition of its
“Integrating climate in our strategy” brochure dedicated to the
consideration of climate issues and detailing the Group’s lines of
action in this area.

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
is supported by a dedicated organization, and embedded through
an awareness- raising and training program, as well as evaluation
and follow- up mechanisms aiming at measuring the effectiveness of
the Group’s actions.

A) Human rights in the workplace

The prohibition of forced and child labor, non- discrimination, just and
favorable conditions of work, as well as safety all form part of the
principles set out in TOTAL’s Code of Conduct and Human Rights
Guide.

TOTAL’s commitment to human rights in the workplace is
demonstrated, in particular, by the signature of various agreements,
such as the one concluded with IndustriALL Global Union (2) in 2015.
In particular, this agreement covers the promotion of human rights in
the workplace, diversity, the participation of employees and their
representatives in social dialogue and the recognition of health and
safety at work as absolute priorities in the Group’s activities and
global supply chain.

TOTAL cares about the working conditions of its employees which
are governed by the Group’s Human Resources policy (refer to point
5.3 of chapter 5).

Safety is one of the Group’s core values. Over the last few years, the
Group has continued to develop occupational health and safety
standards focusing on the right to enjoy fair and adequate living and
working conditions (refer to point 3.5.9.2 of this chapter).

TOTAL is committed to promoting diversity and endeavors to combat
all forms of discrimination (origin, gender, sexual orientation, handicap,
age, membership in a union or a political or religious organization,
etc.). The Diversity Council, which is chaired by a member of the
Executive Committee, illustrates this commitment.

In 2017, TOTAL published a “Practical guide to dealing with religious
questions within the Group” in order to provide practical solutions to
the questions raised by the Group’s employees and managers
worldwide. It draws on the experiences of the business segments in
various countries and encourages dialog, respect and listening as a
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) 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
working conditions of TOTAL’s employees are evaluated by
GoodCorporation, an independent third party, as part of the ethical
assessments of the Group’s entities.

In the Group’s value chain

The Fundamental Principles of Purchasing (FPP) set out the
commitments expected from suppliers in various domains, including
human rights in the workplace and safety. A Group directive reaffirms
the obligation to annex the FPP or to transpose them in the selection
process as well as in the contracts concluded with suppliers of goods
or services.

The prevention of forced and child labor in the supply chain is a
critical point of attention identified in the 2017- 2018 human rights
roadmap endorsed by the Executive Committee. TOTAL has therefore
developed a new methodology for selecting its suppliers which takes
account the risks of human rights violations, in particular forced and
child labor. In September 2016, TOTAL also entered into a partnership
with a third- party service provider in charge of evaluating suppliers’
practices with regard to fundamental rights in the workplace (refer to
point 3.5.9.5 of this chapter).

Finally, the working conditions of the employees of service stations’
dealers are evaluated by GoodCorporation, an independent third
party, as part of the ethical assessments conducted in the Group
entities. Between 2016 and 2017, a baseline study of 22 affiliates in
the Marketing & Services segment across different continents was
also conducted. One of the main recommendations identified is to
improve service station dealers’ awareness of the Group’s Code of
Conduct principles and of the fundamental Conventions of the
International Labor Organization. In response, Marketing & Services
is developing educational tools, which should be promoted in 2019
to this business segment’s entities.

B) Human rights and local communities

TOTAL’s operational activities may have impacts on the rights of local
communities, in particular when TOTAL obtains temporary or
permanent access to their land for Group’s projects that may involve
the physical and/or economic displacement of these populations.
Noise and dust emissions and other potential impacts may also have
consequences on the livelihood of neighboring communities.
Consequently, the access to land of local communities and their right
to health and an adequate standard of living are two salient issues
for TOTAL.

In accordance with internationally recognized human rights standards,
TOTAL requires the Group entities to maintain a regular dialogue with
their stakeholders and make sure that their activities have no negative
consequences on local communities or, if these cannot be avoided,
that they limit, mitigate and remedy them. The solutions proposed in
response to the expectations of local communities are coordinated
by the societal teams that work in close collaboration with the legal,
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.

C) Respect for human rights in security- related activities

In certain situations, intervention by government security forces or
private security providers might be necessary to protect TOTAL staff
and assets. In order to prevent any misuse of force, TOTAL asks
Group employees, private security providers and government security
forces to implement the Voluntary Principles on Security and Human
Rights (VPSHR) issued by States, NGOs and Extractive Companies.

TOTAL has been a member of this initiative since 2012. Within
this framework, the Group publishes an annual report setting
out the challenges, lessons learned and good practices in relation to
security and human rights and, if applicable, reports any incidents
associated with the Group’s activities. This report is available at
sustainable- performance.total.com
.

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.

When government security forces are deployed to ensure the
protection of the Group’s staff and assets, the Group entities maintain
an ongoing dialogue with the representatives of national or regional
authorities in order to raise their awareness on the need to respect
the VPSHR and encourage them to sign memorandums of
understanding that comply with these principles.

TOTAL regularly organizes training sessions and awareness- raising
activities on the risk of misuse of force, and more generally on the
VPSHR, for its staff, private security providers and government
security forces. In 2018, TOTAL partnered with other Extractive
Companies and the Myanmar Center for Responsible Business to
organize two VPSHR awareness workshops for government officials,
private security providers and NGOs in Myanmar.

3.5.9.2 Personal health and safety

TOTAL places safety at the heart of its ambition to be a responsible
company. The measures and indicators used to manage the Group’s
activities are based on this fundamental value, in accordance with
the strictest standards, particularly relating to health.

A) Preventing occupational accidents

The Group’s personal safety policy covers three main areas:
preventing occupational accidents, preventing transport accidents,
and preventing accidents linked to technological risks, such as fires
and explosions. It relates to all employees of Group subsidiaries,
employees of external contractors working on these entities’ sites as
well as employees of transport companies under long- term contracts.
The safety results are monitored with the same vigilance for all.

Indicators defined according to an internal procedure measure the
main results. In addition to its aim of zero fatalities in the exercise of
its activities, the Group has set the target of continuously reducing
the TRIR (1) and, for 2018, of keeping it below 0.9 for all personnel
(Group and External Contractors).

(1) TRIR: Total Recordable Injury Rate.

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Safety indicators

2018

2017

2016

TRIR (a): number of recorded
injuries per million hours
worked – All Personnel

0.91 0.88 0.91

Group company employees

0.82 0.89 0.83

External contractors employees (b)

1.01 0.88 0.99

LTIR (c): number of lost time
injuries per million hours
worked – All Personnel

SIR (d): average number
of days lost per lost time injury

0.59 0.58 0.51

26 28 (e) 30 (e)

Number of occupational fatalities

4 1

(a) TRIR: Total Recordable Injury Rate.
(b) As defined in point 5.11.4 of chapter 5.
(c) LTIR: Lost Time Injury Rate.
(d) SIR: Severity Injury Rate.
(e) Excluding Saft Groupe.

The Group’s safety efforts over more than 10 years have resulted in a
significant improvement in the TRIR and LTIR. Performance has
stabilized since 2016, mainly due to acquisitions and disposals of
assets or subsidiaries. The gradual implementation of the One
MAESTRO framework aims to strengthen the Group’s safety culture
and create a new drive to improve safety results. Despite the
measures put in place, in 2018 three accidents resulted in the death
of four employees working for external contractors: one during road
transport in Ethiopia, one during a handling operation in the Republic
of the Congo, and two during an operation to recommission a fuel
storage tank in Egypt.

Generally, an analysis is launched in response to any type of accident
whatsoever. The method and scope of the analysis depend on the
actual or potential severity of the event. Consequently, a near miss
with a high severity potential is treated as a severe accident, and its
analysis is considered an essential factor of progress. Depending on
its relevance to the other Group entities, it triggers a safety alert and
the distribution of a feedback form, depending on the circumstances.

Regarding occupational safety, since 2010, the basic rules to be
scrupulously followed by all personnel, employees and contractors
alike, in all of the Group’s businesses worldwide, are described in the
document “Safety at Work: TOTAL’s Twelve Golden Rules”, which
has been widely circulated within the Group.

The aim of the Golden Rules is to set out simple, easy- to- remember
rules that cover a large number of occupational accidents. In addition,
further rules can be found in the One MAESTRO HSE framework,
the business segment frameworks and the subsidiary frameworks.

According to the Group’s internal statistics, in more than 44% of
severe incidents or near misses with high severity potential in the
workplace, at least one of the Golden Rules had not been followed.
The proper application of these Golden Rules, and more generally of
all occupational safety procedures, is verified through site visits and
internal audits. The Stop Card system, which was set up in 2015,
also enables any employee of the Group or an external contractor to
intervene if any of the Golden Rules is not being followed. In addition,
in 2016, the HSE department created a unit bringing together the
reference persons on high- risk operations (work at height, lifting,
high- pressure cleaning, excavations, etc.) in order to consolidate
in- house knowledge and relations with contractors.

The reporting of anomalies and near misses (approximately
600,000 per year) is strongly encouraged on a daily basis and is
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.

Regarding road transport, for many years the Group has been
monitoring the number of severe road accidents involving its
employees and those of external contractors. The actions taken have
reduced the number of severe accidents between 2016 and 2018
by 33%. Work began in new areas in 2018, particularly relating to the
use of new technologies in accident prevention (defining a new
standard for the light vehicles used, driver fatigue detection) and the
assessment of the driver support and assistance systems offered by
manufacturers (automatic emergency braking, lane keeping assist,
lane change assist, etc.).

Number of severe road accidents (a)

2018 2017 2016

Light vehicles
and public transport (b)

Heavy goods vehicles (b)

7 11

23 26 36

(a) Overturned vehicle or other accident resulting in the injury of a crew member (declared

incident).

(b) Vehicles on long- term contract with the Group ( > 6 months).

With regard to technological risks (also known as “major” industrial
risks), the risk analysis and prevention actions are described in point
3.5.9.3.B of this chapter.

Whatever the nature of the accident, prevention actions rely on all
employees abiding by the Group’s safety policies. These are
disseminated through training courses aimed at the various groups
of employees (new arrivals, managers, senior executives, etc.).

As TOTAL’s core value, Safety has been a component of the Group’s
employee compensation policy since 2011. A portion of the variable
compensation received by employees, as well as by senior executives
and the Chairman and Chief Executive Officer, depends on the
achievement of HSE targets (refer to point 4.3.2 of chapter 4 and
point 5.3.1 of chapter 5).

With regard to security, the Group has put in place means to analyze
threats and assess risks in order to take preventive measures to limit
its exposure to security risks in the countries where it operates.

B) Preventing occupational health risks through

improved assessment

With regard to prevention of occupational health risks, the Group
implements a policy that defines the risk assessment methodology
to be applied by all Group entities and subsidiaries. The associated
Group directive stipulates that the assessment includes chemical,
physical, biological, ergonomic and psychosocial risks, and that it
must result in the design and roll- out of an action plan. In addition, it
requires that each Group entity sets out a formal medical monitoring
procedure taking into account the requirements under local law
(frequency, type of examination, etc.) and the level of exposure of its
personnel to the various risks.

To complement this program, the Group has set up an employee
health observatory. The aim is to monitor the health of a sample of
employees in order to identify the emergence of certain illnesses
and, if applicable, suggest appropriate preventive measures. The
data is gathered anonymously during medical examinations and
covers approximately 12% of Group employees worldwide.

The Group also has a Medical Advisory Committee that meets
regularly to discuss key health issues relating to the Group’s activities.
It decides whether there is a need for additional health protection
strategies to be implemented. It consists of external scientific experts
and also brings together the Group’s senior executives and
stakeholders concerned by these issues.

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In terms of prevention, the Group has decided to make psychosocial
risk prevention a priority commitment. In 2018, the Group identified
four areas of progress worldwide:

— a minimum level of awareness and training for all;

— a system for measuring stress and the quality of the social

climate, facilitating the production of action plans;

— a system for listening to and supporting employees in difficult

situations;

— coordination of actions and monitoring of indicators.

A Quality of Life at Work and Health working group was set up in
September 2018 to coordinate and ensure the effectiveness of all of
the actions taken. Led by the Group Human Resources division, all
of TOTAL’s business segments are represented, particularly the
international medical department. Its first task is to create and roll
out a Worldwide Psychosocial Risk (PSR) Prevention program that
addresses the four areas for progress.

Regarding the priority commitment to training, a fully updated PSR
pack aimed at entity managers, prevention contributors and managers
was finalized in 2018. Approved by international experts, it has now
been translated into 11 languages and is the core material for training
on this subject. The pack consists of two guides: a methodological
guide for entity managers and anyone with a role in PSR prevention,
and a practical guide for managers to raise awareness of the
importance of the quality of life at work as a key factor in preventing
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
situations.

On a broader level, TOTAL is helping to promote individual and
collective health programs in the countries where it operates,
including vaccination campaigns and screening programs for certain
diseases (AIDS, cancer, malaria, etc.) for employees, their families
and local communities. Action is also taken regularly to raise
awareness of lifestyle risks (anti- smoking and anti- drinking campaigns,
etc.).

The Group has put in place the following indicators to monitor the
performance of its program:

Health indicators (WHRS scope)

2018 2017 2016

Percentage of employees with
specific occupational risks benefiting
from regular medical monitoring (a)

Number of occupational illnesses
recorded in the year (in accordance
with local regulations)

98% 98%

99%

154 143 108

(a) As an exception to the reporting principles described in section 5.11 of chapter 5, the 2018
rate does not include a company that did not report its data in time for the 2018 WHRS.

Reporting on occupational illnesses covers only the Group’s
personnel (WHRS scope) and illnesses reported according to the
regulations applicable in the country of operation of each entity.

Musculoskeletal disorders, the main cause of occupational illnesses
in the Group, represented 69% of all recorded illnesses in 2018,
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.

The annual Group Industrial Hygiene day held in September 2018
was dedicated to asbestos and refractory ceramic fibers.

C) 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
by TOTAL pose potential risks to the health and safety of consumers.
The Group therefore aims to meet its obligations with regard to
information and prevention in order to minimize the risks throughout
the life cycle of its products.

TOTAL’s health and products directive sets out the minimum
requirements to be observed by the Group’s entities and subsidiaries
for marketing the Group’s products worldwide in order to reduce
potential risks to consumer health and the environment. TOTAL
identifies and assesses the risks inherent to its products and their
use. The material safety data sheets (MSDS) that accompany the
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
information. All new products comply with the regulatory requirements
in the countries and markets for which they are intended.

3.5.9.3 Environment

TOTAL places the environment at the heart of its ambition of being a
responsible company. In light of the specific nature of its activities,
the Group’s operations pose risks for which TOTAL develops
structured management systems.

Environmental indicators have been monitored for many years in
order to constantly adapt the Group’s environmental protection
measures, which are presented in this section.

A) General policy and environmental targets

TOTAL considers the respect for the environment to be a priority. All
employees, at every level, must do their utmost to protect the
environment as they go about their work. TOTAL strives to control its
energy consumption, its emissions in natural environments (water,
air, soil), its residual waste production, its use of natural resources
and its impact on biodiversity. With regards to the environment,
TOTAL takes a constructive approach that is based on transparency
and dialogue when communicating with its stakeholders and third
parties.

To this end, the HSE division and the HSE departments within the
Group’s entities seek to ensure both applicable local regulations and
internal requirements resulting from the Safety Health Environment
Quality Charter and the Group’s additional commitments are
respected. Group steering bodies, led by the HSE division, are tasked
with:

— monitoring TOTAL’s environmental performance, which is
reviewed annually by the Executive Committee, for which
multi- annual improvement targets are set;

— handling, in conjunction with the business segments, the various
environment- related subjects of which they are in charge; and

— promoting the internal standards to be applied by the Group’s

operational entities.

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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

— maintain hydrocarbon content of water discharges below
30 mg/l for offshore sites and below 15 mg/l for onshore and
coastal sites;

— valorize more than 50% of the waste produced by the sites

operated by the Group.

Moreover, the Group is committed to:

— systematically develop biodiversity action plans for production

sites located in protected areas (1);

— not conducting oil and gas exploration or production operations
in the area of natural sites listed on the UNESCO World
Heritage List (2);

— 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.

since 2017;

— 100% of the Group’s oil sites have met the target for the
quality of onshore discharges since 2016 and 96% of the
Group’s oil sites have met the target for the quality of offshore
discharges in 2018;

— more than 50% of the waste produced by the sites operated

by the Group was valorized in 2018;

— 5 biodiversity action plans deployed or in preparation in 2018;

— no oil and gas exploration or production activity 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.

The Group’s internal requirements state that the environmental
management systems of its operated sites that are important for the
environment (3) must be ISO 14001 certified within two years of
start- up of operations or acquisition: 100% of these 71 sites were in
conformity in 2018. Beyond these internal requirements, at the end
of 2018, a total of 264 sites operated by the Group were
ISO 14001 certified. In 2018, the Moho Nord site (Republic of the
Congo) has been ISO 14001 certified.

All investment, divestment or acquisition projects which are submitted
to the Executive Committee for approval are assessed and reviewed
with regards to their risks and impact, particularly environmental,
before the final investment decision is made.

TOTAL seeks to ensure that all employees share its environmental
protection requirements. Employees receive training in the required
skills. TOTAL also raises employee awareness through internal
communication campaigns (e.g., in- house magazines, intranet, posters).

B) Preventing incident risks

To prevent incident risks and, in particular, major industrial events,
TOTAL carries out periodic risk assessments and implements
adapted risk- management policies and measures.

The Group has management structures and systems that present
similar requirements and expectations across all the entities. TOTAL
strives to minimize the potential impacts of its operations on people,
the environment and property through a major technological risk
management policy. This management draws on a shared approach
in all segments that includes, on the one hand, risk identification and
analysis, and on the other hand, the management of these risks.

This structured approach applies to all of the Group’s operated
businesses exposed to these risks. In addition to its drilling and
pipeline transport operations, the Group has at the end of
2018 195 sites and operating zones exposed to major technological
risks, which could cause harm or damage to people, property and
the environment, corresponding to:

— all the offshore and onshore operating activities in Exploration &

Production; and

— the Seveso classified industrial sites (upper and lower threshold)
and their equivalents outside the EU (excluding Exploration &
Production).

This approach first sets out an analysis of the risks related to the
Group’s industrial operations, on each site, based on incident
scenarios for which the probability of occurrence and the severity of
the consequences are assessed.

Second, based on these parameters, a prioritization matrix is used
to determine whether further measures are needed in addition to
compliance with the Group’s standards and local regulations. These
mainly include preventive measures but can also include mitigation
measures.

The management of major technological risks also hinges on:

— staff training and raising awareness;

— a coherent event reporting and indicators system;

— systematic, structured serious event analysis, particularly to learn

lessons in terms of design and operation;

— regularly tested contingency plans and measures.

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
Group set itself a loss of primary containment target of under 100
(Tier 1 and Tier 2) in 2018.

The target is slightly exceeded due to the inclusion of new entities in
the reporting scope. In addition to the 103 Tier 1 and Tier
2 operational events indicated in the table below, the Group recorded
four Tier 1 events and one Tier 2 event due to sabotage or theft in
2018.

Loss of primary containment (a)

2018 2017 (b) 2016 (b)

Loss of primary containment (Tier 1)

30 28 38

Loss of primary containment (Tier 2)

73 75 101

Loss of primary containment
(Tier 1 and Tier 2)

103 103 139

(a) 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.

(b) Excluding TEP Barnett in 2016 and 2017.

In accordance with industry best practices, TOTAL also monitors
accidental liquid hydrocarbon spills of more than one barrel. Spills
that exceed a predetermined severity threshold (in terms of volume
spilled, toxicity of the product in question or sensitivity of the natural
environment affected) are reviewed on a monthly basis and annual
statistics are sent to the Group Performance Management
Committee. All large spills are followed by corrective actions aimed
at returning the environment to an acceptable state as quickly as
possible. Due to their unpredictable nature, there is no quantitative
target for accidental hydrocarbon spills. Nevertheless, changes in
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

Number of hydrocarbon spills

74 62 73

Total volume of hydrocarbon
spills (thousands of m³)

0.3 0.5 0.9

(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

third party.

In order to manage a major accidental spill efficiently, the Group
implemented a global crisis management system that is primarily
based on a dedicated organization and a crisis management center
at the head office to enable the management of two simultaneous
crises. As part of this process, TOTAL regularly trains in crisis
management on the basis of risk scenarios identified through
analyses.

In particular, the Group has response plans and procedures in place
in the event of a hydrocarbon leak or spill. For accidental spills that
reach the water surface, oil spill contingency plans are regularly
reviewed and tested during exercises. These plans are specific to
each company or site and are adapted to their structure, activities
and environment while complying with Group recommendations.

Oil spill preparedness

2018 2017 2016

Number of sites whose risk analysis
identified at least one risk of major
accidental pollution
to surface water (a)

126 126 143

Proportion of those sites with an
operational oil spill contingency plan 99% 91%

99%

Proportion of those sites that have
performed at least one oil spill
response exercise during the year 86% (b) 95%

89%

For its sea and river shipment requirements, TOTAL only charters
ships and barges that meet the highest international standards. The
Group has an internal policy that lays down the process and criteria
by which ships and barges are selected (known as vetting). These
criteria are based, in particular, on the regulations, best practice and
recommendations of the OCIMF (1) and, in Europe, on the European
Barge Inspection Scheme (EBIS). Tankers and barges are vetted by
a single centralized Group entity. The average age of the Group
Shipping division’s time- chartered fleet is approximately six years.

With regard to operated marine terminals, the Group got involved in
an initiative that seeks to systematically record their physical
characteristics and store this data in a global database that forms
part of the Marine Terminal Information System (MTIS) of the OCIMF.
At the end of 2018, 95% of coastal marine terminals and 50% of
offshore terminals had submitted their characteristics, thereby making
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.

C) Limiting the environmental footprint

Wherever TOTAL conducts its business, it makes sure that it complies
with applicable laws and regulations, which the Group complements
with specific requirements and commitments when necessary. TOTAL
implements an active policy of avoiding, reducing, managing and
monitoring the environmental footprint of its operations. As part of
this policy, emissions are identified and quantified by environment
(water, air and soil) so that appropriate measures can be taken to
better control them.

(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.

In the event of accidental pollution, the Group companies can call on
in- house human and material resources (Fast Oil Spill Team, FOST)
and benefit from assistance agreements with the main third- party
organizations specialized in the management of hydrocarbon spills.

Since 2014, subsea capping and subsea containment equipment
that can be transported by air has been strategically positioned at
different points of the world (South Africa, Brazil, Norway and
Singapore) in order to provide solutions that are readily available in
the event of oil or gas eruptions in deep offshore drilling operations.
From these locations, the equipment can benefit TOTAL’s operations
worldwide. This equipment was developed by a group of nine oil
companies, including TOTAL, and is managed by Oil Spill Response
Ltd (OSRL), a cooperative dedicated to the response to marine
pollution by hydrocarbons. TOTAL has also designed and developed
its own capping system (“Subsea Emergency Response System”) to
stop potential eruptions in drilling or production operations as quickly
as possible. Since 2015, equipment has been installed in Angola,
then the Republic of the Congo, potentially covering the entire Gulf
of Guinea region.

The Group’s operations generate emissions into the atmosphere from
combustion plants and the various conversion processes and
discharges into wastewater. In addition to complying with applicable
legislation, the Group’s companies actively pursue a policy aimed at
reducing emissions. After analyses have been conducted and when
necessary, the sites introduce various reduction systems that include
organizational measures (such as using predictive models to control
peaks in sulfur dioxide (SO2) emissions based on weather forecast
data and the improvement of combustion processes management,
etc.) and technical measures (wastewater treatment plants, using
low NOX burners and electrostatic scrubbers, etc.).

For new facilities developed by the Group, impact assessments are
systematically carried out on these emissions and, if necessary,
actions are taken to limit their impact.

In 2010, SO2 emissions were 99 kt. The Group set itself the target of
not exceeding 49.5kt by 2020; it has met this target since 2017.

Chronic emissions into the atmosphere (a)

2018

2017

2016

SO2 emissions (kt)

NOx emissions (kt
)

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 &
Production, are primarily located offshore and far away from the
coast. Their impact on air quality is therefore considered to be minor.

Discharged water quality

In 2018, with regards to discharges to aquatic environments, all of
the operated sites met the onshore discharge quality target set to
restrict the impact on receiving environments.

Hydrocarbon content of offshore
water discharges (in mg/l)

2018

2017

2016

14.1 17.7 17.2

% of sites that meet the target for the
quality of offshore discharges (30 mg/l) 96% (a) 100% (a) 100% (a)

Lastly, decommissioned Group facilities operated by Group entities
or affiliates (i.e., chemical plants, service stations, mud pits or lagoons
resulting from hydrocarbon extraction operations, wasteland on the
site of decommissioned refinery units, etc.) impact the landscape
and may, despite all the precautions taken, be sources of chronic or
accidental pollution. TOTAL created a policy of evaluation, treatment
of environmental risks related to soil and groundwater and
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
the future use of the land has been determined. Remediation
operations are conducted by specialized entities created by the
Group. At the end of 2018, 123 industrial sites that were no longer in
operation (excluding service stations) were in the process of
remediation.

Hydrocarbon content of onshore
water discharges (in mg/l)

1.8 2.4 3.1

Fresh water

Sustainable use of resources

% of sites that meet the target for the
quality of onshore discharges (15 mg/l) 100% 100% 100%

(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.

In 2018, the percentage of sites conforming to the targets for quality
of offshore discharges decreased due to a site acquired as part of
the Mærsk Oil acquisition that exceeds the targets of the Group. The
water discharge from this site is minor in terms of volume and
represents less than 3% of the Group’s global offshore discharge.

The improvement in the quality of onshore water discharges in 2018
is linked to a better performance of the waste water treatment plants
at Anvers, Donges and Normandie Refineries and to the expiry of the
Mahakam license in Indonesia.

Soil

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
waste storage (refer to point 3.5.9.3.E of this chapter).

The Group’s approach to preventing and managing these types of
pollution is based on four key principles:

— preventing leaks, by implementing, as far as possible, industry

best practices in engineering, operations and transport;

— carrying out maintenance at appropriate frequency to minimize

the risk of leaks;

— overall monitoring of the environment to identify any soil and

groundwater pollution; and

— managing any pollution from previous activities by means of

containment and reduction or elimination operations.

In addition, a Group directive defines the following minimum
requirements:

— systematic identification of each site’s environmental and health
impacts related to possible soil and groundwater contamination;

— assessment of soil and groundwater contamination based on
various factors (extent of pollution inside or outside the site’s
boundaries, nature and concentrations of pollutants, presence
of a vector that could allow the pollution to migrate, use of the
land and groundwater in and around the site); and

— management of health or environmental impacts identified
based on the use of the site (current or future, if any) and the risk
acceptability criteria recommended by the World Health
Organization (WHO) and the Group.

The Group’s activities, mainly those of Refining & Chemicals, and to
a lesser extent those of the Exploration & Production, Gas,
Renewables & Power segments, may potentially have an impact on,
as well as be dependent of, water resources. This is especially true
when an activity is located in a water resources sensitive environment.

Fully aware of these challenges, TOTAL implements the following
water risk management actions:

1. monitor water withdrawals to identify priority sensitive sites and

then carry out a risk assessment;

improve the water resources management depending on
identified needs, by adapting the priority sites’ environmental
management system.

In order to identify the priority facilities, TOTAL records the withdrawal
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
WRI (1) Aqueduct tool (currently 9.7% (2) of fresh water withdrawals
take place in a global water stress area).

In addition, TOTAL assesses water resources risk levels of priority
facilities which are those that withdraw more than 500,000 m³ per
year and are located in areas potentially exposed to water resource
risks, using the Local Water Tool (LWT) for Oil & Gas from the Global
Environmental Management Initiative (GEMI). This tool also helps to
guide the actions taken to mitigate any risks in order to make optimal
use of water resources on these sites.

Globally, the sites operated by the Group are not particularly exposed
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
(11 Refining & Chemicals, 3 Exploration & Production, 2 Gas,
Renewables & Power). Following this assessment, two sites were
identified as being at risk and were reported to the CDP. This analysis
process is expected to be extended to other current priority sites,
including eight additional sites that have been identified.

In 2018, the Group answered the CDP Water survey for the 2017
period and was graded A- . The main indicator used in this reporting
is aggregated withdrawal.

Water-r elated indicator (a)

2018

2017 2016

Fresh water withdrawals excluding
cooling water and rain water (million m³)

116

123

(a) Refer to point 5.11 of chapter 5 for the scope of reporting.

Soil

TOTAL uses the ground surface that it needs to safely conduct its
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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Risk Factors 3

The Board of Directors meeting of March 13, 2019 decided to change
the criteria for the determination of the variable portion of the
Chairman and Chief Executive Officer’s compensation for the year
2019. Among others, a quantifiable criteria related to the evolution of
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
environments.

The Group is fully aware of this challenge and takes biodiversity and
ecosystems into account during its projects and operations. In
July 2018, and within the framework of the Act4Nature initiative, the
Group made 16 biodiversity commitments to make this policy more
tangible. The 16 commitments are described in the biodiversity
brochure available on the website sustainable- performance.total.com.
There are 10 general commitments common to all of the signatory
companies and an additional 6 commitments specific to TOTAL,
some of which existed before the initiative. These differentiate the
Group from its competitors.

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.
He relies on the President, Group Strategy- Innovation, who is a
member of the Executive Committee, to whom the Senior Vice
President Strategy & Climate, and the Senior Vice President Climate
report (refer to the Group organization chart in chapter 1). The Senior
Vice President Climate chairs the Climate- Energy steering Committee,
which mainly includes representatives of Strategy and HSE
management from the various business segments. The mission of
this Committee consists of structuring the Group’s approach to the
climate.

3.5.9.4 Climate

TOTAL’s ambition is to become the responsible energy major. The
Group is committed to contributing to the United Nations Sustainable
Development Goals, particularly with regards to those subjects that
are connected to climate change and the development of more
available and cleaner energy for as many people as possible.

In order to make an effective contribution to the climate change
issue, TOTAL relies on an organization and structured governance
framework to make sure climate- related challenges are fully integrated
into the Group’s strategy. Consequently, the Group has a robust
strategy and implements a structured risk management system.

In line with the multiple situations encountered in the field, and while
supporting the Group’s governance bodies, the Strategy and Climate
division shapes the Group’s approach to climate change while
working with the operational divisions of the Group’s business
segments. By monitoring indicators, progress can be measured and
the Group’s actions can be adjusted.

A) Governance

TOTAL has an organization and structured governance framework to
make sure climate- related challenges are fully integrated into the
Group’s strategy. Since September 2016, its organization includes a
Strategy- Innovation corporate division, which includes the Strategy
& Climate division as well as the Gas, Renewables & Power business
segment, whose President is a member of the Executive Committee.

Oversight by the Board of Directors

TOTAL’s Board of Directors ensures that climate- related issues are
incorporated into the Group’s strategy and examines climate change
risks and opportunities during the annual strategic outlook review of
the Group’s business segments.

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.

Aware of the importance of climate- change challenges faced by the
Group, the Board of Directors decided, in 2016, to introduce changes
to the variable compensation of the Chairman and Chief Executive
Officer to take better account of the achievements of Corporate
Social Responsibility (CSR) and the Group’s HSE targets. For fiscal
year 2018, the importance given to these criteria rose further: CSR
performance is assessed by considering the extent to which climate
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.

B) Strategy

Identification of climate-related risks and opportunities

The identification of climate-related risks forms an integral part of the
analysis of investment projects. The impact of these risks is also
examined for the Group asset portfolio as a whole. These risks are
presented in detail in point 3.1.2 of this chapter.

In order to ensure the viability of its projects and long-term strategy
in light of the challenges raised by climate change, the Group
integrates, into the financial evaluation of investments presented to
the Executive Committee, either a long-term CO2 price of $30 to $40
per ton (depending on the price of crude), or the actual price of CO2
in a given country if higher.

TOTAL has five major levers to integrate climate in its strategy.

1) Improving energy efficiency

Optimizing the energy consumption of its operated facilities is TOTAL’s
first lever to reduce emissions. The Group therefore aims to improve
the energy efficiency of its operated facilities by an average of 1%
per year over the 2010- 2020 period, at a time when exploration is
becoming increasingly complex. This indicator is described in point
3.5.9.4.D of this chapter.

TOTAL uses appropriate architectures and equipment and introduces
technological innovations. For example, on offshore production
barges, offshore platforms and onshore facilities, heat recovery
systems at gas turbine exhausts have been implemented thereby
avoiding the need for furnaces or boiler systems.

2) Growing in natural gas

To respond responsibly to the strong rise in demand for electricity,
TOTAL remains committed to gas, whose CO2 emissions are half
those of coal when used to generate electricity (1).

The Group wishes to be present throughout the whole gas chain,
from production to end customer. Significant operations have taken
place in the upstream and the downstream to make this possible.
Upstream, TOTAL has acquired a stake in the giant Yamal LNG
project in the north of Russia. The Group has also acquired the LNG
assets of Engie. These two complementary portfolios allow for the
management of a volume of nearly 40 Mt of LNG as from 2020.
Downstream, the Group has made strategic acquisitions, such as
Direct Énergie and Lampiris, gas and electricity suppliers on the
French and Belgian markets, and has developed Total Spring, which
was launched in 2017 on the French market.

(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
acquiring a 25% stake in Clean Energy Fuels Corp., one of the
leading distributors of gas fuel for HGVs in the United States, and by
signing a contract with CMA - CGM, the first shipping company to
equip its transcontinental container ships with LNG- powered engines.

Strengthening the position of gas in the energy mix must however be
accompanied by a greater focus on control of methane emissions.
To preserve the advantage that gas offers in terms of GHG emissions
compared to coal for electricity generation, it is necessary to strictly
reduce the methane emissions associated with the production and
transportation of gas. In 2018, TOTAL’s methane emissions are kept
below 0.25% of the commercial gas produced (1). TOTAL’s target is
to sustainably reduce the intensity of its methane emissions of its
operated facilities in the Exploration & Production segment to less
than 0.20% of commercial gas produced by 2025.

The Group has been a member since 2014 of the partnership
between governments and industrial companies for the improvement
of tools to measure and control methane emissions set up by the
Climate and Clean Air Coalition and promoted by UN Environment
and the non- profit organization Environmental Defense Fund. The
Group also took several actions as part of the Oil & Gas Climate
Initiative and signed the guiding principles on the reduction of
methane emissions on the gas value chain (2).

3) Developing a profitable low- carbon electricity business

TOTAL is developing along the whole of the low- carbon electricity
value chain, from electricity generation, storage and sale to the end
customer. As demand for electricity is expected to grow strongly in
the coming decades, TOTAL intends to become a major player in
this segment. To meet this target, TOTAL plans to invest $1.5 to
$2 billion per year. In 2018, the Group completed the acquisition of
Direct Énergie, a French electricity supplier, for nearly €2 billion. With
regards to the generation of electricity, TOTAL aims at holding a
production capacity of 10 GW of low- carbon electricity by 2023.
In 2018, TOTAL acquired four combined- cycle natural gas power
plants in France with a global capacity of 1.6 GW. Refer to chapter 2
for further information on recent acquisitions.

4) Developing sustainable biofuels

A pioneer in biofuels for more than 20 years, TOTAL is now one of
Europe’s major actors with 2.4 Mt (3) blended sustainable biofuels in
2018 for a worldwide distribution of 3.2 Mt.

Furthermore, TOTAL produced 0.1 Mt of sustainable biofuels in its
refineries in 2018. Production at La Mède factory is scheduled to
start in 2019. It has a capacity of 0.5 Mt per year of hydrotreated
vegetable oil (HVO) based on sustainable certified charges, the Group
intends to reach a market share of over 10% in Europe. Biofuels that
are currently available are mainly made with vegetable oil and sugar.

For more than 10 years, TOTAL’s R&D teams have developed
technologies that have broadened the range of usable resources,
while also meeting the need for sustainability. The consortium BioTFuel
is working on, for example, the development of lignocellulose (plant
waste).

5) Investing in carbon sink businesses

Carbon storage is key to achieving carbon neutrality in the second
half of the 21st century. TOTAL is focusing, on the one hand, on
developing CCUS and, on the other, on preserving and restoring the
capacity of ecosystems to act as carbon sinks. CCUS is vital for
several industries, especially those that emit massive amounts of CO2
due to the nature of their business (cement, steel, etc.). TOTAL
allocates significant resources to this area by dedicating up to 10%
of the Group’s R&D budget to it. Several projects have made
substantial progress in recent months. Northern Lights (Norway) is a
project in which the Group participates alongside Equinor and Shell.
TOTAL is also a partner of the Clean Gas Project (UK), together with
the OGCI’s investment fund and a few companies of the sector (4).

TOTAL announced in February 2019 the creation of an entity
dedicated to investments in natural carbon sinks, composed of
experts in environment and agronomy, with an investment budget
$100 million per year from 2020 onwards. Furthermore, actions of
preservation and restoration of the forest are currently conducted
(refer to point 5.9 of chapter 5 where presented the Total Foundation
program carried mainly by the Fondation d’entreprise Total ).

Sector initiatives and international framework

TOTAL is also in various sector initiatives on the main challenges
raised by climate change. Indeed, tackling climate change requires
cooperation between all actors, from both public and private sectors.

Thus, in 2014, TOTAL decided to join the call of the UN Global
Compact, which encourages companies to consider a CO2 price
internally and publicly support the importance of such a price via
regulation mechanisms suited to the local context. In particular,
TOTAL advocates the emergence of a balanced, progressive
international agreement that prevents the distortion of competition
between industries or regions of the world. Drawing attention to
future constraints on GHG emissions is crucial to changing the energy
mix. TOTAL therefore encourages the setting of a worldwide price
for each ton of carbon emitted, while ensuring fair treatment of
“sectors exposed to carbon leakage” (as defined by the EU). In
addition, TOTAL is working with the World Bank as part of the Carbon
Pricing Leadership Coalition (CPLC). In June 2017, TOTAL became
a founder member of the Climate Leadership Council, an initiative
that calls for the introduction of a “carbon dividend”, namely, a
redistribution mechanism that would tax the biggest fossil fuel
consumers (a population’s wealthiest citizens) in order to pay a
dividend to the entire population.

In 2014, TOTAL was actively involved in launching and developing
the Oil & Gas Climate Initiative (OGCI), a global industry partnership.
At year- end 2018, this initiative involved 13 major international energy
players. Its purpose is to share experiences, advance technological
solutions and catalyze meaningful action in order to assist the
evolution of the energy mix in a manner that takes into account
climate change issues. Launched in 2017, the OGCI Climate
Investments fund, which has access to over $1 billion over 10 years,
invests in technology that significantly cuts emissions. The fund’s
initial investments notably are: a large- scale industrial CO2 capture
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 development of new state- of- the- art energy companies, since
2017 within the Breakthrough Energy Coalition (BEC), a group of
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.

C) Targets and metrics to measure climate- related risks

TOTAL has set itself targets and introduced a number of indicators
to coordinate its performance.

The Group also plays a role in various international initiatives that
involve the private and the public sectors to bring about
(non- exhaustive list):

— carbon pricing within Caring for Climate – United Nations Global

Compact, and the Paying for Carbon call;

— the end of routine flaring of gas associated to oil production
within the World Bank’s Zero Routine Flaring by 2030 initiative;

— greater

transparency, while

the
recommendations of the G20 Financial Stability Board on climate,
and of the Task Force on Climate- related Financial Disclosures
(TCFD);

into account

taking

The Group’s climate targets:

What has been accomplished:

— an 80% reduction of routine flaring (1) on operated facilities
between 2010 and 2020 in order to eliminate it by 2030;

— more than 80% reduction in routine flaring between 2010 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
emissions of the Exploration & Production segment’s operated
facilities to less than 0.20% of gas produced for sale, by 2025;

— a GHG emission reduction (Scopes 1 & 2) on operated oil &
gas facilities of 46 Mt CO2e in 2015 to less than 40 Mt CO2e
in 2025.

— an intensity of the methane emissions below 0.25% of the

commercial gas produced in 2018;

— a GHG emission reduction (Scopes 1 & 2) on operated oil &
gas facilities from 46 Mt CO2e to 42 Mt CO2e between 2015
and 2018.

Indicators related to climate change

SCOPE 1 Direct greenhouse- gas emissions (operated scope)

Mt CO2e

40 38 41 42

2018 2017 2016 2015

Breakdown by segment

Exploration & Production

Gas, Renewables & Power

Refining & Chemicals

Marketing & Services

SCOPE 1 Direct greenhouse- gas emissions based on the Group’s equity interest

SCOPE 2 Indirect emissions attributable to energy consumption by sites

GHG emissions (Scopes 1 & 2) on operated oil & gas facilities

Mt CO2e

18 17 19 19

21 21 22 22

< 1

54 50 51 50

42 41 45 46

Net primary energy consumption (operated scope)

TWh

143 (a) 142 150 153

Group energy efficiency indicator

Daily volume of all flared gas (Exploration & Production operated scope)
(including safety flaring, routine flaring and non- routine flaring)

Of which routine flaring

Base 100
in 2010 88.4 85.7 91.0 90.8

Mm3/d

6.5 5.4 7.1 7.2

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
once a year, and TOTAL’s response to the CDP Climate Change
questionnaire is posted on the Group’s website (sustainable-
performance.total.com). For its 2018 reporting regarding 2017
activities, the Group received an A-.

Flaring

facilities by 2030. An 80% reduction target was set for 2020
compared to 2010, in other words, an average of 1.5 Mm3/d. This
target has been met since 2017.

Furthermore, as part of the Global Gas Flaring Reduction program,
TOTAL has worked alongside the World Bank for over 10 years to
help producing countries and industrial players control flaring of gas
associated to oil production.

The increase in flaring linked to oil production in 2018 is due to
acquisition and startup of new sites.

(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
consumption. Since the beginning of 2013, a Group directive has
defined the requirements to be met at operated sites using more
than 50,000 tons of oil equivalent per year of primary energy
(approximately 40 sites). At end 2018, all the concerned sites reported
compliance or had taken steps to comply with this directive. The aim
is to ensure that 100% sites using more than 50,000 tons of oil
equivalent per year by the end of 2020 have an Energy Management
System auditable, such as the ISO 50001 on energy management (1).
A certain number of sites that use less energy have, voluntarily, taken
measures to become ISO 50001 certified.

Energy efficiency is a key factor for the improvement of economic,
environmental and industrial performance. Since 2013, the Group
has used a Group Energy Efficiency Index (GEEI) to assess its
performance in this area. It consists of a combination of energy
intensity ratios (ratio of net primary energy consumption to the level
of activity) per business.

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
design, the base value of the GEEI was defined as 100 in 2010 and
the target is to reach 90.4 in 2020. This target has been met since
2017.

Through the “Total Ecosolutions” program, the Group is developing
innovative products and services that perform above market
standards on the environmental front. At year- end 2018, 97 products
and services bore the “Total Ecosolutions” label. The CO2 eq
emissions avoided throughout the life cycle by the use of “Total
Ecosolutions” products and services, compared to the use of
benchmark products on the market and for an equivalent level of
service, are measured annually based on sales volumes. This
represented 1.75 Mt CO2e in 2018.

GHG emissions

The Group has reduced by 25% the GHG emissions produced by its
operated activities since 2010. This reduction was reached thanks to
notably reducing flaring and improving energy efficiency.

In February 2019, TOTAL announced a target to decrease the GHG
emissions (Scopes 1 & 2) on its operated oil & gas facilities to less
than 40 Mt CO2e in 2025.

3.5.9.5 Contractors and suppliers

TOTAL’s activities generate hundreds of thousands of direct and
indirect jobs worldwide. Present in more than 130 countries, the
Group currently works with a network of more than 100,000 suppliers
of goods and services worldwide. In 2018, the Group’s purchases of
goods and services (excluding petroleum products and vessel
chartering by Trading & Shipping) represented approximately
$29 billion (2) worldwide. The allocation of expenditures on the Group
level is approximately 32% for goods (products, materials, etc.) and
approximately 68% for services (in particular consulting services,
work with supply of materials, transport, etc.).

TOTAL’s success as a responsible company is played out all along
its value chain, and the Group is convinced of the importance of
working with suppliers that respect human rights and take care of
their employees. The Group expects its suppliers to adhere to
principles equivalent to those in its own Code of Conduct, as set out
in the Fundamental Principles of Purchasing directive. To this end,
the Group wanted the management of its supplier relations to be
coordinated by the dedicated cross- functional “Total Global
Procurement” entity, which is tasked, in particular, with delivering
Purchasing services and assisting the Group’s entities and sites,
mainly in Exploration & Production, Refining & Petrochemicals,
Marketing & Services and Gas, Renewables & Power. This approach
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.

The Group ensures that contractual conditions are negotiated in an
equitable manner with its suppliers. The Code of Conduct restates
this requirement and the three essential principles that guide TOTAL’s
relations with its suppliers: dialogue, professionalism and the
fulfillment of commitments.

These principles are also set forth in the Fundamental Principles of
Purchasing, launched in 2010, that specify the commitments that
TOTAL expects its employees and suppliers to adhere to in the
following areas: respect for human rights at work, the protection of
health, safety and security, preservation of the environment,
prevention of corruption, and conflicts of interest and the fight against
fraud, respect for competition law, as well as the promotion of
economic and social development. These principles were drawn up
in keeping with the fundamental principles defined in particular in the
United Nations Universal Declaration of Human Rights, the
conventions of the International Labor Organization, the United
Nations Global Compact and the OECD Guidelines for Multinational
Enterprises.

Furthermore, a Sustainable Procurement road map defines TOTAL’s
guidelines in this area. A Sustainable Procurement Committee
regularly brings together the Management Committee of Total Global
Procurement and the Civil Society Engagement (including the Human
Rights Department), HSE and Legal divisions as well as the Ethics
Committee. It is tasked with monitoring the implementation of the
Group’s Sustainable Procurement road map.

Employee awareness- raising actions and training

TOTAL has set up a number of channels of communication to raise
employee awareness of the risks and issues related to its supply
chain. Training modules explaining the Group’s ethical commitments
and the Fundamental Principles of Purchasing have been developed
for and made available to Group procurement representatives. In
2018, 196 procurement representatives were trained on respect of
human rights and working conditions by suppliers, and 250 on
anti- corruption rules.

The Group provides its procurement representatives with supporting
materials, such as the “Sustainable Purchasing Awareness Cards”
that recap human rights at work and identify the purchaser practices
that must alert them. A set of communication tools intended to help
procurement representatives to enter discussions on the Fundamental
Principles of Purchasing was also distributed within Total Global
Procurement. The materials used in the annual performance review
have been revised to include a section on human rights.

In June 2018, the International Procurement Days brought together
the 170 procurement representatives present in 41 countries. The
Fundamental Principles of Purchasing were distributed during the
event and the internal supplier qualification and audit processes were
presented.

With respect to the development of good practices in business
relations, TOTAL also launched an initiative to raise its employees’
awareness of mediation as an alternative method for resolving
disputes. Since 2013, a training day run by professional mediators to
raise awareness of mediation has been organized in French and
English. In 2017, an open day for employees of the Group, lawyers
and suppliers, enabled participants to learn about the benefits of
mediation. A brochure designed to increase awareness of the
mediation process is available to all Group employees. In addition,
an email address is available on the Group website (under “Suppliers”).
The Group’s suppliers can contact the internal supplier mediator
using a generic email address (mediation.fournisseurs@total.com).
The internal mediator is tasked with facilitating relations between the
Group and its French and international suppliers. The general
purchasing terms and conditions also mention the possibility of
recourse to mediation.

(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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B) Extension of the Group’s policy to the supply chain

Supplier awareness- raising actions

RISKS AND CONTROL

Risk Factors 3

TOTAL expects its suppliers to:

— adhere to the Fundamental Principles of Purchasing and ensure

that they are adhered to in their activities;

— accept to be audited according to these principles;

— remain attentive to the everyday working conditions of their

employees and their suppliers’ employees;

— ensure that their own suppliers and subcontractors adhere to

these Fundamental Principles of Purchasing;

— refer to the Group Ethics Committee when in doubt or in the

event of any malfunction.

The rules set out in these Principles must be included or transposed
into the agreements concluded with suppliers. To this end, these
Principles are available for consultation by all suppliers in both French
and English on TOTAL’s website (under “Suppliers”).

The supplier qualification process

The supplier qualification process was harmonized at Group level in
2017 by Total Global Procurement. A new internal framework was
published in 2018. A new computerized qualification tool will gradually
be rolled out starting in 2019, with a planned scope of 107 countries
thus far.

It will be used to automate and document the supplier qualification
process, which unfolds in four stages:

1. confirmation of interest;

2. a risk pre- analysis to decide whether an in- depth analysis of
each criterion is necessary (HSE, anti- corruption, societal,
financial, technical);

3. determination of the qualification status;

4. monitoring and renewal of qualification. Qualifications are valid

for three years.

The supplier assessment process

Simultaneously, the Group has set up a supplier assessment process
to identify and prevent risks of severe impacts on human rights and
fundamental freedoms, human health and safety. Thus, since 2016,
the Group started conducting campaigns to audit working conditions
amongst its suppliers. These audits are conducted by a specialized
service provider, with which TOTAL signed a framework contract in
2016.

Since 2017, the Group has been rolling- out specific training for Group
purchasers to evaluate suppliers with respect to human rights.

Moreover, in September 2018, TOTAL, BP, Equinor and Shell
announced their intention to develop a common collaborative
approach to assess the respect of human rights by their suppliers.
The partner companies are convinced of the importance of working
with suppliers that respect human rights, on the one hand, and take
good care of their employees, on the other. The goal of this common
approach is to encourage the improvement of working conditions in
the supply chain of the companies involved. This initiative addresses
the United Nations SDG N° 8: “to promote sustained, inclusive and
sustainable economic growth, full and productive employment and
decent work for all”.

The deployment of the anti- corruption policy in purchasing continued
in 2017 with awareness- raising sessions for strategic suppliers at
the Suppliers Day. This event gathered more than 100 suppliers that
are considered to be strategic in view of their contribution to Group
operations. In addition to numerous initiatives taken in previous years,
in 2018 approximately 229 suppliers underwent an anti- corruption
analysis through the issuing of specific questionnaires, completed, in
some cases, by external inspections.

Every year, one of the departments of the IPO (TOTAL IPO in
Shanghai, China) organizes a compliance day and invites one of its
approved suppliers. It can explain the actions it takes regarding
anti- corruption compliance, the concrete problems encountered and
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
December (refer also to point 5.8.1 of chapter 5).

Finally, pursuant to Rule 13p- 1 of the Securities Exchange Act of
1934, as amended, which implemented certain provisions of the
Dodd- Frank Wall Street Reform and Consumer Protection Act of
2010, TOTAL has submitted since 2014 to the SEC an annual
document relating to “conflict minerals” (1) sourced
from the
Democratic Republic of the Congo or an adjoining country. The
document indicates whether, during the preceding calendar year,
any such minerals were necessary to the functionality or production
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
rule’s obligation to publish this information is to prevent the direct or
indirect funding of armed groups in central Africa. For more
information, refer to TOTAL’s most recent publication available at:
sustainable- performance.total.com or www.sec.gov.

C) The Group’s responsible procurement commitments

Since 2010, TOTAL is a signatory to the French Economy and
Finances Ministry’s Sustainable Supplier Relations Charter, which
aims to allow more sustainable and balanced relations between
customers and suppliers.

Worldwide, a CSR global agreement monitoring Committee (known
as the “FAIR Committee”) meets every year in the presence of
representatives who are members of trade unions affiliated with the
IndustriALL Global Union and appointed by this federation to monitor
and implement the agreement. It identifies good practice and areas
for improvement. In application of the areas for improvement defined
by this Committee, the programs mentioned earlier have already
been set up: Suppliers Day, International Procurement Day and
trainings in human rights for purchasers.

Since 2018, TOTAL has been a member of the United Nations Global
Compact platform on Decent Work in Global Supply Chains, and, in
this capacity, takes part in various workshops that aim to help the
member companies of the Global Compact to make progress in this
area. In December 2018, the Group committed to pursuing its efforts
in terms of decent work and respecting human rights in its supply
chain by signing the “Six Commitments” of the United Nations Global
Compact.

The Group’s buyers also take part in international working groups on
responsible procurement. TOTAL is an active member of IPIECA’s
Supply Chain Working Group. Building on the workshops held since
2015, TOTAL continued to participate in the Operationalization of the
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.

Registration Document 2018 TOTAL

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3 RISKS AND CONTROL

110

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REPORT ON CORPOR
GOVERNANCE

ATE

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

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

4.5

Statutory auditors’ report on related party agreements and commitments

173

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111

REPORT ON CORPORATE GOVERNANCE

Administration and management bodies

The information set out in this chapter forms the Board of Directors’
report on corporate governance, produced pursuant to Article
L. 225- 37 of the French Commercial Code. This report has been
prepared on the basis of the deliberations of the Board of Directors,
and with the assistance of several of the Company’s corporate

functional divisions, including in particular the Legal, Finance and
People & Social Responsibility Departments. After the sections
relevant to their respective duties were reviewed by the Governance
and Ethics Committee and the Compensation Committee, the report
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

directors

average age
of directors

Lead
Independent
Director

5.2

average years
of service
of the Board

director
representing
employee
shareholders

director
representing
employees

45.5%

women (b)

54.5%

men (b)

90%

independent
directors (a)

nationalities
represented

(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
members include a director representing employee shareholders
elected on the proposal of the shareholders specified in Article
L. 225- 102 of the French Commercial Code, in accordance with
the provisions of Article L. 225- 23 of the French Commercial
Code (hereafter referred to as the “director representing employee
shareholders”) and a director representing employees appointed by
the Central Works Council (replaced since December 2018 by the
Central Social and Economic Committee) of UES Amont – Global
Services – Holding in accordance with the provisions of Article
L. 225- 27- 1 of the French Commercial Code and the Company’s
bylaws.

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).

Ms. Patricia Barbizet has served as Lead Independent Director since
December 19, 2015. Her duties are specified in the Rules of
Procedure of the Board of Directors (refer to point 4.1.2.1 of this
chapter).

Directors are appointed for a three- year period (Article 11 of the
Company’s bylaws). The terms of office of the members of the Board
are staggered to space more evenly the renewal of appointments
and to ensure the continuity of the work of the Board of Directors
and its Committees, in accordance with the recommendations of the
AFEP-MEDEF Code, which the Company refers to. The profiles,
experience and expertise of the directors are detailed in the
biographies below.

112

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Overview of the Board of Directors

Appendix 3 of the AFEP- MEDEF Code

REPORT ON CORPORATE GOVERNANCE

Administration and management bodies 4

Personal information

Experience

Position on the Board

Age Gender Nationality

Number of
directorships
held at listed
corporations (a)

Number
of shares

Indepen-
dence

Initial
date of
appointment

Term of
ofce
expires

Length of
service
on the
Board

127,617

2015

2021

Patrick Pouyanné
Chairman and
Chief Executive Officer

Patrick Artus

Patricia Barbizet
Lead Independent Director

67 M

Marie- Christine Coisne- Roquette 62

Mark Cutifani

Maria van der Hoeven

Anne- Marie Idrac

Gérard Lamarche

Jean Lemierre

Renata Perycz
Director representing
employee shareholders

60 M

1,000

1,050

4,472

2,000

1,000

1,250

3,064

1,042

2009

2021

2008

2020

2011

2020

2017

2020

2016

2019

2012

2021

2012

2019

2016

2019

549

n/a

2016

2019

Participation
in Board
Committees

Christine Renaud
Director representing employees

Carlos Tavares

200

1,000

n/a

2017

2020

2017

2020

(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

4 members
100% independent

Marie- Christine
Coisne- Roquette*
Patrick Artus
Maria van der Hoeven
Gérard Lamarche

Governance and
Ethics Committee

4 members
100% independent

Patricia Barbizet*
Mark Cutifani
Anne- Marie Idrac
Jean Lemierre

Compensation
Committee

5 members
100% independent (a)

Gérard Lamarche*
Patricia Barbizet
Marie- Christine
Coisne- Roquette
Renata Perycz (b)
Carlos Tavares

Strategy & CSR
Committee

6 members
80% independent (a)

Patrick Pouyanné*
Patrick Artus
Patricia Barbizet
Anne- Marie Idrac
Jean Lemierre
Christine Renaud (c)

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4 REPORT ON CORPORATE GOVERNANCE

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)
OSM of 05/29/2019

Ms. Lise Croteau (a)
OSM of 05/29/2019 (b)

Ms. Maria van der Hoeven (a)
OSM of 05/29/2019 (b)

Ms. Renata Perycz (c)
OSM of 05/29/2019

Audit Committee

Governance and
Ethics Committee

Compensation Committee

Strategy & CSR Committee -

Director representing
employee shareholders
OSM of 05/29/2019 (d)

Mr. Mark Cutifani (a)
06/01/2018

Mr. Carlos Tavares (a)

06/01/2018

Ms. Christine Renaud (e)

06/01/2018

Mr. Jean Lemierre (a)
OSM of 05/29/2019 (b)

(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
advisor to the Prime Minister – Édouard Balladur – in the fields of the Environment and Industry from 1993 to 1995,
Chief of staff for the Minister for Information and Aerospace Technologies – François Fillon – from 1995 to 1996).
In January 1997, he joined TOTAL’s Exploration & Production division, first as Chief Administrative Officer in Angola,
before becoming Group representative in Qatar and President of the Exploration and Production subsidiary in that
country in 1999. In August 2002, he was appointed President, Finance, Economy and IT for Exploration & Production.
In January 2006, he became 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,
Mr. Pouyanné was appointed Deputy General Manager, Chemicals, and Deputy General Manager, Petrochemicals.
In January 2012, he became President, Refining & Chemicals and a member of the Group’s Executive Committee.

On October 22, 2014, he became Chief Executive Officer of TOTAL S.A. and Chairman of the Group’s Executive
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.*

Born on June 24, 1963
(French)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 29, 2015

Date last reappointed:
Ordinary Shareholders’
Meeting of June 1, 2018

Expiry date of term of
office: 2021 Ordinary
Shareholders’ Meeting

Number of TOTAL
shares held: 127,617
Number of Total
Actionnariat France
collective investment
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:
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

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

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)
and the Institut d’Études Politiques de Paris, Mr. Artus began his career at INSEE (the French National Institute
for Statistics and Economic Studies) where his work included economic forecasting and modeling. He then
worked at the Economics Department of the OECD (1980), later becoming the Head of Research at the ENSAE
from 1982 to 1985. He was scientific advisor at the Research Department of the Banque de France, before
joining the Natixis Group as the head of the Research Department, and has been a member of its Executive
Committee since May 2013. He is an associate professor at the Paris School of Economics. He is also a
member of the Cercle des Économistes.

Main function: Head of the Research Department and member of the Executive Committee of Natixis*

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

Within the Natixis group
— Head of the Research Department and member of the Executive Committee of Natixis*

Outside the Natixis group
— Director of TOTAL S.A.* and member of the Audit Committee and the Strategy & CSR Committee
— Director of IPSOS*

Directorships that have expired in the previous five years

None

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

A graduate of École Supérieure de Commerce de Paris (ESCP- Europe) in 1976, Patricia Barbizet started her
career in the Treasury division of Renault Véhicules Industriels, and then as CFO of Renault Crédit International.
In 1989, she joined the group of François Pinault as CFO, and was CEO of Artémis, the Pinault family’s investment
company, between 1992 and 2018. She was also CEO and Chairwoman of Christie’s from 2014 to 2016.

Patricia Barbizet was Vice Chairwoman of the Board of Directors of Kering and Vice Chairwoman of Christie’s
plc. She has been a member of the Board of Directors of TOTAL S.A. since 2008, and was a director of
Bouygues, Air France-KLM and PSA Peugeot-Citroën. She chaired the Investment Committee of the Fonds
Stratégique d’Investissement (FSI) from 2008 to 2013.

Main function: Chairwoman of Temaris et Associés SAS since October 2018

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

Within the Artémis group
— Director of Artémis until July 2018
— Chief Executive Officer of Artémis until January 2018
— Deputy Chairwoman of Christie’s International plc until January 2018
— Director and Vice Chairwoman of the Board of Directors of Kering S.A.* until December 2018
— General Manager (non- executive) and member of the Supervisory Board of Financière Pinault until January 2018
— Permanent representative of Artémis, member of the Board of Directors of Agefi until January 2018
— Permanent representative of Artémis, member of the Board of Directors of Sebdo le Point until January 2018

Born on October 14,
1951 (French)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 15, 2009

Date last reappointed:
Ordinary Shareholders’
Meeting of June 1, 2018

Expiry date of term of
office: 2021 Ordinary
Shareholders’ Meeting

Number of TOTAL
shares held: 1,000
(as of 12/31/2018)

Business address:
Natixis
47 quai d’Austerlitz
75013 Paris – France

Born on April 17, 1955
(French)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 16, 2008

Date last reappointed:
Ordinary Shareholders’
Meeting of May 26,
2017

Expiry date of term of
office: 2020 Ordinary
Shareholders’ Meeting

Number of TOTAL
shares held: 1,050
(as of 12/31/2018)

Business address:
Temaris
40 rue François 1er,
75008 Paris – France

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4 REPORT ON CORPORATE GOVERNANCE

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
a Specialized Law Certificate from the New York bar, she started her career as an attorney in 1981 at the Paris
and New York bars, as an associate of Cabinet Sonier & Associés in Paris. In 1984, she became a member of
the Board of Directors of Colam Entreprendre, a family holding company that she joined full time in 1988. As
Chairwoman of the Board of Colam Entreprendre and the Sonepar Supervisory Board, she consolidated family
ownership, reorganized the Group structures and reinforced the shareholders’ Group to sustain its growth
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
Chairwoman and Chief Executive Officer. Formerly a member of the Young Presidents’ Organization (YPO), she
served the MEDEF (France’s main employers’ association) as Executive Committee member for 13 years and
was Chairwoman of its Tax Commission from 2005 to 2013. She was a member of the Economic, Social and
Environmental Council from 2013 and 2015 and is currently a Director of TOTAL S.A.

Main function: Chairwoman of Sonepar S.A.S.

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

Within the Sonepar group
— Chairwoman of Sonepar S.A.S.
— Chairwoman of the Corporate Board of Sonepar S.A.S.
— Chairwoman and Chief Executive Officer of Colam Entreprendre
— Legal representative of Sonepar S.A.S., Chairperson of Sonepar International
— Legal representative of Sonepar S.A.S., director of Sonepar France S.A.S.
— 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

Born on November 4,
1956 (French)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 13, 2011

Date last reappointed:
Ordinary Shareholders’
Meeting of May 26,
2017

Expiry date of term of
office: 2020 Ordinary
Shareholders’ Meeting

Number of TOTAL
shares held: 4,472
(as of 12/31/2018)

Business address:
Sonepar
25 rue d’Astorg
75008 Paris – France

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Administration and management bodies 4

MARK CUTIFANI

Independent director
Member of the Governance and Ethics Committee

Biography & Professional Experience

Born on May 2, 1958
(Australian)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 26, 2017

Expiry date of term of
office: 2020 Ordinary
Shareholders’ Meeting

Number of TOTAL
shares held: 2,000
(as of 12/31/2018)

Business address:
Anglo American
plc Group,
20 Carlton House
Terrace,
London, SWY5AN
United Kingdom

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
of experience in the mining industry in various parts of the world, covering a broad range of products. Mark
Cutifani is a non- executive director of Anglo American Platinum Limited, Chairman of Anglo American South
Africa and Chairman of De Beers plc. He previously held the post of Chief Executive Officer of AngloGold Ashanti
Limited. Before joining AngloGold Ashanti, Mr. Cutifani was COO responsible for global nickel business of Vale.
Prior to that, he held various management roles at Normandy Group, Sons of Gwalia, Western Mining Corporation,
Kalgoorlie Consolidated Gold Mines and CRA (Rio Tinto).

Mr. Cutifani has a degree in Mining Engineering (with honors) from the University of Wollongong in Australia.
He is a Fellow of the Royal Academy of Engineering, the Australasian Institute of Mining and Metallurgy and the
Institute of Materials, Minerals and Mining in the United Kingdom.

Mr. Cutifani received an honorary doctorate from the University of Wollongong in Australia in 2013 and an honorary
doctorate from Laurentian University in Canada in 2016.

Main function: Chief Executive of Anglo American plc.*

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

Within the Anglo American group
— Director and Chief Executive of Anglo American plc.*
— Non- executive director of Anglo American Platinum Limited
— 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

Born on September 13,
1949 (Dutch)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 24, 2016

Expiry date of term of
office: Ordinary
Shareholders’ Meeting
of May 29, 2019

Number of TOTAL
shares held: 1,000
(as of 12/31/2018)

Business address:
Pommardlaan 17
6213GV Maastricht
Netherlands

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
in Maastricht for seven years and then Director of the Limbourg Technology Center. She was a member of the
Dutch Parliament, served as Minister of Education, Culture and Science from 2002 to 2007, and was Minister of
Economic Affairs of the Netherlands from 2007 to 2010. Ms. van der Hoeven then served as Executive Director
of the International Energy Agency (IEA) from September 2011 to August 2015. During this period, she contributed
to increasing the number of members of the Agency and emphasized the close link between climate and energy
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
2016, Ms. van der Hoeven has been Vice Chairwoman of the High- level Panel of the European Decarbonisation
Pathways Initiative within the European Commission.

Main function: Independent director

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

— Director of TOTAL S.A.* and member of the Audit Committee
— Member of the Supervisory Board of Innogy SE*
— Member of the Board of Trustees of Rocky Mountain Institute (USA)

Directorships that have expired in the previous five years

— Member of the Supervisory Board of RWE AG (Germany)

Registration Document 2018 TOTAL

117

4 REPORT ON CORPORATE GOVERNANCE

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

Born on July 27, 1951
(French)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 11, 2012

Date last reappointed:
Ordinary Shareholders’
Meeting of June 1, 2018

Expiry date of term of
office: 2021 Ordinary
Shareholders’ Meeting

Number of TOTAL
shares held: 1,250
(as of 12/31/2018)

Business address:
9 place Vauban
75007 Paris
France

A graduate of Institut d’Études Politiques de Paris and formerly a student at École Nationale d’Administration
(ENA - 1974), Ms. Idrac began her career holding various positions as a senior civil servant at the Ministry of
Infrastructure (Ministère de l’Équipement) in the fields of environment, housing, urban planning and transportation.
She served as Executive Director of the public institution in charge of the development of Cergy- Pontoise
(Établissement public d’Aménagement de Cergy- Pontoise) from 1990 to 1993 and Director of land transport
from 1993 to 1995. Ms. Idrac was State Secretary for Transport from May 1995 to June 1997, elected member
of Parliament for Yvelines from 1997 to 2002, regional councilor for 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
Executive Officer of RATP from 2002 to 2006 and then as Chairwoman of SNCF from 2006 to 2008.

Main function: Independent Director

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

— Director of TOTAL S.A.*, member of the Governance and Ethics Committee and member of the Strategy &

CSR Committee

— Director of Air France- KLM* and Chairwoman of the Sustainable Development and Compliance Committee
— Director of Bouygues*, Chairwoman of the CSR Committee and member of the Audit Committee
— Director of Saint Gobain* and Chairwoman of the Nominations and Compensation Committee

Directorships that have expired in the previous five years

— Chairwoman of the Supervisory Board of Toulouse- Blagnac Airport until May 2018
— 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

Born on July 15, 1961
(Belgian)

Director of TOTAL S.A.
since January 12, 2012

Date last reappointed:
Ordinary Shareholders’
Meeting of May 24,
2016

Expiry date of term
of office: Ordinary
Shareholders’ Meeting
of May 29, 2019

Number of TOTAL
shares held: 3,064
(as of 12/31/2018)

Business address:
Groupe Bruxelles
Lambert
24, avenue Marnix
1000 Brussels
Belgium

Mr. Lamarche graduated in economic science from Louvain- La- Neuve University and is also a graduate of
INSEAD business school (Advanced Management Program for Suez Group Executives). He also attended the
Global Leadership Series training course at the Wharton International Forum in 1998-99. He started his career at
Deloitte Haskins & Sells in Belgium in 1983, before becoming a consultant in mergers and acquisitions in the
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
operations from 1992 to 1995. He joined Compagnie Financière de Suez as a Project Manager for the Chairman
and Secretary of the Executive Committee (1995- 1997), before being appointed as the acting Managing Director
in charge of Planning, Management Control and Accounts. In 2000, Mr. Lamarche moved to NALCO (the
American subsidiary of the Suez group and the world leader in the treatment of industrial water) as Director and
Chief Executive Officer. He was appointed Chief Financial Officer of the Suez group in 2003. In April 2011, Mr.
Lamarche became a director on the Board of Directors of Groupe Bruxelles Lambert (GBL). He has been the
Deputy Managing Director since January 2012. Mr. Lamarche is currently a director of LafargeHolcim Ltd
(Switzerland), TOTAL S.A., SGS S.A. (Switzerland) and Umicore (Belgium).

Main function: Deputy Managing Director of Groupe Bruxelles Lambert*

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

Within Groupe Bruxelles Lambert
— Deputy Managing Director of Groupe Bruxelles Lambert*

Within holdings of Groupe Bruxelles Lambert
— Director of TOTAL S.A.*, Chairman of the Compensation Committee and member of the Audit Committee
— 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

Born on June 6, 1950
(French)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 24, 2016

Expiry date of term of
office:
Ordinary Shareholders’
Meeting of May 29,
2019

Number of TOTAL
shares held: 1,042
(as of 12/31/2018)

Business address:
BNP Paribas
3 rue d’Antin
75002 Paris
France

Mr. Lemierre is a graduate of the Institut d’Études Politiques de Paris and the École Nationale d’Administration; he
also has a law degree. Mr. Lemierre held various positions at the French tax authority, including as Head of the Fiscal
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
and 2008, he was President of the European Bank for Reconstruction and Development (EBRD). He became an
advisor to the Chairman of BNP Paribas in 2008 and has been Chairman of BNP Paribas since December 1, 2014.
During his career, Mr. Lemierre has also been a member of the European Monetary Committee (1995- 1998), Chairman
of the European Union Economic and Financial Committee (1999- 2000) and Chairman of the Paris Club (1999- 2000).
He then became a member of the International Advisory Council of China Investment Corporation (CIC) and the
International Advisory Council of China Development Bank (CDB). He is currently Chairman of the Centre d’Études
Prospectives et d’Informations Internationales (CEPII) and a member of the Institute of International Finance (IIF).

Main function: Chairman of the Board of Directors of BNP Paribas*

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

Within the BNP Paribas group
— Chairman of the Board of Directors of BNP Paribas*
— Director of TEB Holding AS

Outside the BNP Paribas group
— Director of TOTAL S.A.*, member of the Governance and Ethics Committee and member of the Strategy &

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
Total Polska. In 2000, she became a supplies and logistics manager before becoming head of the subsidiary’s
Purchasing Department in 2003.

In 2007, she became Director of Human Resources and Purchasing at Total Polska. Since 2013, Ms. Perycz has
been the subsidiary’s Human Resources and Internal Communications director.

She has also been an elected member, representing unit- holders, of the Supervisory Board of FCPE Total
Actionnariat International Capitalisation since 2012.

Main function: Human Resources and Internal Communications Director of Total Polska

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

— Director representing employee shareholders of TOTAL S.A.* and member of the Compensation Committee

Directorships that have expired in the previous five years

None

Born on November 5,
1963 (Polish)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 24, 2016

Expiry date of term
of office: Ordinary
Shareholders’ Meeting
of May 29, 2019

Number of TOTAL
shares held: 549

Number of Total
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

Registration Document 2018 TOTAL

119

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
Groupement de Recherches de Lacq (GRL). In 2004, she joined the organic analysis laboratory at the Pôle
d’Études et de Recherches de Lacq (PERL), before helping to set up a new research laboratory. During her time
at GRL, Ms. Renaud was elected as a member of the Works Committee before holding office as a union
representative and member of the Group’s European Committee from 2004 to 2011. At the end of 2011, Ms.
Renaud was elected as Secretary of the Group’s European Committee. Her term of office was renewed in 2013
until April 5, 2017. At its meeting of March 30, 2017, the UES Amont Central Works Council – Global
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
TOTAL S.A.

Since March 1, 2018, Ms. Renaud has served as communications officer at the Centre Technique et Scientifique
Jean Féger.

Main function: TOTAL S.A.* employee

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

— Director representing employees of TOTAL S.A.* and, since June 1, 2018, member of the Strategy & CSR

Committee

Directorships that have expired in the previous five years

None

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,
Chairman of the Management Committee Americas and President of Nissan North America, he was then Group
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.

Main function: Chairman of the Managing Board of Peugeot S.A.*

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

Within the Peugeot group
— Chairman of the Managing Board of Peugeot S.A.*
— Director of Banque PSA Finance
— Chairman of the Board of Directors of PSA Automobiles S.A.*
— Chairman of the Supervisory Board of Opel Automobiles GmbH

Outside the Peugeot group
— Director of TOTAL S.A.* and, since June 1, 2018, member of the Compensation Committee
— Director of AIRBUS Group*

Directorships that have expired in the previous five years

— Director of PCMA Holding B.V.
— Director of Faurecia* until October 2018

Born on May 7, 1968
(French)

Director representing
employees of TOTAL
S.A. since the Ordinary
Shareholders’ Meeting
of May 26, 2017

Expiry date of term of
office: 2020 Ordinary
Shareholders’ Meeting

Number of TOTAL
shares held: 200

Number of Total
Actionnariat France
collective investment
fund units held: 1,471
(as of 12/31/2018)

Business address:
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

Born on August 14,
1958 (Portuguese)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 26, 2017

Expiry date of term of
office: 2020 Ordinary
Shareholders’ Meeting

Number of TOTAL
shares held: 1,000
(as of 12/31/2018)

Business address:
Peugeot S.A.
7 rue Henri
Ste Claire Deville,
92500 Rueil- Malmaison
France

Directorships of TOTAL S.A. expired in 2018

None.

120

TOTAL Registration Document 2018

4.1.1.2 Absence of conﬂicts of interest

or convictions

The Board of Directors’ Rules of Procedure stipulate the specific
rules for preventing conflicts of interest applicable to directors in the
following terms (refer to point 4.1.2.1 of this chapter for the full version
of the Rules of Procedure):

“2.5. Duty of Loyalty

Directors must not take advantage of their office or duties to gain,
for themselves or a third party, any monetary or non- monetary
benefit.

They must notify the Chairman of the Board of Directors and
the Lead Independent Director, if one has been appointed, of
any existing or potential conflict of interest with the Company
or any Group company, and they must refrain from participating
in the vote relating to the corresponding resolution as well as
from participating in any debate preceding such vote.

Directors must inform the Board of Directors of their
participation in any transaction that directly involves the
Company, or any Group company, before such transaction is
finalized.

Directors must not assume personal responsibilities in companies
or businesses having activities in competition with those of the
Company or any Group company without first having informed
the Board of Directors.

Directors undertake not to seek or accept from the Company,
or from companies directly or indirectly connected to the
Company, any advantages liable to be considered as being of
a nature that may compromise their independence.”

“7.2 Duties of the Lead Independent Director

5. Prevention of conflicts of interest

Within the Governance and Ethics Committee, the Lead
Independent Director organizes the performance of due diligence
in order to identify and analyze potential conflicts of interest
within the Board of Directors. He informs the Chairman and
Chief Executive Officer of any conflicts of interest identified as a
result and reports to the Board of Directors on these activities.

Pursuant to the obligation to declare conflicts of interest set
out in Article 2.5 of these Rules, any director affected by an
existing or potential conflict of interest must inform the
Chairman and Chief Executive Officer and
the Lead
Independent Director.”

The Lead Independent Director has performed due diligence in order
to identify and analyze potential conflicts of interest. He brought to
the attention of the Chairman and Chief Executive Officer the potential
conflicts of interest that had been identified. In this regard, the Lead
Independent Director was consulted in July 2018 by a director about
a potential conflict of interest that could arise due to that director’s
possible participation in a Committee of an energy- related entity in
an Asian country. Due to the absence of a conflict of interest, this
director then decided to respond to the offer to chair this Committee.
The Lead Independent director was also consulted in October 2018
by the director concerning that director’s potential participation to a
strategic committee of a fund manager. He was answered positively.

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.

REPORT ON CORPORATE GOVERNANCE

Administration and management bodies 4

The current members of the Company’s Board of Directors have
informed the Company that they have not been charged with,
convicted or subject to any incrimination, conviction or sanction
pronounced by a judicial or administrative authority or a professional
body, have not been 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.

4.1.1.3 Plurality of directorships held by directors

The number of directorships held by the directors at listed companies
outside their group, including foreign companies, was assessed as
of December 31, 2018, in accordance with the recommendations of
the AFEP- MEDEF Code (point 18) which states that “an executive
officer should not hold more than two other directorships in listed
corporations, including foreign corporations, outside of his or her
group. [This] limit […] does not apply to directorships held by an
executive officer in subsidiaries and holdings, held alone or together
with others, of companies whose main activity is to acquire and
manage such holdings. […] A director should not hold more than
four other directorships in listed corporations, including foreign
corporations outside of the group.”

Summary of other directorships held by members
of the Board of Directors

As of December 31, 2018

Patrick Pouyanné

Patrick Artus

Patricia Barbizet

Marie- Christine Coisne- Roquette

Mark Cutifani

Maria van der Hoeven

Anne- Marie Idrac

Gérard Lamarche

Jean Lemierre

Renata Perycz (b)

Christine Renaud (c)

Carlos Tavares

Number of
directorships
held at listed
companies (a)

Compliance with
the criteria of
the AFEP- MEDEF
Code

(a) In accordance with the criteria of the AFEP- MEDEF Code.
(b) Director representing employee shareholders.
(c) Director representing employees.

4.1.1.4 Directors independence

At its meeting on February 6, 2019, the Board of Directors, on the
proposal of the Governance and Ethics Committee, reviewed the
independence of the Company’s directors as of December 31, 2018.
At this Committee’s proposal, the Board considered that, pursuant
to the AFEP- MEDEF Code to which the Company refers to, a director
is independent when “he or she has no relationship of any kind
whatsoever with the corporation, its group or its management that
may interfere the exercise of his or her freedom of judgment”.

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 ofcer 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 ofce 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 ofcer

“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,
Coisne- Roquette, van der Hoeven and Idrac and Messrs. Artus,
Cutifani, Lamarche, Lemierre and Tavares that the independence
analyses carried out previously remained relevant.

In particular, the following was noted as of the date of December 31,
2018.

— The level of activity between Group companies and companies
of BNP Paribas, of which Mr. Lemierre is Chairman of the Board
of Directors, did not represent a material part of the financial
institution’s overall business (the level of activity of the Group
companies with BNP Paribas is less than 0.1% of this bank’s net
banking income (1)), nor a material part of the total amount of
external financing of the Group’s activities (less than 5%). The Board
noted the absence of economic dependence and exclusivity in
the activities between the two groups. It thus concluded that
Mr. Lemierre could be deemed to be an independent director.

— The level of activity between Group companies and companies
of the Natixis group, of which Mr. Artus is a member of the
Executive Committee, did not represent a material part of this
group’s overall business (the level of activity of the Group
companies with Natixis is less than 0.2% of this bank’s net
banking income (1)), nor a material part of the total amount of external
financing of the Group’s activities (less than 5%). The Board

noted the absence of economic dependence and exclusivity in
the activities between the two groups. It thus concluded that
Mr. Artus could be deemed to be an independent director.

— Regarding Peugeot S.A., of which Mr. Tavares is Chairman of
the Managing Board, on the one hand, the Group’s sales to
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)
and, on the other hand, the amount of the Group’s purchases
from Peugeot S.A. in 2018 (i.e., €50.9 million) represented 0.23%
of the total amount of purchases made by the Group in 2018
(i.e. €22 billion). The portion of the Group’s business with
Peugeot S.A. cannot be considered material. Moreover, for
Peugeot S.A., on the one hand, the amount of Peugeot’s
purchases from the Group in 2018 (i.e., €519 million) represented
1.3% of the total amount of Peugeot S.A.’s purchases in 2018
(i.e., €38.8 billion) and, on the other hand, the amount of Peugeot
S.A.’s sales in 2018 to the Group (i.e., €50,9 million) represented
0.08% of Peugeot S.A.’s consolidated sales in 2017 (i.e.,
€65.2 billion). The portion of Peugeot S.A.’s business with the
Group cannot be considered material for Peugeot S.A. The Board
noted the absence of economic dependence and exclusivity in
the activities between the two groups. It thus concluded that Mr.
Tavares could be deemed to be an independent director.

(1) 2018 net banking income.

122

TOTAL Registration Document 2018

REPORT ON CORPORATE GOVERNANCE

Administration and management bodies 4

— Regarding Anglo American plc, of which Mr. Cutifani is Chief
Executive, on the one hand, the Group’s sales to Anglo American
plc in 2018 (i.e., $345 million) represented 0.16% of the Group’s
consolidated sales in 2018 (i.e., $209 billion) and, on the other
hand, the amount of the Group’s purchases from Anglo American
plc in 2018 was immaterial. The portion of the Group’s business
with Anglo American plc cannot be considered material for the
Group. Moreover, for Anglo American plc, on the one hand the
amount of Anglo American plc’s purchases in 2018 from the
Group (i.e., $345 million) represented 3.2% of the total amount
of Anglo American plc’s purchases in 2018 (i.e., $10.8 billion) and,
on the other hand, the amount of Anglo American plc’s sales in
2018 to the Group was immaterial. The portion of Anglo American
plc’s business with the Group cannot be considered material for
Anglo American plc. The Board noted the absence of economic
dependence and exclusivity in the activities between the two
groups. It thus concluded that Mr. Cutifani could be deemed to
be an independent director.

— The level of activity between Group companies and companies
of the Sonepar group, of which Ms. Coisne- Roquette is
Chairwoman, did not represent a material part of the overall
business of the Sonepar group; the purchases made by Group
companies from the Sonepar group totaled €1.4 million in 2018,
i.e., 0.01% of the total amount of purchases made by the Group
in 2018 (€22 billion). The Board noted the absence of economic
dependence and exclusivity in the activities between the two
groups. It thus concluded that Ms. Coisne-Roquette could be
deemed to be an independent director.

— The level of activity between Group companies and companies
of the Artémis group, of which Ms. Barbizet was a Chief Executive
Officer until January 2018, did not represent a material part of
the overall business of the Artémis group (the purchases made
by Group companies from the Artémis group were not material),
nor a material part of the Group’s purchases in 2018 (close to 0%).
The Board noted the absence of economic dependence and
exclusivity in the activities between the two groups. It thus
concluded that Ms. Barbizet could be deemed to be an
independent director.

— The level of the holding of stock in TOTAL S.A. by Groupe
Bruxelles Lambert, of which Mr. Lamarche is Deputy Managing
Director, which was less than 1% of the share capital as of
December 31, 2018, was not material and did not call into
question Mr. Lamarche’s independence.

Accordingly, following the Governance and Ethics Committee’s
proposal, Mses. Barbizet, Coisne- Roquette, van der Hoeven and
Idrac and Messrs. Artus, Cutifani, Lamarche, Lemierre and Tavares
were considered independent directors.

The percentage of independent directors on the Board based on its
composition as of December 31, 2018, was 90% (1).

The rate of independence of the Board of Directors is higher than
the rate of independence recommended by the AFEP-MEDEF Code,
which specifies that at least half of the members of the Board in
widely- held companies with no controlling shareholders must be
independent.

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

Criteria (a)

Criterion 1:
Employee corporate
officer within the
past 5 years

Criterion 2:
Cross- directorships

Criterion 3:
Significant business
relationships

Criterion 4:
Family ties

Criterion 5:
Auditor

Criterion 6:
Period of office
exceeding 12 years

Criterion 7:
Status of
non-executive
director

Criterion 8:
Status of major
shareholder

Compliance with
the independence
criteria of the
AFEP- MEDEF Code

Patrick
Pouyanné

Patrick
Artus

Patricia
Barbizet

Marie-
Christine
Coisne-
Roquette

Mark
Cutifani

Maria
van der
Hoeven

Anne-
Marie
Idrac

Gérard
Lamarche

Jean
Lemierre

Renata
Perycz (b)

Christine
Renaud (c)

Carlos
Tavares

n/a

n/a (d)

(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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Administration and management bodies

4.1.1.5 Diversity policy of the Board of Directors

4.1.1.7 Renewal of directorships and appointments

The Board of Directors places a great deal of importance on its
composition and the composition of its Committees. In particular, it
relies on the work of the Governance and Ethics Committee, which
reviews annually and proposes, as circumstances may require,
desirable changes to the composition of the Board of Directors and
Committees based on the Group’s strategy.

The Governance and Ethics Committee conducts its work within the
framework of a formal procedure so as to ensure that the directors’
areas of expertise are complementary and that their profiles are
diverse, to maintain an overall proportion of independent members
that is appropriate to the Company’s governance structure and
shareholder base, to allow for a balanced representation of women
and men on the Board, as well as to promote an appropriate
representation of directors of different nationalities.

As part of an effort that began several years ago, the composition of
the Board of Directors has changed significantly since 2010 to
achieve better gender balance and an openness to more international
profiles.

Based on its composition as of March 13, 2019, the 12 members of
the Board of Directors include 6 male directors and 6 female directors,
with 6 nationalities represented.

In accordance with Article L. 225- 27- 1 of the French Commercial
Code, the director representing employees is not taken into account
for the application of the provisions relating to the gender balance of
the Board. Therefore, the proportion of women on the Board was
45.5% as of December 31, 2018 (5 women out of 11 directors).

The 40% threshold of directors from each gender required by Article
L. 225- 18- 1 of the French Commercial Code was reached as of
December 31, 2018.

4.1.1.6 Training of directors and knowledge

of the Company

Directors may ask to receive training in the specifics of the Company,
its businesses and its business sector, as well as any training that
may help them perform their duties as directors.

In addition, the director representing employees receives in- house
training time at the Company and/or economics training offered by
an outside body chosen by the director, after the Board Secretary
has accepted the body and the training program. This training time,
which was initially set at 20 hours per year, has been increased to
60 hours per year by decision of the Board of Directors at its meeting
of July 26, 2017.

Since 2013, the Board of Directors has met each year at a Group site.
Having been to the CSTJF (Centre scientifique et technique Jean
Féger) in Pau, France, the Antwerp platform in Belgium, the Bu Hasa
field in Abu Dhabi and the Laggan project site in the North Sea in the
United Kingdom, the Board of Directors visited in 2018 the Yamal
LNG site in Northern Russia at the time of the Board meeting held in
Russia on October 25, 2018.

Several directors also had an opportunity to visit other Group sites in
2018. Mses. van der Hoeven, Perycz and Renaud visited the Umm
Shaif offshore field (Abu Dhabi) in September 2018. Mses. Barbizet
and Idrac visited the deepwater operational center in Lagos, the
FPSO of the AKPO offshore field and the LNG plant on Bonny Island
(Nigeria) in December 2018.

These site visits by the Board of Directors and its members are
opportunities to meet with the Group’s employees, partners and
leading figures in the energy sector.

The directors also have regular contact with Group management,
including members of the Executive Committee at Board meetings
and operational managers during visits to the Group’s sites. These
interactions between directors and managers help the directors better
understand the Group’s activities in a practical way.

proposed to the Shareholders’ Meeting of
May 29, 2019

The terms of office of directors Ms. Maria van der Hoeven and Messrs.
Gérard Lamarche and Jean Lemierre, as well as the term of office of
Ms. Renata Perycz, director representing employee shareholders, will
expire at the Annual Ordinary Shareholders’ Meeting of May 29, 2019.

Renewal of directorships

At its meeting on March 13, 2019, the Board of Directors, on the
proposal of the Governance and Ethics Committee, decided to
submit to the Annual Shareholders’ Meeting of May 29, 2019, the
renewal of the directorships of Ms. Maria van der Hoeven and
Mr. Jean Lemierre for a three- year term to expire at the end of the
Annual Shareholders’ Meeting to be held in 2022 to approve the
2021 financial statements.

Ms. Maria van der Hoeven will continue to offer the Group her
knowledge of the energy sector.

Mr. Jean Lemierre will continue to offer the Group his expertise in
banking and finance matters, as well as his experience in international
relations.

Appointment of Ms. Lise Croteau as a director

At the meeting of March 13, 2019, the Board of Directors decided,
on the proposal of the Governance and Ethics Committee, to propose
to the same Shareholders’ Meeting the appointment of Ms. Lise
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
financial statements.

Ms. Lise Croteau, of Canadian nationality, will bring in particular to
the Board her knowledge of the electricity and renewable energies
field as well as of financial field. After analysis based on the
independence criteria set forth in point 8.5 of the AFEP-MEDEF
Code, the Board noted that Mrs. Croteau could be considered as
independent.

Appointment of the director
representing employee shareholders

As the term of office of Ms. Perycz, director representing employee
shareholders, will expire at the Annual Ordinary Shareholders’ Meeting
of May 29, 2019, the Board of Directors, at its meeting on March 13,
2019, and on the proposal of the Governance and Ethics Committee,
decided to submit to the Annual Shareholders’ Meeting of May 29,
2019, the resolutions regarding the appointment of the new director
representing employee shareholders.

In accordance with Article 11 of the Company’s bylaws, the Annual
Shareholders’ Meeting of May 29, 2019, will be asked to appoint the
director representing employee shareholders from among the
following candidates:

— Ms. Valérie Della Puppa Tibi, member of the Supervisory Board
of the “Total Actionnariat France” collective investment fund
(FCPE), designated as a candidate for the position of director
representing employee shareholders by the Supervisory Board
of the “Total Actionnariat France” FCPE (89.2 million shares of
the Company held as of December 31, 2018) as well as by the
Supervisory Board of the “Total France Capital +” FCPE (which
held 5.7 million shares of the Company as of December 31, 2018).

— Ms. Renata Perycz, member of the “Total Actionnariat
International Capitalisation” FCPE, designated as a candidate for
the position of director representing employee shareholders by
the Supervisory Board of the “Total Actionnariat International
Capitalisation” FCPE (which held 26.1 million shares of the
Company as of December 31, 2018) as well as by the Supervisory
Board of the FCPE “Total International Capital” (which held
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
be appointed as director representing employee shareholders, the
candidate must receive a majority of the votes of the shareholders
present and represented at the Shareholders’ Meeting. Since only
one seat is to be filled, only the candidate who receives the highest
number of votes (and at least a majority of the votes) cast by the
shareholders present and represented will be appointed as director
representing employee shareholders and will serve on the Board of
Directors for the three-year term stipulated in the bylaws.

The Board of Directors, at its meeting on March 13, 2019, and on
the proposal of the Governance and Ethics Committee, decided, in
accordance with Article 11 paragraph 20 of the bylaws, to approve
the resolution proposing the appointment of Ms. Valérie Della Puppa
Tibi as director representing employee shareholders.

The Board of Directors, that had chosen to approve in 2016 the
candidate elected by the Total Actionnariat International Capitalisation

fund (employees of international subsidiaries) to diversify the origin of
the employees represented on the Board of Directors after the
Shareholders’ Meeting appointed on four occasions from 2004 to
2013 a representative of the Total Actionnariat France fund (French
employees), this time decided to approve the application of the
representative of the Total Actionnariat France fund taking into
account, on the one hand, that it is the fund representing the largest
number of employee shareholders and, on the other hand, the
ongoing evolution of French legislation, which will lead to the
appointment of a second director representing the employees in the
Board to be appointed by the European Committee of the Group.

At the end of the Shareholders’ Meeting of May 29, 2019, if the
proposed resolutions were approved, the Board of Directors would
comprise 12 members (as previously). The proportion of Directors of
each sex would be greater than 40% in accordance with the
provisions of Article L. 225- 18- 1 of the French Commercial Code (1).

4.1.2 Practices of the Board of Directors

10 Board of

Directors meetings
in 2018

95% Average

attendance rate of directors
at Board meetings

1 executive session

chaired by the Lead
Independent Director in 2018

4.1.2.1 Working procedures of the Board of Directors

The working procedures of the Board of Directors are set out in its
Rules of Procedure, which specify the mission of the Board of Directors
and the rules related to the organization of its work. The Board’s Rules
of Procedure also specify the obligations of each director, as well as
the role and powers of the Chairman and the Chief Executive Officer.

Mr. Charles Paris de Bollardière has served as Secretary of the Board
of Directors since his appointment by the Board of Directors on
September 15, 2009.

Since November 4, 2014, the date of the first appointment of the
director representing employees on the Board of Directors, a member
of the Central Works Council (replaced since December 2018 by the
Central Social and Economic Committee) attends Board meetings
in an advisory capacity, pursuant to Article L. 2312- 75 of the French
Labor Code.

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
and practices. In 2014, changes were made to include, in particular,
new provisions relating to information of the Board of Directors in the
event of new directorships being assumed by the directors or changes
in existing directorships, together with a reminder of the obligations
of confidentiality inherent to the work of the Board. In December
2015, changes were made to provide for the appointment of a Lead
Independent Director in the event of the combination of the functions
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
the new demands pertaining to social and environmental responsibility
further to the revision of the AFEP-MEDEF Code in June 2018.

The text of the latest unabridged version of the Rules of Procedure of
the Board of Directors, as approved by the Board of Directors at its
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
Rules of Procedure.

— defining the Company’s strategic orientations and, more

generally, that of the Group;

1. ROLE OF THE BOARD OF DIRECTORS

The Board of Directors is a collegial body that determines
the strategic direction of the Company and supervises the
implementation of this vision. With the exception of the powers
and authority expressly reserved for shareholders and within the
limits of the Company’s legal purpose, the Board may address
any issue related to the Company’s operation and make any
decision concerning the matters falling within its purview. Within
this framework, the Board’s duties and responsibilities include,
but are not limited to, the following:

— appointing the executive directors (3) and supervising the

handling of their responsibilities;

— striving to promote creation of long-term value by the Company
by taking into account the social and environmental challenges
of its activities;

— regularly reviewing, in relation with such strategic orientations,
opportunities and risks such as financial, legal, operational,
social and environmental risks as well as measures taken as
a result;

— being informed of market developments, the competitive
environment and the main challenges facing the Company,
including with regard to social and environmental responsibility;

— approving investments or divestments being considered by
the Group that exceed 3% of shareholders’ equity as well as
any significant transaction outside the announced strategy of
the Company;

— reviewing information on significant events related to the
Company’s operations, in particular for investments and
divestments involving amounts exceeding 1% of shareholders’
equity;

(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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4 REPORT ON CORPORATE GOVERNANCE

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— ensuring that its composition as well as that of the Committees
it establishes are balanced in terms of diversity (nationality,
age, gender, skills and professional experience);

— conducting any audits and investigations it deems appropriate.
In particular, the Board, with the assistance of the Committees
it has established, ensures that:
– authority has been properly defined and that the various
corporate bodies of the Company make proper use of their
powers and responsibilities,

– no individual is authorized to commit to pay or to make
payments, on behalf of the Company, without proper
supervision and control,

– a system for preventing and detecting corruption and

influence peddling is in place,

– a non- discrimination and diversity policy within the Company

and its Group exists and is implemented,

– the internal control function operates properly and the statutory
auditors are able to perform their mission satisfactorily, and

– the Committees duly perform their responsibilities;

— ensuring the quality of the information provided to shareholders
and financial markets through the financial accounts that it
closes and the reports that it publishes, as well as when major
transactions are completed;

— convening and setting the agenda for Shareholders’ Meetings

or meetings of bond holders;

— preparing on an annual basis the list of directors it deems to
be independent according to criteria set by the Code of
Corporate Governance to which the Company refers; and

— appointing a Lead Independent Director under the conditions
set out in article 7, when the Chairman of the Board of Directors
is also the Chief Executive Officer pursuant to a decision by
the Board of Directors.

2. OBLIGATIONS OF THE DIRECTORS OF TOTAL S.A.

Before accepting a directorship, all candidates receive a copy of
TOTAL S.A.’s bylaws and these rules of procedure. They must
ensure that they have broad knowledge of the general and
particular obligations related to their duty, especially the laws and
regulations governing directorships in French limited liability
companies (sociétés anonymes) whose shares are listed in one
or several regulated markets. They must also ensure that they are
familiar with the guidelines set out in the Corporate Governance
Code to which the Company refers.

Accepting a directorship creates an obligation to comply with
applicable regulations relating in particular to the functioning of
the Board of Directors, and with the ethical Rules of Professional
Conduct for directors as described in the Corporate Governance
Code to which the Company refers. It also creates an obligation
to comply with these rules of procedure and to uphold the Group’s
values as described in its Code of Conduct.

When directors participate in and vote at meetings of the Board of
Directors, they are required to represent all of the Company’s
shareholders and to act in the interest of the Company as a whole.

2.1

Independence of judgment

Directors undertake to maintain, in all circumstances, the
independence of their analysis, judgment, decision- making and
actions as well as not to be unduly influenced, directly or indirectly,
by other directors, particular groups of shareholders, creditors,
suppliers or, more generally, any third party.

2.2 Other directorships or functions

Directors must keep the Board of Directors informed of any
position they hold on the management team, Board of Directors
or Supervisory Board of any other company, whether French or
foreign, listed or unlisted. This includes any positions as a non- voting
member (censeur) of a board. To this end, directors expressly

undertake to promptly notify the Chairman of the Board of Directors,
and the Lead Independent Director if one has been appointed,
of any changes to the positions held, for any reason, whether
appointment, resignation, termination or non- renewal.

2.3 Participation in the board’s work

Directors undertake to devote the amount of time required to duly
consider the information they are given and otherwise prepare
for meetings of the Board of Directors and of the Committees of
the Board of Directors on which they sit. They may request from
the executive directors any additional information they deem
necessary or useful to their duties. If they consider it necessary, they
may request training on the Company’s specificities, businesses
and industry sector, its challenges in terms of social and
environmental responsibility as well as any other training that may
be of use to the effective exercise of their duties as directors.

Unless unable, in which case the Chairman of the Board shall be
provided advance notice, directors are to attend all meetings
of the Board of Directors, meetings of Committees of the Board
of Directors on which they serve and Shareholders’ Meetings.

The Chairman of the Board ensures that directors receive all relevant
information concerning the Company, including that of a negative
nature, particularly analyst reports, press releases and the most
important media articles.

2.4 Conﬁdentiality

Directors and any other person who attends all or part of any
meeting of the Board of Directors or its Committees, are under
the strict obligation not to disclose any details of the proceedings.

All documents reviewed at meetings of the Board of Directors,
as well as information conveyed prior to or during the meetings,
are strictly confidential.

With respect to all non- public information acquired during the
exercise of their functions, directors are bound by professional
secrecy not to divulge such information to employees of the Group
or to outside parties. This obligation goes beyond the mere duty
of discretion provided for by law.

Directors must not use confidential information obtained prior to
or during meetings for their own personal benefit or for the benefit
of anyone else, for whatever reason. They must take all necessary
steps to ensure that the information remains confidential.
Confidentiality and privacy are lifted when such information is
made publicly available by the Company.

2.5 Duty of Loyalty

Directors must not take advantage of their office or duties to gain,
for themselves or a third party, any monetary or non- monetary
benefit.

They must notify the Chairman of the Board of Directors and
the Lead Independent Director, if one has been appointed, of any
existing or potential conflict of interest with the Company or any
Group company, and they must refrain from participating in the
vote relating to the corresponding resolution as well as from
participating in any debates preceding such vote.

Directors must inform the Board of Directors of their participation
in any transaction that directly involves the Company, or any Group
company, before such transaction is finalized.

Directors undertake not to seek or accept from the Company, or
from companies directly or indirectly connected to the Company,
any advantages liable to be considered as being of a nature that
may compromise their independence.

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Administration and management bodies 4

2.6 Duty of expression

Directors undertake to clearly express their opposition if they deem
a decision being considered by the Board of Directors is contrary
to the Company’s corporate interest and they must endeavor to
convince the Board of Directors of the pertinence of their position.

2.7 Transactions in the Company’s securities

and Stock Exchange rules

7. Directors must make all necessary arrangements to declare,
pursuant to the form and timeframe provided by applicable
law, to the French securities regulator (Autorité des marchés
financiers), as well as to the Secretary of the Board of
Directors, any transaction involving the Company’s securities
conducted by themselves or by any other person to whom
they are closely related.

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
prudence and vigilance when completing any personal transaction
involving the financial instruments of the Company, its subsidiaries
or affiliates that are listed or that issue listed financial instruments.

To that end, directors must comply with the following requirements:

1. Any shares or ADRs of TOTAL S.A. or its listed subsidiaries
are to be held in registered form, either with the Company or
its agent, or as administered registered shares with a French
broker (or North American broker for ADRs), whose contact
details are communicated by the director to the Secretary of
the Board of Directors.

2. Directors shall refrain from directly or indirectly engaging in
(or recommending engagement in) transactions involving
the financial instruments (shares, ADRs or any other securities
related to such financial instruments) of the Company or its
listed subsidiaries, or any listed financial instruments for which
the director has insider information.

Insider information is specific information that has not yet been
made public and that directly or indirectly concerns one or
more issuers of financial instruments or one or more financial
instruments and which, if it were made public, could have a
significant impact on the price of the financial instruments
concerned or on the price of financial instruments related
to them.

3. Any transaction in the Company’s financial instruments (shares,
ADRs or related financial instruments) is strictly prohibited
during the thirty calendar days preceding the publication
by the Company of its periodic results (quarterly, half-year or
annual) as well as on the day of any such announcement.

4. Moreover, directors shall comply, where applicable, with the
provisions of Article L. 225- 197- 1 of the French Commercial
Code, which stipulates that free shares may not be sold:
– during the ten trading days preceding and the three trading
days following the date on which the Consolidated Financial
Statements or, failing that, the annual financial statements,
are made public; and

– during the period from the date on which the Company’s
corporate bodies become aware of information that, if it
were made public, could have a significant impact on the
Company’s share price, until ten trading days after such
information is made public.

5. Directors are prohibited from carrying out transactions on any
financial instruments related to the Company’s share (Paris
option market (MONEP), warrants, exchangeable bonds, etc.),
and from buying on margin or short selling such financial
instruments.

6. Directors are also prohibited from hedging the shares of
the Company and any financial instruments related to them,
and in particular:

– Company shares that they hold; and, where applicable,
- 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.

The Board of Directors meets at least four times a year and
whenever circumstances require.

Prior to each Board meeting, the directors receive the agenda
and, whenever possible, all other materials necessary to consider
for the session.

Directors may be represented by another director at a meeting
of the Board, provided that no director holds more than one proxy
at any single meeting.

Whenever authorized by law, directors are considered present
for quorum and majority purposes who attend Board meetings
through video conferencing or other audiovisual means that are
compliant with the technical requirements set by applicable
regulations.

3.2 Directors’ fees

The Board of Directors allocates annual directors’ fees within the
total amount authorized by the Annual Shareholders’ Meeting.
Compensation includes a fixed portion and a variable portion that
takes into account each directors’ actual participation in the work
of the Board of Directors and its Committees together with, if
applicable, the duties of the Lead Independent Director.

The Chief Executive Officer or, if the functions are combined,
the Chairman and Chief Executive Officer, does not receive any
director’s fees for his participation in the work of the Board and its
Committees.

3.3 Secretary of the Board of Directors

The Board of Directors, based on the recommendation of its
Chairman, appoints a Secretary of the Board who assists the
Chairman in organizing the Board’s activities, and particularly in
preparing the annual work program and the schedule of Board
meetings.

The Secretary drafts the minutes of Board meetings, which are
then submitted to the Board for approval. The Secretary is
authorized to dispatch Board meeting minutes and to certify
copies and excerpts of the minutes.

The Secretary is responsible for all procedures pertaining to
the functioning of the Board of Directors. These procedures are
reviewed periodically by the Board.

All Board members may ask the Secretary for information or
assistance.

3.4 Evaluation of the functioning of the Board

of Directors

The Board evaluates its functioning at regular intervals not exceeding
three years. The evaluation is carried out under the supervision
of the Lead Independent Director, if one has been appointed, or
under the supervision of the Governance and Ethics Committee,
with the assistance of an outside consultant. The Board of Directors
also conducts an annual review of its practices.

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4. ROLE AND AUTHORITY OF THE CHAIRMAN

The Chairman represents the Board of Directors and, except under
exceptional circumstances, has sole authority to act and speak
on behalf of the Board of Directors.

The Chairman organizes and oversees the work of the Board of
Directors and ensures that the Company’s corporate bodies
operate effectively and in compliance with good governance
principles. The Chairman coordinates the work of the Board of
Directors and its Committees. The Chairman establishes the
agenda for each Board meeting, including items suggested by
the Chief Executive Officer.

The Chairman ensures that directors receive, in a timely manner
and in a clear and appropriate format, the information they need
to effectively carry out their duties.

In liaison with the Group’s General Management, the Chairman
is responsible for maintaining relations between the Board of
Directors and the Company’s shareholders. The Chairman monitors
the quality of information disclosed by the Company.

In close cooperation with the Group’s General Management, the
Chairman may represent the Company in high- level discussions
with government authorities and major partners, both at a national
and international level.

The Chairman is regularly informed by the Chief Executive Officer
of significant events and situations relating to the Group,
particularly with regard to strategy, organization, monthly financial
reporting, major investment and divestment projects and key
financial transactions. The Chairman may ask the Chief Executive
Officer or other senior executives of the Company, provided that
the Chief Executive Officer is informed, to supply any information
that may help the Board or its Committees to carry out their duties.

The Chairman may meet with the statutory auditors in order to
prepare the work of the Board of Directors and the Audit
Committee.

Every year, the Chairman presents a report to the Annual
Shareholders’ Meeting describing the preparation and organisation
of the Board of Directors’ work, any limits set by the Board of
Directors concerning the powers of the Chief Executive Officer,
and the internal control procedures implemented by the Company.
To this end, the Chairman obtains the necessary information from
the Chief Executive Officer.

5. AUTHORITY OF THE CHIEF EXECUTIVE OFFICER

The Chief Executive Officer is responsible for the Company’s overall
management. He represents the Company in its relationships with
third parties and chairs the Executive Committee. The Chief
Executive Officer is vested with the broadest powers to act on
behalf of the Company in all circumstances, subject to the powers
that are, by law, restricted to the Board of Directors and to the
Annual Shareholders’ Meeting, as well as to the Company’s
corporate governance rules and in particular these rules of
procedure of the Board of Directors.

The Chief Executive Officer is responsible for presenting the
Group’s results and prospects to shareholders and the financial
community on a regular basis.

At each meeting of the Board of Directors, the Chief Executive
Officer presents an overview of significant Group events.

6. BOARD COMMITTEES

The Board of Directors approved the creation of:

— an Audit Committee;
— a Governance and Ethics Committee;
— a Compensation Committee; and
— a Strategy & CSR Committee.

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.

The Committees perform their duties under the authority and for
the benefit of the Board of Directors.

Each Committee reports on its activities to the Board of Directors.

7. LEAD INDEPENDENT DIRECTOR

7.1 Appointment of the Lead Independent Director

When the functions of the Chairman of the Board and Chief
Executive Officer are combined, the Board of Directors appoints
a Lead Independent Director, on the recommendation of the
Governance and Ethics Committee, among the directors considered
to be independent by the Board of Directors.

The appointed Lead Independent Director holds this position while
in office as director, unless otherwise decided by the Board of
Directors, which may choose to terminate his duties at any time. If
for any reason the director is no longer deemed to be independent,
his or her position as Lead Independent Director will be terminated.

The Lead Independent Director, if one is appointed, chairs the
Governance and Ethics Committee.

7.2 Duties of the Lead Independent Director

The Lead Independent Director’s duties include:

1. Convening meetings of the

Board of Directors – Meeting Agenda

The Lead Independent Director may request that the Chairman
and Chief Executive Officer call a meeting of the Board of Directors
to discuss a given agenda.

He may request that the Chairman and Chief Executive Officer
include additional items on the agenda of any meeting of the Board
of Directors.

2. Participation in the work of the Committees

If not a member of the Compensation Committee, the Lead
Independent Director is invited to attend meetings and participates
in the work of the Compensation Committee relating to the annual
review of the executive directors’ performance and recommendations
regarding their compensation.

3. Acting as Chairperson of Board of Directors’ meetings

When the Chairman and Chief Executive Officer is unable to attend
all or part of a meeting of the Board of Directors, the Lead
Independent Director chairs the meeting. In particular, he or she
chairs those Board meetings the proceedings of which relate to
the evaluation of the performance of the executive directors and
the determination of their compensation, which take place in their
absence.

4. Evaluation of the functioning of the Board of Directors

The Lead Independent Director manages the evaluation process
relating to the functioning of the Board of Directors and reports on
this evaluation to the Board of Directors.

5. Prevention of conflicts of interest

Within the Governance and Ethics Committee, the Lead Independent
Director organizes the performance of due diligence in order to
identify and analyze potential conflicts of interest within the Board
of Directors. He informs the Chairman and Chief Executive Officer
of any conflicts of interest identified as a result and reports to the
Board of Directors on these activities.

Pursuant to the obligation to declare conflicts of interest set out in
Article 2.5 of these Rules, any director affected by an existing or
potential conflict of interest must inform the Chairman and Chief
Executive Officer and the Lead Independent Director.

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6. Monitoring of the satisfactory functioning of the Board

and compliance with the Rules of Procedure

The Lead Independent Director ensures compliance with the rules
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
may make any suggestions or recommendations that he deems
appropriate to this end.

He or she ensures that the directors are in a position to carry out
their tasks under optimal conditions and that they have sufficient
information to perform their duties.

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 reports to the Board of Directors on the conclusions
of such meetings.

7. Relationships with Shareholders

The Chairman and Chief Executive Officer and the Lead Independent
Director are the shareholders’ dedicated contacts on issues that
fall within the remit of the Board.

When a shareholder approaches the Chairman and Chief Executive
Officer in relation to such issues, they may seek the opinion of
the Lead Independent Director before responding appropriately to
the shareholder’s request.

When the Lead Independent Director is approached by a shareholder
in relation to such issues, he or she must inform the Chairman

and Chief Executive Officer, providing his or her opinion, so that
the Chairman and Chief Executive Officer may respond appropriately
to the request. The Chairman and Chief Executive Officer must
inform the Lead Independent Director of the response given.

With the consent of the Chairman of the Board of Directors, the
Lead Independent Director may represent the Board of Directors
at meetings with the shareholders of the Company on matters of
corporate governance.

7.3 Resources, conditions of ofce and activity report

The Chairman and Chief Executive Officer must regularly update
the Lead Independent Director on the Company’s activities.

The Lead Independent Director has access to all of the documents
and information necessary for the performance of his or her duties.

The Lead Independent Director may consult the Secretary of the
Board and use the latter’s services in the performance of his or
her duties.

Under the conditions set out in Article 3.2 of these Rules and
those established by the Board of Directors, the Lead Independent
Director may receive additional director’s fees for the duties
entrusted to him or her.

The Lead Independent Director must report annually to the Board
of Directors on the performance of his or her duties. During Annual
General Meetings, the Chairman and Chief Executive Officer may
invite the Lead Independent Director to report on his or her
activities.

4.1.2.2 Activity of the Board of Directors in 2018

Directors are in principle summoned to Board meetings by letter sent
the week preceding the meetings. Whenever possible, documents
to be considered for decisions to be made at Board meetings are
sent with the notice of meetings. The minutes of the previous meeting
are expressly approved at the following Board meeting.

In 2018, the Board of Directors held 10 meetings. The global
attendance rate for the directors was 95%. The Audit Committee
held 7 meetings, with an attendance rate of 100%; the Compensation
Committee met twice, with 100% attendance; the Governance and
Ethics Committee held 3 meetings, with 91.7% attendance; and the
Strategy & CSR Committee met 3 times, with 100% attendance.

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
Directors

Audit
Committee

Compensation
Committee

Governance and
Ethics Committee

Strategy & CSR
Committee

Atten-
dance
rate

Number
of
meetings

Atten-
dance
rate

Number
of
meetings

Atten-
dance
rate

Number
of
meetings

Atten-
dance
rate

Number
of
meetings

Atten-
dance
rate

Number
of
meetings

Directors

Patrick Pouyanné,
Chairman and
Chief Executive Officer

Patrick Artus

100% 10/10

100%

7/7

100%

10/10

100%

3/3

100%

3/3

Patricia Barbizet,
Lead Independent Director

100% 10/10

- 100%

2/2

100%

Marie- Christine Coisne- Roquette

100% 10/10

100%

7/7

100%

2/2

Mark Cutifani

90%

9/10

Maria van der Hoeven

100% 10/10

100%

7/7

3/3

0/1 (c)

100%

3/3

3 (f)

2 (f)

3 (f)

Anne-Marie Idrac

Gérard Lamarche

Jean Lemierre

Renata Perycz (a)

Christine Renaud (b)

Carlos Tavares

Attendance rate

90%

9/10

100%

3/3

100% 3/3

100% 10/10

100%

7/7

100%

2/2

3 (f)

90%

9/10

- 100% 3/3 100% 3/3

100% 10/10

- - 100% 2/2

- - 100% 3 (f)

100%

70%

95%

10/10

7/10

- (c)

- 100% 3/3 (e)

- (f)

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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4 REPORT ON CORPORATE GOVERNANCE

Administration and management bodies

The Board meetings included, but were not limited to, a review of the
following subjects:

March 14

— report on the acquisition of Mærsk Oil;

February 7

— examination of the project to invest in the Umm Shaif/Nasr and
Lower Zakum offshore concessions in the United Arab Emirates
and authorization to issue corresponding guarantees;

— approval of the contribution by AP Møller – Mærsk A/S to TOTAL
S.A. of 100% of the share capital and voting rights of Mærsk Oil
& Gas A/S – decision to increase the share capital – authorization
to issue guarantees within the framework of this acquisition;

— presentation of the shareholder return policy;

— presentation to the Board of the work of the Audit Committee at

its meeting on February 5, 2018;

— closing of the 2017 accounts (Consolidated Financial Statements,
parent company accounts) after the Audit Committee’s report
and work performed by the statutory auditors;

— draft allocation of the result of TOTAL S.A., setting of the dividend,
ex- dividend and payment dates, option for the payment of the
balance of the dividend in shares;

— main financial communication messages;

— presentation to the Board of the work of the Governance and

Ethics Committee at its meeting on February 7, 2018;

— report of the Lead Independent Director on her mandate;

— discussion on the Board of Directors’ practices based on a formal
self- assessment carried out in the form of a detailed questionnaire
answered by each director, the process of which was conducted
by the Lead Independent Director; suggestion of areas for
improvement;

— review of the directorships: proposal for nomination and renewal
of the directorships – composition of the Board’s Committees;

— assessment of the independence of the directors;

— allocation of directors’ fees for fiscal year 2017;

— market abuse regulations – blackout periods;

— information on transactions on the Company’s securities by the

Chairman and Chief Executive Officer;

— information on the Directors and Officers liability insurance taken

out by the Company;

— review of the draft report on corporate governance, drawn up in
application of Article L. 225- 37 of the French Commercial Code;

— presentation to the Board of the work of the Compensation

Committee at its meeting on February 7, 2018;

— the Chairman and Chief Executive Officer’s compensation (in his

absence);

— presentation to the Board of the work of the Audit Committee at

its meeting on March 12, 2018;

— presentation to the Board of the work of the Governance and

Ethics Committee at its meeting on March 13, 2018;

— review of the directorships: proposal for nomination and renewal

of the directorships;

— examination of the proposal by the Governance and Ethics
Committee to maintain the combined positions of Chairman of
the Board of Directors and Chief Executive Officer; proposal to
renew the directorship of the Chairman of the Board of Directors
and Chief Executive Officer, subject to the renewal of
Mr. Pouyanné’s directorship by the Shareholders’ Meeting of
June 1, 2018 (in the absence of the Chairman and Chief
Executive Officer);

— composition of the Board’s Committees;

— presentation to the Board of the work of the Compensation

Committee at its meeting on March 14, 2018;

— confirmation of the granting of performance shares under the
terms of the 2015 plan, following examination of the fulfillment of
the applicable performance conditions;

— compensation policy for the Chairman and Chief Executive Officer

for fiscal year 2018;

— granting of performance shares to the Chairman and Chief

Executive Officer and other beneficiaries;

— presentation to the Board of the work of the Strategy & CSR

Committee at its meeting on March 14, 2018;

— approval of the Group’s financial policy;

— preparation for the Annual Shareholders’ Meeting; setting of the
agenda for the Shareholders’ Meeting; approval of the various
chapters of the Registration Document forming the management
report within the meaning of the French Commercial Code, of
the report on corporate governance and of the special reports
on Company share options and the granting of performance
shares; approval of the report of the Board of Directors and the
text of the draft resolutions put to the Shareholders’ Meeting;

— press releases;

— setting the schedule related to the dividend (interim dividends

and balance) for fiscal year 2019;

— distribution of the third interim dividend for the 2017 fiscal year
and setting of the new share issue price for this interim dividend;

— information to the Board of Directors regarding the setting of the
subscription period and price for shares of the Company for the
2018 share capital increase reserved for employees; and

— commitments made by the Company to the Chairman and Chief

Executive Officer;

— information on Company share buybacks.

— examination of the conditions of implementation of performance

April 17

shares grant plan in 2018;

— examination of certain points in the management report;

— approval of the Board of Directors’ report to the Shareholders’
Meeting regarding purchases and sales of shares of the
Company pursuant to Article L. 225-211 of the French
Commercial Code;

— approval in principle of the project to acquire a controlling
block in Direct Énergie, before submitting a public offer for the
shares in Direct Énergie, listed on Euronext Paris, to the French
Financial Markets Authority (Autorité des marchés financiers);
and

— press release pertaining to this transaction.

— information on the amount of the share capital of TOTAL S.A.;

April 25

— information about the results of the option to receive the payment
of the second interim dividend for fiscal year 2017 in shares;

— renewal of the authorization to issue bonds;

— renewal of the authorization to issue security, commitments and

guarantees;

— information on share buybacks; and

— presentation to the Board of the work of the Strategy & CSR

Committee at its meeting on March 14, 2018;

— presentation of the Group’s risk map and, in particular,

presentation of the cybersecurity risk;

— statutory and Consolidated Financial Statements, results for the
first quarter of 2018 after the Audit Committee’s report and work
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;

— preparation for the Annual Shareholders’ Meeting; request for
the addition of a draft resolution to the agenda of the Shareholders’
Meeting proposed by the Central Works Council;

— information and decisions pertaining to the 2018 share capital
increase reserved for employees; supplementary report by the
Board of Directors on the share capital increase reserved for
employees;

— information on the revision of the AFEP-MEDEF Code and
changes to the rules of procedure of the Board of Directors, of
the Audit Committee, of the Governance and Ethics Committee,
of the Compensation Committee and of the Strategy & CSR
Committee;

— information about the results of the option to receive the payment

of the dividend for fiscal year 2017 in shares;

— 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.

June 1 – pre-Shareholders’ Meeting

— preparation for and organization of the Annual Shareholders’
Meeting: responses to the written questions submitted by
shareholders;

— setting of the share issue price for the payment of the balance of
the 2017 dividend, subject to the approval of the third resolution
by the Shareholders’ Meeting on June 1, 2018; and

— authorization to issue guarantees.

June 1 – post-Shareholders’ Meeting

— appointment of the Chairman and Chief Executive Officer and

form of management;

— determination of the compensation of the Chairman and Chief
Executive Officer by application of the compensation policy of the
Chairman and Chief Executive Officer for 2018, as adopted by
the Board of Directors on March 14, 2018, and approved by the
Shareholders’ Meeting on June 1, 2018 (twelfth resolution);

— confirmation of all the provisions of the commitments made by
the Company in favor of the Chairman and Chief Executive
Officer, as described in the compensation policy for the Chairman
and Chief Executive Officer for 2018, adopted by the Board of
Directors on March 14, 2018, and approved by the Shareholders’
Meeting on June 1, 2018 (twelfth resolution);

— reimbursement of the expenses incurred by the Directors and

the Chairman and Chief Executive Officer; and

— renewal of the authorization to issue securities, commitments
and guarantees, of the authorization to issue bonds and of the
authorization to issue guarantees for certain financial transactions;
delegation of powers to buy back Company shares; delegation
of powers to increase the share capital.

July 25

— information on the project to acquire Direct Énergie;

— information on the acquisition of 25% of the capital of Clean

Energy Fuels Corp.;

— presentation of the strategic perspectives of the Refining &
Chemicals segment, including safety and energy efficiency
aspects, the improvement of operational performance and the
control of investments;

— statutory and Consolidated Financial Statements, results for the
second quarter 2018 and the first half of 2018 after the Audit
Committee’s report and work performed by the statutory auditors;

— presentation to the Board of the work of the Audit Committee

at its meetings on June 12 and July 23, 2018;

— setting of a second interim dividend on the dividend for fiscal

year 2018;

— presentation to the Board of the work of the Governance and

Committee at its meeting on September 19, 2018;

— strategic perspectives of Exploration & Production activities with
a presentation of safety indicators and environmental objectives;

— presentation of the Group’s five-year plan;

— information to be presented to investors in September 2018 in
New York on the strategy and the perspectives of the Group;

— the Company’s strategic directions (Article L. 2323- 10 of the

French Labor Code);

— share capital increase reserved for employees (Total Capital 2019)
and grant of free shares as a deferred contribution in this
framework;

— distribution of the first interim dividend for the 2018 fiscal year
and setting of the issue price of new shares for the option to
receive the interim dividend in shares; and

— information on bond issues.

October 25 (in Moscow)

— presentation to the Board of the work of the Strategy & CSR

Committee at its meeting on September 19, 2018;

— presentation of the results of the public offer to acquire Direct

Énergie;

— strategic perspectives of the Marketing & Services segment;

— presentation of the Company’s equal opportunity and salary
equality policy and comparative status of overall employment
and training conditions for women and men in the company;

— Consolidated Financial Statements, results for the third quarter
of 2018 after the Audit Committee’s report and work performed
by the statutory auditors;

— presentation to the Board of the work of the Audit Committee

at its meetings on October 9 and 23, 2018;

— setting a third interim dividend to be paid on the dividend for

fiscal year 2018;

— information on bond issues;

— information about the results of the option to receive the payment

of the first interim dividend for fiscal year 2018 in shares;

— authorization to issue guarantee;

— declarations of crossing of thresholds in the Company’s share

capital; and

— information on the situation of the legal proceedings (Iran – South

Pars 2&3).

December 12

— presentation of the project to invest in the Arctic LNG 2 project;

— presentation of the project to sell off a 4% stake in the Ichtys

project in Australia;

Ethics Committee at its meeting on July 25, 2018;

— presentation of the Strategy & CSR Committee report of

— information on the Shareholders’ Meeting on June 1, 2018, and

December 12, 2018;

results of the votes;

— presentation of the Group’s 2019 budget;

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4 REPORT ON CORPORATE GOVERNANCE

Administration and management bodies

— Board of Directors’ response to the Central Works Council’s

opinion on the Company’s strategic directions;

— distribution of the second interim dividend for the 2018 fiscal

— agreements and commitments concluded and authorized in
the preceding periods, the execution of which continued during
the 2018 fiscal year;

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 ofce

Marie- Christine Coisne- Roquette*

Patrick Artus

Maria van der Hoeven

Gérard Lamarche

* Chairperson of the Committee.

2020

2021

2019

As of March 13, 2019, the Committee is made up of four members,
with a 100% rate of independence.

The careers of the Committee members confirm their possession of
acknowledged expertise in the financial, accounting or audit fields
(refer to point 4.1.1.1 above). Ms. Coisne- Roquette was appointed
“financial expert” of the Committee by the Board at its meeting of
December 16, 2015.

Duties

The rules of procedure of the Audit Committee define the Committee’s
duties as well as its working procedures. After having been modified
on February 8, 2017, in order to adapt the missions of the Committee
to the European audit reform, the Committee’s rules of procedure
were last modified on July 25, 2018, in order to take account of the
new social and environmental responsibility requirements, further to
the revision of the AFEP-MEDEF Code in June 2018. The text of the
unabridged version of the rules of procedure approved by the Board
of Directors on July 25, 2018, is available on TOTAL’s website under
“Our Group/Our identity/Our Governance”.

Notwithstanding the duties of the Board of Directors, the Audit
Committee is tasked with the following missions in particular:

Regarding the statutory auditors:

– making a recommendation to the Board of Directors on the
statutory auditors put before the Annual Shareholders’ Meeting
for designation or renewal, following their selection procedure
organized by General Management and enforcing the
applicable regulations;

– monitoring the statutory auditors in the performance of their
missions and, in particular, examining the additional report
drawn up by the statutory auditors for the Committee, while
taking account of the observations and conclusions of the
(Haut Conseil du
High Council of statutory auditors
Commissariat aux comptes) further to the inspection of the
auditors in question in application of the legal provisions, where
appropriate;

– ensuring that the statutory auditors meet the conditions of
independence as defined by the regulations, and analyzing
the risks to their independence and the measures taken to
mitigate these risks; to this end, examining all the fees paid by
the Group to the statutory auditors, including for services other
than the certification of the financial statements, and making
sure that the rules applying to the maximum length of the term
of the statutory auditors and the obligation to alternate are
obeyed; and

– approving the delivery by the statutory auditors of services
other than those relating to the certification of the financial

statements, in accordance with the applicable regulations.

Regarding accounting and financial information:

— following the process to produce financial information and, where
appropriate, formulating recommendations to guarantee its
integrity, where appropriate;

— monitoring the implementation and the proper workings of a
disclosures Committee in the Company, and reviewing its
conclusions;

— examining the assumptions used to prepare the financial
statements, assessing the validity of the methods used to handle
significant transactions and examining the parent company
financial statements and annual, half-yearly, and quarterly
Consolidated Financial Statements prior to their examination by
the Board of Directors, after regularly monitoring the financial
situation, cash position and off-balance sheet commitments;

— guaranteeing the appropriateness and the permanence of the
accounting policies and principles chosen to prepare the statutory
and Consolidated Financial Statements of the Company;

— examining the scope of the consolidated companies and, where
appropriate, the reasons why companies are not included;

— examining the process to validate the proved reserves of the

companies included in the scope of consolidation; and

— reviewing, if requested by the Board of Directors, major transactions

contemplated by the Company.

Regarding internal control and risk management procedures:

— monitoring the efficiency of the internal control and risk management
systems, and of internal audits, in particular with regard to the
procedures relating to the production and processing of accounting,
financial and non- financial information, without compromising
its independence, and in this respect:
– checking that these systems exist and are deployed, and that
actions are taken to correct any identified weaknesses or
anomalies,

– examining, based in particular on the risk maps developed
by the Company, the exposure to risks, such as financial risks
(including significant off- balance sheet commitments), legal
risks, operational risks, social and environmental risks, as well
as measures taken as a result,

– annually examining the reports on the work of the Group Risk
(formerly named Group Risk

Management Committee
Committee) and the major issues for the Group,

– examining the annual work program of the internal auditors

and being regularly informed of their work,

– 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,

– proposing to the Board of Directors, for implementation, a
procedure
for complaints or concerns of employees,
shareholders and others, related to accounting, internal control
or auditing matters, and monitoring the implementation of
this procedure, and

– where appropriate, examining important operations in which

a conflict of interests could have arisen.

The Audit Committee reports to the Board of Directors on the
performance of its duties. It also reports on the results of the statutory
auditors’ mission concerning the certification of the financial
statements, on how this mission contributed to the integrity of the
accounting and financial information and its role in this process.
It shall inform the Board of Directors without delay of any difficulties
encountered.

Organization of activities

The Committee meets at least seven times each year: each quarter to
review in particular the statutory financial statements of the Company,
and the annual and quarterly Consolidated Financial Statements, and
at least on three other occasions to review matters not directly related
to the review of the quarterly financial statements.

At each Committee meeting where the quarterly financial statements
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,
its liquidity, cash flow and debt situation. A memo describing risk
exposure and off-balance sheet commitments is communicated to
the Committee. This review of the financial statements includes a
presentation by the statutory auditors underscoring the key points
observed.

As part of monitoring the efficiency of the internal control and risk
management systems, as well as internal audits with regard to the
procedures relating to the production and processing of accounting,
financial and non- financial information, the Committee is informed of
the work program of the Corporate Internal Control and Audit
Department and its organization, on which it may issue an opinion.
The Committee also receives a summary of the internal audit reports,
which is presented at each Committee meeting where the quarterly
financial statements are reviewed. The risk management processes
implemented within the Group, as well as updates to them, are
presented regularly to the Committee.

The Committee may meet with the Chairman and Chief Executive
Officer or, if the functions are separate, the Chairman of the Board of
Directors, the Chief Executive Officer as well as, if applicable, any
Deputy Chief Executive Officer of the Company. It may perform
inspections and consult with managers of operating or non- operating
department, as may be useful in performing its duties. The Chairman
of the Committee gives prior notice of such meeting to the Chairman
and Chief Executive Officer or, if the functions of Chairman of the
Board of Directors and Chief Executive Officer are separate, both the
Chairman of the Board of Directors and the Chief Executive Officer.
In particular, the Committee is authorized to consult with those involved
in preparing or auditing the financial statements (Chief Financial Officer
and principal Finance Department managers, Audit Department,
Legal Department) by asking the Company’s Chief Financial Officer
to call them to a meeting.

The Committee consults with the statutory auditors regularly, including
at least once a year without any Company representative present.
If it is informed of a substantial irregularity, it recommends to the
Board of Directors all appropriate action.

If it considers that it is necessary for the accomplishment of its
mission, the Committee can ask the Board of Directors for resources
to receive assistance or conduct external studies on subjects within its
competence. If the Committee calls on external consulting services,
it makes sure that they are objective.

Work of the Audit Committee

In 2018, the Audit Committee met seven times, with an attendance
rate of 100%. The Chairman and Chief Executive Officer did not
attend any of the meetings of the Audit Committee.

February 5

— review of the Consolidated Financial Statements and statutory
financial statements of TOTAL S.A. as parent company for the
fourth quarter of 2017 and the 2017 fiscal year. Presentation by
the statutory auditors of their work performed in accordance
with French and American professional audit standards;

— review of the Group’s financial position;

— update on unvalued guarantees given by TOTAL S.A.;

— update on the Sarbanes- Oxley process: self- assessment carried
out by the Group and audit of the internal control related to
financial reporting by the statutory auditors as part of the SOX
404 process;

— presentation of the “Risks and control” chapter of the Registration
Document: risk factors, legal proceedings, internal control and
risk management procedures;

— general presentation of the Group’s insurance policy: coverage
for 2018 against property damage, business interruption and
civil liability, update on coverage against damage resulting from a
cyberattack; presentation of D&O (Directors & Officers) insurance
and update on main claims; and

— update on the 2017 internal audit and 2018 work schedule.

March 12

— presentation of the chapter of the Registration Document containing

social, environmental and societal information;

— presentation of the duty of vigilance and the vigilance plan;

— evaluation of hydrocarbon reserves at the end of the 2017 fiscal

year;

— presentation of the report on the payments made to governments;

and

— presentation of the statutory auditors’ report in accordance with

the European audit reform.

April 23

— review of the Consolidated Financial Statements and statutory
financial statements of TOTAL S.A. for the first quarter of 2018,
with a presentation by the statutory auditors of a summary of
their limited review;

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

quarter;

— update on the internal audits conducted in the first quarter of
2018 and the 2018 health, safety and environment audit plan;

— presentation of actions taken to implement the corruption
prevention aspects of the French law n° 2016-1691 dated
December 9, 2016, relating to transparency, the fight against
corruption and modernization of the economy;

— presentation of the 2018 health, safety and environment audit

plan and review of the fiscal year 2017;

— review of the internal audit; and

— presentation of the Group risk map: focus on the risk of cyber

crime and example of intrusion test.

June 12

— presentation of the Refining & Chemicals risk map;

— presentation by the Group Risk Management Committee on the

main issues covered in the last year;

— presentation of the significant Exploration & Production

subsidiaries; and

— presentation of the duties of the Consolidation Department
regarding accounting standards as well as the organization of
this function within the Group; presentation of the options chosen
to implement the IFRS 16 standard and description of how the
consolidation scope is monitored as well as the associated
control tests.

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July 23

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

— changes to the rules of procedure of the Audit Committee further

quarter;

to the revision of the AFEP- MEDEF Code in June 2018;

— update on the internal audits conducted in the third quarter of

2018;

— information on compliance by relevant employees with the

provisions of the Financial Code of Ethics; and

— presentation of the architecture of the accounting information

systems.

At each meeting related to the quarterly financial statements, the
Committee reviewed the Group’s financial position in terms of liquidity,
cash flow and debt, as well as its significant risks and off-balance
sheet commitments. The Audit Committee was periodically informed
of the risk management processes implemented within the Group as
well as the work carried out by the Audit & Internal Control division,
which was presented at each Committee meeting where the quarterly
financial statements were reviewed.

The Audit Committee reviewed the financial statements no later than
two days before they were reviewed by the Board of Directors,
a sufficient amount of time as set out in the recommendations of the
AFEP- MEDEF Code.

The statutory auditors attended all Audit Committee meetings held
in 2018.

The Chief Financial Officer, the Deputy Chief Financial Officer, the
Vice President Accounting, the Senior Vice President Audit & Internal
Control division as well as the Treasurer attended all Audit Committee
meetings, related to their area.

The Chairman of the Committee reported to the Board of Directors
on the Committee’s work.

— review of the Consolidated Financial Statements and statutory
financial statements of TOTAL S.A. as parent company for the
second quarter of 2018 as well as those for the first half of 2018.
Presentation by the statutory auditors of a summary of their
limited review;

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

second quarter of 2018;

— update on the internal audits conducted in the second quarter

of 2018; and

— presentation of the Marketing & Services risk map.

October 9

— audit of the accounts as of December 31, 2018: statutory
auditors’ analysis of the main transverse risks to be addressed
as important points in their audit plan for the closing of the 2018
accounts;

— review of significant litigation and status update on the main

pending proceedings involving the Group;

— presentation of the Group’s fiscal position; and

— presentation of the statutory auditors’ fees and the new non- audit

services policy.

October 23

— interview of the members of the Audit Committee with the
statutory auditors in the absence of Group employees. Review
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 ofce

Patricia Barbizet*

Mark Cutifani

Anne-Marie Idrac

Jean Lemierre

* Chairperson of the Committee.

2020

2021

2019

As of March 13, 2019, the Governance and Ethics Committee is made
up of four members, with a 100% rate of independence.

— recommending to the Board of Directors the persons that are

qualified to be appointed as executive directors;

Duties

The rules of procedure of the Governance and Ethics Committee
define the Committee’s duties as well as its working procedures.
They were modified in order to extend the duties of the Committee
to matters regarding compliance as well as the prevention and the
detection of corruption and influence peddling. The text of the
unabridged version of the rules of procedure approved by the Board
of Directors on July 25, 2018, is available on TOTAL’s website under
“Our Group/Our identity/Our Governance”.

The Governance and Ethics Committee is focused on:

— recommending to the Board of Directors persons that are qualified
to be appointed as directors, so as to guarantee the scope of
coverage of the directors’ competencies and the diversity of their
profiles;

— preparing the Company’s corporate governance rules and

supervising their implementation;

— ensuring compliance with ethics rules and examining any questions
related to ethics and situations of conflicting interests; and

— reviewing matters regarding compliance as well as the prevention

and detection of corruption and influence peddling.

Its duties include:

— presenting recommendations to the Board of Directors for its
membership and the membership of its Committees, and the
qualification in terms of independence of each candidate for
Directors’ positions on the Board of Directors;

— proposing annually to the Board of Directors the list of directors

who may be considered as “independent directors”;

— 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
of the governance of the Company as well as the selection and
evaluation of the executive directors and examining the preparation
of their possible successors including establishing a succession
plan, including cases of unforeseeable absence;

— recommending to the Board of Directors the persons that are

qualified to be appointed as directors;

— recommending to the Board of Directors the persons that are
qualified to be appointed as members of a Committee of the Board
of Directors;

— proposing methods for the Board of Directors to evaluate its
performance, and in particular preparing means of regular
self- assessment of the workings of the Board of Directors, and
the possible assessment thereof by an external consultant;

— proposing to the Board of Directors the terms and conditions
for allocating directors’ fees and the conditions under which
expenses incurred by the directors are reimbursed;

— developing and recommending to the Board of Directors the
corporate governance principles applicable to the Company;

— preparing recommendations requested at any time by the Board
of Directors or the General Management of the Company
regarding appointments or governance;

— examining the conformity of the Company’s governance practices
with the recommendations of the Code of Corporate Governance
to which the Company refers;

— supervising and monitoring the implementation of the approach
of the Company with regard to ethics, compliance, prevention
and detection of corruption and influence peddling and, in this
respect, ensuring that the necessary procedures are in place,
including those for updating the Group’s Code of Conduct and
that this Code is disseminated and applied;

— examining any questions related to ethics and potential situations

of conflicting interests;

— examining changes in the duties of the Board of Directors.

Work of the Governance and Ethics Committee

In 2018, the Governance and Ethics Committee held three meetings,
with 91.7% attendance. Its work mainly focused on the following
areas:

February 7

— report of the Lead Independent Director on her mandate;

— discussion on the functioning of the Board of Directors;

— proposal to the Board of Directors regarding the terms of office
of three directors the renewal of which was put to the Annual
Shareholders’ Meeting of June 1, 2018;

— proposal to the Board of Directors regarding the renewal of the
directorship of the Chairman and the Chief Executive Officer;

— proposals to the Board of Directors regarding the assessment of
the independence of the directors based on the independence
criteria specified in the AFEP-MEDEF Code and after reviewing
the level of activity between the Group and companies in which
directors serve;

— proposals to the Board of Directors regarding the composition of

the Committees;

— allocating of directors’ fees to directors and Committee members;

— update on the Market Abuse regulations (Regulation (EU)
n° 596/2014 of April 16, 2014, which came into force on July 3,
2016) and the applicable blackout periods; and

— information update on transactions on the Company’s securities

by executive directors.

March 13

— proposal to the Board of Directors regarding the terms of office
of three directors the renewal of which was put to the Annual
Shareholders’ Meeting of June 1, 2018;

— proposal to the Board of Directors regarding a unified
Management Form, subject to the renewal of the directorship of
Mr. Patrick Pouyanné by the Shareholders’ Meeting in June 1, 2018;

— proposals to the Board of Directors regarding the composition

of the Committees; and

— examination of the parts of the report on corporate governance

within its remit.

July 25

— presentation of the Group’s Ethics and Compliance policy; 2017
review of ethics and compliance activities; 2018 ethics road map;
2018 anti- corruption compliance road map;

— presentation of forthcoming changes in the composition of the
Board of Directors in view of the directorships that come to expire
at the Shareholders’ Meeting of May 29, 2019;

— review of the Shareholders’ Meeting of June 1, 2018; and

— proposal to the Board of Directors regarding the modifications
of the rules of procedure of the Board of Directors and its
Committees in order to notably take into account the AFEP- MEDEF
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 ofce

Gérard Lamarche*

Patricia Barbizet

Marie- Christine Coisne- Roquette

Renata Perycz (a)

Carlos Tavares

n/a (b)

(a) Director representing employee shareholders.
(b) In accordance with the recommendations of the AFEP- MEDEF Code (point 8.3).
* Chairperson of the Committee.

2019

2020

2019

2020

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

The rules of procedure of the Compensation Committee define the
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
and environmental responsibility requirements, further to the revision
of the AFEP- MEDEF Code in June 2018. The text of the unabridged
version of the rules of procedure approved by the Board of Directors
on July 25, 2018, is available on TOTAL’s website under “Our
Group/Our identity/Our Governance”.

The Committee is focused on:

— examining the executive compensation policies implemented by
the Group and the compensation of members of the Executive
Committee;

— evaluating the performance and recommending the compensation

of each executive director; and

— preparing reports which the Company must present in these

areas.

The Committee’s duties include:

— examining the main objectives proposed by the Company’s General
Management regarding compensation of the Group’s executive
officers, including stock option and restricted share grant plans
as well as equity- based plans, and advising on this subject;

— presenting recommendations and proposals to the Board of

Directors concerning:
– compensation, pension and life insurance plans, in- kind
benefits and other compensation (including severance benefits)
for the executive directors of the Company; in particular, the
Committee proposes compensation structures that take into
account the Company’s strategic orientations, objectives and
earnings, market practices as well as one or more criteria
related to social and environmental responsibility,

– stock option and restricted share grants, particularly grants

of restricted shares to the executive directors;

— examining the compensation of the members of the Executive
Committee, including stock option and restricted share grant
plans as well as equity- based plans, pension and insurance plans
and in-kind benefits;

— preparing and presenting reports in accordance with these rules

of procedure;

— at the request of the Chairman of the Board, examining all draft
reports of the Company regarding compensation of the executive
officers or any other matters within its competence.

Work of the Compensation Committee

In 2018, the Compensation Committee held two meetings, with
100% attendance. The Chairman and Chief Executive Officer does
not attend the Committee’s deliberations regarding his own situation.

Its work mainly focused on the following areas:

February 7

— determination of the variable portion of the compensation to be
paid to the Chairman and Chief Executive Officer for his
performance in fiscal year 2017;

— proposed compensation for the Chairman and Chief Executive

Officer (fixed and variable portion for fiscal year 2017);

— examination of the commitments made by the Company to the

Chairman and Chief Executive Officer;

— examining sections within its remit of the report on corporate

governance to shareholders;

— proposal of principles and criteria to determine the components
of the compensation of the Chairman and Chief Executive Officer
for 2018;

— review of compliance with the restrictions on share transfers by

the Chairman and Chief Executive Officer; and

— review of the possibility and implementation conditions of a

performance share and/or stock option plan in 2018.

March 14

— confirmation of the acquisition rate of performance shares under

the 2015 plan;

— proposal of the principles and criteria used to determine the
components of the compensation of the Chairman and Chief
Executive Officer for 2018, in light of the guidance given by the
Board at its meeting of February 7, 2018;

— proposals regarding the 2018 performance share plan; proposal
regarding the grant of performance shares to the Chairman and
Chief Executive Officer; and

— 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 ofce

Patrick Pouyanné*

Patrick Artus

Patricia Barbizet

Anne- Marie Idrac

Jean Lemierre

Christine Renaud (a)

n/a (b)

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

2021

2020

2021

2019

2020

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
Committee’s duties as well as its working procedures. They were last
modified on July 25, 2018, in order to take account of the new social
and environmental responsibility requirements, further to the revision
of the AFEP- MEDEF Code in June 2018. The text of the unabridged
version of the rules of procedure approved by the Board of Directors
on July 25, 2018, is available on TOTAL’s website under “Our
Group/Our identity/Our Governance”.

To allow the Board of Directors of TOTAL S.A. to ensure the Group’s
development, the Strategy & CSR Committee’s duties include:

In 2018, the Strategy & CSR Committee held three meetings, with
100% attendance. Its work mainly focused on the following areas:

March 14

— analysis of the strategy of one of the Group’s major competitors;

— comparison of major oil companies’ 2017 results; and

— presentation of the Group’s ESG performance.

September 19

— strategic directions of the Gas, Renewables & Power segment;

— examining the Group’s overall strategy proposed by the

and

Company’s Chief Executive Officer;

— examining the Group’s corporate social and environmental
responsibility (CSR) issues and, in particular, issues relating to
the incorporation of the Climate challenge in the Group’s strategy;

— 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.

— the Group’s “Climate” ambition.

December 12

— presentation of the climate strategy; review of worldwide
climate- related litigation and financing of the oil and gas projects.

4.1.3 Report of the Lead Independent Director on her mandate

During the Board meeting of February 6, 2019, Ms. Barbizet
presented a report on her mandate as Lead Independent Director.
The Lead Independent Director indicated that she exercised her
duties during the 2018 fiscal year as follows:

— Contact with the Chairman and Chief Executive Officer:

The Lead Independent Director has been a privileged interlocutor of
the Chairman and Chief Executive Officer with respect to significant
matters concerning the Group’s business and preparing meetings
of the Board of Directors. The Lead Independent Director thus met
the Chairman and Chief Executive Officer very regularly, on a monthly
basis, and before each meeting of the Board of Directors.

— Assessment of the Board of Directors’ practices:

The Lead Independent Director conducted the assessment of the
Board of Directors’ practices.

— Avoidance of conflicts of interest:

The Lead Independent Director has performed due diligence in order
to identify and analyze potential conflicts of interest. She brought to
the attention of the Chairman and Chief Executive Officer the potential
conflicts of interest that had been identified. The Lead Independent
Director was consulted in July 2018 by a director about a potential
conflict of interest arising due to that director’s possible participation
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
respond to the offer to chair this Committee. The Lead Independent
Director was also consulted in October 2018 by the director
concerning that director’s potential participation to a strategic
committee of a fund manager. He was answered positively.

— Monitoring of the Board’s practices:

The Lead Independent Director held a meeting of the independent
directors on December 12, 2018. At the meeting, the discussions
related in particular to increasing the senior executives’ knowledge
of the Group, with a particular view to the succession plans, and to
analyzing the impact of disruptive scenarios on the Group’s situation.

— Relationships with shareholders:

The Chairman and Chief Executive Officer and the Lead Independent
Director are the privileged points of contacts for shareholders
concerning matters under the Board’s responsibility. In accordance
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
consult the Lead Independent Director before responding.

When the Lead Independent Director is solicited in this area, she
informs the Chairman and Chief Executive Officer and gives her
opinion, so that the Chairman and Chief Executive Officer can give
appropriate response to the request. The Chairman and Chief
Executive Officer informs the Lead Independent Director of the
response.

In addition, the Lead Independent Director participated on June 28,
2018 with the Chairman and Chief Executive Officer in a meeting
with a large shareholder of the Company. He also participated with
the Chairman and Chief Executive Officer in another conference call
on December 10, 2018 with another large shareholder of the
Company. The terms discussed during these two meetings included
the functioning of the Board of Directors, the exercise by the Lead
Director of the missions entrusted to her by the Board, the way in
which the Board manages the risks facing the Company as well as
the compensation of the Chairman and Chief Executive Officer.

The Lead Independent Director presented to the shareholders her
report on the her mandate during the Shareholders’ Meeting on
June 1st, 2018.

— Visits to Group sites by the Directors:

Ms. Barbizet took part, with other directors, in the following visits to
Group sites:

— Yamal LNG plant (October 26, 2018);
— Akpo field and Bonny LNG plant in Nigeria (December 18, 2018).

These site visits provided the opportunity for the directors concerned
to meet Group executives and partners as well as leading figures in
the energy sector.

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4.1.4 Evaluation of the functioning of the Board of Directors

Once a year, the Board of Directors discusses its functioning. It also
conducts a formal assessment of its own functioning at regular
intervals of up to three years. The evaluation is carried out under the
supervision of the Lead Independent Director, if one has been
appointed, or under the supervision of the Governance and Ethics
Committee, with the assistance of an outside consultant. When a
Lead Independent Director is appointed, he or she oversees this
evaluation process and reports on it to the Board of Directors.

At its meeting of March 13, 2019, the Board of Directors discussed
its functioning. Ms. Barbizet, Lead Independent Director, managed
this evaluation process in January and February 2019 on the basis of
a formal assessment carried out with the help of an outside
consultant, in the form of a detailed questionnaire. The responses
given by the directors were then presented to the Governance and
Ethics Committee to be reviewed and summarized. This summary
was then discussed by the Board of Directors. This process made it
possible to confirm the quality of each director’s contribution to the
work of the Board and its Committees.

This formal evaluation showed a positive opinion of the functioning of
the Board of Directors and the Committees. In particular, it was noted
that the suggestions for improvement made by the directors in recent
years had generally been taken into account. During the Board of
Directors’ meetings, some of which were held at certain of the Group’s
sites, special attention was paid at the start of each meeting to the
review of the main points to be examined by the Board (financial
statements, large- scale investment and divestment projects, etc.).

Furthermore, the main suggestions for improving the Board made by
the directors during their January 2016, January 2017 and January
2018 self- assessments have been implemented:

— monitoring risks at Board level: an annual presentation of the
Group’s risk map is now on the Board’s agenda. Presentations
were given at the Board meetings of April 26, 2016, April 26,
2017 and April 25, 2018;

— changes to the composition of the Board: the Governance and
Ethics Committee’s proposals to the Board of Directors met the

4.1.5 General Management

expectations of the Board members, particularly with the addition
of the experience of two Chief executive officers of leading
companies, who joined the Board following the Shareholders’
Meeting of May 26, 2017;

— independent directors’ meeting: now held at least once a year at
the initiative of the Lead Independent Director. Meetings took
place on December 21, 2016, December 12, 2017, and
December 12, 2018;

— secure platform to access the Board’s documents: the platform
was put in place as of September 21, 2016, for Board meetings
and as of April 24, 2017, for Audit Committee meetings, with the
establishment of a directors’ manual in June 2018;

— succession plan for the executive directors: the succession plan
for executive directors was reviewed at the meeting of the
Governance and Ethics Committee of February 8, 2017 and
February 7, 2018.

The assessment conducted in January and February 2019 highlighted
the directors’ satisfaction with the functioning of the Board of
Directors, both in terms of form and substance, and, in particular,
concerning freedom of expression, the quality of dialog, the collegiality
of decision- making as well as the relevance of subjects addressed.
The directors particularly appreciated the pace and agenda of
meetings, the quality of the exchanges during lunches before the
meetings and during the visits to Group sites organized for them, as
well as the quality of relations with the Lead Independent Director.

The Board of Directors made the following suggestions that could
further improve its functioning:

— consider alternative disruptive scenarios within the framework of

the strategic consideration;

— increase opportunities to meet the Group’s executive officers; and

— prepare the succession plan for key positions among the Board

of Directors.

4.1.5.1 Uniﬁed Management Form

Combination of the management positions

At its meeting on December 16, 2015, the Board of Directors decided
to reunify the positions of Chairman and Chief Executive Officer of
TOTAL S.A. as of December 19, 2015. As a result, since that date,
Mr. Pouyanné has held the position of Chairman and Chief Executive
Officer of TOTAL S.A.

Following the death of TOTAL’s former Chairman and Chief Executive
Officer, Mr. de Margerie, the Board of Directors decided, at its meeting
on October 22, 2014, to separate the functions of Chairman and
Chief Executive Officer in order to best ensure the transition of the
General Management. The Board of Directors therefore appointed
Mr. Pouyanné as Chief Executive Officer for a term of office expiring
following the Annual Shareholders’ Meeting called in 2017 to approve
the 2016 financial statements (1), and Mr. Desmarest as Chairman of
the Board of Directors for a term of office expiring on December 18,
2015, in accordance with the age limit set out in the bylaws. It was
announced that, on that date, the functions of Chairman and Chief
Executive Officer of TOTAL S.A. would be combined.

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
end of the Shareholders’ Meeting in 2021 that will approve the
accounts of fiscal year 2020. On the proposal of the Governance
and Ethics Committee, approved by the meeting of the Board of
Directors of March 14, 2018, the latter met after the Shareholders’
Meeting and unanimously decided to renew Mr. Pouyanné’s term of
office as the Chairman and Chief Executive Officer for the duration of
his directorship.

At the meeting of the Board of Directors of March 14, 2018, the
Lead Independent Director notably reiterated that the proposal to
continue to combine the positions of Chairman of the Board of
Directors and Chief Executive Officer was made further to work done
by the Governance and Ethics Committee in the interests of the
Company. In this regard, the unified Management Form was deemed
to be most appropriate to the Group’s organization, modus operandi
and business, and to the specific features of the oil and gas sectors,
particularly in light of the advantage for the Group of having a unified
management in strategic negotiations with States and the Group’s
partners.

(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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The Lead Independent Director also reiterated that the Group’s
governance structure ensures a balanced distribution of powers. To this
end, at its meeting on December 16, 2015, the Board amended the
provisions of its Rules of Procedure to provide for the appointment of
a Lead Independent Director in the event of the combination of the
positions of Chairman of the Board of Directors and Chief Executive
Officer. The Lead Independent Director’s duties, resources and rights
are described in the Rules of Procedure of the Board of Directors.

The balance of powers within the Company’s bodies is also ensured
by the composition of the Board of Directors and that of its four
Committees, particularly given the high proportion of members who
are independent directors. It is further ensured by the directors’ full
involvement in the work of the Board and the Committees, and by
their diverse profiles, skills and expertises.

In addition, the Board’s Rules of Procedure provide that investments
and divestments considered by the Group exceeding 3% of equity,
as well as any significant transactions not included in the announced
Company strategy, must be approved by the Board, which is also
informed of any significant events related to the Company’s
operations, particularly investments and divestments in amounts
exceeding 1% of equity.

Finally, the Company’s bylaws offer the necessary guarantees to
ensure compliance with best governance practices under a unified
Management Form. In particular, they stipulate that a Board meeting
may be convened by any means, including verbally, and at short
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
the Company.

Lead Independent Director

At its meeting on December 16, 2015, the Board of Directors appointed
Ms. Barbizet as Lead Independent Director as of December 19,
2015. Pursuant to the provisions of the Rules of Procedure of the
Board of Directors, she therefore chairs the Governance and Ethics
Committee.

The duties of the Lead Independent Director are described in detail
in the Rules of Procedure of the Board of Directors, the full version
of which is provided in point 4.1.2.1 of this chapter.

4.1.5.2 Executive Committee and Group

Performance Management Committee

The Executive Committee

The Executive Committee, under the responsibility of the Chairman
and Chief Executive Officer, is the decision- making body of the Group.

It implements the strategy formulated by the Board of Directors and
authorizes related investments, subject to the approval of the Board
of Directors for investments exceeding 3% of the Group’s equity, as
well as any significant transactions not included in the announced
company strategy, or notification of the Board for investments
exceeding 1% of equity.

In 2018, the Executive Committee met at least twice a month, except
in August when it met once.

As of December 31, 2018, the members of Executive Committee
were as follows:

— Patrick Pouyanné, Chairman and Chief Executive Officer and

President of the Executive Committee;

— Arnaud Breuillac, President, Exploration & Production;
— Patrick de La Chevardière, Chief Financial Officer;
— Momar Nguer, President, Marketing & Services;
— Bernard Pinatel, President, Refining & Chemicals;
— Philippe Sauquet, President, Gas, Renewables & Power, and

President, Group Strategy- Innovation; and

— Namita Shah, President, People & Social Responsibility.

The current members of the Executive Committee have informed the
Company that they have not been charged with, convicted or subject
to any incrimination, conviction or sanction pronounced by a judicial
or administrative authority or a professional body, have not been
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

Born on June 24, 1963
(French)

Director of TOTAL S.A.
since the Ordinary
Shareholders’ Meeting
of May 29, 2015

Business address:
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

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 advisor to the Prime Minister – Édouard Balladur – in the fields of the Environment and Industry from
1993 to 1995, Chief of staff for the Minister for Information and Aerospace Technologies – François Fillon – from
1995 to 1996). In January 1997, he joined TOTAL’s Exploration & Production division, first as Chief Administrative
Officer in Angola, before becoming Group representative in Qatar and President of the Exploration and Production
subsidiary in that country in 1999. In August 2002, he was appointed President, Finance, Economy and IT for
Exploration & Production. In January 2006, he became 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, Mr. Pouyanné was appointed Deputy General Manager, Chemicals, and Deputy
General Manager, Petrochemicals. In January 2012, he became President, Refining & Chemicals and a member
of the Group’s Executive Committee.

On October 22, 2014, he became Chief Executive Officer of TOTAL S.A. and Chairman of the Group’s Executive
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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Administration and management bodies

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.

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
Continental Europe and Central Asia area. In July 2010, he became the Middle East director in the Exploration &
Production segment, and joined the Management Committee in January 2011. On January 1, 2014, Arnaud
Breuillac was appointed President of TOTAL’s Exploration & Production segment, and he has been a member of
the Group’s Executive Committee since October 1, 2014.

Main function: President of TOTAL S.A.’s Exploration & Production segment

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

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
a business manager and became the director of the Operations and Subsidiaries department in 1995. In 2000,
he was appointed Asia director in the Refining and Marketing division, then Deputy Chief Financial Officer of
TOTAL in September 2003, and he became a member of the Management Committee in January 2005. Patrick
de La Chevardière has also been a member of the Executive Committee since June 2008.

Main function: Chief Financial Officer of TOTAL S.A.

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

Within the TOTAL Group
— Member of the TOTAL Executive Committee
— 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

Born on July 2, 1958
(French)

Member of TOTAL S.A.’s
Executive Committee
since October 1, 2014

Business address:
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

Born on March 1, 1957
(French)

Member of TOTAL S.A.’s
Executive Committee
since June 2008

Business address:
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

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MOMAR NGUER

Member of the TOTAL Executive Committee

Biography & Professional Experience

Born on July 8, 1956
(French and Senegalese)

Member of TOTAL S.A.’s
Executive Committee
since April 15, 2016

Business address:
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

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
Africa. He then took charge of the General Management of the Marketing subsidiaries of Total Cameroon, in 1995,
then Total Kenya, in 1997. In 2000, he was appointed director of East Africa and the Indian Ocean in TOTAL’s
Refining & Marketing segment. From 2007 to 2011, Momar Nguer was the Group’s Aviation Managing Director.
In December 2011, he became the Africa – Middle East director of TOTAL’s Marketing & Services segment.
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
member of the TOTAL Group’s Executive Committee.

Main function: President of TOTAL S.A.’s Marketing & Services 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 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

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

Born on June 5, 1962
(French)

Member of TOTAL S.A.’s
Executive Committee
since September 1, 2016

Business address:
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

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
Allen & Hamilton, before joining the TOTAL group in 1991, where he occupied various operational positions in
the production plants and head offices of different subsidiaries, including Hutchinson and Coates Lorilleux. He
became the CEO France, and then the CEO Europe of Bostik between 2000 and 2006, and the Chairman and
Chief Executive Officer of Cray Valley, from 2006 to 2009. In 2010, he became the Chairman and Chief Executive
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.

When Arkema took over Bostik in February 2015, he was nominated as a member of the Executive Committee
of Arkema, responsible for the High- Performance Materials activity.

He joined the TOTAL Group on September 1, 2016, and was appointed President of the Refining & Chemicals
segment and a member of the Group Executive Committee.

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

Born on September 20,
1957 (French)

Member of TOTAL S.A.’s
Executive Committee
since September 1, 2016

Business address:
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

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
1988 as the sales manager of the Acrylic Materials division. He joined TOTAL in 1990 as Vice President,
Anti-Corrosion Paints, before being nominated Chemicals Strategy Vice President.

In 1997, he joined Gas & Power, where he was successively Vice President, Americas, Vice President,
International, Senior Vice President, Strategy and Renewable Energies, Senior Vice President, Trading & Marketing,
Gas & Power, based in London. On July 1, 2012, he was appointed President of Gas & Power, and became a
member of the Group’s Management Committee at the same time.

On October 29, 2014, he took charge of the Refining & Chemicals segment and joined the Group Executive
Committee. On April 15, 2016, he also became interim President of New Energies.

On September 1, 2016, he was appointed President of the newly created Gas, Renewables & Power segment.
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

Born on August 21,
1968 (French)

Member of TOTAL S.A.’s
Executive Committee
since September 1, 2016

Business address:
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

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
involving financings of pipeline and power plant companies.

She joined TOTAL in 2002 as a Legal Counsel in the E&P mergers and acquisitions team. In 2008, she joined the
New Business team where she was responsible for business development in Australia and Malaysia. She held
this position until 2011 when she moved to Yangon as General Manager, Total E&P, Myanmar.

On July 1, 2014, she was appointed Senior Vice President, Corporate Affairs, Exploration & Production.

On September 1st, 2016, she was appointed President People & Social Responsibility and member of the Executive
Committee.

Main function: President of People & Social Responsibility at TOTAL S.A.

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

The mission of the Group Performance Management Committee is
to examine, analyze and monitor the HSE, financial and operational
results of the Group. It is chaired by the Chairman and Chief Executive
Officer and meets monthly.

In addition to the members of the Executive Committee, this Committee
is made up of the heads of the Group’s main business units, as well
as a limited number of Senior Vice Presidents of functions at the
Group and business segments levels.

Balanced representation of women and men and diversity
results in the 10% of positions at TOTAL S.A. with the
highest responsibilities (Article L. 225- 37- 4, 6° of the French
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

men is promoted in the Group through a global policy of gender
diversity, goals set by General Management, a Human Resources
process that takes the issue of gender into consideration, agreements
in favor of a better work- life balance (such as the agreement on
remote working in France) and awareness- raising and training actions.

In terms of TOTAL S.A., the Group’s commitment in favor of diversity
took shape in 2016 with the arrival of the President of the People &
Social Responsibility division to the Group’s Executive Committee
(7 people). With regard to diversity in the 10% of the highest
management positions of the Company, the proportion of women
equals 15%. At Group level, which is the most relevant perimeter
considering TOTAL’s activities, this proportion equals 21% (1).

For further information, refer to point 5.3.3 of chapter 5.

4.1.6 Shares held by the administration and management bodies

As of December 31, 2018, based on statements by the concerned
persons and the share register listing registered shares, all of the
members of the Board of Directors and the Group’s executive
officers (2) held less than 0.5% of the share capital:

— members of the Board of Directors (3): 144,244 shares and
11,982.73 units of the collective investment fund (“FCPE”)
invested in TOTAL shares;

— Chairman and Chief Executive Officer: 127,617 shares and

8,931.37 units of the FCPE invested in TOTAL shares;

— members of the Executive Committee (4): 429,674 shares and
42,822.23 units of the collective investment fund (“FCPE”)
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.

By decision of the Board of Directors:

— Executive directors are required to hold a number of TOTAL
shares equal in value to two years of the fixed portion of their
annual compensation; and

— members of the Executive Committee are required to hold a
number of TOTAL shares equal in value to two years of the fixed
portion of their annual compensation. These shares must be
acquired within three years of their appointment to the Executive
Committee.

The number of TOTAL shares to be considered is comprised of
TOTAL shares and units of the 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)

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

Units in FCPE and other
related financial instruments (b)

Gérard Lamarche (a)

TOTAL shares

Units in FCPE and other
related financial instruments (b)

Jean Lemierre (a)

TOTAL shares

Units in FCPE and other
related financial instruments (b)

Renata Perycz (a)

TOTAL shares

Units in FCPE and other
related financial instruments (b)

Carlos Tavares (a)

TOTAL shares

Units in FCPE and other
related financial instruments (b)

Christine Renaud (a)

TOTAL shares

107.00

14.00

150.00

81.99

Units in FCPE and other
related financial instruments (b)

176.80

(99.00)

(392.00)

Arnaud Breuillac (a)

TOTAL shares

18,860.00

1,348.00

(6,100.00)

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)

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)

Bernard Pinatel (a)

TOTAL shares

Units in FCPE and other
related financial instruments (b)

409.02

7,091.96

897.00

52.69

2,850.55

(1,729.97)

Philippe Sauquet (a)

TOTAL shares

18,860.00

(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

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.

21,400.00

17,300.00

52,900.00

2,550.00

12,500.00

1,350.00

(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
governance and at its meeting on November 4, 2008, the Board of
Directors decided to refer to the AFEP-MEDEF Code of Corporate
Governance for publicly traded companies (available on the AFEP
and MEDEF websites).

The AFEP- MEDEF Code was revised in June 2013 to introduce new
changes regarding, in particular, a consultation procedure in which
shareholders can express an opinion on the individual compensation
of the executive directors (say on pay), as well as the establishment
of a High Committee for corporate governance, an independent
structure in charge of monitoring the implementation of the Code.
It was also revised in November 2015 to introduce the principle of
consultation of the Annual Shareholders’ Meeting in case of the sale

of at least one half of the Company’s assets and to bring the Code in
line with new laws regarding supplementary pensions of executive
directors. The Code was also revised in November 2016 in order
to clarify and complete certain recommendations, in particular on
the independence of directors, CSR and the compensation of the
executive directors. Finally, the AFEP- MEDEF Code was revised in
June 2018, in particular in order to take increased account of corporate
social and environmental responsibility. It also contains more stringent
requirements in the realms of non- discrimination and diversity.

Pursuant to Article L. 225-37- 4 of the French Commercial Code,
the following table sets forth the sole recommendation made in the
AFEP- MEDEF Code that the Company has opted not to follow as
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)

Supplementary pension schemes with defined benefits must be
subject to the condition that the beneficiary must be a director or
employee of the company when claiming his or her pension rights
pursuant to the applicable rules.

It appeared justified not to deprive the relevant beneficiaries of
the benefit of the pension commitments made by the Company in
the particular cases of the disability or departure of a beneficiary
over 55 years of age at the initiative of the Group. In addition,
it should be noted that the supplementary pension plan set up by
the Company was declared to URSSAF in 2004, in accordance
with Articles L. 137- 11 and R. 137- 16 of the French Social Security
Code.

In recent years, the Company’s practices have evolved in two areas
concerning the recommendations made in the AFEP- MEDEF Code.

First, a meeting of directors not attended by the executive directors
has been held annually since 2017. The recommendation made in
the AFEP- MEDEF Code (point 10.3) stating that “It is recommended
that a meeting not attended by the executive officers be organized
each year” is thus followed.

Second, concerning the recommendation made in the AFEP-MEDEF
Code concerning the composition of the Compensation Committee
that one “employee director should be a member”, the Board of
Directors approved on February 8, 2017, the proposal of the
Governance and Ethics Committee to appoint Ms. Renata Perycz as
a member of the Compensation Committee as of the Shareholder
Meeting of May 26, 2017. Ms. Perycz, thanks to the nature of her
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
defined by the Board of Directors on the proposal of the Governance
and Ethics Committee, subject to the aggregate maximum amount
of directors’ fees authorized by the Annual Shareholders’ Meeting of
May 17, 2013, and set at €1.4 million per fiscal year.

In 2018, the aggregate amount of directors’ fees due to the members
of the Board of Directors (12 directors on December 31, 2018) was
€1.4 million.

Rules for allocating directors’ fees

The directors’ fees for fiscal year 2018 are allocated according to a
formula comprised of fixed compensation and variable compensation
based on fixed amounts per meeting, which makes it possible to
take into account each director’s actual attendance at the meetings
of the Board of Directors and its Committees, subject to the
conditions below:

— a fixed annual portion (1) of €30,000 for the Chairman of the Audit

Committee (2);

— a fixed annual porti on (1) of €25,000 for the Audit Committee

members (2);

— a fixed annual portion (1) of €25,000 for the Chairman of the
Governance and Ethics Committee and for the Chairman of the
Compensation Committee (2);

— an additional fixed annual portion (1) of €30,000 for the Lead

Independent Director (beyond amounts above);

— an amount of €7,500 per director for each Board of Directors’
meeting actually attended (in view of the additional workload of
the Board);

— an amount of €3,500 per director for each Governance and
Ethics Committee, Compensation Committee or Strategy and
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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Compensation for the administration and management bodies

— an amount of €7,000 per director for each Audit Committee

meeting actually attended; and

equal to the amount of €1.4 million authorized by the Shareholders’
Meeting.

— a premium of €4,000 for travel from outside France to attend a

Board of Directors’ or Committee meeting.

The Chairman and Chief Executive Officer does not receive directors’
fees for his work on the Board and Committees of TOTAL S.A.

The total amount paid to each director is determined after taking into
consideration the director’s actual presence at each Board of Directors’
or Committee meeting and, if appropriate, after prorating the amount
set for each director such that the overall amount paid remains within
the maximum limit set by the Shareholders’ Meeting. Directors’ fees
for each fiscal year are paid following a decision by the Board of
Directors, on the proposal of the Governance and Ethics Committee,
at the beginning of the following fiscal year.

The director representing employee shareholders and the director
representing employees receive directors’ fees according to the same
terms and conditions as any other director.

In view of the number of Board and Committee meetings held in
fiscal year 2018, the above allocation rules produced an amount of
€1,610,000, which is higher than the cap voted by the Shareholders’
Meeting of May 17, 2013. Consequently, this amount was prorated,
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

The table below presents the total compensation and including
in- kind benefits due and paid during the previous two fiscal years
to each executive and non- executive director in duties during the
fiscal year.

Ms. Christine Renaud, the director representing employees since
May 26, 2017, 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), governed 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 Ms. Renaud of €647.

During the past two years, the directors currently in office have not
received any compensation or in- kind benefits from TOTAL S.A. or
from its controlled companies other than those mentioned in the
table below.

Moreover, there is no service contract between a director and
TOTAL S.A. or any of its controlled companies that provides for the
grant of benefits under such a contract.

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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)

Gross amount (€)

Patrick Pouyanné

Fiscal year 2017

Fiscal year 2018

Amounts due

Amounts paid

Amounts due

Amounts paid

Directors’ fees

Other compensation

(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

Mark Cutifani

Other compensation

Directors’ fees (b)

Other compensation

53,500

106,522

53,500

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

Gérard Lamarche

Directors’ fees

181,000

150,000

201,304

181,000

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

Other compensation

57,946

60,681

Christine Renaud

Directors’ fees (c)

Carlos Tavares

TOTAL (d)

Other compensation

Directors’ fees (b)

Other compensation

53,000

60,789

42,000

91,739

60,789

63,471

63,043

42,000

1,306,769

853,963

1,524,151

1,312,186

120,000

60,681

53,000

(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 Ofcer’s compensation

4.3.2.1 Compensation of Mr. Patrick Pouyanné

for ﬁscal year 2018

This report by the Board of Directors, on the proposal of the
Compensation Committee, and in application of Article L. 225- 37- 3 of
the French Commercial Code, presents the total compensation and
benefits of all kinds, paid to the Chairman and Chief Executive Officer
in the fiscal year 2018 (1). It makes the distinction between the fixed,
variable and extraordinary components of the total compensation
and benefits, as well as the criteria used to calculate them or the
circumstances due to which they were attributed. This report also
mentions all the commitments of all kinds made by the Company in
favor of the Chairman and Chief Executive Officer corresponding
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.

The payment to the Chairman and Chief Executive Officer of the
variable component for fiscal year 2018 is conditional on the approval
of the Ordinary Shareholders’ Meeting on May 29, 2019, of the
compensation components of the Chairman and Chief Executive
Officer, under the conditions stipulated in Articles L. 225- 37- 2,
L. 225- 100, and R. 225- 29- 1 of the French Commercial Code (decree
No. 2017- 340 of March 16, 2017, applicable since March 18, 2017).

The Ordinary Shareholders’ Meeting on May 29, 2019 will be called
on to approve the fixed and variable components of the total
compensation and the benefits of any kind paid or attributed to the
Chairman and Chief Executive Officer for the fiscal year 2018, in
application of Article L. 225- 100 of the French Commercial Code.

(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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4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

Table of the compensation of the Chairman and Chief Executive Officer
(AMF position- recommendation No. 2009- 16 – AMF Table No. 2)

(in €)

Patrick Pouyanné

Chairman and Chief Executive Officer

Fixed compensation

Annual variable compensation

Multi- year variable compensation

Extraordinary compensation

Directors’ fees

In- kind benefits (b)

TOTAL

Fiscal year 2017

Fiscal year 2018

Amount due
for the
ﬁscal year

Amount paid
during the
ﬁscal year (a)

Amount due
for the
ﬁscal year

Amount paid
during the
ﬁscal year (a)

1,400,000

2,400,300

2,339,400

1,725,900

2,400,300

67,976

69,232

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)

Patrick Pouyanné

Chairman and Chief Executive Officer

Fiscal year 2017

Fiscal year 2018

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)

Number of performance shares granted during the fiscal year

TOTAL

2,134,200

2,607,840

60,000

72,000

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

Executive
directors

Employment
contract

Supplementary
pension plan

Payments
or beneﬁts
due or likely
to be due upon
termination or
change in duties

Beneﬁts
related to a
non- compete
agreement

Patrick Pouyanné
Chairman and Chief Executive Officer
Start of term of office: December 19, 2015
End of term of office: Shareholders’ Meeting of 2021
to approve the financial statements for fiscal year 2020

YES
Internal supplementary
defined benefit pension
plan (a) and defined
contribution pension plan
known as RECOSUP

YES (a)
Severance benefit and
retirement benefit

(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

REPORT ON CORPORATE GOVERNANCE

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

Components
of compensation

Amount or
accounting valuation
submitted for vote

Presentation

Components of total compensation paid or granted for ﬁscal year 2018

Fixed
compensation

€1,400,000
(amount paid in 2018)

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

Annual variable
compensation

€1,725,900
(amount to be paid
in 2019)

The variable portion of Mr. Pouyanné’s compensation for his duties as Chairman and
Chief Executive Officer for fiscal year 2018 has been set at €1,725,900, corresponding
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)

Economic parameters (quantifiable targets)

– Safety

– TRIR
– FIR, comparative
– Evolution of the number of Tier 1 + Tier 2 incidents

– Return on equity (ROE)

– Net-debt-to- equity ratio (1)

– Adjusted net income (ANI), comparative

Personal contribution (qualitative criteria)

– Steering of the strategy and successful strategic

negotiations with producing countries – achievement
of production and reserve targets

– Performance and outlook with respect to Downstream
activities (Refining & Chemicals/Marketing & Services) –
The Group’s gas- electricity- renewables growth strategy

– Corporate Social Responsibility (CSR) performance

TOTAL

Maximum
percentage

Percentage
allocated

140%

83.28%

20%

15.68%

12%
4%
4%

30%

40%

50%

40%

11.80%
0%
3.88%

27.6%

40%

15%

10%

15%

10%

15%

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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4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

Components
of compensation

Amount or
accounting valuation
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.

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Compensation for the administration and management bodies 4

REPORT ON CORPORATE GOVERNANCE

Components
of compensation

Amount or
accounting valuation
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
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

Components
of compensation

Amount or
accounting valuation
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,
-1 st 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.

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

The Board of Directors has not granted any extraordinary compensation.

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

On March 14, 2018, Mr. Pouyanné was granted 72,000 existing shares of the Company
(corresponding to 0.0028% of the share capital (2)) pursuant to the authorization of the
Company’s Combined Shareholders’ Meeting of May 24, 2016 (twenty- fourth resolution)
subject to the conditions set out below. These shares were granted under a broader
share plan approved by the Board of Directors on March 14, 2018, relating to 0.24% of
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.

Multi- year or
deferred variable
compensation

Extraordinary
compensation

n/a

Directors’ fees

n/a

€2,607,840 (1)
(accounting valuation)

Stock options,
performance
shares (and all
other forms
of long- term
compensation)

(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

REPORT ON CORPORATE GOVERNANCE

Components
of compensation

Amount or
accounting valuation
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
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
assuming a
position

n/a

Mr. Pouyanné was not granted any payment for assuming his 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
in- kind benefits

€69,232
(accounting valuation)

The Chairman and Chief Executive Officer is entitled to a company vehicle.

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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4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

Components
of compensation

Amount or
accounting valuation
submitted for vote

Presentation

Severance
benefit

None

Retirement
benefit

None

Non- compete
compensation

n/a

Supplementary
pension plan

None

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TOTAL Registration Document 2018

The Chairman and Chief Executive Officer is entitled to a benefit equal to two years of
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.

The Chairman and Chief Executive Officer is entitled to a retirement benefit equal to
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%;

The retirement benefit cannot be combined with the severance benefit described above.

Mr. Pouyanné has not received any non- compete compensation.

Pursuant to applicable legislation, the Chairman and Chief Executive Officer is eligible
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.

Compensation for the administration and management bodies 4

REPORT ON CORPORATE GOVERNANCE

Components
of compensation

Amount or
accounting valuation
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
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

Components
of compensation

Amount or
accounting valuation
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.

The commitments made to the Chairman and Chief Executive Officer regarding the pension
and insurance plans, the retirement benefit and the severance benefit (in the event of
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.

Approval by the
Shareholders’
Meeting

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
Ordinary Shareholders’ Meetings and in accordance with the
provisions of Article L. 225- 100 of the French Commercial Code,
the shareholders approve the fixed and variable components
of the total compensation and in- kind benefits paid or granted to

the Chairman and Chief Executive Officer for the fiscal year
ended December 31, 2018, as presented in the report on
corporate governance, covered by Article L. 225- 37 of the
French Commercial Code and in the 2018 Registration Document
(chapter 4, point 4.3.2.1).

(1) Subject to approval by the Ordinary Shareholders’ Meeting on May 29, 2019.

156

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Compensation due to the Chairman and Chief Executive Officer for the last three fiscal years

Compensation for the administration and management bodies 4

REPORT ON CORPORATE GOVERNANCE

€3,000,000

€2,500,000

€2,000,000

€1,500,000

€1,000,000

€500,000

€0

Based salary (paid in Y)

Variable portion (paid in Y+1)

Performance shares
(accounting valuation)

In-kind benefts
(accounting valuation)

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 Ofcer (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 Committee, in accordance with the provisions of
Article L. 225- 37- 2 of the French Commercial Code, describes 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 as a result of his duties.

At its meeting on March 14, 2018, and on the proposal of the
Compensation Committee, the Board of Directors decided that the
amount of the fixed component of the compensation of the Chairman
and Chief Executive Officer, the maximum percentage of the variable
part of his compensation, as well as the annual number of performance
shares attributed to the Chairman and Chief Executive Officer will not
be changed throughout his term of office as Chairman and Chief
Executive Officer, in other words, until the General Shareholders’
Meeting held in 2021 to approve the accounts of fiscal year ending
December 31, 2020.

The compensation policy for the Chairman and Chief Executive Officer
was approved by the Board of Directors, on the proposal of the
Compensation Committee, at its meeting on March 13, 2019, on
this basis. It remained based on the general principles for determining
the compensation of the executive directors described below.

The payment to the Chairman and Chief Executive Officer of the
variable compensation and of extraordinary components of the
compensation due for fiscal year 2019 is subject to approval by the
Ordinary Shareholders’ Meeting of May 29, 2020 of the compensation
components of the Chairman and Chief Executive Officer in conditions
provided for by Articles L. 225- 37- 2, L. 225- 100 and R. 225- 29- 1 of
French Commercial Code (Decree n° 2017- 340 of March 16, 2017
entered into force on March 18, 2017).

The Ordinary General Shareholders’ Meeting of May 29, 2020 will be
called on to approve the fixed, variable and extraordinary components
of the total compensation and the benefits of any kind paid or
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
benefits granted to the executive directors of TOTAL S.A. are as follows.

— Compensation as well as benefits for the executive directors are
set by the Board of Directors on the proposal of the Compensation
Committee. Such compensation must be reasonable and fair.
Compensation for the executive directors is based on the market,
the work performed, the results obtained and the responsibilities
assumed.

— Compensation for the executive directors includes a fixed portion
and a variable portion. Only highly specific circumstances may
warrant the award of extraordinary compensation (for example,
due to their importance for the corporation, the involvement they
demand and the difficulties they present). Justified reasons for
the payment of this extraordinary compensation must be given,
and the realisation of the event that gave rise to the payment
must be explained.

— The fixed portion is reviewed with a periodicity that cannot be

below two years.

— The amount of the variable portion is reviewed each year and
may not exceed a stated percentage of the fixed portion. Variable
compensation is determined based on pre-defined quantifiable
and qualitative criteria that are periodically reviewed by the Board
of Directors. Quantifiable criteria are limited in number, objective,
measurable and adapted to the Company’s strategy.

— The variable portion rewards short-term performance and the
progress made toward paving the way for medium- term
development. It is determined in a manner consistent with the
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.

— There is no specific pension plan for the executive directors.
They are eligible for retirement benefits and pension plans
available to certain employee categories in the Group under
conditions determined by the Board.

— 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 takes
into account the benefit accruing from participation in the pension
plans when determining the compensation policy of the executive
directors.

— Stock options and performance shares are designed to align the
interests of the executive directors with those of the shareholders
over the long term.

The grant of options and performance shares to the executive
directors is reviewed in light of all the components of
compensation of the person in question. No discount is applied
when stock options are granted.

The exercise of options and the definitive grant of performance
shares to which the executive directors are entitled are subject
to conditions of presence in the Company and performance that
must be met over several years. The departure of executive
directors from the Group results in the inapplicability of share
options and the rights to the definitive attribution of performance
shares. Under exceptional circumstances, the Board of Directors
can decide to maintain the share options and the rights to the
definitive attribution of performance shares after the executive
beneficiary’s departure, if the decision of the Board of Directors
is specially justified and taken in the Company’s interest.

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157

4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

The Board of Directors determines the rules related to holding a
portion of the shares resulting from the exercise of options as
well as the performance shares definitively granted, which apply
to the executive directors until the end of their term of office.

The executive directors cannot be granted stock options or
performance shares when they leave office.

— After three years in office, the executive directors are required to

hold at least the number of Company shares set by the Board.

— The components of compensation of the executive directors are
made public after the Board of Directors’ meeting at which they
are approved.

— The executive directors do not take part in any discussions or
deliberations of the corporate bodies regarding items on the
agenda of Board of Directors’ meetings related to the assessment
of their performance or the determination of the components
of their compensation.

— When a new executive director is nominated, the Board of
Directors decides on his or her compensation as well as benefits,
further to a proposal by the Compensation Committee, and in
accordance with the above general principles for determining
the compensation of the executive directors. Exceptional
compensation or specific benefits when taking office are forbidden,
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

The Board of Directors has noted with satisfaction the remarkable
success of the Group in achieving the objectives previously set.
The Group’s strategy has evolved since 2015. In accordance with
the principles relating to compensation policy of the executive director,
the Board considers it appropriate to align the criteria of determination
of the variable portion of the Chairman and Chief Executive Officer
with the key criteria of this strategy, which is promoted to shareholders.

Thus, although the ROE and the net-debt-to-capital ratio are among
the key objectives announced to shareholders, the strategy presented
since 2015 rightly focuses on the pre-dividend organic cash
breakeven with a target set since 2017 at a level below $30/b.

The Board retains the pre-dividend organic cash breakeven, which is
essential in the management of the Company and which summarizes
simultaneously all the discipline of the Group in connection with its
cost reduction program, the choice of its investments and the policy
of management of the Group’s portfolio.

The Board also considers it desirable to maintain a comparative
criterion (to ensure a certain continuity in the structure of the
compensation policy) and therefore to take into account the
comparative ROACE of the majors since the Group has announced
that it aims to be the most profitable among the majors.

Finally, taking into account the climate change-related challenges,
the Board decides to introduce a quantitative criterion on the
reduction of greenhouse gas emissions of the Group’s operated oil &
gas facilities, given the stated objective of reducing them from 46 Mt
CO2e in 2015 to less than 40 Mt CO2e in 2025.

Base salary of the Chairman and Chief Executive Officer
(fixed compensation)

The Board of Directors decided to maintain Mr. Patrick Pouyanné’s
annual base salary (fixed compensation) for his duties as Chairman
and Chief Executive Officer for fiscal year 2019 at €1,400,000 (the
same as the fixed portion due for fiscal year 2018).

The level of the Chairman and Chief Executive Officer’s fixed
compensation was set based on the responsibilities assumed and
the compensation levels applied for executive directors of comparable
companies (particularly CAC 40 companies).

Annual variable portion of the Chairman and Chief Executive
Officer’s compensation

The Board of Directors also decided to maintain the maximum
amount of the variable portion that could be paid to the Chairman
and Chief Executive Officer for fiscal year 2019 at 180% of his base
salary (the same percentage as in fiscal year 2018). This ceiling was
set based on the level applied by a benchmark sample of companies
operating in the energy sectors.

As in 2018, the formula for calculating the variable portion of the
Chairman and Chief Executive Officer’s compensation for fiscal year
2019 uses economic parameters that refer to quantifiable targets
reflecting the Group’s performance as well as the Chairman and Chief
Executive Officer’s personal contribution allowing a qualitative
assessment of his management.

The criteria applicable to the determination of the variable portion of
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

Annual variable compensation due for fiscal year 2019 (expressed as a percentage of the base salary)

Compensation for the administration and management bodies 4

REPORT ON CORPORATE GOVERNANCE

Economic parameters (quantifiable targets):

– HSE

a) Safety

– TRIR

– FIR, comparative

– Evolution of the number of Tier 1 + Tier 2 incidents

b) Evolution of greenhouse gas (GHG) emissions

– Return on equity (ROE)

– Net-debt-to- capital ratio

– Pre-dividend organic cash breakeven

Maximum percentage

140%

30%

20%

10%

30%

20%

40%

180%

– Return on average capital employed (ROACE), comparative

Personal contribution (qualitative criteria):

– steering of the strategy and successful strategic negotiations with

producing countries – achievement of production and reserve targets

– performance and outlook with respect to Downstream activities

(Refining & Chemicals/Marketing & Services) – the Group’s gas- electricity- renewables
growth strategy

– Corporate Social Responsibility (CSR) performance

15%

10%

15%

TOTAL

The parameters used include:

— change in safety, for up to 20% of the base salary, assessed
through the achievement of an annual TRIR (Total Recordable
Injury Rate) target and the number of accidental deaths per
million hours worked, FIR (Fatality Incident Rate) compared to
those of four large competitor oil companies (ExxonMobil, Royal
Dutch Shell, BP and Chevron), as well as through changes in the
Tier 1 + Tier 2 indicator (1):
– the maximum weighting of the TRIR criterion is 8% of the
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 TRIR is above or equal to 1.4. 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 will be reached if the FIR is
the best of the panel of the majors. It will be zero if the FIR is
the worst of the panel. The interpolations are linear between
these two points and depend on the ranking;

– the maximum weighting of the changes in the number of
Tier 1 + Tier 2 incidents is 8% of the base salary. The maximum
weighting will be reached if the number of Tier 1 + Tier 2
incidents equals 100 or below. The weighting of the parameter
will be zero if the number of Tier 1 + Tier 2 incidents is equal
to or higher than 180. The interpolations are linear between
these two points of reference.

— change in GHG emission reduction on operated oil & gas
facilities, assessed through the achievement of a GHG (Scope
1 and Scope 2) reduction emission target from 46 Mt CO2e in
2015 to 40 Mt CO2e in 2025, corresponding to a reduction of
600 kt CO2e/y, i.e. a target of 43.6 Mt CO2e for 2019. The
maximum weighting of the GHG criterion is 10% of the base
salary:
– the maximum weighting of the criterion is reached, i.e. 10% of
the base salary, if the GHG Scopes 1 and 2 emission on the
operated oil & gas facilities are below 43.6 Mt CO2e in 2019;
– the weighting of the criterion is zero if the emissions remain

stable or increase compared to 2015 (46 Mt CO2e);

– the interpolations are linear between these points of reference.

— the return on equity (ROE) as published by the Group on the
basis of its balance sheet and consolidated statement of income

assessed as follows. The maximum weighting of the ROE
criterion will be 30% of the base salary:
– the maximum weighting of the criterion is reached, i.e. 30% of
the base salary, if the ROE is higher than or equal to 13%;
– the weighting of the criterion is zero if the ROE is lower than

or equal to 6%;

– the weighting of the criterion is 50% of the maximum, i.e. 15%

of the base salary, if the ROE is 8%;

– the interpolations are linear between these three points of

reference.

— the net-debt- to- capital ratio as published by the Group on the
basis of its balance sheet and consolidated statement of income,
assessed as follows. The maximum weighting of the net-debt-
to-capital ratio criterion is 30% of the base salary:
– the maximum weighting of the criterion, i.e. 30% of the base
salary, is reached for a net-debt-to-capital ratio equal to or
below 20%;

– the weighting of the criterion is zero if the net-debt- to- capital

ratio is equal or above 30%;

– the interpolations are linear between these two points of

reference.

— the pre-dividend organic cash breakeven, assessed as follows.
The maximum weighting of this criterion is 30% of the base
salary. The pre-dividend organic cash breakeven is defined as
the Brent price for which the operating cash flow before working
capital changes (2) (MBA) covers the organic investments (3).
The ability of the Group to resist to the variations of the Brent
barrel price is measured by this parameter.

– the maximum weighting of the criterion is reached, i.e. 30% of
the base salary, if the breakeven is below or equal to 30 $/b;
– the weighting of the criterion is zero if the breakeven is above

or equal to 40 $/b;

– the interpolations are linear between these two points of

reference.

— the return on average capital employed (ROACE), by
comparison, assessed as follows. The maximum weighting of
the ROACE criterion will be 20% of the base salary. TOTAL’s
ROACE, as published from the consolidated balance sheet and
the income statement, will be compared to the ROACE average

(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

4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

of each of the four peers (ExxonMobil, Royal Dutch Shell, BP
and Chevron). The ROACE is equal to the net adjusted operating
income (1) divided by the average of the capital employed (at
replacement costs, net of deferred income tax and non-current
liabilities) of the start and end of the fiscal year.
– the maximum weighting of the criterion is reached, i.e. 20% of
the base salary, if TOTAL’s ROACE is above 2% or more
compared to the average of the 4 peers’ ROACE;

– the weighting of the criterion is zero if the TOTAL’s ROACE is
under 2% or more compared to the average of the peers’
ROACE;

– the interpolations are linear between these two points of

reference.

The Chairman and Chief Executive Officer’s personal contribution,
which may represent up to 40% of the base salary, is evaluated
based on the following criteria:

— steering of the strategy and successful strategic negotiations
with producing countries, and achievement of production and
reserve targets, for up to 15%;

— performance and outlook with respect to Downstream activities
(Refining & Chemicals/Marketing & Services) and the Group’s
gas- electricity- renewables growth strategy, for up to 10%;
— CSR performance, notably taking into account climate issues 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, for up to 15%.

In the event of a significant change in the Group affecting the
calculation of the economic perimeters for the Group (change in
accounting standard, significant patrimonial transaction approved by
the Board of Directors…), the Board may calculate the parameters
mutatis mutandis, i.e., excluding exogenous extra ordinary elements.

regarding

the determination of

Furthermore, the Board of Directors reserves the right to exercise its
discretionary powers
the
compensation of the Chairman and Chief Executive Officer, pursuant
to Articles L. 225-47, paragraph 1 and L. 225-53, paragraph 3 of the
French Commercial Code, and according to Articles L. 225-37-2
and L. 225-100 of the French Commercial Code, in the event of
particular circumstances that could justify that the Board of Directors
adjusts, exceptionally and both on the upside and the downside,
one or more of the criteria that make up his compensation to ensure
that the results of the application of the criteria described above
reflect both the performance of the Chairman and Chief Executive
Officer and the performance of the Group either in absolute terms or
relative to the four peers of the Group, for the economic criteria
measured in comparison with these four peers.

This adjustment will be made to the variable compensation of the
Chairman and Chief Executive Officer by the Board of Directors on
the proposal of the Compensation Committee, within the limit of the
variable compensation cap of 180% of the fixed compensation, after
the Board of Directors duly motivated its decision.

Components of long-term compensation

The granting of performance shares to the Chairman and Chief Executive
Officer is structured over a five- year period: a three- year vesting
period, followed by a two- year holding period. The definitive grant of
shares is subject to a presence condition and performance conditions
assessed at the end of the three-year vesting period.

Performance shares are granted to the Chairman and Chief Executive
Officer each year as part of plans that are not specific to him and
concern more than 10,000 employees, a large majority of which are
non-executive employees.

It should be noted that at its meeting on March 14, 2018, the Board
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

7% higher volume of performance shares compared with the 2017
plan. More than 10,640 employees were concerned by this plan,
over 97% of whom are non- senior executives. The Board of Directors
adopts this proactive policy in an effort to strengthen the sense of
belonging to the Group of the beneficiaries of performance shares,
to involve them more closely in its performance and encourage their
investment in the Company’s share capital.

The compensation policy proposed for fiscal year 2019 thus includes
the granting of performance shares.

In this context, on the proposal of the Compensation Committee, the
Board of Directors decided at its meeting on March 13, 2019, to grant
72,000 performance shares to the Chairman and Chief Executive
Officer (the same number of shares as in 2018), as part of a 2019
plan that is not specific to him. The definitive granting of performance
shares is subject to a presence condition and performance conditions
assessed at the end of the three-year vesting period.

The definitive number of granted shares will be based on the TSR
(Total Shareholder Return), the annual variation of the net cash flow
by share in dollars, as well as the pre-dividend organic cash
breakeven, for fiscal years 2019, 2020 and 2021, applied as follows:

— For 1/3 of the shares, the Company will be ranked against its
peers (ExxonMobil, Royal Dutch Shell, BP and Chevron) each
year during the three vesting years (2019, 2020 and 2021) 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.

— For 1/3 of the shares, the Company will be ranked each year
against its peers (ExxonMobil, Royal Dutch Shell, BP and
Chevron) during the three vesting years (2019, 2020 and 2021)
using the annual variation in net cash flow per share criterion
expressed in dollar.

Based on the ranking, a grant rate will be determined for each year
for these two first criteria: 1st: 180% of the grant; 2nd: 130% of the
grant; 3rd: 80% of the grant; 4th and 5th: 0%.

— For 1/3 of the shares, the pre-dividend organic cash breakeven
criterion will be assessed during the three vesting years (2019,
2020 and 2021) as follows. The pre-dividend organic cash
breakeven is defined as the Brent price for which the operating
cash flow before working capital changes covers the organic
investments. The ability of the Group to resist to the variations of
the Brent barrel price is measured by this parameter.

– the maximum grant rate will be reached if the breakeven is

less than or equal to $30/b,

– the grant rate will be zero if the breakeven is greater than or

equal to $40/b,

– the interpolations will be linear between these two points of

reference.

A grant rate will be determined for each year.

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
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 1/3 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 up
to the nearest whole number of shares in case of a fractional share.

Following the three- year acquisition period, shares that h ave been
definitively granted could not be disposed of before the end of a
two- year holding period.

(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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TOTAL Registration Document 2018

Commitments made by the Company to the Chairman and
Chief Executive Officer

The Board of Directors decided on March 14, 2018, on the
Compensation Committee’s proposal, to maintain unchanged the
commitments made to the Chairman and Chief Executive Officer
regarding the pension plans, the retirement benefit and the severance
benefit to be paid in the event of forced departure related to a change
of control or strategy, as well as the life insurance and health care
benefits presented below. They were approved by the Board of
Directors on March 14, 2018, and by the Annual Shareholders’
Meeting on June 1, 2018, in accordance with the provisions of Article
L. 225- 42- 1 of the French Commercial Code.

It should be noted that Mr. Pouyanné already benefited from all these
provisions when he was an employee of the Company, except for
the commitment to pay severance benefits in the event of forced
departure related to a change of control or strategy. It should also be
noted that Mr. Pouyanné, who joined the Group on January 1, 1997,
ended the employment contract that he previously had with TOTAL
S.A. through his resignation at the time of his appointment as Chief
Executive Officer on October 22, 2014.

— Pension plans

Pursuant to applicable legislation, the Chairman and Chief Executive
Officer is eligible 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.

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. The amount paid under this plan is
equal to 1.8% 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 this ceiling, multiplied by the number of years of service
up to a maximum of 20 years, subject to the performance condition
set out below applicable to the Chairman and Chief Executive Officer.

Compensation for the administration and management bodies 4

REPORT ON CORPORATE GOVERNANCE

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 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, 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
conditions, 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
rate equal
to 1.04% for the portion of the base compensation falling between
40 and 60 times the PASS.

the PASS and a

replacement

times

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 supplementary pension
rights under the terms of the pension plan 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 awarded on a pro rata basis.

On February 8, 2017, 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 is no longer able to
acquire additional pension rights under this plan given the rules for
determining pension rights set out in the plan and Mr. Pouyanné’s
20 years of service 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

161

4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

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 paid in 2019 (1) for fiscal
year 2018 (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 paid in 2019 for fiscal
year 2018).

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.

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 benefit

— Life insurance and health care plans

The Chairman and Chief Executive Officer is entitled to a retirement
benefit equal to 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%; 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 retires.

The retirement benefit cannot be combined with the severance benefit
described below.

— Severance benefit

The Chairman and Chief Executive Officer is entitled to a benefit
equal to two years of 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 Chairman and Chief Executive Officer 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 five 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 has the use of a
company car and is covered by the health care plan available to all
employees.

(1) Subject to approval by the Ordinary Shareholders’ Meeting on May 29, 2019.

162

TOTAL Registration Document 2018

Compensation for the administration and management bodies 4

REPORT ON CORPORATE GOVERNANCE

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
for Ordinary Shareholders’ Meetings and in accordance with Article
L. 225- 37- 2 of the French Commercial Code, the shareholders
approve 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, as presented in the
report on corporate governance, covered by Article L. 225- 37 of
the French Commercial Code and in the 2018 Registration
Document (chapter 4, point 4.3.2.2).

4.3.3 Executive ofcers’ compensation

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.

As of December 31, 2018, the list of the Group’s executive officers was
as follows (13 people, the same number as at December 31, 2017):

— Patrick Pouyanné, Chairman and Chief Executive Officer and

President of the Executive Committee;

— Arnaud Breuillac, President, Exploration & Production, member

of the Executive Committee;

— Patrick de La Chevardière, Chief Financial Officer, member of

the Executive Committee;

— Momar Nguer, President, Marketing & Services, member of

the Executive Committee;

— Bernard Pinatel, President, Refining & Chemicals, member of

the Executive Committee;

— Philippe Sauquet, President, Gas, Renewables & Power, and
President, Group Strategy-Innovation, member of the Executive
Committee;

— Namita Shah, President, People & Social Responsibility, member

of the Executive Committee;

— Xavier Bontemps, Senior Vice President Health, Safety Environment;
— Ladislas Paszkiewicz, Senior Vice President Strategy & Climate;
— Jacques- Emmanuel Saulnier, Senior Vice President Communication;
— Aurélien Hamelle, Senior Vice President Legal;
— Jean- Pierre Sbraire, Deputy Chief Financial Officer; and
— Antoine Larenaudie, Treasurer.

In 2018, the aggregate amount paid directly or indirectly by the
Group’s French and foreign companies as compensation to
the Group’s executive officers in office as of December 31, 2018
(13 people, the same number as at December 31, 2017) was
€14.86 million (compared to €13.66 million in 2017), including
€11.70 million paid to the members of the Executive Committee
(seven people). The variable component (based on economic, HSE
performance and personal contribution criteria) represented 51.20%
of this global amount of €14.86 million.

4.3.4 Stock option and free share grants

4.3.4.1 General policy

In addition to its employee shareholding development policy, TOTAL
S.A. has implemented a policy to involve employees and senior
executives in the Group’s future performance which entails granting
free performance shares each year. TOTAL S.A. may also grant
stock options, although no plan has been put in place since
September 14, 2011. These shares are granted under selective plans
based on a review of individual performance at the time of each grant.

The stock option and free share plans offered by TOTAL S.A.
concern only TOTAL shares and no free shares of the Group’s listed
subsidiaries or options on them are granted by TOTAL S.A.

All grants are approved by the Board of Directors, on the proposal of
the Compensation Committee. For each plan, the Compensation
Committee recommends a list of beneficiaries, the conditions as
well as the number of options or shares granted to each beneficiary.
The Board of Directors then gives final approval for this list and the
grant conditions.

— Grant of free performance shares

Grants of free performance shares under selective plans become
definitive only at the end of a three- year vesting period, subject
to the fulfillment of applicable presence and performance conditions.
At the end of the vesting period, and provided that the conditions are
met, the TOTAL shares are definitively granted to the beneficiaries,
who must then hold them for at least two years (holding period). The
presence condition applies to all shares.

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 which case there is no mandatory holding period. Since 2011,
all shares granted to senior executives have been subject to
performance conditions.

— Stock options

Stock options have a term of eight years, with a strike price set at
the average of the closing TOTAL share prices on Euronext Paris
during the 20 trading days preceding the grant date, without any
discount. Exercise of the options granted between 2007 and 2011
was subject to a presence condition and performance conditions,
notably related to the Group’s return on equity (ROE), which vary
depending on the plan and category of beneficiary.

All options granted in 2011 were subject to performance conditions.
For options that could be granted pursuant to the authorization given
by the Extraordinary Shareholders’ Meeting of May 24, 2016
(twenty- fifth resolution), the performance conditions will be assessed
over a minimum period of three consecutive fiscal years. For earlier
option plans, and subject to applicable presence and performance
conditions being met, options may be exercised only at the end of
an initial two- year period and the shares resulting from the exercise
may only be disposed of at the end of a second two- year period.

In addition, for the 2007 to 2011 option plans, the shares resulting from
the exercise of options by beneficiaries employed by a non- French
company on the grant date may be disposed of or converted to
bearer form at the end of the first two-year vesting period.

Registration Document 2018 TOTAL

163

4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

4.3.4.2 Follow-up of grants to the executive directors

Stock options

No stock options have been granted since September 14, 2011.
Until that date, the Company’s executive directors in office at the
time of the decision were granted stock options as part of broader
grant plans approved by the Board of Directors for certain Group
employees and senior executives. The options granted to the executive
directors were subject to the same requirements applicable to the
other beneficiaries of the grant plans.

For the options granted between 2007 and 2011, the Board of Directors
made the exercise of the options granted to the executive directors
in office contingent upon a presence condition and performance
conditions based on the Group’s ROE and ROACE. The grant rate of
the performance- related options under the 2009, 2010 and 2011
plans was 100%, compared to 60% for the 2008 plan.

All the options granted to Mr. Pouyanné outstanding at December 31,
2018, represent 0.000379% of the Company’s share capital (1)
on that date.

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)

Executive directors

Patrick Pouyanné
Chairman and Chief Executive Officer

Type

Plan No.
and date

of options
(purchase or
subscription)

Valuation
of options
(€)(a)

Number
of options
granted
during the
ﬁscal year

Strike price

Exercise
period

(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)

Plan No. and date

Number of options exercised
during the ﬁscal year

Strike price

Patrick Pouyanné
Chairman and Chief Executive Officer since December 19, 2015 2010 Plan – 09/14/2010

2011 Plan – 09/14/2011

9,000

€38.20

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
during
the ﬁscal
year

Valuation of
the shares
(€)(b)

Acquisition
date

Date of
transferability Performance conditions

72,000

2,607,840 03/15/2021 03/16/2023 The performance conditions are based for:

Plan No.
and date

2018 Plan
03/14/2018

Executive and
non- executive
directors

Patrick
Pouyanné
Chairman
and Chief
Executive
Officer

Renata
Perycz
Director
representing
employee
shareholders
since
May 24, 2016

Christine
Renaud
Director
representing
employees
since
May 26, 2017

TOTAL

2018 Plan
03/14/2018

280

10,141.60 03/15/2021 03/16/2023

2018 Plan
03/14/2018

- 03/15/2021 03/16/2023

72,280 2,617,981.60

— 50% of the performance shares granted, on the
Company’s ranking against its peers (c) completed
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; and

— 50% of the performance shares granted, on the
Company’s ranking against its peers (c) completed
each year during the three years of vesting (2018,
2019 and 2020) using the annual variation in net
cash flow per share expressed in dollars criterion.

(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

Free shares that have become transferable for each director (a)
(AMF position- recommendation No. 2009- 16 – AMF Table No. 7)

Compensation for the administration and management bodies 4

REPORT ON CORPORATE GOVERNANCE

Executive and
non- executive directors

Patrick Pouyanné
Chairman and Chief
Executive Officer

2015 Plan
07/28/2015

Plan No.
and date

Number of shares that
became transferable
during the ﬁscal year

Vesting conditions

38,880

150

The performance conditions are based for:

— 40% of the performance shares granted, on the
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

— 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).

The first 150 shares are granted without performance
conditions. Above this threshold, the performance
conditions are based for:

— 40% of the performance shares granted, on the
Group’s return on equity (ROE) during the three years
of vesting (2015, 2016 and 2017); and

Renata Perycz
Director representing
employee shareholders
since May 24, 2016

2015 Plan
07/28/2015

Christine Renaud
Director representing
employees since
May 26, 2017

2015 Plan
07/28/2015

(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
beneﬁciaries

Number of
notiﬁed
options

Percentage

Average number
of options per
beneﬁciary

2010 Plan (a):
Subscription options Decision
of the Board of Directors
of September 14, 2010
Strike price: €38.20;
discount: 0.0%

2011 Plan (a):
Subscription options Decision
of the Board of Directors
of September 14, 2011
Strike price: €33.00;
discount: 0.0%

Executive officers (b)

Senior executives

25 1,348,100

282

2,047,600

28.2%

42.8%

Other employees

1,790

1,392,720

29.0%

TOTAL

2,097

4,788,420

100%

Executive officers (b)

Senior executives

Other employees

TOTAL

846,600

55.7%

177

672,240

44.3%

206

1,518,840

100%

53,924

7,261

778

2,283

29,193

3,798

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
TOTAL share subscription options granted to beneficiaries of more
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.

Since September 14, 2011, the Board of Directors has not granted
any share subscription or purchase options.

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)

Type of options

Date of the Shareholders’ Meeting

Date of the Board meeting/grant date (a)

2010 Plan

2011 Plan

Total

Subscription
options

05/21/2010

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)

– P. Pouyanné

– C. Renaud

– R. Perycz

Date as of which the options may be exercised:

Expiry date

Strike price (€) (c)

40,000

30,400

70,400

40,000

30,400

70,400

n/a

09/15/2012

09/15/2013

09/14/2018

09/14/2019

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

– Granted in 2018

– Canceled in 2018 (d)

– Exercised in 2018

OUTSTANDING AS OF DECEMBER 31, 2018

1,950,372

490,568

2,440,940

79,139

1,871,233 225,338

2,096,571

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)

Total number
of options
granted/exercised

Weighted
average
strike price
(€)

2010 Plan
09/14/2010

2011 Plan
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)

(a) Pursuant to the conditions of Article L. 225- 180 of the French Commercial Code.

222,800

37.42

189,200

33,600

(1) Based on share capital divided into 2,640,602,007 shares.

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REPORT ON CORPORATE GOVERNANCE

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 of
beneﬁciaries

Number
of notiﬁed
shares

Percentage

Average number
of shares per
beneﬁciary

2014 Plan (a)
Decision of the Board of
Directors of July 29, 2014

Executive officers (b)

Senior executives

421,200

9.4%

13,163

281

975,300

21.7%

3,471

Other employees

9,624

3,089,800

68.9%

TOTAL

9,937

4,486,300

100%

2015 Plan (a)
Decision of the Board of
Directors of July 28, 2015

Executive officers (d)

Senior executives

290

264,600

5.6%

1,132,750

23.8%

Other employees

10,012

3,364,585

TOTAL

10,315

4,761,935

70.6%

100%

2016 Plan
Decision of the Board of
Directors of July 27, 2016

Executive officers (d)

Senior executives

269,900

4.8%

279

1,322,300

23.4%

Other employees (c)

10,028

4,047,200

TOTAL

10,319

5,639,400

71.8%

100%

321

451

20,354

3,906

336

462

22,492

4,739

404

547

2017 Plan
Decision of the Board of
Directors of July 26, 2017

Executive officers (d)

Senior executives

266,500

4.7%

22,208

277

1,321,200

23.3%

4,770

Other employees (c)

10,288

4,092,249

72.0%

TOTAL

10,577

5,679,949

100%

398

537

2018 Plan
Decision of the Board of
Directors of March 14, 2018

Executive officers (d)

Senior executives

301,000

5.0%

23,154

288

1,443,900

23.7%

5,014

Other employees (c)

10,344

4,338,245

71.3%

TOTAL

10,645

6,083,145

100%

419

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
Company on the market, are definitively granted to their beneficiaries
at the end of a three- year vesting period from the grant date.

last quarter of the year in question, the dividend being considered
reinvested based on the closing price on the ex-dividend date;
and

The definitive grant of performance shares is subject to a presence
condition and performance conditions.

For the 2018 plan, the applicable performance conditions are the
following:

— for 50% of the performance shares granted, the Company will
be ranked against its peers (1) each year during the three vesting
years (2018, 2019 and 2020) based on the TSR criterion of the

— for 50% of the performance shares granted, the Company will
be ranked each year against its peers (1) during the three years of
vesting (2018, 2019 and 2020) using the annual variation in net
cash flow per share expressed in dollars criterion.

In addition, shares that have been definitively granted cannot be
disposed of before the end of a mandatory two- year holding period.

(1) ExxonMobil, Royal Dutch Shell, BP and Chevron.

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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

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

Average purchase price per share paid by the Company

€52.220

€48.320

€43.215

€45.150

€42.685

€46.010

€43.220

€47.030

€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

– R. Perycz (c)

– C. Renaud (d)

25,000 (b)

48,000

60,000

72,000

n/a

160

n/a

260

280

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

– Notified in 2018

– Canceled in 2018

4,697,305

5,607,100

5,679,039

6,083,145

(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

Free performance share grants approved by the Board of Directors
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
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

Number of
performance shares
notiﬁed/deﬁnitively
granted

Date of the
ﬁnal award
(end of the
vesting period)

Date of
transferability
(end of the
holding period

Date of
the award

236,500

03/14/2018

03/15/2021

03/16/2023

136,530

07/28/2015

07/29/2018

07/29/2020

(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.

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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

The special report of the statutory auditors of TOTAL S.A. on regulated
agreements and undertakings referred to in Article L. 225-38 et seq.
of the French Commercial Code for fiscal year 2018 is provided in
point 4.5 of this chapter.

In addition, to TOTAL’s knowledge there exists no agreement, other
than the agreements related to its ordinary course of business
and signed under normal conditions, engaged, directly or through an
intermediary, between, on the one hand, any director or shareholder
holding more than 10% of TOTAL S.A.’s voting rights and, on the
other hand, a company of which TOTAL S.A. directly or indirectly owns
more than half the capital.

Details of transactions with related parties as specified by the
regulations adopted under EC regulation 1606/2002, entered into
by the Group companies during fiscal years 2016, 2017 or 2018, are
provided in Note 8 to the Consolidated Financial Statements (refer to
point 8.7 of chapter 8).

These transactions primarily concern equity affiliates and non-
consolidated companies.

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

Type

Cap on par value, or number of shares
or expressed as % of share capital

Available
balance as of
12/31/2018
by value,
or number
of shares

Date of
delegation of
authority or
authorization by
the Extraordinary
Shareholders’
Meeting (ESM)

Expiry date
and term of
authorization
granted
to the Board
of Directors

Use in 2018,
by value,
or number
of shares

Debt securities
representing
rights to capital

€10 Bn in securities

€10 Bn

An overall cap of €2.5 Bn (i.e., a maximum
of 1,000 million shares issued with a
pre- emptive subscription right), from
which can be deducted:

1/ a specific cap of €625 million, i.e., a
maximum of 250 million shares for issuances
without a pre-emptive subscription right
(with potential use of a greenshoe), including
in compensation with securities contributed
within the scope of a public exchange offer,
provided that they meet the requirements of
Article L. 225- 148 of the French Commercial
Code, from which can be deducted:

1a/ a sub- cap of €625 million with a view
to issuing, through an offer as set forth in
Article L. 411- 2 II of the French Monetary
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
in- kind contributions when the provisions
of Article L. 225- 148 of the French
Commercial Code are not applicable

2/ a specific cap of 1.5% of the share capital
on the date of the Board (c) decision for share
capital increases reserved for employees
participating in a Company savings plan

0.75% of share capital (c) on the date
of the Board decision to grant options

1% of share capital (c) on the date of
the Board decision to grant the shares

Maximum cap
for the issuance
of securities
granting
immediate or
future rights to
share capital

Nominal share
capital

Free shares granted to Group
employees and to executive
directors

June 1, 2018
(13th, 14th ,
15th and 17th
resolutions)

August 1, 2020
26 months

June 1, 2018
(13th resolution)

August 1, 2020
26 months

18 million
shares (c)

€2.455 Bn
(i.e., 982 million
shares)

€625 million

June 1, 2018
(14th and
16th resolutions)

August 1, 2020
26 months

€625 million

June 1, 2018
(15th and
16th resolutions)

August 1, 2020
26 months

€625 million

June 1, 2018
(17th resolution)

August 1, 2020
26 months

18 million
shares (d)

21.6 million
shares

June 1, 2018
(18th resolution)

August 1, 2020
26 months

19.8 million
shares

May 24, 2016
(25th resolution)

July 24, 2019
38 months

26.4 million
shares

June 1, 2018
(19th resolution)

August 1, 2021
38 months

(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 18th 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
held on May 26, 2017, the Board of Directors is authorized to cancel
shares of the Company up to a maximum of 10% of the share capital
of the Company existing as of the date of the operation within a
24- month period. This authorization is effective until the Shareholders’
Meeting held to approve the financial statements for the year ending
December 31, 2021.

On December 12, 2018, the Board of Directors, pursuant to this
authorization, canceled 44,590,699 shares representing 1.66% of
the share capital on that date. This cancellation, combined with the

cancellation of 100,331,268 TOTAL shares on December 16, 2016,
brings the number of TOTAL shares canceled in the last 24 months
to 144,921,967.

Based on 2,640,602,007 shares outstanding on December 31, 2018,
the Company could, taking into account the shares canceled on
December 12, 2018, cancel 219,469,501 further shares, before
reaching the cancellation threshold of 10% of share capital canceled
over a 24- month period.

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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’

Meetings

Shareholders’ Meetings are convened and conducted under the
conditions provided for by law.

The Ordinary Shareholders’ Meeting is called to take any decisions
that do not modify the Company’s bylaws. It is held at least once
a year within six months of the closing date of each fiscal year to
approve the financial statements of that year. It may only deliberate,
at its first meeting, if the shareholders present, represented or
participating by remote voting hold at least one fifth of the shares
that confer voting rights. No quorum is required at its second meeting.
Ordinary Shareholders’ Meeting decisions are made with the majority
of votes of shareholders present, represented or participating by
remote voting.

Only the Extraordinary Shareholders’ Meeting is authorized to modify
the bylaws. It may not, however, increase shareholders’ commitments.
It may only deliberate, at its first meeting, if the shareholders present,
represented or participating by remote voting hold at least one
quarter, and, at the second meeting, one fifth, of the shares that
confer voting rights. Decisions of Extraordinary Shareholders’ Meeting
are made with a two thirds majority of votes of shareholders present,
represented or participating by remote voting.

One or several shareholders holding a certain percentage of the
Company’s share capital (calculated using a decreasing scale based
on the share capital) may ask for items or draft resolutions to be added
to the agenda of a Shareholders’ Meeting under the forms, terms
and deadlines set forth by the French Commercial Code. Requests
to add items or draft resolutions to the agenda must be sent no later
than 20 days after the publication of the notice of meeting that the
Company must publish in the French official journal of legal notices
(Bulletin des annonces légales obligatoires, BALO). Any request to
add an item to the agenda must be justified. Any request to add a

draft resolution must be accompanied by the draft resolution text
and brief summary of the grounds for this request. Requests made
by shareholders must be accompanied by a proof of their share
ownership as well as their ownership of the portion of capital as
required by the regulations. Review of the item or draft resolution
filed pursuant to regulatory conditions is subject to those making the
request providing a new attestation justifying the shares being
recorded in a book- entry form in the same accounts on the second
business day preceding the date of the meeting.

The Central Social and Economic Committee (formerly the Central
Works Council) may also request the addition of draft resolutions to
the meeting agendas under the forms, terms and deadlines set by
the French Labor Code. In particular, requests to add draft resolutions
must be sent within 10 business days following the date on which
the notice of meeting was published.

4.4.3.2 Admission of shareholders
to Shareholders’ Meetings

Participation in any form in Shareholders’ Meetings is subject to
registration of participating shares, either in the registered account
maintained by the Company (or its securities agent) or recorded in
bearer form in a securities account maintained by a financial
intermediary. Proof of this registration is obtained under a certificate of
participation (attestation de participation) delivered to the shareholder.
Registration of the shares must be effective no later than midnight
(Paris time) on the second business day preceding the date of the
Shareholders’ Meeting. If, after having received such a certificate,
shares are sold or transferred prior to this record date, the certificate
of participation will be canceled and the votes sent by mail or proxies
granted to the Company for such shares will be canceled accordingly.
If shares are sold or transferred after this record date, the certificate
of participation will remain valid and votes cast or proxies granted will
be taken into account.

4.4.4

Information about factors likely to have an impact in the event
of a public takeover or exchange ofer

In accordance with Article L. 225- 37- 5 of the French Commercial
Code, information relating to factors likely to have an impact in the
event of a public offering is provided below.

— Structure of the share capital

The structure of the Company’s share capital as well as the
interests that the Company is aware of pursuant to Articles
L. 233- 7 and L. 233- 12 of the French Commercial Code are
presented in points 6.4.1 to 6.4.3 in chapter 6.

— Restrictions on the exercise of voting rights and transfers

of shares provided in the bylaws – Clauses of the agreements
of which the Company has been informed in accordance
with Article L. 233- 11 of the French Commercial Code

The provisions of the bylaws relating to shareholders’ voting rights
are mentioned in point 7.2.4 of chapter 7. The Company has not
been informed of any clauses as specified in paragraph 2 of Article
L. 225- 37- 4 of the French Commercial Code.

— Holders of securities conferring special control rights

Article 18 of the bylaws stipulates that double voting rights are
granted to all the shares held in the name of the same shareholder
for at least two years. Subject to this condition, there are no
securities conferring special control rights as specified in paragraph
4 of Article L. 225- 37- 5 of the French Commercial Code.

— Control mechanisms specified in an employee shareholding

system

The rules relating to the exercise of voting rights within the
Company collective investment funds are presented in point
6.4.2 of this chapter 6.

— Shareholder agreements of which the Company is aware
and that could restrict share transfers and the exercise
of voting rights

The Company is not aware of any agreements between
shareholders as specified in paragraph 6 of Article L. 225- 37- 5 of
the French Commercial Code which could result in restrictions on
the transfer of shares and exercise of the voting rights of the
Company.

— Rules applicable to the appointment and replacement
of members of the Company’s Board of Directors
and amendment of the bylaws

No provision of the bylaws or agreement made between the
Company and a third party contains a specific provision relating to
the appointment and/or replacement of the Company’s directors
that is likely to have an impact in the event of a public offering.

— Powers of the Board of Directors in the event of a public offering

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.

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4 REPORT ON CORPORATE GOVERNANCE

Additional information about corporate governance

— Agreements to which the Company is party and which are
altered or terminated in the event of a change of control
of the Company – Agreements providing for the payment
of compensation to members of the Board of Directors
or employees in the event of their resignation or dismissal
without real and serious cause or if their employment were
to be terminated as a result of a public offering

Although a number of agreements made by the Company contain
a change in control clause, the Company believes that there are no
agreements as specified in paragraph 9 of Article L. 225- 37- 5 of the
French Commercial Code. The Company also believes that there are
no agreements as specified in paragraph 10 of Article L. 225- 37- 5 of
the French Commercial Code. For commitments made for the Chairman
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 ofce

Statutory auditors

ERNST & YOUNG Audit

Alternate auditors

Cabinet Auditex

1/2, place des Saisons,
92400 Courbevoie- Paris-La Défense, Cedex 1

Appointed: May 14, 2004.
Appointment renewed on May 24, 2016, for a 6- fiscal year term.

Appointed: May 21, 2010.
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

Appointed: May 13, 1998.
Appointment renewed on May 24, 2016, for a 6- fiscal year term.

Jacques-François Lethu, Éric Jacquet

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.

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$
(excluding VAT)

2017

2018

2017

2018

2017

2018

2017

2018

Audit

Statutory auditors. certification. examination of
the parent company and consolidated accounts

TOTAL S.A.

22.3

26.3

3.3

3.5

74.5

10.9

Fully Consolidated subsidiaries

19.0

22.8

63.6

Other work and services directly related to
the mission of the statutory auditors

TOTAL S.A.

2.8

0.9

3.2

0.2

9.3

3.1

77.3

10.3

67.0

9.4

0.6

17.7

3.3

14.4

20.8

3.5

17.3

76.3

76.7

14.2

62.1

12.9

63.8

3.8

4.2

16.4

15.5

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

23.2

27.1

100

172

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Statutory auditors’ report on related party agreements and commitments 4

REPORT ON CORPORATE GOVERNANCE

4.5 Statutory auditors’ report on related party

agreements and commitments

This is a free translation into English of the original report issued in French and is provided solely for the convenience of English-speaking
readers. This report should be read in conjunction with, and construed in accordance with, professional guidelines applicable in France.

To the Annual General Meeting of TOTAL S.A.,

As statutory auditors of your Company, we hereby present our report on related party agreements and commitments.

It is our responsibility to inform you, on the basis of the information provided to us, of the terms and conditions, the purpose, and the benefits
to the Company of the agreements and commitments of which we were informed or became aware of during our engagement. It is not our
role to determine whether they are beneficial or appropriate or to ascertain whether any other agreements and commitments exist. It is your
responsibility, in accordance with Article R. 225- 31 of the French Commercial Code (Code de commerce), to assess the merit of these
agreements and commitments with a view to approving them.

In addition, it is our responsibility to inform you, where appropriate, in accordance with Article R. 225- 31 of the French Commercial Code, of
the agreements and commitments already approved at the General Meeting of Shareholders.

We performed the procedures that we deemed necessary in accordance with the professional guidance issued by the French Institute of
Statutory Auditors (Compagnie nationale des commissaires aux comptes) applicable to this engagement. Our work entailed verifying that the
information provided is consistent with the documents from which it was derived.

AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL AT THE GENERAL MEETING OF SHAREHOLDERS

Agreements and commitments authorized and signed during the period

We hereby inform you that, to our knowledge, no agreements or commitments authorized and signed during the period are to be submitted
for approval at the General Meeting of Shareholders in accordance with the provisions of Article L. 225- 38 of the French Commercial Code.

Agreements and commitments not previously authorized

In accordance with Articles L. 225- 42 and L. 823- 12 of the French Commercial Code, we hereby inform you that the following agreement was
not previously authorized by your Board of Directors. At their meeting on March 13, 2019, your Board of Directors decided to retrospectively
authorize this agreement.

With the not-for- profit organization United Way- L’Alliance (UWA)

— Nature, purpose, terms and conditions:

As a means of supporting the not- for-profit organization United Way- L’Alliance, TOTAL S.A. has provided free office space since October 31,
2018 in the Tour Michelet, which it owns and occupies. Providing such office space is classified as corporate patronage through a contribution
in kind and as such it is eligible under the tax and legal regime set out in Article 238 bis of the French Tax Code.

TOTAL S.A. and UWA agreed to sign a draft “Agreement on the provision of free office space” (the TSA/UWA Agreement) to formally
document their agreement.

Under the draft TSA/UWA Agreement, TOTAL S.A. has agreed to provide UWA with free office space of 179 sq. m. in the Tour Michelet, along
with associated infrastructure and services (including mail, photocopy and printer services, access to the company’s cantine with admission
charges and cleaning services). The draft agreement provides for retroactive implementation from the effective date of October 31, 2018 until
termination on December 31, 2019.

In addition, upon expiry of the Agreement’s first term and if not terminated, the Agreement will be tacitly renewed for a one year period. The
Parties will be able to terminate the Agreement by registered post with acknowledgement of receipt, on condition that they inform the other
party at least three months before the planned termination date.

TOTAL S.A. and UWA have the same director, as Patrick Pouyanné is Chairman of the Board of Directors of TTOTAL S.A., and Chairman of
the not- for-profit organization United Way- L’Alliance, having accepted the latter position as Chief Executive Officer of TOTAL S.A.. As a result,
the TSA/UWA Agreement is governed by Article L. 225- 38 paragraph 3 of the French Commercial Code. The Board of Directors has
approved the Agreement on the grounds that it is fully in line with TOTAL S.A.’s policy on Corporate Social Responsibility and with its
corporate patronage operations.

AGREEMENTS AND COMMITMENTS ALREADY APPROVED AT THE GENERAL MEETING OF SHAREHOLDERS

Agreements and commitments already approved in prior years

We have been informed of the continuance of the commitments, described in detail below, regarding the pension plan, retirement benefit and
severance benefit if Mr Patrick Pouyanné’s contract is terminated or if his term of office is not renewed, and insurance and health care plans
already approved at the General Meeting of Shareholders in prior years, and which were not applicable between January 1, 2018 and May 31, 2018.

Agreements and commitments approved during the period

In addition, we have been informed of the continuance of the following commitments, authorized under the same terms and conditions at the
Board of Directors’ meeting held on March 14, 2018, already approved at the General Meeting of Shareholders held on June 1, 2018,
addressed in the statutory auditors’ report on related party agreements and commitments dated March 14, 2018. These commitments
remain unchanged as confirmed at the Board of Directors’ meeting held on June 1, 2018 following its decision to renew the mandate of
Mr Patrick Pouyanné as Chairman and Chief Executive Officer of the Company. The commitments were not applicable between June 1, 2018
and December 31, 2018.

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Statutory auditors’ report on related party agreements and commitments

Pension plan

— Director concerned:

Mr Patrick Pouyanné, Chairman and Chief Executive Officer

— Nature and purpose:

Following the appointment of Mr Patrick Pouyanné as Chairman and Chief Executive Officer of your Company, with effect as of December 19,
2015, at its meeting on December 16, 2015 your Board of Directors confirmed the commitments entered into previously by TOTAL S.A. in
favor of Mr Patrick Pouyanné with regard to the pension plan, in accordance with the following terms and conditions.

— Terms and conditions:

The Chairman and Chief Executive Officer has a supplementary defined benefit pension plan. The plan is applicable to all employees whose
annual compensation is greater than eight times the annual ceiling for calculating French social security contributions (Plafond annuel de la
sécurité sociale, PASS), set at €317,856 for 2018, and above which there is no conventional pension plan.

To be eligible for the supplementary pension plan, set up and financed by TOTAL S.A., members must be at least 60 years old and have
served the Company for at least five years. In addition, they must still be employed by the Company at the time of their retirement, unless they
retire due to disability or take early retirement at your Company’s initiative after the age of 55. They must also have claimed their basic pension
from the French social security.

During its meeting on December 16, 2014, the Board of Directors decided to maintain the seniority vested by Mr Patrick Pouyanné in respect
of his previous salaried positions with the Group since January 1, 1997.

Average gross annual compensation (fixed and variable) over the retiree’s last three years of employment is taken into account to calculate the
supplementary benefits.

The supplementary benefit plan provides beneficiaries with a pension equal to the sum of 1.8% of the portion of the reference compensation
between 8 and 40 times the annual ceiling for calculating French social security contributions, and 1% of the reference compensation
between 40 and 60 times the annual ceiling for calculating French social security contributions, multiplied by the number of years of
employment (up to 20 years). The assessment basis for this supplementary plan is indexed to changes in the French Association for
Supplementary Pensions Schemes (ARRCO) index.

Aggregate supplementary and other pension plan benefits (other than those funded personally on a voluntary basis) may not exceed 45% of
average gross compensation (fixed and variable) for the last three years of employment. In the event that this percentage is exceeded,
the supplementary pension is reduced accordingly.

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 awarded for the period from January 1, 1997 to December 18, 2015 inclusive, correspond to a replacement rate of
34.14% of the portion of compensation that is between 8 and 40 times the annual ceiling for calculating French social security contributions,
and 18.96% of the portion of compensation that is between 40 and 60 times the annual ceiling for calculating French social security
contributions. These conditional rights are not subject to performance conditions.

The conditional rights awarded to the Chairman and Chief Executive Officer for the period from December 19, 2015 to December 31, 2016
correspond to a maximum replacement rate of 1.86% of the portion of compensation that is between 8 and 40 times the annual ceiling for
calculating French social security contributions, and 1.04% of the portion of compensation that is between 40 and 60 times the annual ceiling
for calculating French social security contributions. These additional rights are awarded subject to fulfilment by the Chairman and Chief
Executive Officer of a performance condition, determined on the basis of the Company’s financial position. The performance condition is
deemed to be fulfilled if the variable portion of the Chairman and Chief Executive Officer’s compensation paid in 2017 for financial year 2016 is
100% of his base compensation due for financial year 2016. Should the variable portion not reach 100% of his base compensation, the rights
will be awarded on a pro rata basis.

During its meeting on February 8, 2017, the Board of Directors noted that the specified performance condition had been fulfilled and Mr
Patrick Pouyanné had additional vested pension rights for the period from December 19, 2015 to December 31, 2016.

The Board of Directors also noted that Mr Patrick Pouyanné would not be entitled to further pension rights under the plan, given the terms for
determining pension rights under the plan and the 20 years of service vested by Mr Patrick Pouyanné at December 31, 2016.

The conditional rights awarded to the Chairman and Chief Executive Officer for the period from January 1, 1997 to December 31, 2016
inclusive, correspond to a maximum replacement rate of 36% of the portion of compensation that is between 8 and 40 times the annual
ceiling for calculating French social security contributions, and 20% of the portion of compensation that is between 40 and 60 times the
annual ceiling for calculating French social security contributions. These conditional rights are not subject to performance conditions.

Consequently, based on his seniority in the Company at December 31, 2018, 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 a gross annual retirement pension
estimated at €616,641, which is 19.73% of Mr Patrick Pouyanné’s gross annual compensation, comprising the annual fixed portion for 2018
(€1,400,000) and the variable portion to be paid in 2019 for financial year 2018 (€1,725,900).

The supplementary pension includes a clause whereby up to 60% of the amount will be paid to beneficiaries in the event of death after
retirement.

— Purposes and benefits to the Company of the commitment:

The Board of Directors held on March 14, 2018, decided that it was in the Company’s interest to maintain the commitments made by the
Company to the Chairman and Chief Executive Officer in terms of pension plan.

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Statutory auditors’ report on related party agreements and commitments 4

REPORT ON CORPORATE GOVERNANCE

Retirement benefit

— Director concerned:

Mr Patrick Pouyanné, Chairman and Chief Executive Officer

— Nature and purpose:

Following the appointment of Mr Patrick Pouyanné as Chairman and Chief Executive Officer of your Company, with effect as of December 19,
2015, at its meeting on December 16, 2015 your Board of Directors confirmed the commitments entered into previously by TOTAL S.A. in
favor of Mr Patrick Pouyanné with regard to retirement benefit, in accordance with the following terms and conditions.

— Terms and conditions:

The Chairman and Chief Executive Officer is entitled to receive a retirement benefit equal to those available to eligible members of TOTAL
Group under the French Collective Bargaining Agreement for the Petroleum Industry. The benefit amounts to 25% of gross annual compensation
(fixed and variable) for the twelve- month period preceding the retirement of the person concerned.

Payment of this benefit is subject to performance conditions. The performance conditions are deemed to be met if at least two of the following
three criteria are met:

− average return on equity (ROE) in the three years preceding the year of retirement is at least 10%;
− average debt- to- equity ratios for the three years preceding the year of retirement is less than or equal to 30%;
− TOTAL Group’s oil and gas production growth rate over the three years preceding the year of retirement is greater than or equal to the

average growth rate of the following four oil companies: ExxonMobil, Royal Dutch Shell, BP and Chevron.

— Purposes and benefits to the Company of the commitment:

Severance benefit

— Director concerned:

Mr Patrick Pouyanné, Chairman and Chief Executive Officer.

— Nature and purpose:

Following the appointment of Mr Patrick Pouyanné as Chairman and Chief Executive Officer of your Company, with effect as of December 19,
2015, your Board of Directors, at its meeting on December 16, 2015, confirmed TOTAL S.A.’s prior commitments on severance benefits for
Mr Patrick Pouyanné. The commitments will apply if he is removed from office or his term of office is not renewed, in accordance with the
following terms and conditions.

— Terms and conditions:

The severance benefit is equal to two years’ gross compensation.

The severance benefit is calculated based on gross compensation (fixed and variable) for the twelve- month period preceding the date of
termination or non- renewal of the Chief Executive Officer’s term of office.

The severance benefit is only paid if termination is imposed due to a change in control or strategy decided by the Company. It is not due in the
event of gross negligence or willful misconduct or if the Chairman and Chief Executive Officer leaves the Company of his own will, accepts
new responsibilities within the Group, or may claim full retirement benefits in the short term.

Payment of the benefit is subject to performance conditions, which are deemed to be met if at least two of the following three criteria are met:

− average return on equity (ROE) for the three years preceding the year of retirement is at least 10%;
− the average debt- to- equity ratios for the three years preceding the year of retirement is less than or equal to 30%;
− TOTAL Group’s oil and gas production growth rate over the three years preceding the year of retirement is greater than or equal to the

average growth rate of the following four oil companies: ExxonMobil, Royal Dutch Shell, BP and Chevron.

— Purposes and benefits to the Company of the commitment:

Insurance and health care plans

— Director concerned:

Mr Patrick Pouyanné, Chairman and Chief Executive Officer.

— Nature and purpose:

Following the appointment of Mr Patrick Pouyanné as Chairman and Chief Executive Officer of your Company, with effect as of December 19,
2015, at its meeting on December 16, 2015 your Board of Directors confirmed the commitments entered into previously by TOTAL S.A. in
favor of Mr Patrick Pouyanné with regard to insurance and health care plans, in accordance with the following terms and conditions.

— Terms and conditions:

The Chairman and Chief Executive Officer is covered by:

− the incapacity, disability and life insurance plan that covers all employees, which is borne in part by the Company, with two options in
the event of death of a married employee. The first option entails a death benefit payment equal to five times the deceased’s annual
compensation within the limit of 16 times the annual ceiling for calculating French social security contributions, corresponding to a
maximum of €3,241,920 in 2019. The amount is increased if there is a dependent child or children. The second option entails a death
benefit payment equal to three times the deceased’s annual compensation within the limit of 16 times the annual ceiling for calculating
French social security contributions, in addition to survivor benefits (for spouses and children’s education);

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4 REPORT ON CORPORATE GOVERNANCE

Statutory auditors’ report on related party agreements and commitments

− a disability and life insurance plan for corporate officers and senior executives whose annual gross compensation is greater than
16 times the annual ceiling for calculating French social security contributions, which is funded entirely by the Company. The contract,
which was signed on October 17, 2002, guarantees the beneficiary a death benefit payment corresponding to two years’ compensation.
This is defined as annual gross base compensation in France corresponding to 12 times the gross monthly salary for the last month of
service prior to death, plus the highest amount of variable compensation received during one of the last five years of service in absolute
value terms. The amount is increased to three years in the event of accidental death. In the event of accidental permanent disability, the
beneficiary receives a payment 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 amounts paid under the above-mentioned plan for all employees;

− the health care plan covering all employees.

— Purposes and benefits to the Company of the commitment:

Paris-La Défense, March 13, 2019

The Statutory Auditors
French original signed by

KPMG Audit
A division of KPMG S.A.

ERNST & YOUNG Audit

Jacques- François Lethu
Partner

Eric Jacquet
Partner

Yvon Salaün
Partner

Céline Eydieu- Boutté
Partner

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NON-FINANCIAL PERF

ORMANCE

5.1

Introduction

5.2

Business model

5.3

Social challenges

179

180

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

5.12

Independent third party’s report

221

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177

5 NON-FINANCIAL PERFORMANCE

Chapter 5 of this Registration Document constitutes the consolidated
statement of non- financial performance as per Article L. 225- 102- 1 of
the French Commercial Code, and discloses how the Company and
the entities included in the scope of consolidation, in accordance
with Article L. 233- 16 of the French Commercial Code, take into
account the social and environmental consequences of their activities,
as well as the effects of those activities with regard to respect for
human rights and fighting corruption and tax evasion.

Pursuant to the above mentioned Article L. 225- 102- 1, this statement
also includes information about the impact on climate change of the
Company’s activity and the use of the goods and services that it
produces, its societal commitments in order to promote sustainable
development, the circular economy, the collective agreements in
place within the Company and their impacts on the Company’s

economic performance as well as on employees’ working conditions,
the actions aimed at fighting discrimination and promoting diversity,
and the measures taken in favor of people with disabilities (1).

This statement of non-financial performance was prepared with the
assistance of several of the Company’s corporate functional divisions,
in particular the Legal, Finance, Audit & Internal Control and People
& Social Responsibility Divisions. The statement was reviewed by the
Audit Committee and was thereafter approved by the Board of
Directors.

The data presented in the statement of non- financial performance
are provided on a current- scope basis. The reporting scopes and
method concerning the information in this chapter are presented in
point 5.11 of this chapter.

(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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Introduction 5

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
activities and its geographical footprint in complex environments
place the Group at the junction of a range of society’s concerns
relating to people, the environment or business ethics. Faced with
these challenges, TOTAL’s ambition is to become the responsible
energy major by contributing to supply to as many people as possible
a more affordable, more available, and cleaner energy.

This ambition is embodied by the One Total Company project, which
unites the various activities of the Group, its entities and all of its
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
consumption patterns. This ambition is based on the values restated
and shared by all, (Safety, Respect for Each Other, Pioneer Spirit,
Stand Together and Performance-Minded). These values guide the
Group’s actions.

TOTAL’s Code of Conduct sets forth the principles to be applied
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.

The Company adheres to the United Nations Global Compact and
the responsible development strategy of the Group is based, in
particular, on taking into account the United Nations’ Sustainable
Development Goals (SDGs) in its operations. As such, TOTAL intends
to conduct its activities according to the following principles of:

— ensuring the safety and security of people and the integrity of its

facilities;

— limiting its environmental footprint;

— taking into account climate change challenges into its strategy;

— incorporating the challenges of sustainable development in the

management of its activities;

— promoting equal opportunities and fostering gender and cultural

diversity among its personnel;

— respecting human rights and business ethics;

— increasing its local foothold through stakeholders dialogue with

the objective of creating shared value.

The Group employs a continuous risk identification process. These
risk mappings enable the Group to develop sector policies according
to the desired level of control. The Group also manages its activities
through internal management systems implemented at the different
levels of the company (headquarters, subsidiaries and sites). Within
this framework, the Group performs regular assessments, following
different modalities, of the risks and impacts of its activities in the
areas of industrial safety, security, the environment, workers and local
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;

— during operations;

— prior to placing new substances on the market (toxicological and

ecotoxicological studies, life cycle analyses).

These assessments incorporate the regulatory requirements of the
countries where the Group operates and generally accepted
professional practices. In addition, internal control systems are
structured and regularly adjusted to align with the specific features of
certain areas and the corporate strategic orientations set by the
Board of Directors and General Management.

As part of its statement of non- financial performance, TOTAL
has thus identified the main challenges linked to its activities.
These are listed in the introduction to the sections relating to
social information, health, safety, the environment, climate,
human rights, the fight against corruption and tax evasion, its
societal approach and contractors and suppliers relationships.

For its reporting, TOTAL refers to the GRI (Global Reporting Initiative)
and to the TCFD (Task Force on Climate-related Financial Disclosures)
recommendations on climate. It also relates to the IPIECA guidance
for environmental and societal issues. Detailed information on
these reporting guidelines is available on the Group’s website
(sustainable- performance.total.com).

TOTAL also monitors its stakeholders’ perception of its CSR
(Corporate Social Responsibility) performance. The Group intends to
organize its action through a lasting approach of dialogue and
transparency vis- à- vis its stakeholders.

In terms of non- financial rating, TOTAL has been included
continuously in the FTSE4Good index (London Stock Exchange)
since 2001 and in the Dow Jones Sustainability World Index (DJSI
World – New York Stock Exchange) since 2004. TOTAL has been
listed on DJSI Europe every year since 2005, except in 2015. TOTAL
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
companies are ready for the low- carbon transition?” In addition, 2018
saw the confirmation of the Gold status of the three TOTAL
commercial entities listed on the EcoVadis platform vis- à- vis their
customers.

In 2018, TOTAL was recognized as a “LEAD Company” by the Global
Compact for its commitment to environmental and societal
responsibility, amongst thirty other companies worldwide.

The Global Compact appointed TOTAL’s Chairman and Chief
Executive Officer as an SDG Pioneer in 2017 in recognition of the
commitments made by the Group for driving partnerships and
investing in low carbon energies.

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A Group committed to contributing to the United Nations’ Sustainable
Development Goals

what contribution the oil and gas industry can make to the SDGs.
Furthermore, TOTAL has
the United Nations’
recommendations (1) to better identify the scope of its contribution to
the SDGs.

integrated

Energy being central to human and economic development, TOTAL
has committed since 2016 to contributing to the SDGs. The Group
has become involved in a sectoral approach through its active work
within IPIECA to help produce a common framework setting out

Through its activities, the Group is concerned by all of the SDGs.
However, TOTAL has identified the following SDGs as those on which
it can have a more direct influence.

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
entities included in the scope of consolidation in accordance with
Article L. 233- 16 of the French Commercial Code is set forth in the

integrated report (refer to chapter 1) and in the business overview
(points 2.1 to 2.4 of chapter 2).

(1) According to SDG Compass: Understanding the SDGs, Defining priorities, Setting goals, Integrating, Reporting and Communicating.

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5.3 Social challenges

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Social challenges 5

TOTAL’s ambition is to become the responsible energy major. Thus,
in order to help provide specific solutions to the major challenges
emerging over the coming decades, TOTAL relies on the know- how
and commitment of over 104,000 employees around the world.

In this context, the Group has identified its main challenges to
developing Human Resources:

— attracting and developing talents by identifying and
enhancing each person’s abilities, based on the principle
of non- discrimination and equal opportunity;

— maintaining employees’ long-term employability by facilitating
skills acquisition in order to keep up with the development
of job sectors and technologies;

— ensuring a high level of commitment based on respect for

each other, health and well- being at work.

To address its challenges, TOTAL relies on the Group Human
Resources division, which forms part of People & Social Responsibility
division, whose President is a member of the Executive Committee.
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
project.

In line with the multiple situations encountered in the field, it coordinates
the promotion and roll- out of the new policies to support the various
Human Resources departments in the Group’s business segments.
The Group’s indicators were reviewed in 2018 with a view to
improving the implementation of Human Resources policies and
obtaining more detailed knowledge of specific local requirements,
and are monitored in order to enhance the Group’s Human Resources
activities.

5.3.1 Attracting and developing talents

Attracting and developing the talents that the Group needs is
one of the key factors in the implementation of the Company
project. TOTAL’s tools for dealing with these challenges include
appropriate management of employees joining and leaving
the Group, a responsible compensation policy for employees,
and on increasing employee shareholding.

Group registered headcount
as of December 31,

2018 2017 2016

Total number of employees

104,460 98,277 102,168

Breakdown by business segment

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

Group employees

As of December 31, 2018, the Group had 140,460 employees
belonging to 326 employing companies and subsidiaries located in
103 countries. At year- end 2018, the countries with the most
employees were in descending order France, Poland, the United
States, Mexico, Belgium, Germany and China.

The tables below present the breakdown of employees by business
segment, region and age bracket, as well as the breakdown of
managers or equivalent (≥ 300 Hay points (1)). The breakdown by
gender and nationality is given in point 5.3.3.1 of this chapter.

Refining & Chemicals

48.1% 49.1% 49.8%

Trading & Shipping

0.6%

0.7% 0.6%

Marketing & Services segment

24.0% 21.6% 20.4%

Corporate

2.5%

2.5% 1.9%

Breakdown by region

France metropolitan

French overseas departments
and territories

Rest of Europe

Africa

North America

Latin America

Asia

Middle East

Oceania

34.5% 32.1% 31.1%

0.4%

0.4% 0.4%

28.3% 26.1% 25.2%

9.4% 10.1% 9.9%

6.7%

7.1% 7.1%

11.8% 12.5% 11.8%

7.9% 10.5% 13.4%

0.9%

1.0% 1.0%

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,

Breakdown by age bracket

< 25 years

25 to 34 years

35 to 44 years

45 to 54 years

> 55 years

As of December 31,

2018 2017 2016

Total number hired on
permanent contracts

6.6% 6.9% 7.0%

Women

26.0% 26.4% 27.8%

Men

29.5% 29.9% 29.3%

French

24.1% 23.5% 22.7%

Other nationalities

13.8% 13.3% 13.2%

13,506 12,141 10,940

39.5% 38.6% 36.9%

60.5% 61.4% 63.1%

15.1%

9.7% 6.6%

84.9% 90.3% 93.4%

The increase in the number of employees between 2017 and 2018 is
6.3% (6,183 employees). This is mainly due to the scope variation
(addition of the 3,268 employees of Argedis included in the
consolidation scope and integration of nearly 4,000 employees
following the acquisitions of notably Mærsk Oil and Direct Énergie)
as well as an increase of hirings.

Breakdown of managers or equivalent
as of December 31, 2018

2017 2016

Total number of managers

30,340 28,369 29,243

The table below presents the breakdown by business segment of
the Group employees present (1).

Breakdown by business
segment of the Group employees
present as of December 31, 2018

2017

2016

Exploration & Production segment

12,801 13,023 13,975

Gas, Renewables & Power segment

12,011 11,492 12,841

Refining & Chemicals segment

49,883 47,985 50,442

The regions that hired the most employees were Latin America
(36.7%), mainly in Brazil and Mexico (taking into account the high
turnover rate in these countries), Europe excluding France (21.8%),
France (15.7%) and North America (10.7%).

In 2018, the consolidated Group companies hired 11,650 employees
on fixed-term contracts, compared with 5,287 in 2017. This increase
results from a scope variation due to the integration in 2018 in the
consolidation scope of Argedis, which business has a significant
seasonality (service stations) and which involves hiring on temporary
contracts.

As of December 31,

2018

2017 2016

Total number of departures (a)

12,458 13,111 11,058

Deaths

Resignations

110

8,259

7,379

5,868

Negotiated departures, Dismissals

3,923

5,492

4,958

Ruptures conventionnelles
(specific negotiated departures
in France)

166

150

142

Total departures/total employees

11.9% 13.3% 10.8%

Refining & Chemicals

49,231

47,350 49,838

(a) Excluding retirements, transfers, early retirements, voluntary departures and expiration

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

TOTAL’s workforce movements

Since the end of 2014, the oil & gas industry has experienced an
economic downturn related in particular to the significant fall in oil
prices. In this difficult environment, TOTAL decided to protect its
workforce while limiting recruitment. In light of a more favorable
economic environment, which nonetheless remains subject to the oil
price volatility, hiring resumed in 2018 and increased by 11.2%
compared to 2017. This represents a total of 13,506 employees
hired with permanent contract within the consolidated scope.

TOTAL implements a proactive policy of recruiting young people at
the start of their career, regardless of their job sector or background.
The Group gives them the opportunity to forge a variety of career
paths through tailored, continuous training programs designed to
improve long- term employability. This enables TOTAL to adapt to
structural and job sector changes.

In addition, TOTAL hires more experienced profiles for more specific
positions, while offering them long- term career prospects within the
Group.

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
the link to individual performance, increase employee share ownership
and
implement the Group’s Corporate Social Responsibility
commitments.

locally. Regular benchmarking

A large majority of employees benefit from laws that guarantee a
minimum wage, and, whenever this is not the case, the Group’s
policy ensures that compensation is above the minimum wage
observed
is used to assess
compensation based on the external market and the entity’s
competitive environment. Each entity’s positioning relative to its
reference market is assessed by the Human Resources Department
of each business segment, which monitors evolutions in payroll,
turnover and consistency with the market.

Fair treatment is ensured within the Group through the widespread
implementation of a management job level evaluation (JL ≥ 10) (2)
using the Hay method which associates a salary range with each job
level. Performance of the Group’s employees (attainment of set
targets, skills assessment, overall evaluation of job performance) is
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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The compensation structure of the Group’s employees is based on
the following components, depending on the country:

5.3.1.3 A proactive policy to increase employee

shareholding and employee savings

NON-FINANCIAL PERFORMANCE

Social challenges 5

— a base salary, which is subject to individual and/or general
salary- raise campaigns each year. The merit- based salary- raise
campaigns are intended to compensate employees’ individual
performance according to the targets set during the annual
individual review, including at least one HSE (Health, Safety,
Environment) target; and

— an individual variable compensation starting at a certain level
of responsibility, which is intended to compensate individual
performance (quantitative and qualitative attainment of previously
set targets) and the employee’s contribution to collective
performance evaluated among others according to HSE targets
set for each business segment, which represent up to 10% of
the variable portion. In 2018, 86.7% of the Group’s entities (WHRS
scope) included HSE criteria in the variable compensation.

Complementary collective variable compensation programs are
implemented in some countries, such as France, via incentives and
profit-sharing that also incorporates HSE criteria. According to the
agreement signed for 2018- 2020 applicable to the oil and
petrochemicals (1) (scope of about 17,700 employees in 2018) sector
in France, the amount available for employee incentive is determined
based on:

— financial parameters (the Group’s return on equity as an absolute

value and compared to four peers (2)),

— the attainment of safety targets (injury rate and accidental deaths

in the oil and petrochemicals sector in France),

— criteria assessed at the level of the entity to which the employees
belong, relating to employee commitment to priority areas
identified by the Total Foundation program, which is driven mainly
by the Fondation d’entreprise Total in France,

— criteria relating to the performance of the entity in question
(production, sales volumes, gross margins, operating costs, etc.).

The Group also offers pension and employee benefit programs
(health and death) meeting the needs of the subsidiaries and the
Group’s standards. These programs, which supplement those that
may be provided for by local regulations, allow each employee to:

— benefit, in case of illness, from coverage that is at least equal to

the median amount for the national industrial market;

— save or accumulate income substitution benefits for retirement;

— arrange for the protection of family members in case of the
employee’s death via insurance that provides for the payment of
a benefit recommended to equal two years’ gross salary.

These programs are reviewed on a regular basis and adjusted when
necessary.

Employee shareholding, one of the pillars of the Group’s Human
Resources policy, is extended via three main mechanisms: the grant
of performance shares, share capital increases reserved for
employees, and employee savings. In this way, TOTAL wishes to
encourage employee shareholding, strengthen their sense of
belonging to the Group and give them a stake in the Group’s
performance by allowing them to benefit from their involvement.

Each year since 2005, TOTAL has granted performance shares to
many of its employees (approximately 10,000 each year since 2009).
The definitive granting of these shares depends on the fulfillment of
performance conditions assessed at the end of a vesting period
extended to three years in 2013 (refer to point 4.3.4 of chapter 4).
The 2018 plan approved by the Board of Directors of TOTAL S.A. in
March 2018 granted a 7% higher volume of performance shares
compared with the 2017 plan. Over 40% of plan beneficiaries had
not received performance shares the previous year. More than
10,000 employees were concerned by this plan, over 97% of whom
are non- senior executives.

TOTAL also invites employees of companies more than 50% owned
in terms of voting rights, and subscribing to the Shareholder Group
Savings Plan (PEG- A) created in 1999 for this purpose, to subscribe
to share capital increases reserved for employees. Previously offered
every two years, share capital increases reserved for employees now
take place annually. As a result, more than 60% of the Group’s
employees are shareholders. Depending on the offerings chosen and
the employees’ location, these operations are completed either
through Company Savings Plans (3) (FCPE) or by subscribing directly
for shares or for American Depositary Receipts (ADRs) in the United
States.

Pursuant to the authorization given by the Annual Shareholders’
Meeting of June 1, 2018, the Board of Directors of TOTAL S.A.
approved, at its meeting on September 19, 2018, the principle of a
share capital increase reserved for employees to be completed
in 2019. This operation will concern approximately 100 countries.
As in 2018, two offerings are proposed: a traditional scheme with a
20% discount and a leveraged scheme in all countries where
permitted by law. Employees will receive a matching contribution of
five free shares for the first five shares subscribed. The shares
subscribed will give holders current dividend rights. The subscription
period will close in mid- May 2019.

The previous operation took place in 2018. Over 40,000 employees
in 94 countries took part in this share capital increase, which resulted
in the subscription of 9,174,817 shares at a price of €37.20 per
share.

Employee savings are also developed via the TOTAL Group
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

Maintaining employees’ long- term employability is another key
factor in the successful implementation of the Company project.
In order to manage this risk, the Group operates a tailored
training policy focused on two areas: facilitating skills acquisition
in order to keep up with the development of job sectors and
technologies, and contributing to maintaining employees’
long- term employability.

The technical and commercial know- how of employees and their
ability to manage large projects underpin the Group’s operational
excellence and are essential for the Group’s development. TOTAL
therefore offers tailored, continuous training programs aimed at
enhancing employees’ skills and employability. These training courses
form part of an approach based on improving skills and supporting
careers, including for employees moving between business segments
and/or geographical region.

The Group’s policy in the field of training hinges on five major areas:

— sharing TOTAL’s corporate values, particularly with respect to HSE,

ethics, leadership, innovation and digital technology;

— supporting the development of existing activities and creating

new ones in order to achieve the Group’s ambitions;

— increasing key skills in all business areas to maintain a high level

of operating performance;

— promoting employees’ integration and career development
through Group induction and training on management and
personal development; and

— supporting the policy of mobility and diversity within the Group

through language and intercultural training.

The Group’s training efforts remained strong in 2018, with 75% of
employees having attended at least one site training during the year.
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

Remote training

Group average

Average number of days/year of training per employee (a)
(on site and remote training, excluding “Companion” apprenticeships)

By segment

Exploration & Production segment

Gas, Renewables & Power segment

Refining & Chemicals segment

Refining & Chemicals

Trading & Shipping

Marketing & Services segment

Corporate

By region

Africa

North America

Latin America

Asia Pacific

Europe

Middle East

Oceania

French overseas departments and territories

Breakdown by type of training given
(on site training, excluding “Companion” apprenticeships and remote training)

Technical

Health, Safety, Environment, Quality (HSEQ)

Language

Other (management, personal development, intercultural, etc.)

2.8

0.5

3.3

5.6

1.9

2.6

1.7

3.4

5.8

4.8

4.0

3.5

4.2

2.7

5.7

3.6

0.8

3.0

0.5

3.5

6.5

2.8

2.7

2.3

3.3

3.4

5.3

4.1

2.8

4.4

3.1

6.4

0.5

2.7

3.2

0.4

3.6

7.1

2.8

2.9

1.9

2.7

3.7

5.8

3.9

3.0

4.3

3.0

5.4

0.5

1.8

35%

29%

36%

28%

38%

23%

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
combines technical expertise and life- size technical learning
platforms. The center operates on two sites in France (in Dunkerque
and La Mède), offering trainees a life- size Seveso environment and
providing technical training in operations, maintenance, inspection,
safety and more. Oléum welcomes interns from all sectors of activity

of the Group worldwide, as well as partners and external customers.
In 2018, a platform was introduced enabling the delivery of the
certified Basic Offshore Safety Induction and Emergency Training
course. This certification is mandatory for all personnel working on
offshore platforms.

5.3.3 Ensuring a high level of commitment based on respect for each other,

health and well- being at work

To ensure a high level of commitment from its employees,
the Group promotes Human Resources development based
on respect for each other, health and well-being at work.
TOTAL’s approach is based on a number of levers. In addition
to the organization of work and social dialogue, TOTAL aims
to promote equal opportunities and diversity. It intends to ban
all discrimination related to origin, gender, sexual orientation
or identity, disability, age or affiliation with a political, labor or
religious organization.

5.3.3.1 Promoting equal treatment of employees

and banning discrimination

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
a significant feature of TOTAL and is a key success factor. The Group
has long been involved in promoting equal opportunities and diversity,
and strives to promote an environment conducive to the expression
and development of all employees’ potential.

The diversity of its employees and management is crucial to the
Group’s competitiveness, innovative capacity and attractiveness.
TOTAL works to develop its employees’ skills and careers while
prohibiting any discrimination related to origin, gender, sexual
orientation or identity, disability, age or affiliation with a political, labor
or religious organization.

This policy is supported at the highest level and promoted by the
Diversity Council, which is chaired by a member of the Group’s
Executive Committee.

Each entity is responsible for creating a suitable work environment
so that they offer all employees the same career opportunities and
can benefit from all of the skills and diverse approaches they bring.

Promoting equal opportunity and diversity is part of a policy and has
long been monitored. TOTAL was one of the pioneering Groups with
regard to diversity. It has prioritized two key components of diversity:
gender diversity and internationalization, aiming to offer women and
men of all nationalities the same career opportunities up to the highest
levels of management. TOTAL has set itself targets to this end.

In addition
the components of gender diversity and
internationalization, disability forms an integral part of the Group’s
diversity policy. Previously mainly deployed and coordinated in France,
the disability policy was rolled out internationally in October 2018
through the signing of the International Labour Organization (ILO)
Global Business and Disability Network Charter. In September 2018,

TOTAL renewed its commitment to diversity, equal opportunities and
economic and social performance by signing the new Diversity
Charter introduced by the “Les entreprises pour la cité” network in
France. By signing this new charter, TOTAL has reaffirmed its aim to
be a responsible employer. The Group was one of the 33 founding
signatories of the charter when it was launched in 2004. In
November 2018, within the European Round Table of Industrialists
(ERT) framework, TOTAL signed a pledge through which the
signatories hope to strengthen the European movement to promote
Diversity and Inclusion.

Equal treatment for women and men

TOTAL is committed to respecting the principle of equal treatment
for women and men and promotes this fundamental principle and
ensures that it is correctly applied. Equal treatment for women and
men is promoted in the Group through a global policy of gender
diversity, targets set by General Management, Human Resources
processes that take the issue of gender into consideration,
agreements in favor of a better work- life balance (such as the
agreement on remote working in France) and awareness-raising and
training actions.

TOTAL’s commitment spans from recruitment to the end of a career.
It guarantees equal treatment for women and for men in the process
for identifying high-potential employees and appointing executives.
In terms of compensation, specific measures have been set in place
since 2010 to prevent and compensate for unjustified salary gaps.

The Group’s target for 2020 is:

— women represent 25% of senior executives (they were

approximately 5% in 2004 and are 21.6% in 2018);

— women represent more than 20% of Management Committees
members (head office and subsidiaries) (they are 21.8% in 2018).

In order to increase the representation of women in Management
Committees, at the end of 2018 the Executive Committee set a new
target of 20% women members of Management Committees of
branches and large operational divisions.

In terms of TOTAL S.A., TOTAL’s commitment took shape in 2016
with the arrival of the President of the People & Social Responsibility
division to the Group’s Executive Committee (7 people). With regard
to diversity in the 10% of the highest management of the Company
positions, the proportion of women equals 15%. At Group level,
which is the most relevant perimeter considering TOTAL’s activities,
this proportion equals 21% (1).

(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 qualifications awarded by the higher education establishments in
its business segments. The Group strives to promote the same
proportion of women and men with equivalent qualifications and
experience within the overall population eligible for a specific
promotion.

To encourage young women to choose to study technical subjects,
TOTAL has been a partner of the “Elles bougent” organization in
France since 2011, and served as honorary Chairman in 2015. Some
130 female engineers regularly inform high-school girls about careers
in science. Throughout the Group, female engineers and technicians
from all cultures are encouraged to give talks to high- school girls and
female students to illustrate women’s contribution to the fields of
science and technology.

Diversity is also promoted through action to change mentalities, and
awareness, training and communication events are held regularly.
Internal training courses such as “Managing your career as a woman”
and “Managing diversity” are also available.

Through its mentoring activities and development workshops, the
TWICE (Total Women’s Initiative for Communication and Exchange)
network also helps to develop the gender diversity policy. It aims to
promote the progression of women within the Group, particularly to
management roles, and help women further their careers. Created in
2006, it is currently in place in France and abroad (35 local networks)
and has over 3,200 members. Since 2010, nearly 610 women have
benefitted from the network’s mentoring program, in France and
internationally, and which helps them to better anticipate the key
phases of their careers.

The signing of agreements, international charters and commitments
relating to diversity is emblematic of the Group’s conviction at the
very highest level of decision- making.

Thus, in 2010, TOTAL signed the “Women’s Empowerment
Principles – Equality Means Business” set out in the United Nations
Global Compact, and its commitment to equal opportunities and the
equal treatment of women and men is regularly embodied in
agreements that address the issue of diversity, such as the global
agreement signed in 2015 with IndustriALL, or the Global Deal to
which TOTAL has adhered more recently in 2017.

In 2016, TOTAL, along with 20 other oil and gas companies, got
involved at the World Economic Forum by signing “Closing the
Gender Gap – a Call to Action”. This joint declaration is based on
seven action principles (leadership; expectations and goal setting;
Science, Technology, Engineering and Mathematics (STEM) program;
clear responsibilities; recruitment, retention and promotion policies;
inclusive corporate culture; and work environment and work-life
balance) and two decisive drivers: more diverse recruitment and
greater openness of technical and management roles to women.

In the same vein, the Chairman and Chief Executive Officer chaired
the 15th edition of the Entretiens de Royaumont discussion forum at
the end of 2018, on the subject of “Being a woman”.

% of women

2018

2017

2016

Permanent contract recruitment

39.5% 38.6% 36.9%

Management (JL ≥ 10) (a) recruitment

31.9% 31.9% 29.7%

Employees

Managers (JL ≥ 10) (a)

Senior executives

35.1% 33.3% 32.4%

27.7% 26.3% 25.5%

21.6% 21.1% 19.9%

(a) Job Level of the position according to the Hay method. JL10 corresponds to junior

manager (cadre débutant) (≥ 300 Hay points).

% of men

Employees

2018 2017 2016

64.9% 66.7% 67.6%

Permanent contract recruitment

60.5% 61.4% 63.1%

Internationalization of management

With employees representing over 150 nationalities, TOTAL enjoys
broad cultural diversity and believes that it is important to promote
this at all levels of its activities. In 2018, 84.9% of employees hired by
the Group and 58.9% of managers hired were non-French nationals.
In 2018, the integration in the consolidation scope of companies
mainly present in France (such as Argedis, Direct Énergie and
GreenFlex
for the more
representation of French people in hires and Group employees.

is partly responsible

instance)

for

The Group has set a target of having local managers representing
50% to 75% of the subsidiaries’ Management Committee members
by 2020 (they represented 52% in 2018 compared to 54% in 2017)
and non- French nationals representing 40% of senior executives
(having represented approximately 19% in 2004 and are 32.1% in
2018).

Several measures have been put in place to internationalize the
management population, including career paths to internationalize
careers, increasing the number of foreign postings for employees of
all nationalities (approximately 4,000 employees representing more
than 100 nationalities are posted in more than 100 countries), and
integration and personal development training organized by large
regional hubs (for example, Houston, Johannesburg and Singapore).

% of employees
of non- French nationality

2018

2017 2016

Permanent contract recruitment

84.9% 90.3% 93.4%

Management (JL ≥ 10) recruitment (a)

58.9% 68.0% 75.3%

Employees

Managers (JL ≥ 10) (a)

Senior executives

66.2% 68.2% 69.0%

56.6% 58.1% 58.8%

32.1% 28.9% 28.2%

% of employees of French nationality

2018 2017 2016

Employees

33.8% 31.8% 31.0%

Permanent contract recruitment

15.1% 9.7% 6.6%

(a) Job Level of the position according to the Hay method. JL10 corresponds to junior

manager (cadre débutant) (≥ 300 Hay points).

The inclusion of the teams from Mærsk Oil, the acquisition of which
was finalized in March 2018, explains the increase in international
employees on local Management Committees and senior executives
of non- French nationality.

Measures promoting the employment
and integration of people with disabilities

The integration and job retention of people with disabilities are
covered by specific measures incorporated into the Group’s diversity
policy.

In France, for over 20 years, TOTAL has implemented its policy to
promote the employment of people with disabilities by signing
agreements with employee representatives. Three framework
agreements signed for three years (2016- 2018) with the French
representative unions and approved by the government (DIRECCTE
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:

— professional support throughout the employee’s career;

— an integration and professional training plan;

— the development of agreements and partnerships with the
disabled and protected employment sectors (ESAT and EA).

TOTAL promotes recruitment of people with disabilities as well as
indirect employment by purchasing from the protected employment
sector as part of its responsible procurement. At the same time, the
Group takes various types of action:

— internally: integration, professional training, support and job
retention, communication, awareness actions and sessions
organized for managers and all the teams, as well as for Human
Resources managers;

— externally: information and advertising aimed at students,
cooperation with recruitment agencies, attendance at specialized
forums, partnerships with schools and universities.

TOTAL’s Disability Program is a structure within the Diversity department
of the Group’s Human Resources division. It is responsible for leading
the disability policy and relies on a network of expert contacts within
the establishments.

Internationally, the Group’s actions to support employees with
disabilities took on a new dimension at the end of 2018, with the
ambition of going beyond the legal requirements in all of the countries
where it operates. This aim was embodied by the signing of the
International Labour Organization (ILO) Global Business and Disability
Network Charter in October 2018. To date, 40 subsidiaries have
voluntarily signed up to the scheme and have set goals for the next
two years on the basis of the five principles identified as priorities by
the Group: respect and promotion of rights, policy and practice of
non- discrimination, accessibility, job retention and confidentiality. The
first stage of implementation took place in December 2018, on
International Day of Persons with Disabilities, giving the participating
subsidiaries the opportunity to share internal best practices and learn
from the ILO network and other companies’ experiences.

In addition, TOTAL supports organizations such as the Association
Total Solidarité Handicap (ATSH), which was formed in 1975 by
employees with children with disabilities. ATSH provides discreet,
confidential moral and financial support, helps with paperwork and
practical assistance to current and retired employees of the Group
and their dependents in France who are affected by disability. It
currently has over 350 members, a third of whom received help from
the association in 2018.

Commitment to promote the professional
integration of young people

TOTAL is committed to promoting the professional integration of
young people, thus increasing their employability. It believes that for
maximum impact, this issue must be tackled as early as possible in
the education system, and has therefore put in place targeted actions
tailored to the specific context of the countries where they are
implemented.

In France, TOTAL’s target is to have 50% of secondary education
internships offered to disadvantaged youths. Since 2018, this has
been implemented in the Paris region.

In Africa, the Young Graduate Program run by the Marketing &
Services segment offers graduates below the age of 25 an 18- month
work placement. The program is split into two phases consisting of
work experience at a subsidiary in the young person’s home country
followed by an assignment in another country. Since the program
was launched in 2014, over 350 young people have taken this
opportunity to improve their employability. The Young Graduate
Program aims to reach the milestone of 500 graduates registered by
2020.

Volontariat International en Entreprise (VIE) is an international
internship program that offers young graduates aged between 18
and 28, from France or other European Economic Area member
states, professional internship within an affiliate and abroad for a
maximum of 24 months. The program has been in operation within
the Group since 2002, and over 1,700 young people have benefited
from it to date.

Other anti- discrimination measures

Large- scale initiatives aimed at raising employees’ awareness of
diversity are organized on a regular basis.

In October 2018, the Diversity Council, chaired by a member of the
Executive Committee, met in Paris. A year- end 2017 review was
performed and areas for action were identified to ensure that the
goals set for 2020 are achieved, particularly in terms of the
appointment, recruitment, feminization and internationalization of the
Group’s senior executives.

The Group signed the LGBT (lesbian, gay, bisexual and transgender)
Charter in 2014. Prepared by the “L’Autre Cercle” association, it
establishes a framework for combating discrimination related to
sexual orientation or identity in the workplace in France.

TOTAL has written a practical guide to religion in the Group to offer
concrete answers to employees’ questions about religion in the
workplace and to promote tolerance of everyone’s beliefs, while
respecting differences at the same time. The guide, which was posted
on the Group’s intranet site in March 2017, offers the keys to
understanding different beliefs, so that everyone can better
comprehend them in their everyday activities.

5.3.3.2 Measures to meet the speciﬁc requirements

of the organization of work

The Group’s activities are varied and, depending on the segments,
require the implementation of specific regimes for the organization of
work, such as the “shift” regime (1) and the “rotational” regime (2). Most
shift workers are employed in the Refining & Chemicals, Marketing &
Services and Gas, Renewables & Power segments, while the
rotational regime mainly concerns the Exploration & Production
segment.

The average work week is determined in accordance with applicable
local law and limits set by International Labour Organization (ILO)
conventions. Excluding specific regimes, it is less than 40 hours in
most subsidiaries located in Europe, Japan and Qatar. It is 40 hours
in most subsidiaries located in Asian, African and North American
countries. It is above 40 hours, without exceeding 48 hours, in
subsidiaries located in Latin America (mainly Argentina, Brazil,
Mexico), a few countries in Asia (Cambodia, India, Philippines) and
Africa (mainly South Africa, Equatorial Guinea and Morocco).

TOTAL recruited nearly 5,000 interns in France over the 2016- 2018
period, corresponding to 5% of the workforce in France. As of 2019,
the Group is committed to continuing with the scheme in the long
term. In addition, indicators reflecting TOTAL’s priority commitments
in relation to gender diversity, disability and the professional integration
of disadvantaged youths will be set up to improve monitoring.

The challenges involved in the organization of work are many and
varied depending on the regions of the world where the Group
operates, and the applicable local law. The Group entities put in
place measures to meet the specific requirements of the organization
of work and promote, where possible, a good work- life balance. For
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
(WHRS scope) was 1,371, 34.5% of whom were men (representing
473 men), compared to 952 in 2017 and 746 in 2016.

% of companies offering the option
of remote working

% of employees involved in remote
working of those given the option

WHRS
2018

WHRS
2017

WHRS
2016

25.8% 24.1% 18.5%

5.0% 4.1% 3.4%

In addition, as part of a global approach to preventing and managing
employee absenteeism, the sickness absenteeism rate is one of the
indicators monitored under the WHRS:

WHRS
2018

WHRS
2017

WHRS
2016

Sickness absenteeism rate

3.0% 2.4% 2.4%

The sickness absenteeism rate evolves notably due to the integration
of new companies in the consolidated scope.

5.3.3.3 Promoting social dialogue

Social dialogue is one of the pillars of the Company project. It includes
all types of negotiations, consultations or exchanges of information
between the Group entities, the employees and their representatives
about economic and social issues and related to the life of the
company. The subjects covered by dialogue with employees vary
from company to company, but some are shared throughout, such
as health and safety, work time, compensation, training and equal
opportunity.

The Group strives to maintain this dialogue at both a local level and
at the head offices or centrally, as well as through its membership of
bodies and the signing of agreements.

Among the numerous stakeholders with which TOTAL maintains
regular dialogue, the Group’s employees and their representatives
have a privileged position and role, particularly in discussions with
the management teams. In countries where employee representation
is not required by law (for example in Myanmar and Brunei), the
Group companies strive to set up such representation. There are
therefore employee representatives in the majority of Group
companies, most of whom are elected.

At European level, the European Committee enables the provision of
information and discussions about the Group’s strategy and social,
economic and financial situation, as well as on matters relating to
sustainable development, environmental and societal responsibility,
and safety. It examines any significant proposed organizational
change concerning at least two companies in two European
countries, to express its opinion, in addition to the procedures initiated
before the national representative bodies. A new agreement was
reached in July 2017 that contains some innovative measures
allowing for better dialogue with the members of the European
Committee (field safety visits and learning expeditions to discuss the
Group’s strategy directly on site).

Globally, social dialogue is embodied through the signing of various
agreements. In 2015, TOTAL signed an agreement with the worldwide
trade union federation, IndustriALL Global Union, which represents
50 million employees in 140 countries. Under this agreement, the
Group made a commitment to maintain minimum Corporate Social

Responsibility (CSR) standards and guarantees worldwide for
subsidiaries in which it has more than a 50% stake (occupational
health and safety, human rights in the workplace, enhancement of
the dialogue with employees, life insurance, professional equality,
societal responsibility and assistance with organizational changes).
In addition, the Group ensures that the principles of the agreement
on health, safety and human rights are disclosed to and promoted
among its service providers and suppliers. The implementation of
this agreement is monitored annually with representatives who are
members of trade unions affiliated with the IndustriALL Global Union
and appointed by this federation. Two follow-up meetings were
therefore held in July 2017 and 2018 to assess the implementation
of the agreement and identify areas for improvement and actions to
be taken. The aim is to maintain the partnership and renegotiate the
agreement for 2019 and beyond.

In December 2017, TOTAL also joined the worldwide Global Deal
initiative, a multi- stakeholder partnership that aims to incite
governments, companies, unions and other organizations to make
concrete commitments to favoring dialogue with employees. The
Global Deal promotes the idea that effective social dialogue can
contribute to decent work and quality jobs and, as a consequence,
to more equality and inclusive growth from which workers, companies
and civil society benefit.

As a company that listens to the people who work for it, TOTAL
continues to build on its Company project, One Total, through a
participative approach that engages employees. This approach was
illustrated in 2016 by the involvement of employees in a reflection of
the Group’s ambitions and values. This was followed in 2018 by the
One Total, Be Simple collaborative campaign focusing on employees’
day- to- day lives, with simplification having been identified as the key
area in which progress must be made in order to achieve the Group’s
ambition. Employees were able to express their opinions on the
theme of simplification, share ideas for solutions and discuss the
issues with each other through a dedicated collaborative platform.

In addition, every two year, TOTAL carries out an internal survey
(Total Survey) among its employees to gather their views and
expectations with regard to their work situation and perception of
the Company, locally and as a Group. The results of the last survey
conducted in 2017 among 70,000 employees in 124 countries
demonstrated that employees have a commitment rate of 78% and
that 85% of them are proud to work for TOTAL.

% of companies with
employee representation

% of employees covered
by collective agreements

WHRS
2018

WHRS
2017

WHRS
2016

80.5% 78.9% 78.5%

71.5% 73.1% 68.9%

Number of active agreements signed
with employee representatives
worldwide

of which in France (a)

316
190

256
160

330
245

(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
of companies).

The number of employees covered by collective agreements has
increased in 2018: they were 62,628 in 2017 and 66,822 in 2018
within the WHRS scope.

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Personal health and safety challenges 5

Given the specific nature of its activities, the Group’s operations give
rise to occupational health and safety risks for its employees and the
personnel of external contractors. In addition, some of the products
marketed by TOTAL pose potential risks to the health and safety of
consumers. The Group therefore aims to meet its obligations with
regards to information and prevention in order to minimize the risks
throughout the life cycle of its products.

The Group has therefore identified its main personal health and
safety challenges:

— preventing occupational accidents;

— preventing occupational health risks through improved

assessment;

— minimizing the risks throughout the life cycle of products to

prevent consumer health and safety risks.

To address its challenges, TOTAL relies on the HSE division, which
forms part of the People & Social Responsibility division, whose
President is a member of the Executive Committee.

In line with the multiple situations encountered in the field, the HSE
division coordinates the promotion and implementation of new
policies to support the various HSE departments of the Group’s
entities and subsidiaries to enable them to prevent or mitigate risks.
Indicators are monitored so that the Group’s actions in relation to
personal health and safety can be continuously adapted.

TOTAL conducts its operations on the basis of its Safety Health
Environment Quality Charter (available at total.com). It forms the
common foundation for the Group’s management frameworks, and
sets out the basic principles applicable to safety, security, health, the
environment, quality and societal commitment. This Charter is
implemented at several levels within the Group through its
management systems. Group directives and rules define the minimum
requirements expected in these areas. General specifications, guides
and manuals are the documents used to implement these directives
and rules. The Group’s framework is available to all employees.

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 same time respecting the businesses’ specific characteristics.
The One MAESTRO (Management and Expectations Standards
Toward Robust Operations) reference framework, which focuses on
HSE issues and is common to all of the business segments, has
been gradually rolled out since 2018. This reference framework
stipulates that HSE audits must be carried out every three to
five years on all assets, activities and sites operated by the
Group’s entities and subsidiaries (1), which must also perform a
self- assessment at least every two years. The Group’s HSE audit
protocol is based on this framework and contains all of the
requirements of ISO 14001:2015 and ISO 45001:2018. The audit
protocol is applied in full during self- assessments and according to a
risk- based approach during audits.

The Group’s entities and subsidiaries holding an interest in
non-operated assets endeavor to promote the Group HSE
requirements and best practices and to adopt similar requirements
by the operator. This promotion process can be exercised during
board meetings, technical assistance contracts or through audits
when they are part of the shareholders’ agreements.

5.4.1 Preventing occupational accidents

The Group’s personal safety policy covers three main areas:
preventing occupational accidents, preventing transport accidents,
and preventing accidents linked to technological risks, such as fires
and explosions. It relates to all employees of Group subsidiaries,
employees of external contractors working on these entities’ sites as
well as employees of transport companies under long-term contracts.
The safety results are monitored with the same vigilance for all.

Indicators defined according to an internal procedure measure the
main results. In addition to its aim of zero fatalities in the exercise of
its activities, the Group has set the target of continuously reducing
the TRIR (2) and, for 2018, of keeping it below 0.9 for all personnel
(Group and External Contractors).

(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

TRIR (a): number of recorded
injuries per million hours
worked – All Personnel 0.91 0.88 0.91

Group company employees 0.82 0.89 0.83

External contractors employees (b) 1.01 0.88 0.99

LTIR (c): number of lost time
injuries per million hours
worked – All Personnel 0.59 0.58 0.51

SIR (d): average number of days lost
per lost time injury 26 28 (e) 30 (e)

Number of severe road accidents (a)

2018 2017 2016

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 this chapter.
(c) LTIR: Lost Time Injury Rate.
(d) SIR: Severity Injury Rate.
(e) Excluding Saft Groupe.

(a) Overturned vehicle or other accident resulting in the injury of a crew member (declared

incident).

(b) Vehicles on long- term contract with the Group (> 6 months).

With regard to air transport, a carrier selection process exists to limit
the risks relating to travel by Group and external contractor’s
employees, if their journey is organized by the Group. This process is
based on data provided by recognized international bodies: the
International Civil Aviation Organization (ICAO), the IATA Operational
Safety Audit (IOSA), the International Association of Oil and Gas
Producers (IOGP), and civil aviation authority recommendations.
Airlines that do not have a rating from an international body are
assessed by an independent body commissioned by the Group.

With regard to technological risks (also known as “major” industrial
risks), the risk analysis and prevention actions are described in point
5.5.2 of this chapter.

— Safety Pass: These safety induction courses were started on
January 1st, 2018, for new arrivals at the Group. Various courses
exist depending on the position held, and cover the Company’s
major risks, the risks linked to the activities on site as well as
those linked to the workplace. The theoretical content is
supplemented by practical “life- saving” training sessions;

— HSE for Managers aimed at operational or functional managers
who are currently or will in the future be responsible within one of
the Group’s entities. Sessions are offered on all of the continents
where TOTAL operates. Seven sessions were held in 2018 with
305 managers participating;

— HSE Leadership for Group Senior Executives focused on safety
leadership. Its objective is to give senior executives the tools to
communicate and develop a safety culture within their
organization. This course is currently being updated, and a pilot
session in the new format will be held in early 2019. The target is
for all senior executives to have taken the new module within
three years.

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5.4.2 Preventing occupational health risks through improved assessment

NON-FINANCIAL PERFORMANCE

Personal health and safety challenges 5

With regard to prevention of occupational health risks, the Group
implements a policy that defines the risk assessment methodology
to be applied by all Group entities and subsidiaries. The associated
Group directive stipulates that the assessment includes chemical,
physical, biological, ergonomic and psychosocial risks, and that it
must result in the design and roll-out of an action plan. In addition, it
requires that each Group entity sets out a formal medical monitoring
procedure taking into account the requirements under local law
(frequency, type of examination, etc.) and the level of exposure of its
personnel to the various risks.

In terms of prevention, the Group has decided to make psychosocial
risk prevention a priority commitment. In 2018, the Group identified
four areas of progress worldwide:

— a minimum level of awareness and training for all;

— a system for measuring stress and the quality of the social

climate, facilitating the production of action plans;

— a system for listening to and supporting employees in difficult

situations;

— coordination of actions and monitoring of indicators.

Regarding the priority commitment to training, a fully updated PSR
pack aimed at entity managers, prevention contributors and
managers was finalized in 2018. Approved by international experts,
it has now been translated into 11 languages and is the core material
for training on this subject. The pack consists of two guides: a
methodological guide for entity managers and anyone with a role in
PSR prevention, and a practical guide for managers to raise
awareness of the importance of the quality of life at work as a key
factor in preventing 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 situations.

On a broader level, TOTAL is helping to promote individual and
collective health programs in the countries where it operates,
including vaccination campaigns and screening programs for certain
diseases (AIDS, cancer, malaria, etc.) for employees, their families
and local communities. Action is also taken regularly to raise awareness
of lifestyle risks (anti- smoking and anti- drinking campaigns, etc.).

The Group has put in place the following indicators to monitor the
performance of its program:

Health indicators (WHRS scope)

2018 2017 2016

Percentage of employees with
specific occupational risks benefiting
from regular medical monitoring (a)

Number of occupational illnesses
recorded in the year (in accordance
with local regulations)

98%

99%

154

143

108

(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.

Reporting on occupational illnesses covers only the Group’s
personnel (WHRS scope) and illnesses reported according to the
regulations applicable in the country of operation of each entity.

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
by TOTAL pose potential consumer health and safety risks; the Group
therefore aims to meet its obligations with regard to information
and prevention in order to minimize the risks throughout its products’
life cycle.

TOTAL’s health and products directive sets out the minimum
requirements to be observed by the Group’s entities and subsidiaries

for marketing the Group’s products worldwide in order to reduce
potential risks to consumer health and the environment. TOTAL
identifies and assesses the risks inherent to its products and their
use. The material safety data sheets (MSDS) that accompany the
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
information. All new products comply with the regulatory requirements
in the countries and markets for which they are intended.

5.5 Environmental challenges

To address its challenges, TOTAL relies on the HSE division, which is
part of the People & Social Responsibility division, whose President
is a member of the Executive Committee. In particular, the HSE
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
challenges:

— preventing incident risks connected to major industrial

events;

— limiting its environmental footprint by managing energy
consumption, emissions in natural environments (water, air,
soil) and use of natural resources;

— not to harm biodiversity and ecosystems during projects
and operations especially when situated in sensitive natural
environments;

— limiting its production of residual waste by supporting the

circular economy.

in an

integrated manner

the
The HSE division manages
environmental, security, health and societal challenges associated
with the Group’s operations. It coordinates the implementation of the
Group’s Health, Safety, Environment and Quality charter, which
incorporates these challenges, by defining and monitoring the
implementation of the One MAESTRO reference framework. This
reference framework is described in detail in point 5.4 of this chapter.

Environmental indicators have been monitored for many years in
order to constantly adapt the Group’s environmental protection
measures, which are presented in this section.

5.5.1 General policy and environmental targets

TOTAL considers respect for the environment to be a priority.
All employees, at every level, must do their utmost to protect the
environment as they go about their work. TOTAL strives to control its
energy consumption, its emissions in natural environments (water, air,
soil), its residual waste production, its use of natural resources and
its impact on biodiversity. With regards to the environment, TOTAL
takes a constructive approach that is based on transparency and
dialogue when communicating with its stakeholders and third parties.

Quality Charter and the Group’s additional commitments are respected.
Group steering bodies, led by the HSE division, are tasked with:

— monitoring TOTAL’s environmental performance, which is
reviewed annually by the Executive Committee, for which
multi- annual improvement targets are set;

— handling, in conjunction with the business segments, the various
environment- related subjects of which they are in charge; and

— promoting the internal standards to be applied by the Group’s

operational entities.

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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

— maintain hydrocarbon content of water discharges below
30 mg/l for offshore sites and below 15 mg/l for onshore and
coastal sites;

— valorize more than 50% of the waste produced by the sites

operated by the Group.

Moreover, the Group is committed to:

— systematically develop biodiversity action plans for production

sites located in protected areas (1);

— not conducting oil and gas exploration or production operations
in the area of natural sites listed on the UNESCO World
Heritage List (2);

— 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.

since 2017;

— more than 50% of the waste produced by the sites operated

by the Group was valorized in 2018;

— 5 biodiversity action plans deployed or in preparation in 2018;

— no oil and gas exploration or production activity 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.

5.5.2 Preventing incident risks

To prevent incident risks and, in particular, major industrial events,
TOTAL carries out periodic risk assessments and implements
adapted risk- management policies and measures.

This structured approach applies to all of the Group’s operated
businesses exposed to these risks. In addition to its drilling and
pipeline transport operations, the Group has at the end of 2018
195 sites and operating zones exposed to major technological risks,
which could cause harm or damage to people, property and the
environment, corresponding to:

— all the offshore and onshore operating activities in Exploration &

Production; and

— the Seveso classified industrial sites (upper and lower threshold)
and their equivalents outside the EU (excluding Exploration &
Production).

The management of major technological risks also hinges on:

— staff training and raising awareness;

— a coherent event reporting and indicators system;

— systematic, structured serious event analysis, particularly to learn

lessons in terms of design and operation;

— regularly tested contingency plans and measures.

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The target is slightly exceeded due to the inclusion of new entities in
the reporting scope. In addition to the 103 Tier 1 and Tier 2 operational
events indicated in the table below, the Group recorded four Tier
1 events and one Tier 2 event due to sabotage or theft in 2018.

Loss of primary containment (a)

2018 2017 (b) 2016 (b)

Loss of primary containment (Tier 1)

Loss of primary containment (Tier 2)

101

Loss of primary containment
(Tier 1 and Tier 2)

103

139

(b) Excluding TEP Barnett in 2016 and 2017.

Accidental hydrocarbon spills (a)

2018 2017 (b) 2016

Number of hydrocarbon spills

Total volume of hydrocarbon spills
(thousands of m³)

0.3

0.5

0.9

(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

third party.

Oil spill preparedness

2018 2017 2016

Number of sites whose risk analysis
identified at least one risk of major
accidental pollution to surface water (a)

Proportion of those sites with an
operational oil spill contingency plan

Proportion of those sites that have
performed at least one oil spill
response exercise during the year

126

143

99%

91%

99%

86% (b)

95%

89%

(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

equipment was being refurbished in 2018.

In the event of accidental pollution, the Group companies can call on
in- house human and material resources (Fast Oil Spill Team, FOST)
and benefit from assistance agreements with the main third-party
organizations specialized in the management of hydrocarbon spills.

With regard to operated marine terminals, the Group got involved in
an initiative that seeks to systematically record their physical
characteristics and store this data in a global database that forms
part of the Marine Terminal Information System (MTIS) of the OCIMF.
At the end of 2018, 95% of coastal marine terminals and 50% of
offshore terminals had submitted their characteristics, thereby making
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

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Water, air

For new facilities developed by the Group, impact assessments are
systematically carried out on these emissions and, if necessary,
actions are taken to limit their impact.

In 2018, the percentage of sites conforming to the targets for quality
of offshore discharges decreased due to a site, aquired as part of the
Mærsk Oil acquisition that exceed the target of the Group. The water
discharge from this site is minor in terms of volume and represents
less than 3% of the Group’s global offshore discharge.

Soil

The risks of soil pollution related to TOTAL’s operations come mainly
from accidental spills (refer to point 5.5.2 of this chapter) and waste
storage (refer to point 5.5.5 of this chapter).

The Group’s approach to preventing and managing these types of
pollution is based on four key principles:

— preventing leaks, by implementing, as far as possible, industry

best practices in engineering, operations and transport;

— carrying out maintenance at appropriate frequency to minimize

the risk of leaks;

— overall monitoring of the environment to identify any soil and

groundwater pollution; and

In 2010, SO2 emissions were 99 kt. The Group set itself the target of
not exceeding 49.5 kt by 2020; it has met this target since 2017.

— managing any pollution from previous activities by means of

containment and reduction or elimination operations.

Chronic emissions
into the atmosphere (a)

SO2 emissi

ons (kt)

NOX emi

ssions (kt)

2018

2017

2016

(a) Refer to point 5.1 of this chapter for the scope of reporting.

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

Discharged water quality

In 2018, with regards to discharges to aquatic environments, all of
the operated sites met the onshore discharge quality target set to
restrict the impact on receiving environments.

2018 2017 2016

Hydrocarbon content of offshore
water discharges (in mg/l) 14.1 17.7 17.2

% of sites that meet the target for
the quality of offshore discharges
(30 mg/l) 96% (a) 100% (a) 100% (a)

Hydrocarbon content of onshore
water discharges (in mg/l) 1.8 2.4 3.1

In addition, a Group directive defines the following minimum
requirements:

— systematic identification of each site’s environmental and health
impacts related to possible soil and groundwater contamination;

— management of health or environmental impacts identified based
on the use of the site (current or future, if any) and the risk
acceptability criteria recommended by the World Health
Organization (WHO) and the Group.

% of sites that meet the target for
the quality of onshore discharges
(15 mg/l) 100% 100% 100%

The Group’s provisions for the protection of the environment and site
remediation are detailed in Note 12 to the Consolidated Financial
Statements (point 8.7 of chapter 8).

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Sustainable use of resources

Fresh water

Fully aware of these challenges, TOTAL implements the following
water risk management actions:

1. monitor water withdrawals to identify priority sensitive sites and

then carry out a risk assessment;

improve the water resources management depending on
identified needs, by adapting the priority sites’ environmental
management system.

Renewables & Power). Following this assessment, two sites were
identified as being at risk and were reported to the CDP. This analysis
process is expected to be extended to other current priority sites,
including eight additional sites that have been identified.

In 2018, the Group answered the CDP Water survey for the 2017
period and was graded A-. The main indicator used in this reporting
is aggregated withdrawal.

Water- related indicator (a)

2018 2017

2016

Fresh water withdrawals excluding
cooling water (million m³)

116

123

(a) Refer to point 5.1 of this chapter for the scope of reporting.

Soil

In 2018, the Group introduced a specific selection process
concerning palm oil suppliers to ensure all palm oil purchases for the
La Mède facility will be certified sustainable in accordance with
European Union criteria (ISCC EU certification) and are conducted
with a limited number of suppliers. This certification imposes criteria
of sustainability and traceability of the oils (carbon footprint,
non-deforestation, proper soil use, respect for Human Rights) used
specifically for sustainable biofuels. Those criteria apply to the entire
production and distribution chain of the sustainable biofuels and are
regularly updated. To be certified, sustainable biofuels must lead to a
GHG emissions reduction from well to wheel of minimum 50%
compared to fossil fuels. As at December 31, 2018, supplies of palm
oil to La Mède had not yet begun.

5.5.4 Not to harm biodiversity and ecosystems during projects and operations

TOTAL’s activities may potentially be located in sensitive natural
environments.

brochure available on the website sustainable- performance.total.com.
There are 10 general commitments common to all of the signatory
companies and an additional 6 commitments specific to TOTAL,
some of which existed before the initiative. These differentiate the
Group from its competitors.

The commitments are currently being implemented. A review of the
actions that have already been performed is provided below.

TOTAL commitments

Commitment No. 1

Achievements

The Group extended its commitment not to engage in oil and gas
exploration or extraction operations at natural sites included on the
UNESCO World Heritage List of December 31, 2017.

This commitment is respected. In the Democratic Republic of the
Congo, where TOTAL made the commitment not to carry out any
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
under sea ice in the Arctic.

The Group publishes on its website sustainable- performance.total.com,
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
sites located in the most sensitive protected areas.

Commitment No. 4

TOTAL commits to implement, as part of Total Foundation, a global
program for the preservation of forests, mangroves and wetlands.

Commitment No. 5

TOTAL develops innovative tools and methods for the analysis and
modeling of biodiversity data collected as part of its baseline studies
and promotes their sharing with the scientific community.

Commitment No. 6

TOTAL promotes employee awareness of biodiversity issues through
actions that promote biodiversity at its office buildings.

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A biodiversity action plan has been developed for operated production
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).

For more information on the preservation and restoration of forests,
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.

In order to share the data collected by the Group during its baseline
studies, a cooperation program with Oxford University (Long Term
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.

In order to raise awareness of biodiversity among employees, the
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
intranet.

5.5.5 Promoting a better use of natural resources
by supporting the circular economy

Between 2017 and 2020, TOTAL is rolling out a range of
actions that form part of the circular economy and are based
on five commitments to different areas of the circular economy:

With regards to food waste and food poverty, the Group’s activities
pertaining to food distribution are minor and are therefore not directly
affected by these issues.

— limit the production of waste and favor its valorization,

Waste prevention and management

— develop polymers that contain up to 50% recycled plastic,

— install solar panels on 5,000 service stations,

— improve by an average of 1% per year the energy efficiency

of the Group’s operated industrial facilities,

— incorporate a criterion dedicated to the circular economy

into the Company’s purchases.

What has been accomplished:

— with regards to the valorization of waste, the target has

been met,

— conclusive industrial tests have been carried out on the
three main types of polymer (polyethylene, polypropylene
and polystyrene),

— by the end of 2018, solar panels had been installed on

880 service stations,

— for information on energy efficiency, refer to points 5.6.2

and 5.6.4 of this chapter.

Regarding waste in particular, a Group directive lays down a number
of minimum waste- management requirements, which limit the
potential risks associated with the improper management of waste.
Waste management is carried out in four basic stages: waste
identification (technical and regulatory); waste storage (soil protection
and discharge management); waste traceability, from production
through to disposal (e.g., notes, logs, statements); and waste
treatment, with technical and regulatory knowledge of the relevant
processes, under the site’s responsibility.

The Group’s companies are also focused on controlling the waste
produced on all of the operated sites, at every stage in their
operations. This approach is based on the following four principles,
listed in decreasing order of priority:

— reducing waste at source by designing products and processes
that generate as little waste as possible, as well as minimizing
the quantity of waste produced by the Group’s operations;

— reusing products for a similar purpose in order to prevent them

from becoming waste;

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— recycling residual waste; and

— recovering energy, wherever possible, from non- recycled products.

TOTAL deploys programs on its operated sites to valorize (sorting
and energy valorization) the majority of the Group’s waste. In 2018,
the Group processed 573 kt of waste (all modes of management
combined). In the end, the Group’s target of recovering more than
50% of its waste is achieved:

Waste treatment processes

2018 2017 2016

Since 2017, all the Refining & Chemicals segment’s plastic production
sites worldwide are participating in the CleanSweep® program, which
aims to achieve zero loss of plastic pellets in handling operations.
CleanSweep® is an international program that aims to avoid losses
of plastic pellets during handling operations by the players in the
plastics industry, so that they are not disseminated into the aquatic
environment.

At end of 2018, the program has been deployed at all polymer sites
in the Refining & Chemicals segment.

Recycling and/or valorization (a)

Landfill

57%

18%

59%

13%

58%

18%

The Group is also committed to develop solutions to help end plastic
waste in the environment, especially in oceans, within the Alliance to
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

The Group has therefore identified its main climate change
challenges:

— reduce the greenhouse gas emissions of its operated oil &

gas activities including methane emissions;

— 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

Oversight by the Board of Directors

TOTAL’s Board of Directors ensures that climate-related issues are
incorporated into the Group’s strategy and examines climate change
risks and opportunities during the annual strategic outlook review of
the Group’s business segments.

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He relies on the President, Group Strategy- Innovation, who is a
member of the Executive Committee, to whom the Senior Vice
President Strategy & Climate, and the Senior Vice President Climate
report (refer to the Group organization chart in chapter 1). The Senior
Vice President Climate chairs the Climate- Energy steering Committee,
which mainly includes representatives of Strategy and HSE
management from the various business segments. The mission of
this Committee consists of structuring the Group’s approach to the
climate, and in particular to:

— propose GHG emission reduction targets for the Group’s

operated oil & gas facilities;

— propose a strategy to reduce the carbon intensity of the energy

products used by the Group’s customers;

— monitor the existing or emerging CO2 markets; and

— drive new-technology initiatives and projects that can reduce CO2
emissions (energy efficiency, CO2 capture and storage, for
example).

Aware of the importance of climate change challenges faced by the
Group, the Board of Directors decided, in 2016, to introduce changes
to the variable compensation of the Chairman and Chief Executive
Officer to take better account of the achievements of Corporate
Social Responsibility (CSR) and the Group’s HSE targets. For fiscal
year 2018, the importance given to these criteria rose further: CSR
performance is assessed by considering the extent to which climate
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.

Role of management

5.6.2 Strategy

Identification of climate- related risks and opportunities

Impact of climate- related risks and opportunities

The risks and opportunities related to climate change are analyzed
according to different timescales: short term (until 2020), medium
term (until 2030) and long term (beyond 2030).

The identification of climate- related risks forms an integral part of the
analysis of investment projects. The impact of these risks is also
examined for the Group asset portfolio as a whole. These risks are
presented in detail in point 3.1.2 of chapter 3.

Climate change also provides TOTAL with opportunities. In the
coming decades, demand for electricity will grow faster than the
global demand for energy, and the contribution of renewables and
gas to the production of electricity shall therefore play an essential
role in the fight against climate change. Electricity alone will not be
sufficient to meet all needs, particularly those connected to transport.
Gas and sustainable biofuels will be attractive and credible
alternatives to conventional fuels and the Group intends to develop
them.

Climate change is at the heart of the Company’s strategic vision.
TOTAL positions itself on high-growth low- carbon markets and
intends to offer customers an energy mix with a carbon intensity that
shall gradually decrease. To accompany these changes, TOTAL has
introduced a carbon intensity indicator for the energy products used
by its customers. This indicator is described in point 5.6.4 of this
chapter.

TOTAL has five major levers to structure its approach.

1) Improving energy efficiency

Certain sectors, particularly the cement industry and the steel sector,
could struggle to reduce their GHG emissions. They will therefore
require CO2 capture, use and storage technology
(CCUS).
Consequently, the Group intends to step up the development of
CCUS to respond to these new needs.

Helping customers to reduce their energy consumption and
environmental impact also offers opportunities and forms part of a
trend that will be accelerated by digital technology. TOTAL intends to
innovate in order to provide them with new product and service offers
that will support their energy options and their usages. The promotion
of hybrid solutions combining hydrocarbons and renewables is part
of this approach. Similarly, services can be offered to optimize energy
for industrial sites. The Group aims to develop this approach for
industrial and mobility applications.

TOTAL also offers customers an energy efficiency consultancy service
so that they can optimize their own energy consumption and reduce
their GHG emissions. The recent acquisition of GreenFlex forms part
of this initiative. By providing consultancy (strategic and operational),
data intelligence (digital platforms) and financing services, GreenFlex
helps companies and regions improve their energy and environmental
performance. The Company’s areas of expertise are varied and
include, for example, the improvement and management of the
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
GoodPlanet, chaired by Yann Arthus- Bertrand, for the implementation
of a program to neutralize the carbon emissions from air travel by
Group employees over a 10- year period. This project is expected to
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.

2) Growing in natural gas

To respond responsibly to the strong rise in demand for electricity,
TOTAL remains committed to gas, whose CO2 emissions are half
those of coal when used to generate electricity (1).

Strengthening the position of gas in the energy mix must however be
accompanied by a greater focus on control of methane emissions.
To preserve the advantage that gas offers in terms of GHG emissions
compared to coal for electricity generation, it is necessary to strictly
reduce the methane emissions associated with the production and
transportation of gas. In 2018, TOTAL’s methane emissions are kept
below 0.25% of the commercial gas produced (2). TOTAL’s target is
to sustainably reduce the intensity of its methane emissions of its
operated facilities in the Exploration & Production segment to less
than 0.20% of commercial gas produced by 2025.

3) Developing a profitable low- carbon electricity

business

TOTAL is developing along the whole of the low- carbon electricity
value chain, from electricity generation, storage and sale to the end
customer. As demand for electricity is expected to grow strongly in
the coming decades, TOTAL intends to become a major player in
this segment. To meet this target, TOTAL plans to invest $1.5 to
$2 billion per year. In 2018, the Group completed the acquisition of
Direct Énergie, a French electricity supplier, for nearly €2 billion. With
regards to the generation of electricity, TOTAL aims at holding a
production capacity of 10 GW of low- carbon electricity by 2023. In
2018, TOTAL acquired four combined- cycle natural gas power plants
in France with a global capacity of 1.6 GW. Refer to chapter 2 for
further information on recent acquisitions.

4) Developing sustainable biofuels

A pioneer in biofuels for more than 20 years, TOTAL is now one of
Europe’s major actors with 2.4 Mt blended sustainable biofuels (4) in
2018 for a worldwide distribution of 3.2 Mt.

Furthermore, TOTAL produced 0.1 Mt of sustainable biofuels in its
refineries in 2018. Production at La Mède factory, scheduled to start
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 reach a market share of over 10% in Europe in HVO production.
Biofuels that are currently available are mainly made with vegetable
oil and sugar.

For more than 10 years, TOTAL’s R&D teams have developed
technologies that have broadened the range of usable resources, while
also meeting the need for sustainability. The consortium BioTFuel is
working on, for example, the development of lignocellulose (plant
waste).

5) Investing in carbon sink businesses

TOTAL announced in February 2019 the creation of an entity
dedicated to investments in natural carbon sinks, composed of
experts in environment and agronomy, with an investment budget
$100 million per year from 2020 onwards. Furthermore, actions of
preservation and restoration of the forest are currently conducted
(refer to point 5.9 of this chapter which presents the Total Foundation
program carried mainly by the Fondation d’entreprise Total).

Sector initiatives and international framework

TOTAL is also committed to various sector initiatives on the main
challenges raised by climate change. Indeed, tackling climate change
requires cooperation between all actors, from both public and private
sectors.

Thus, TOTAL joined, in 2014, the call of the UN Global Compact,
which encourages companies to consider a CO2 price internally and
publicly support the importance of such a price via regulation
mechanisms suited to the local context. In particular, TOTAL
advocates the emergence of a balanced, progressive international
agreement that prevents the distortion of competition between
industries or regions of the world. Drawing attention to future
constraints on GHG emissions is crucial to changing the energy mix.
TOTAL therefore encourages the setting of a worldwide price for
each ton of carbon emitted, while ensuring fair treatment of “sectors
exposed to carbon leakage” (as defined by the EU). In addition,
TOTAL is working with the World Bank as part of the Carbon Pricing
Leadership Coalition (CPLC). In June 2017, TOTAL became a
founding member of the Climate Leadership Council, an initiative that
calls for the introduction of a “carbon dividend”, namely a
redistribution mechanism that would tax the biggest fossil fuel
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
the Oil & Gas Climate Initiative (OGCI), a global industry partnership.
At year- end 2018, this initiative involved 13 major international energy
players. Its purpose is to develop solutions for a sustainable low
emissions future. Launched in 2017, the OGCI Climate Investments
fund, which has access to over $1 billion over 10 years, invests in
technology that significantly cuts emissions. The fund’s initial
investments notably are: a large- scale industrial CO2 capture 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).

The Group also plays a role in various international initiatives that
involve the private and the public sectors to bring about
(non- exhaustive list):

— carbon pricing within Caring for Climate – United Nations Global

Compact, and the Paying for Carbon call;

— the end of routine flaring of gas associated to oil production
within the World Bank’s Zero Routine Flaring by 2030 initiative;

— greater

transparency, while

the
recommendations of the G20 Financial Stability Board on climate,
and of the Task Force on Climate- related Financial Disclosures
(TCFD); and

into account

taking

5.6.3 Risk management

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Climate change-related challenges 5

TOTAL also actively participates in the debate on climate issues,
thanks especially to its long- term partnerships with university chairs,
such as the Climate Economics Chair at Paris- Dauphine University,
the climate change research program of Massachusetts Institute of
Technology (MIT) (1), and Toulouse School of Economics. Lastly,
TOTAL offers training and makes presentations at several universities,
thereby taking part in the debate.

Resilience of the organization’s strategy

In order to ensure the viability of its projects and long-term strategy
in light of the challenges raised by climate change, the Group
integrates, into the financial evaluation of investments presented to
the Executive Committee, either a long- term CO2 price of $30 to
$40 per ton (depending on the price of crude), or the actual price
of CO2 in a given country if higher.

Regulations designed to gradually limit fossil fuel use may, depending
on the GHG emission limits and time horizons set, negatively and
significantly affect the development of projects, as well as the
economic value of certain of the Group’s assets.

The Group performs sensitivity tests to assess the ability of its asset
portfolio to withstand an increase in the price per ton of CO2. These
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
present value of the Group’s assets (upstream and downstream). In
addition, the average reserve life of the Group’s proved and probable
reserves is approximately 20 years and the discounted value of
proved and probable reserves beyond these 20 years is less than
10% of the discounted value of the Group’s upstream assets.

As part of the annual preparation of its long- term plan, TOTAL makes
long- term energy demand forecasts (oil, gas and electricity). The
Group presented in February 2019 these forecasts (Total Energy
Outlook), available on total.com.

Processes to identify and assess risks related to climate change

Climate- related risks form part of the major risks that are identified
and analyzed by the Group Risk Management Committee. The latter
therefore has a map of the climate- related risks to which the Group
is exposed.

In addition, the Risk Committee (CORISK) assesses investment
projects, risks and corresponding climate- related issues (flaring, GHG
emissions, sensitivity to CO2 prices) before they are presented to the
Executive Committee.

Processes to manage risks related to climate change

In its decision- making process, the risks and associated climate
issues are assessed prior to the presentation of the projects to the
Executive Committee. if the level of risk requires it, they are subject
to mitigation measures.

With regard to risks related to climate issues, TOTAL, in accordance
with its Safety Health Environment Quality Charter, is committed to
managing its energy consumption and develops processes to
improve its energy performance and that of its customers.

The Group also ensures that it assesses the vulnerability of its facilities
to climate hazards so that the consequences do not affect the
integrity of the facilities, or the safety of people. More generally, natural
hazards (climate- related risks as well as seismic, tsunami, soil strength
and other risks) are taken into account in the construction of industrial
facilities, which are designed to withstand both normal and extreme
conditions. The Group carries out a systematic assessment of the
possible repercussions of climate change on its future projects. These
analyses include a review by type of risk (e.g., sea level, storms,
temperature, permafrost) and take into account the lifespan of the
projects and their capacity to gradually adapt. These internal studies
have not identified any facilities that cannot withstand the
consequences of climate change known today.

Integration of climate- related risks into global risk management

The risks related to climate issues are fully integrated in TOTAL’s
global risk management processes.

The Audit Committee takes part in the annual review of the results of
the climatic and environmental reporting process. In addition, these
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
between 2010 and 2020 in order to eliminate it by 2030,

— more than 80% reduction in routine flaring between 2010

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
emissions of the Exploration & Production segment’s operated
facilities to less than 0.20% of the commercial gas produced,
by 2025.

— a GHG emission reduction (Scopes 1 & 2) on operated oil &
gas facilities of 46 Mt CO2e in 2015 to less than 40 Mt CO2e
in 2025.

— an intensity of the methane emissions below 0.25% of the

commercial gas produced in 2018;

— a GHG emission reduction (Scopes 1 & 2) on operated oil &
gas facilities from 46 Mt CO2e to 42 Mt CO2e between 2015
and 2018.

The Group also intends to reduce the carbon intensity of energy
products used by its customers by 15% between 2015, the date of
the Paris Agreement, and 2030. This carbon intensity was reduced

from 75 g CO2/kBtu in 2015 to 71 g CO2/kBtu in 2018, a reduction of
more than 5%.

Indicators related to climate change (a)

SCOPE 1 Direct greenhouse- gas emissions (operated scope)

Mt CO 2e

2018

2017 2016 2015

Breakdown by segment

Exploration & Production

Gas, Renewables & Power

Refining & Chemicals

Marketing & Services

SCOPE 1 Direct greenhouse- gas emissions based on the Group’s equity interest

SCOPE 2

Indirect emissions attributable to energy consumption by sites

GHG emissions (Scopes 1 & 2) on operated oil & gas facilities

SCOPE 3 (b) Other indirect emissions – Use by

customers of products sold for end use

Net primary energy consumption (operated scope)

Group energy efficiency indicator

Daily volume of all flared gas (Exploration & Production operated scope)
(including safety flaring, routine flaring and non- routine flaring)

Of which routine flaring

Mt CO2 e
Mt CO 2e

Mt CO2 e

Mt CO2e

Mt CO 2e

Mt CO2e

< 1

Mt CO 2e

400

TWh

143 (c)

400

142

420

150

410

153

Base 100
in 2010

Mm 3/d

Mm3/d

88.4

85.7

91.0

90.8

6.5

1.1

5.4

1.0

7.1

7.2

1.7 (d)

2.3 (e)

75 (f)

Carbon intensity of energy products used by customers of the Group

g CO2e /kBtu

(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
the CDP once a year, and TOTAL’s response to the CDP
Climate Change questionnaire is posted on the Group’s website
(sustainable- performance.total.com). For its 2018 reporting regarding
2017 activities, the Group received an A-.

avoided throughout the life cycle by the use of “Total Ecosolutions”
products and services, compared to the use of benchmark products
on the market and for an equivalent level of service, are measured
annually based on sales volumes. This represented 1,75 Mt CO2e
in 2018.

Flaring

GHG emissions

Reducing routine flaring has been a long- standing target of the Group,
which designs its new projects without resorting to it. In addition,
TOTAL is committed to putting an end to routine flaring of its operated
facilities by 2030. An 80% reduction target was set for 2020
compared to 2010, in other words, an average of 1.5 Mm3/d. This
target has been met since 2017.

The increase in flaring linked to oil production in 2018 is due to
acquisition and startup of new sites.

Energy efficiency

One of the Group’s performance targets is to better control energy
consumption. Since the beginning of 2013, a Group directive has
defined the requirements to be met at operated sites using more
than 50,000 tons of oil equivalent per year of primary energy
(approximately 40 sites). At end 2018, all the concerned sites reported
compliance or had taken steps to comply with this directive. The aim
is to ensure that 100% sites using more than 50,000 tons of oil
equivalent per year by the end of 2020 have an auditable energy
management system, such as
ISO 50001 on energy
management(1). A certain number of sites that use less than 50,000
tons of oil equivalent per year have, voluntarily, taken measures to
become ISO 50001 certified.

the

The Group has reduced by 25% the GHG emissions produced by its
operated activities since 2010. This reduction was reached thanks to
notably reducing flaring and improving energy efficiency.

In February 2019, TOTAL announced a target to reduce GHG
emissions (Scopes 1 & 2) on its operated oil & gas facilities from
46 Mt CO2e to less than 40 Mt CO2e in 2025.

Carbon intensity indicator of the products
used by its customers

TOTAL wishes to fully address the issue regarding the emissions of
energy products used by its customers and therefore decided to
report all of the emissions associated with these products in the form
of a carbon intensity indicator.

This indicator measures the average GHG emissions of these
products, from production in TOTAL facilities to end use by
customers. This indicator takes into account:

— for the numerator:

– the emissions connected to the production and conversion of
energy products used by its customers on the basis of the
Group’s average emission rates,

– the emissions connected to the use of energy products used
by the customers. For each product, stoichiometric emission
factors (2) are applied to these sales to obtain an emission
volume. Non- fuel use products (bitumen, lubricants, plastics,
etc.) are not taken into account,

– negative emissions stored thanks to CCUS and natural carbon

sinks;

— for the denominator: the quantity of energy sold, knowing that
electricity is placed on an equal footing with fossil fuels by taking
into account the average capacity factor and average efficiency
ratio.

The Group intends to reduce its carbon intensity by 15% between
2015, the date of the Paris agreement, and 2030. This undertaking
represents a responsible contribution by TOTAL to the Paris
agreement targets and it also enables the Group to fulfill its mission
to supply to as many people as possible a more affordable, more
available and cleaner energy.

Additional work on this method, whose main principles have already
been established, is currently taking place. This work will improve the
accuracy of the method used to calculate the method’s various
components.

5.6.5 TCFD correspondence table

In June 2017, the TCFD (3) of the G20’s Financial Stability Board
published its final recommendations on information pertaining to
climate to be released by companies. These recommendations
include additional details for certain sectors, such as energy.

TOTAL publicly announced its support for the TCFD and its
recommendations during the summer of 2017, while noting that it is
up to companies to define the information about climate- related risks
and opportunities that are significant, which, consequently, are

expected to be disclosed in financial filings, and the additional
information that they choose to report on a voluntary basis. TOTAL
also believes that the quantification of impacts of different scenarios
may not be relevant to investors as assumptions made by different
companies may strongly diverge. The Group considers that
companies have a major role to play in shaping how these issues
evolve and that the modalities of the application of scenarios and the
use of metrics should be further studied.

(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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Climate change-related challenges

TOTAL continued discussions by taking part in the Oil & Gas Preparer
Forum set up by the TCFD in the autumn of 2017; this work resulted
in the publication, in July 2018, of best practices on the disclosure of

climate- related information and on the implementation of TCFD
recommendations by the four companies that are members of the
Forum (1).

Thematic area

Governance

Recommended TCFD disclosures

Source of information in
TOTAL’s reporting

Disclose the organization’s governance around
climate- related risks and opportunities.

a) Describe the board’s oversight of climate- related

risks and opportunities.

b) Describe management’s role in assessing and
managing climate- related risks and opportunities.

RD 2018 – 5.6.1
CR p. 10
CDP C1.1

RD 2018 – 5.6.1
CR p. 5- 9
CDP C1.2

Strategy

Disclose the actual and potential impacts of
climate- related risks and opportunities on the
organization’s businesses, strategy, and financial
planning where such information is material.

a) Describe the climate- related risks and opportunities
the organization has identified over the short,
medium, and long term.

RD 2018 – 5.6.2
CDP C2

b) Describe the impact of climate- related risks and
opportunities on the organization’s businesses,
strategy, and financial planning.

RD 2018 – 5.6.2
CDP C2.5, C2.6

c) Describe the resilience of the organization’s strategy,
taking into consideration different climate- related
scenarios, including a 2°C or lower scenario.

RD 2018 – 5.6.2
CR p. 30

Risk Management

Disclose how the organization identifies, assesses,
and manages climate- related risks.

a) Describe the organization’s processes for identifying

and assessing climate- related risks.

b) Describe the organization’s processes for managing

climate- related risks.

c) Describe how processes for identifying, assessing,
and managing climate- related risks are integrated
into the organization’s overall risk management.

RD 2018 – 5.6.3
CDP CC2.2

RD 2018 – 5.6.3
CDP C2.2d

RD 2018 – 5.6.3
CDP C3.1

Metrics & targets

Disclose the metrics and targets used to assess
and manage relevant climate- related risks and
opportunities where such information is material.

a) Disclose the metrics used by the organization to
assess climate- related risks and opportunities in line
with its strategy and risk management process.

RD 2018 – 5.6.4
CR p. 52
CDP C6.5, C10

b) Disclose Scope 1, Scope 2, and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions, and the
related risks.

RD 2018 – 5.6.4
CR p. 52
CDP C6.5, C10

c) Describe the targets used by the organization to
manage climate- related risks and opportunities and
performance against targets.

RD 2018 – 5.6.4
CR p. 24- 25, 42
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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Actions in support of human rights 5

The main challenges associated with the Group activities and respect
for human rights are identified using the methodology set out in the
United Nations Guiding Principles Reporting Framework relating
to the “salient issues” with regard to human rights, that is to say the
human rights at risk of the most severe negative impact through the
Company’s activities or business relationships.

This analysis, as well as the internal risk mapping activities,
have led the Group to identify six risks subdivided across three
key areas:

— “Human rights in the workplace” of TOTAL’s employees as
well as of the employees of its suppliers and other business
partners:
– forced labor and child labor,
– discrimination,
– just and favorable conditions of work and safety;

— “human rights and local communities”:

– access to land,
– the right to health and an adequate standard of living;

— “respect for human rights in security-related activities”:

– the risk of misuse of force.

In 2016, TOTAL published an initial Human Rights Briefing Paper, in
line with the UN Guiding Principles Reporting Framework, making it
the first company in the oil and gas industry to do so. An updated
version of this document was published in 2018 (available at
sustainable-performance.total.com).

The Forum of the United Nations on Business and Human Rights
2018 invited the Chairman and CEO to attend a panel of senior
business leaders at the opening plenary session on November 26,
2018. This opportunity has allowed TOTAL to explain how the Group
integrates respect for human rights into its operations and value
chain and how it puts into practice reasonable diligence concerning
human rights, as well as to remind the challenges that needs to be
tackled.

TOTAL’s human rights approach is based on written commitments.
It is supported by a dedicated organization, and embedded through
an awareness- raising and training program, as well as evaluation
and follow- up mechanisms aiming at measuring the effectiveness of
the Group’s actions.

Written commitments

TOTAL is committed to respecting internationally recognized human
rights wherever the Group operates, in particular the Universal
Declaration of Human Rights, the Fundamental Conventions of the
International Labor Organization, the UN Guiding Principles on
Business and Human Rights and the Voluntary Principles on Security
and Human Rights (VPSHR).

A dedicated organization

The Group’s Human Rights Department provides advice and support
to employees and operational divisions and supervises efforts made
to promote respect for human rights in close collaboration with the
Ethics Committee. In particular, it runs a Human Rights Committee
which coordinates the actions taken internally and externally by the
various Group entities.

The Ethics Committee is a central and independent structure where
sit representatives of all TOTAL’s business segments. Its key role is
one of listener and support. Both employees and external
stakeholders can refer matters to the Ethics Committee by email
at ethics@total.com. The Committee ensures the confidentiality of
the complaints, which can only be lifted with the agreement of the
complainant.

The Human Rights Department and the Ethics Committee rely on a
network of “ethics officers” in charge of promoting the values set out
in the Code of Conduct among employees working in the Group’s
subsidiaries and ensuring that the Group’s commitments are correctly
implemented at the local level.

Awareness- raising and training

To ensure that employees understand the Group’s commitments,
TOTAL raises their awareness via internal communication channels,
such as its Ethics and Human Rights intranet websites or by means
of events such as the annual Business Ethics Day. In 2018, the
Business Ethics Day was held in December on the day of the
70th anniversary of the Universal Declaration of Human Rights.

Since 2011, the Group has issued and made available to its
employees and other stakeholders a Human Rights Guide which
comes as complement to the Group’s Code of Conduct. It aims to
raise the Group’s employee’s awareness on issues relating to human
rights in their industry and provides guidance as to the appropriate
behavior to adopt
in their activities and relationships with
stakeholders.

TOTAL also organizes special trainings tailored to the challenges
faced on the field by employees who are particularly exposed to
such issues such as human rights training sessions for HSE experts
and Community Liaison Officers (CLO) organized with the Danish
Institute for Human Rights (DIHR) or sessions designed to raise
awareness of the Group’s Ethics Officers. Actions intended to raise
awareness of the Group’s external stakeholders, such as specific
VPSHR trainings for the private security providers, are also organized.

Assessments

The practices of the Group’s entities and the risks to which they may
be exposed are regularly evaluated when it comes to human rights
issues. The Group works with independent third parties and qualified
experts to conduct these assessments.

Since 2002, the British company GoodCorporation has assessed
the policies and practices of more than 120 entities with regard to
the principles and values enshrined in the Group’s Code of Conduct.
During these evaluations, the working conditions in the Group’s
activities and service stations are assessed, among other things. In
2018, seven entities were assessed. These evaluations help identify
entities’ best practices, share them within the Group and highlight
areas for improvement. The Group uses these evaluations as
opportunities to encourage its employees to voice their concerns in
a confidential manner and report behaviors contrary to the Code of
Conduct. These evaluations confirm that the Code of Conduct is
well known by the Group’s employees. TOTAL must nevertheless
continue to raise awareness among its commercial and industrial
partners, in particular with regard to respect for human rights at
work. The supplier’s qualification and evaluation procedure which is
being progressively deployed by Total Global Procurement, described
in point 5.10 of this chapter, contributes to raise these partners’
awareness.

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Actions in support of human rights

Stand- alone human rights impact assessments may also be
conducted in addition to the environmental and societal impact
assessments in high risk areas or conflict zones with the support of
independent experts such as the Danish Institute for Human Rights,
a Danish public non-profit organization. In 2017 and 2018, the Danish
Institute for Human Rights conducted two human rights impact
assessments of our projects in Papua New Guinea and Myanmar. In
Papua New Guinea, the assessment focused on equal treatment
between women and men, security and conflict. The
recommendations included in particular awareness- raising of the
relevant stakeholders to complaint mechanisms and the periodic
measurement of their effectiveness; the organization of trainings on
the Voluntary Principles on Security and Human Rights (VPSHR) for
government security forces and private security providers. As a result
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 Group also assesses the practices of its suppliers, including the
working conditions of their own employees (refer to point 5.10 of this
chapter).

Follow- up

The Group’s approach is integrated within a Human rights roadmap
endorsed by the Group’s Executive Committee at regular intervals.
The 2017- 2018 roadmap on human rights focuses on three main
areas for improvement: integrating human rights considerations in
business practices at local level; improving management awareness
and accountability on human rights issues at all levels; improving
evaluation processes of at risk entities, the tools available to them
and their follow- up. It includes an action plan for relevant Group’s
division and business segments.

TOTAL’s commitment to human rights in the workplace is
demonstrated, in particular, by the signature of various agreements,
such as the one concluded with IndustriALL Global Union (1) in 2015.
In particular, this agreement covers the promotion of human rights in
the workplace, diversity, the participation of employees and their
representatives in social dialogue and the recognition of health and
safety at work as absolute priorities in the Group’s activities and
global supply chain.

In its activities

TOTAL cares about the working conditions of its employees which
are governed by the Group’s Human Resources policy (refer to point
5.3 of this chapter).

In the Group’s value chain

(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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Actions in support of human rights 5

5.7.3 Respect for human rights in security- related activities

TOTAL has been a member of this initiative since 2012. Within this
framework, the Group publishes an annual report setting out the
challenges, lessons learned and good practices in relation to
security and human rights and, if applicable, reports any incidents
associated with the Group’s activities. This report is available at
sustainable-performance.total.com.

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

TOTAL is a major player in the energy sector, in which public
authorities play a significant role and in which the amounts
invested may be very high. TOTAL is present in more than
130 countries, some of which have a high perceived level of
corruption according to the index drawn up by Transparency
International.

TOTAL is aware of the risk of corruption and applies a principle
of zero tolerance.

To prevent risks of corruption, TOTAL has implemented a robust,
regularly updated anti- corruption compliance program that has been
rolled out throughout the Group. The aim of this program is to
promote a culture of compliance, transparency and dialog,
components that are key in ensuring the sustainability of the Group’s
operations and activities, as well as to meet legal requirements and,
in particular, to comply with applicable anti- corruption laws, such as
the U.S. Foreign Corrupt Practices Act, the UK Bribery Act or the
French law on transparency, the fight against corruption and the
modernization of the economy. Failure to comply with such legislation
could expose the Group to a high financial and criminal risk, a risk to
its reputation, as well as measures such as the review and
reinforcement of the compliance program under the supervision of
an independent third party.

The commitment of the entire Group and the efforts undertaken are
unrelenting in order to ensure the sustainability and continuous
improvement of the anti- corruption compliance program, which the
U.S. authorities deemed to be appropriate in 2016, thus putting an
end to the monitorship process that was introduced in 2013.

This program is drawn up by a dedicated organization acting at the
corporate and business segment levels: the Legal Risks Management
and Compliance department, headed by the Chief Compliance
Officer, and the Branch Compliance Officers. They coordinate a
network of nearly 390 Compliance Officers in charge of rolling out
and running the program at the subsidiary level. This structured
organization lies in close proximity to operational activities while having
its own dedicated reporting line.

TOTAL’s anti- corruption compliance program is based primarily on
the following seven pillars: management commitment or “tone at the
top”, risk assessment, adoption of internal standards, awareness
raising and training of the employees, feedback of information,
including the whistleblowing system, mechanisms for assessing and
monitoring the implementation of the program, and imposition of
disciplinary sanctions in the event of misconduct.

5.8.1.1 Management commitment

The constant high level of commitment by the General Management
is reflected by the principle of zero tolerance for corruption that is set
out in the Group’s Code of Conduct. Managers have a duty to lead
by example and are responsible for promoting a culture of integrity
and dialog. This commitment is expressed in regular statements
made by the Chairman and Chief Executive Officer as well as through
large- scale communications actions, such as the annual Business
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
Code of Conduct which was published on the same day and
presented by the Chairman and Chief Executive Officer in a video.

The commitment of the management bodies is also expressed
externally by TOTAL joining anti- corruption initiatives and supporting
collaborative and multipartite approaches. TOTAL joined the
Partnering Against Corruption Initiative (PACI) (1) in 2016, thereby
adhering to the PACI Principles for Countering Corruption. The
Group’s commitment has been further reinforced by TOTAL’s
Chairman and Chief Executive Officer joining the PACI Vanguard
Board.

TOTAL is also a member of other initiatives that contribute to the
global effort to fight against corruption, such as the UN Global
Compact since 2002 or the Extractive Industries Transparency
Initiative (EITI) (2) ever since it was launched in 2002. Furthermore, in
October 2018, TOTAL’s Chairman and Chief Executive Officer took
part in the International Anti-Corruption Conference, which is
organized every two years by Transparency International.

5.8.1.2 Risk assessment

To ensure that the compliance program is adequate regarding the
risks to which TOTAL is exposed, these must first be identified and
assessed. Beyond the Group risk mapping, a risk mapping dedicated
to the risks of corruption have been carried out at Group level and
every Compliance Officer is responsible for establishing a mapping
dedicated to the risks of corruption within their entities, with the aim
of drawing up a suitable action plan. Employees are provided with
tools that help them identify the risk of corruption, e.g., the Typological
guide of corruption risks.

Specific rules have been adopted and incorporated within the Group
referential in order to mitigate the identified risks.

5.8.1.3

Internal standards

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
and book- keeping, the assessment system and whistleblowing
mechanisms. This directive is complemented by rules that deal with
more specific subjects in order to prevent the various identified risks.
These rules relate, among others, to the due diligence process, i.e.,
the analysis and assessment of third parties before entering into
business relations with them. This analysis is performed according to
criteria that differ depending on the risk level associated with the
type of third party. These provisions are incorporated in the supplier
and service provider qualification process, which was harmonized in
2017- 2018 in connection with the gradual roll- out of a shared
database within the Group.

Standards have been drawn up to deal with other high-risk areas,
such as gifts and hospitalities, which have to be registered and
approved by the line manager above given thresholds; conflicts of
interest, which must be declared to the line manager; compliance
joint-ventures; and human
programs
resources- related processes such as recruitment.

implemented within

The consolidated data resulting from this reporting, which reflects
the results of the implemented policies, is presented once a year to
the Executive Committee and the Board of Directors via the
Governance and Ethics Committee. This presentation provides an
opportunity to report the results of the undertaken actions at the very
highest level and to review the roadmap aligned with the identified
areas of improvement.

In addition, TOTAL strives to develop a speak-up culture and asks its
employees to report any situations that they consider to be contrary
to the Code of Conduct. This culture is encouraged by regular
communications that inform personnel about the various speak-up
channels; employees, depending on the option they feel is most
appropriate, can contact: their line manager, their human resources
manager, their Compliance Officer or Ethics Officer, or the Group
Ethics Committee. Both employees and third parties can refer to this
Committee by writing to ethics@total.com. The Group will tolerate no
retaliation measure toward anyone who submits a report in good
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 Group’s intranet contains a section on the fight against corruption
which provides employees with various media, e.g., the internal
standards or guides such as the booklet entitled Prevention and fight
against corruption. Poster campaigns communicating the key
messages in the risk areas are organized on a regular basis; the
latest one was launched in mid- 2018. An initial anti- corruption
e- learning course was rolled out in 2011 in 12 languages, followed
by a more in- depth e- learning module in 2015. This module is
accessible to all employees and mandatory for the targeted personal
(approximately 30,000 employees). New employees are also required
to follow these e- learning courses.

More targeted training courses are also provided for the most highly
exposed functions, whether by the corporate or segments
Compliance teams or by the Compliance Officers in the subsidiaries.
In- depth training is available to the Compliance Officers and a digital
training program, intended more specifically for new Compliance
Officers, was launched in early 2019.

5.8.1.5 Feedback of information

The feedback of information is ensured primarily through an annual
reporting process. This is performed by the Compliance Officers,
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

The anti- corruption program is monitored firstly by the line managers
and the Compliance Officers who are in charge of ensuring the
day- to- day implementation of the rules. Secondly, controls are
performed by the Compliance function, in particular through
assessment missions (referred to as compliance reviews) that are
undertaken by a dedicated team within the Group’s Compliance
department. Internal Control also performs annual tests, in particular
by documentary checks, in order to verify the quality of the reporting
performed by the Compliance Officers. Thirdly, Group Audit helps
monitor the anti- corruption program through audits performed
according to a framework that includes compliance topics or via
more specific missions such as those relating to the Sarbanes- Oxley
regulations.

5.8.1.7 Sanctions

In line with the principle of zero tolerance and in application of the
Code of Conduct and the Anti-Corruption Directive, any infringement
of the anti-corruption standards must give rise to disciplinary
sanctions, up to dismissal. The Group’s resolve in this matter is
recalled in communication media intended for employees as well as
on the intranet. This resolve, which results from the management
commitment, contributes, with the other pillars described above, to
the robustness of the anti- corruption compliance program.

With a presence in more than 130 countries through
1,191 consolidated affiliates, TOTAL carries out its operations
in a constantly changing environment and is subject to an
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.

In this context, TOTAL has developed a responsible tax approach
based on clear principles of action and rigorous governance rules as
set out in its tax policy statement, which was released in 2014 and is
available to the public at sustainable- performance.total.com.

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“Tax policy:

Tax payments of TOTAL represent a substantial part of our Group’s
economic contribution to the countries in which we operate.

TOTAL is mindful of its responsibility and is committed to paying
its fair share of taxes to the host countries of its operations,
in compliance with applicable laws and conventions and in
accordance with our Code of Conduct.

Our intercompany transactions are thus based on arm’s length
terms and our tax strategy is aligned with our business strategy.
The formation of affiliates worldwide is driven by business
operations, as well as regulatory constraints and JV requirements.
It is the Group’s long term commitment not to create affiliates in
countries generally acknowledged as tax havens and to repatriate
or liquidate existing affiliates, where feasible.

Our tax policy’s prime focus is certainty and sustainability in the
long term. We believe that the expected short term tax benefit
derived from artificial or aggressive tax planning will often be
outweighed by the reputational and future tax litigation risks
inherent in such schemes.

The Group takes a responsible approach to the management and
control of taxation issues, relying on well- documented and controlled

processes to manage risk and ensure compliance with tax
disclosure and filing obligations.

The management of tax risks is fully integrated in the Group’s
global risk governance process. As part of this process, the Group
VP Tax regularly reports to the Audit Committee and the Group
Risk Committee on TOTAL’s global tax position, risk monitoring
and associated improvement actions.

We engage with a broad range of stakeholders, and especially
with tax authorities, in a timely, transparent and professional
manner which is the basis of a constructive and long term
relationship.

As a permanent member of the Extractive Industries Transparency
Initiative (EITI) since its creation in 2002, Total fully supports
initiatives for greater transparency and accountability. We encourage
governments to ensure that the tax reporting obligations they will
impose upon multinational groups are consistent, coordinated and
proportionate.

Total publishes in its Registration Document an annual report
covering the payments made by the Group’s extractive affiliates to
governments (1) and the full list of its consolidated entities, together
with their countries of incorporation and of operations.”

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
keeping with its ambition to become the major in responsible energy
and the principles formally set forth in its Code of Conduct and its
Safety Health Environment Quality Charter.

While the Group’s activities may cause nuisances and have negative
impacts on the living conditions of local communities and residents,
they are also a source of opportunities through the socio- economic
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
progress.

The Group has therefore identified its main societal challenges:

— to manage societal challenges related to operations in a

responsible manner;

— to promote the economic development in the territories

where it is present through employment;

— to engage with citizenship initiatives.

In an effort to offer practical responses to its societal challenges that
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
is present is based on a structured process that is implemented with
the support of dedicated teams:

1) Analysis of the challenges and the societal context

Before an industrial project is developed by the Group, an initial
pre- project survey is conducted to identify any potentially affected
stakeholders and to describe and assess the main socio-economic

and cultural issues in the impacted area. It is complemented by
societal impact assessments that measure and analyze the societal
impacts – actual and potential, positive and negative, direct and
indirect, in the short, medium and long term, intentional or
unintentional – of the project on the stakeholders. They cover areas
such as the socio-cultural, economic and real estate context and
ecosystem services. In 2018, Exploration & Production conducted
seven assessments.

(1) Refer to point 9.3 of chapter 9.

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The assessment of risks and issues by the risks Committee (CORISK),
before an investment project is submitted to the Executive Committee,
takes the societal aspects into consideration.

The internal standards require all the Group’s entities and subsidiaries
to conduct and update, at least every five years, an assessment
of their societal context in terms of the exposure of the entity or
subsidiary and of the impact of its activities on its stakeholders, and
in particular the sensitivity of the human, social, economic and cultural
context, as well as the societal impacts (including human rights) of
their operations and their presence.

2) Development of a societal strategy integrated

with operations

Every entity pays close attention to local issues by defining short-term
and long- term societal targets and its priority fields of action that
take account of:

— the need to remain within the regulatory and contractual
framework, as well as meeting the applicable international
standards;

— the social, economic and environmental concerns and

expectations of the stakeholders;

— the assessment of the societal context in terms of risks and

impacts;

— The Group’s ambitious commitments to civil society.

These targets are built into a structured operational action plan,
based on three pillars:

— dialogue and involvement of local stakeholders;

— avoiding and reducing the societal impacts of the Group’s

activities;

— taking initiatives in favor of the local communities and residents.

3) Implementing and monitoring societal actions

and projects

The societal approach is integrated within operations through the
internal industrial health, safety, security, societal and environmental
management system. Internal expectations regarding the management
of stakeholders and local impacts are formally expressed in an internal
Group rule that applies to all the operated entities. Guides, manuals
and a community of practices are available on the Group intranet site
to help the entities to implement their operational societal initiative.

The societal teams reporting to HSE departments and their
correspondents with the Group entities oversee the fulfillment of
these requirements. Societal aspects are included within the scope
of the HSE audits that produce recommendations to reinforce the
control of operations. In keeping with the strategic orientations
defined by General Management, each entity and subsidiary conducts
an annual self- diagnostic of the activities it operates. All the societal
actions taken are listed in an annual internal reporting.

In addition to the global training covering all the HSE topics, specific
training is delivered to managers and operational personnel in charge
of societal matters, such as The basics of societal engineering (seven
sessions in 2018, with 109 trainees, including 49 in Nigeria) or
advanced and specific training modules in the operations of
Exploration & Production (four sessions in 2018, with 32 trainees).

In an effort to structure its societal initiative, in 2006, TOTAL
introduced the internal Stakeholder Relationship Management (SRM+)
methodology that aims to facilitate the mapping out of the
stakeholders and the societal issues related to the local context, and
to commit to an action plan intended to build trusting relationships
over time. SRM+ has been deployed in almost every subsidiary. The
Group also developed MOST (Management Operational Societal Tool)
for its Exploration & Production subsidiaries. This tool, which includes
a geographical information system, can be used to manage relations
with stakeholders, complaints about sites, as well as societal projects
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
involving stakeholders in order to develop constructive and
transparent relations with them. For industrial projects developed by
the Group, this information, consultation and dialogue process starts
well before any decisions on investments.

In accordance with the Group’s framework, every Group entity and
subsidiary is expected to dialogue regularly with its stakeholders
about the assets, activities or sites that it operates, in order to better
understand their concerns and expectations, to measure their
satisfaction and to identify means of improving the entity’s societal
policy.

On the basis of the map of local stakeholders, which is drawn up
and regularly updated as part of the SRM+ methodology, the entities
concerned are required to establish a dialogue process that is structured
as follows:

— information on the entity’s activities that could have impacts and

on the planned mitigation actions;

— listening to opinions, concerns, perceptions and expectations,

public consultations;

— consideration of the concerns and expectations in the action

plans deployed;

— feedback to the stakeholders on the actions taken and

completed.

TOTAL acknowledges the specificities of indigenous and tribal
peoples (as referred to in International Labor Organization’s
Convention No. 169) and has developed a Charter of Principles and
Guidelines Regarding Indigenous and Tribal Peoples to be followed
with communities that are in contact with its subsidiaries. This charter
encourages the use of experts in order to identify and understand
these peoples’ expectations and specificities, consult with them and
contribute to their socioeconomic development.

The approach to dialogue at Exploration & Production is managed in
certain subsidiaries by mediators, called Community Liaison Officers
(CLO), who liaise between the entity and the surrounding populations.
Employed by TOTAL, they are from the local communities, speak
their language and understands their customs, and they play a
decisive role in reaching a mutual understanding. Special attention is
paid to the most vulnerable populations. By way of example, in Papua
New Guinea in 2018, the appointment of a woman from a Papua
tribe residing close to Block PRL 15 as the CLO, helped to establish
constructive dialog, with the involvement of women in this process.

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Refining & Chemicals has set up structures for dialogue and
exchanges with local stakeholders (such as the Community Advisory
Panels in the United States or the special local commissions on
some European platforms). In 2018, the Feyzin site celebrated the
tenth anniversary of its residents’ Conference, which organizes
quarterly exchanges with area residents, NGOs and the local

authorities. Open days are also organized on the occasion of the
inauguration of new facilities or of site anniversaries, for example at
the Lindsay (United Kingdom), Port Arthur (United States), Carling
(France) and Antwerp (Belgium) platforms. These events are ideal
opportunities to maintain dialogue and build trusting relations.

5.9.1.2 Managing the societal impacts of the Group’s activities

Societal impact assessments conducted upstream of industrial
projects developed by the Group help to identify the types of potential
impacts of the activities on the communities and to set up specific
and adapted local action plans to avoid, reduce or compensate for
these impacts.

Impacts on cultural and religious practices and heritage

— In Lebanon, in the preliminary study phase of the Block 4 and
Block 9 exploration project, an assessment of the underwater
archeological potential was conducted.

Avoid, reduce and compensate

The action plans usually cover the common topics presented below.
The actions taken to minimize the impacts must be adapted to the
local context, the stakeholders involved and the type of project. In
every project, special attention is paid to listening to vulnerable
populations (women, ethnic minorities, natives, etc.). The following
examples illustrate some of the actions taken in 2018:

Impacts and nuisances for local communities and residents

— In Mauritania, in order to avoid accidents in fishing zones, Fishing
Liaison Officers were assigned to the seismic line-laying boats in
order to dialogue with fishermen during the seismic campaign of
Block C7.

Impacts on access to land and water

— In Tanzania, where 4,000 hectares of land and 200 villages will
be impacted to varying degrees by the 1,143 km pipeline project,
a major program to involve the stakeholders is being deployed
by a dedicated local team in order to facilitate access to
information for the greatest number and to come up with
differentiating solutions that take the concerns and problems of
the various populations concerned into consideration (nomads,
shepherds, traditional miners).

— In Papua New Guinea, where land law is customary, i.e., based
on ancestral oral traditions, social mapping and identification of
landowners has been carried out in the LNG PRL-15 project
area in accordance with the petroleum developments law.

Impacts on socio- economic activities (economic losses)
and employment

— In France, Carling and La Mède have taken action to enhance
the attractiveness of the platforms (refer to chapter 5.9.2.2).

Handling grievances from local communities

The Group framework provides for the implementation of operational
procedures to handle grievances by providing local communities with
a preferential, rapid and simple channel to voice their problems and
grievances. The Group’s local entities handle these grievances in
order to offer an appropriate response to anyone who feels that they
have suffered damage as a result of the activity and to improve
internal processes in order to reduce nuisances or impacts that may
be caused by the activities.

At Exploration & Production, a set of tools is made available to the
subsidiaries, including, in particular, a standard procedure designed
to make it easier for local communities to access the grievances
mechanisms. This standard procedure complies with the United
Nations guiding principles on Business and Human Rights. By way
of example, a campaign was organized in Senegal to inform
fishermen in the coastal villages between Dakar and Joal about the
ROP Block offshore seismic campaign. The existence and workings
of the grievances management mechanism were explained to them.
In Tanzania, access to this mechanism and contact with the project
teams were made easier by installing visual materials, information
noticeboards, letter boxes, a free telephone number and information
offices were installed in the villages concerned.

Grievance management systems are
in place on every
ISO 14001- certified Refining & Chemicals platform. The local
communities are extensively involved in the search for solutions to
control the impacts of the Group’s activities.

At Marketing & Services, a guide intended to raise awareness of
grievance management helps the subsidiaries and the operational
sites to set up dedicated systems that are separate from the business
grievances circuit.

5.9.1.3 Taking initiatives in favor of the local communities and residents

Built on constructive dialog, the involvement of stakeholders bears
witness to the Group’s will to build trusting, long- term relations. The
long- term future of societal projects is guaranteed by partnerships
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.

First and foremost, the projects address the issues of local
development and solidarity and favor cooperation and skills
development.

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At Exploration & Production, the following initiatives are just some
examples of the approach adopted:

— In Papua New Guinea, the Societal Baseline Study and the
Human Rights Impact Assessment (HRIA) highlighted the critical
nature of health problems, especially among women for which
maternal mortality rates are very high. A partnership with the
government agency NVS (National Volunteer Service) resulted in
the hiring of two social workers to help the populations in the
villages close to Block PRL 15, who live under very precarious
sanitary conditions. Members of the local communities are being
trained to eventually replace the social workers as employees of
the Gulf Province. Care centers are being set up, and in two
years (2017 – 2018) more than 4,000 consultations have taken
place.

— In Nigeria, TOTAL supported the Agric Farm Project dedicated
to the communities neighboring OML 58 that conducts research
and introduces new varieties of plants to improve the yield of
local agricultural activities.

— Total Austral launched the first Expertos en Seguridad (safety
experts) operation in Neuquén and Tierra del Fuego provinces,
with the participation of five schools located close to the
subsidiary’s operations in Añelo and Rio Grande. The Total’s
Road Safety Cube road safety awareness- raising program for
children was attended by 756 children aged between 8 and 12
in 18 educational workshops.

— TEP Congo inaugurated a community center for the populations
living in Djeno, where the oil terminal operated by TOTAL is
located. The center features sports facilities, a conference center
and a library.

At Marketing & Services, TOTAL is pursuing its actions against
energy insecurity in France notably for support and to help
low- income households thermally renovate their homes. The Group
works alongside the French government and other energy suppliers
in the “Living Better” program, as well as the Coup de pouce
économies d’énergie (energy saving boost) initiative launched in
February 2017.

In 2018, Refining & Chemicals has concluded a number of
partnerships with educational institutions. As for example, in France,
SOBEGI (Lacq) which is involved in a partnership with La Cité scolaire
de Mourenx which is based on constructive and diversified exchanges
(e.g., on site intervention by SOBEGI employees to increase
awareness in the field of circular economy among bachelors’
students; welcoming of students during three weeks on the industrial
facilities; support for students and teachers in the Olympiades de la
Chimie; organization of a competition of noses as part of the Year of
Chemistry.

In the Gas, Renewables & Power branch, an entity is dedicated to
the development of an access- to- energy offer based on clean and
affordable solutions (refer to point 2.2.3 of chapter 2).

5.9.2 Fostering economic development through employment

The Group is building a global, integrated local development
approach (“in- country value”) that creates synergies among all the
value- creating elements for host countries (employment, subcontracting,
infrastructure, support for local industries, socioeconomic development
projects, education, access to energy, etc.) by promoting the Group’s
industrial know- how. TOTAL promotes actions that help to strengthen
the capacity of individuals and local organizations to organize their
development independently and durably, by favoring co- construction
and partnerships with local players.

5.9.2.1 Developing an approach to create

shared value

The Group is committed to creating jobs and using resources for its
projects and operations (local citizens and local subcontractors), if
it’s operational imperatives so permit. Human skills- building and local
SME support programs complete this commitment, resulting not only
in the development of local capacity, but also in the economic
diversification of the territories where TOTAL operates.

To guarantee the coherence over time of each project’s action plans,
their durability in the production phase and the optimization of the
allocated resources, this long- term initiative forms part of a local
industrial strategy that aims to maximize the impact on the host
country measured in terms of new jobs. This strategy is applied to
each of the Group’s major industrial projects with high local- content
impacts, after first analyzing all the industrial and human capacities
and the associated risks, resulting in a plan of specific actions. For
example, an analysis of this kind was made in 2018 in Tanzania as
part of the EACOP project.

These action plans help to structure technical resources, in particular
through training, by strengthening human skills and supporting the
economic development of areas of high employment by supporting
local SMEs and recruiting local people. For example, in Nigeria, 77%
of hours on the FPSO project for the Egina field were worked by
local people.

5.9.2.2 Leveraging the reindustrialization
of the Group’s platforms

In addition to the jobs generated by its activities, the Group, as a
responsible company, supports SMEs, mainly in France, through its
Total Développement Régional (TDR) subsidiary. TDR proposes
various measures that contribute to creating and keeping jobs in the
long term, such as financial support for the creation, development or
takeover of SMEs in the form of loans, support for industrial
redeployment with actors in local development, or support for exports
and international development. Between 2016 and 2018, loans were
granted to more than 500 SME projects, amounting to a total of
more than €30 million, and support for more than 10,000 jobs.

Additionally, the Group is pursuing its projects for the future of the
Carling, La Mède and Lacq platforms. The Voluntary Agreements for
Economic and Social Development (CVDES) signed for Carling and
La Mède set forth the Group’s commitments in terms of support for
SMEs and industrial actions.

On the Carling industrial platform (France), following the shutdown
of the second steam cracker in 2015, TOTAL is proceeding with this
industrial redeployment without any job losses and in keeping with
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
platform to boost its appeal and support the arrival of new industrial
actors.

— A first industrial project (SNF Coagulants, €19 million of

investments and 25 direct jobs) was launched in 2017;

— In October 2018, Quaron, France’s leading chemicals distributor,
confirmed its decision to open a new chemicals distribution and
formulation site on the platform (20 industrial jobs in the long
term);

— Two innovative biochemicals companies: Metabolic Explorer has
confirmed its decision to invest (€48 million and 48 direct jobs);
Afyren has finalized its funding plan (€50 million and 50 direct
jobs) and intends to lift the technical conditions applying to its
arrival on the platform.

In this way, TOTAL confirms its responsibility towards the employment
areas in which the Group operates as well as its commitment to
maintain a strong and lasting industrial presence in the Lorraine
region.

Plan to convert the La Mède refinery (France) through an initial
investment greater than €275 million is underway to create the first
French biorefinery and an Adblue (1) production workshop, establish
an 8 MW solar farm and set up a training center in partnership with
the IFP Énergies nouvelles. This project will be completed without
any lay- offs.

TDR is supporting the subcontractors and putting the Group’s
commitments into action. In particular, as a qualified member of
PIICTO (Platform for Industry and Innovation at Caban Tonkin), TDR
organized PIICTO bio-industries working group, which is targeting
the profile of new enterprises that could become part of the industrial
fabric of the Etang de Berre. As a consequence, in 2018, the
Aix-Marseille- Provence district authority issued a call for interest in
an attempt to attract investors in the fields of the energy transition
and energy efficiency, sustainable biofuels and bio- industries.

In October 2018, the Chinese group Quechen signed a building lease
with the Marseille port authority for a 12-hectare plot of land in the
heart of the PIICTO platform that will host a plant producing silica for
“green tires” (an investment of €105 million and 130 direct jobs),
representing a major Chinese investment in a new production plant
in France.

In 2018, TDR also supported the industrial development of three
local companies, with the creation of 94 new jobs.

On the Lacq platform in France, a TDR unit, hosted by Sobegi, the
platform’s controller, is improving the platform’s marketing and
research offer and examining third- party industrial projects that could
join the platform. 2018 saw the launch of the new “The Lacq
Advantage” platform offer, with a dedicated web site. A working
group comprising the Pau- Béarn chamber of commerce and industry,
the Chemparc public interest group, the Lacq- Orthez district authority,
Sobegi and TDR is actively looking for investors in Europe and Asia,
with the help of two expert consulting firms.

The examination of Fonroche’s industrial project to produce biogas
on the Lacq platform has reached an advanced stage.

5.9.2.3 Supporting the creation of new businesses

Following the success of TOTAL’s first Startupper of the Year
Challenge in 34 African countries in 2015, the 2018- 2019 challenge
has been extended to 55 countries worldwide and will support and
reward young local entrepreneurs in 2019 who have launched a
project or created a company in the last two years, irrespective of
the segment of activity. The 13,100 projects, complete and compliant
with the rules, submitted in the autumn of 2018 have been assessed
according to three criteria: their innovative character, their social and
societal impact and their feasibility and development potential.

A Grand Jury will then meet to select the six continental “Grand
Winners” from the winners in each country. In keeping with the
Group’s promise to develop women’s careers, the 2018- 2019
challenge will award one “Female favorite” per country to support
female entrepreneurs. This special prize will be awarded in addition
to the other prizes.

Much more than an entrepreneurial contest, the 2018- 2019
Startupper Challenge confirms TOTAL’s wish to support the
socio- economic development of the countries worldwide where the
Group is present. It contributes locally to the strengthening of the
social fabric by helping the most innovative entrepreneurs to turn
their projects into reality.

In parallel to this initiative, the Group’s segments and subsidiaries
locally support entrepreneurship through partnerships.

5.9.3 Engaging in citizenship initiatives

TOTAL is also involved in the community through civic initiatives in
all of its host regions. They extend and complete the actions taken
as part of its economic activities.

5.9.3.1 The Total Foundation program

In the face of societal issues and today’s environmental challenges,
TOTAL wishes to strengthen its public interest initiatives. This strong
commitment is part of TOTAL’s ambition to become the responsible
energy major. In 2017, the Group drew up a new citizenship
commitment policy, aligned with its history, values and businesses,
to intensify its impact. This policy is currently being deployed
internationally to gradually include community support initiatives.

Against this backdrop, the Total Foundation program covers the
actions of solidarity taken every day worldwide by the Group’s sites,
subsidiaries and Fondation d’entreprise. The Total Foundation
program is driven mainly by Fondation d’entreprise Total in France,
whose accreditation was renewed at the end of 2017 for the five
years from 2018 to 2022, with a budget of €125 million.

Through this program, the Group and the Fondation d’entreprise
Total want to contribute to the development of the territories where
the Group is present, alongside their partners. With a clear focus on
young people, the program concentrates on four themes: road safety,
forests and climate, youth inclusion and education, and cultural
dialogue and heritage.

In 2018, the Group’s citizenship initiatives were gradually brought
into line with these themes:

— Road safety: safer mobility by educating youth under the age of
25, training and raising the awareness of specific populations
and supporting and encouraging the authorities to implement
road safety policies.

For example, in 2018, the Fondation d’entreprise Total teamed
up with the Michelin Company Foundation to launch the VIA
road safety education program. With its innovative and interactive
methodology, this program aims to raise awareness amongst
10 to 18- year- olds by inviting them to propose ways of identifying

(1) Fuel additive intended for road transport and designed to lower nitrogen oxide (NOX) compound emissions.

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risks and changing behaviors. The program kicked off with three
pilots in France, Cameroon and India. The Fondation d’entreprise
Total is also a founding member of the United Nations Road
Safety Trust Fund that aims to contribute to the achievement of
target 3.6 of the United Nations SDGs: to halve the number of
global deaths and injuries from road traffic accidents.

— Forests and climate: an environment more beneficial to humans
through the natural storage of carbon by conserving and restoring
forests, mangroves, wetlands and degraded soils, by improving
biodiversity and the quality of life of local communities through
the conservation and restoration of sensitive ecosystems, by
raising awareness and training, especially young people, in
environmental conservation.

For example, in 2018, three new partnerships were launched to
conserve and protect sensitive ecosystems in France: one with
the French State forestry agency ONF, to conserve France’s
State- owned forests and protect them against natural risks, one
with the agency for the protection of the coastline, to look for
natural solutions to the effects of climate change on the coastline,
and one with
to restore
Mediterranean forests destroyed by fires and manage fire- related
risks. The Fondation d’entreprise Total also plans to become
involved in a junior tranche of the Land Degradation Neutrality
Fund, the world’s leading fund tasked with restoring soil or
reducing soil degradation on a large scale. This fund was created
in 2017 under the terms of the United Nations Convention to
Combat Desertification (UNCCD) and Mirova, the Natixis
management company dedicated to responsible investment.

the Port- Cros national park,

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people to learn a trade using the “learning by doing” teaching
method. It is supporting the United Way-l’Alliance’s “Défi
Jeunesse” program that aims to create the conditions conducive
to a professional future chosen for young people from priority
districts. It is also pursuing its involvement with “Sport dans la
Ville”, whose “Job dans la Ville” project supports the training and
professional integration of young people. Additionally, the
Fondation d’entreprise Total continues to support “La Fondation
La France s’engage”, which allows for the development of
innovative projects in the social and inclusive economy.

— Cultural dialogue and heritage: for cultural openness and the
promotion of heritage through actions to conserve and hand
over architectural and cultural heritage, to support contemporary
creation by young people and access to culture and artistic and
cultural education.

that encourage

restore heritage

For example, in 2018, the Fondation d’entreprise Total renewed
its three-year agreement with the Fondation du patrimoine to
fund works
the
socio- professional integration of young people and local vitality.
It also supports numerous initiatives in favor of artistic and cultural
education that attempt to combat the mechanisms of social
reproduction and to broaden the opportunities of the participants,
including the Paris National Opera’s “Dix Mois d’École et
d’Opéra” program and the Paris Philharmonic Orchestra’s
“Démos” program. Additionally, it works to enhance the appeal
of the areas where it is present and to promote contemporary
creation in the regions, by supporting events such as Marseille
Provence 2018.

— Youth education and inclusion: empowering socially at-risk
young people, through actions in support of academic success
and personal development, the development of training and
professional integration programs, in particular in industry, and
support for entrepreneurship.

For example, in 2018, to contribute to the empowerment of
socially fragile young people and their professional integration, in
France,
the
development of Les Ecoles de production that enable young

the Fondation d’entreprise Total supported

5.9.3.2 The employee 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 gives
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.

5.10 Contractors and suppliers

TOTAL’s activities generate hundreds of thousands of direct and
indirect jobs worldwide. Present in more than 130 countries, the
Group currently works with a network of more than 100,000 suppliers
of goods and services worldwide. In 2018, the Group’s purchases of
goods and services (excluding petroleum products and vessel
chartering by Trading & Shipping) represented approximately
$29 billion (1) worldwide. The allocation of expenditures on the Group
level is approximately 32% for goods (products, materials, etc.) and
approximately 68% for services (in particular consulting services,
work with supply of materials, transport, etc.).

Through their activities, the Group’s subcontractors and
suppliers may face the same risks that the Group encounters
in its own activities notably in terms of social, environmental,
societal and corruption- related risks. The most prominent risks
relate mainly to human rights in the workplace (forced labor
and child labor, discrimination, fair and equitable working
conditions and safety), health, security and safety, corruption,
conflicts of interest, fraud and the environment.

(1) $25 billion excluding Hutchinson, SunPower and Saft Group.

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Contractors and suppliers

Purchasing services and assisting the Group’s entities and sites,
mainly in Exploration & Production, Refining & Petrochemicals,
Marketing & Services and Gas, Renewables & Power. This approach
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.

5.10.1 The Group’s responsible procurement policy

Employee awareness- raising actions and training

In 2018, 196 procurement representatives were trained on respect
of human rights and working conditions by suppliers, and 250 on
anti- corruption rules.

With respect to the development of good practices in business
relations, TOTAL also launched an initiative to raise its employees’
awareness of mediation as an alternative method for resolving
disputes. Since 2013, a training day run by professional mediators to
raise awareness of mediation has been organized in French and
English. In 2017, an open day for employees of the Group, lawyers and
suppliers, enabled participants to learn about the benefits of mediation.
A brochure designed to increase awareness of the mediation process
is available to all Group employees. In addition, an email address is
available on the Group website (under “Suppliers”). The Group’s
suppliers can contact the internal supplier mediator using a generic
email address (mediation.fournisseurs@total.com). The internal
mediator is tasked with facilitating relations between the Group and
its French and international suppliers. The general purchasing terms
and conditions also mention the possibility of recourse to mediation.

5.10.2 Extension of the Group’s policy to the supply chain

TOTAL expects its suppliers to:

— adhere to the Fundamental Principles of Purchasing and ensure

— ensure that their own suppliers and subcontractors adhere to

these Fundamental Principles of Purchasing,

that they are adhered to in their activities,

— refer to the Group Ethics Committee when in doubt or in the

— accept to be audited according to these principles,

— remain attentive to the everyday working conditions of their

employees and their suppliers’ employees,

event of any malfunction.

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Contractors and suppliers 5

The supplier qualification process

It will be used to automate and document the supplier qualification
process, which unfolds in four stages:

1. confirmation of interest;

2. a risk pre- analysis to decide whether an in- depth analysis of each
criterion is necessary (HSE, anti- corruption, societal, financial,
technical);

3. determination of the qualification status;

4. monitoring and renewal of qualification. Qualifications are valid

for three years.

The supplier assessment process

Since 2017, the Group has been rolling- out specific training for Group
purchasers to evaluate suppliers with respect to human rights.

with suppliers that respect human rights, on the one hand, and take
good care of their employees, on the other. The goal of this common
approach is to encourage the improvement of working conditions in
the supply chain of the companies involved. This initiative addresses
the United Nations SDG N° 8: “to promote sustained, inclusive and
sustainable economic growth, full and productive employment and
decent work for all”.

Supplier awareness- raising actions

5.10.3 The Group’s responsible procurement commitments

in terms of decent work and respecting human rights in its supply
chain by signing the “Six Commitments” of the United Nations Global
Compact.

(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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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
(in M€)

SUPPLIERS
Invoices receivedand outstanding at the
closing date of the previous ﬁscal year

CUSTOMERS
Invoices issued and outstanding at the
closing date of the previous ﬁscal year

0 days
(provisional)

1 to 30
days

31 to
60 days

61 to
90 days

91 days
or
more

Total (1
day and
more)

0 days
(provisional)

1 to 30
days

31 to
60 days

61 to
90 days

91 days
or
more

Total (1
day and
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

Total value of invoices excluded

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

5.11 Reporting scopes and method

5.11.1 Frameworks

The Group’s reporting is based:

— for social indicators, on a practical handbook titled “Corporate

Social Reporting Protocol and Method”;

— for safety indicators, on the Corporate Guidance on Event and

Statistical Reporting;

— for environmental indicators, on a Group reporting procedure,

together with segment-specific instructions.

These documents are available to all companies of the Group and
can be consulted at Corporate headquarters, in the relevant
departments.

5.11.2 Scopes

Social reporting is based on two surveys: the Global Workforce
Analysis, and the complementary Worldwide Human Resources
Survey. Two centralized tools (Sogreat and HR4U) facilitate
performance of the above surveys.

— The Global Workforce Analysis is conducted once a year, on
December 31, in all the controlled consolidated Group companies
(refer to Note 18 of the Consolidated Financial Statements,
chapter 8, point 8.7) having employees, i.e., 326 companies in
103 countries on December 31, 2018. This survey mainly covers
worldwide workforces, hiring under permanent and fixed-term
contracts (non- French equivalents of contrats à durée déterminée
or indéterminée) as well as employee turnover at the worldwide
level. This survey produces a breakdown of the workforce by
gender, professional category (managers and other employees
and non- French equivalents), age and nationality.

— The Worldwide Human Resources Survey (WHRS) is an annual
survey which comprises 211 indicators in addition to those used
in the Global Workforce Analysis. The indicators are selected in
cooperation with the relevant counterparties and cover major
components of the Group Human Resources policy, such as
mobility, career management, training, work conditions, social
dialogue, Code of Conduct deployment, human rights, health,
compensation, retirement benefits and insurance. The survey
covers a representative sample of the consolidated scope. The
data published in this document are extracted from the most
recent survey, carried out in December 2018 and January 2019;
128 companies in 54 countries, of which three new countries
Sweden, Israel and Denmark, representing 89.5% of the
consolidated Group workforce (93,473 employees) replied to
the survey.

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Reporting scopes and method 5

Consolidation method

For the scopes defined above, the safety and social indicators are
fully consolidated.

Regarding environmental indicators or indicators related to climate
change, the materiality thresholds mentioned in point 5.11.2 allow
for the consolidation of 99% of greenhouse gas emissions and 95%
of other emissions from the Group’s operated domain, observed for
fiscal year 2017. These thresholds are also applied to greenhouse
gas emissions published on an equity interest basis, i.e., by
consolidating the Group share of the emissions of all assets in which
the Group has a financial interest or rights to production.

Changes in scope

Social indicators are calculated on the basis of the consolidated
scope of the Group as of December 31, 2018. These social data are
presented on the basis of the operational business segments
identified in the 2018 Consolidated Financial Statements.

Regarding safety indicators and environmental indicators of point
5.5.2 of this chapter, acquisitions are taken into consideration as
soon as possible, and at the latest on January 1 of the following
year. The following main affiliates or activities, acquired in 2018, are
not included in this reporting this year, but will be in 2019: Direct
Énergie (with the exception of combined cycle gas power plants
which have been integrated this year), Global LNG, new networks of
service stations of Brazil and Mexico M&S affiliates. All facilities sold
are taken into consideration up to the date of the sale.

For environmental indicators and indicators related to climate change
(excluding indicators of point 5.5.2), acquisitions are taken into
account as of January 1 of the current year to the extent possible or
as of the next fiscal year. The following main affiliates or activities,
acquired in 2018, are not included in the reporting of environmental
or climate change indicators this year, but will be in 2019: Direct
Énergie (with the exception of combined cycle gas power plants
which have been integrated since this year), Global LNG, a new
blending activity of the M&S affiliate Total Vostock, new networks of
service stations of the M&S affiliates in Brazil and Mexico. Any facility
sold before December 31 is excluded from the Group’s reporting
scope for the current year.

Reporting on environmental indicators or indicators related to
climate change covers all activities, sites and industrial assets in
which TOTAL S.A., or one of the companies it controls, is the
operator, i.e., either operates or contractually manages the operations
(“operated domain”). Compared to the scope of consolidation, this
corresponds to fully consolidated companies, with some exceptions,
as well as a number of non- fully consolidated entities (1) (2).

Greenhouse gas (GHG) emissions “based on the Group’s equity
interest” are the only data which are published for the “equity interest”
scope. This scope, which is different from the “operated domain”,
includes all the assets in which the consolidated entities have a
financial interest or rights to production.

The list of environmental indicators or indicators related to climate
change on which an entity must report is drawn up on the basis of
the materiality thresholds for 2018. These thresholds were calibrated
in order to report 99% of greenhouse gas emissions and 95% of the
Group’s other emissions observed in 2017. Furthermore, no site
accounting for more than 2% of an indicator excludes this indicator
from their reports.

Safety reporting covers all employees of activities, working on sites
and industrial assets for which TOTAL S.A. or a controlled company
is the operator, i.e., either operates or contractually manages the
operations (“operated domain”), as well as employees of contractors
working there, and employees of transport companies under
long- term contracts. Compared to the scope of consolidation, this
corresponds to fully consolidated companies, with some exceptions,
as well as a number of non- fully consolidated entities (1) (3).

Each site submits its safety reporting to the relevant operational entity.
The data is then consolidated at the business level and every month
at the Group level. In 2018, the Group safety reporting scope covered
456 million hours worked, equivalent to approximately 250,000 people.

Reporting on Voluntary Principles on Security and Human Rights
(VPSHR) covers the Group entities and subsidiaries that are
particularly exposed to the disproportionate use of force. It is based
on an internal survey, whose results are consolidated by the Security
division. In 2018, the VPSHR report covered approximately 100 entities.

In terms of safety, environmental and societal matters in the
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
inform stakeholders about the Group’s annual results in social and
environmental responsibility. The environmental indicators include
Group performance indicators referring to the IPIECA reporting
guidelines, updated in 2015.

The social, environmental, climate change- related and industrial safety
data are consolidated and checked by each business unit and
business segment, before being checked at Group level. Data
pertaining to certain specific indicators are calculated directly by the
business segments. These processes undergo regular internal audits.

Methodological specificities

External verification

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.

The external verification (Article R. 225- 105- 2 of the French
Commercial Code) is performed at the Group and business levels,
as well as in a sample of operational entities in and outside France,
selected each year in line with their relative contribution to the Group,
previous years’ results and a risk analysis. The auditors’
independence is defined by regulations and the professions’ Rules
of Professional Conduct and/or an impartiality Committee.

(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.

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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
job level is the equivalent of 300 or more Hay points. Permanent
contracts correspond to contrats à durée indéterminée (CDI) and
fixed- term contracts to contrats à durée déterminée (CDD), according
to the terminology used in the Group’s social reporting.

Employees present: employees present are employees on the payroll
of the consolidated scope, less employees who are not present, i.e.,
persons who are under suspended contract (sabbatical, business
development leave, etc.), absent on long- term sick leave (more than
six months), assigned to a company outside the Group, etc.

Safety definitions and indicators

TRIR (Total Recordable Injury Rate): number of recorded injuries per
million hours worked.

LTIR (Lost Time Injury Rate): number of lost time injuries per million
hours worked.

SIR (Severity Injury Rate): average number of days lost per lost time
injury.

GEEI (Group Energy Efficiency Index): a combination of energy
intensity ratios (ratio of net primary energy consumption to the level
of activity) per business reduced to base 100 in 2010 and
consolidated with a weighting by each business’s net primary energy
consumption for Exploration & Production and Refining & Chemicals
segments (Hutchinson excluded).

GHG: the six gases of the Kyoto protocol, which are CO2, CH4, N2O,
HFCs, PFCs and SF6, with their respective GWP (Global Warming
Potential) as described in the 2007 IPCC report. HFCs, PFCs and SF6
are almost absent from the Group’s emissions or are considered as
non-material, and are therefore no longer counted in 2018.

GHG based on the Group’s equity interest: GHGs emitted by the
Group’s operated assets and non- operated assets in which the
Group holds an equity share. In both cases, emissions are reported
to that equity. Assets with GHG emissions of less than 40 ktCO2e/y
on an equity basis are excluded. For non-operated assets, TOTAL
relies on information provided by its partner operators. In cases where
this information is not available, estimates are made based on past
data, budget data or by pro rata with similar assets.

Employees of external contractors: any employee of a contractor
working at a Group-operated site or assigned by a transport company
under a long- term contract.

GHG scope 1 emissions: direct GHG emissions from sources
located within the boundaries of a site coming under the operated
domain or in which TOTAL holds a financial interest.

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.

Near miss: event which, under slightly different circumstances, could
have resulted in an accident. The term “potential severity” is used for
near misses.

Incidents and near misses are assessed in terms of actual or potential
severity based on a scale that consists of six levels. Events with an
actual or potential severity level of four or more are considered
serious.

Environmental or climate change- related definitions
and indicators

Non- routine flaring: flaring other than routine flaring and safety flaring
occurring primarily during occasional and intermittent events.

Routine flaring: flaring during normal production operations
conducted in the absence of sufficient facilities or adequate
geological conditions permitting the reinjection, on- site utilization or
commercialization of produced gas (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). Routine flaring does
not include safety flaring.

Safety flaring: flaring to ensure the safe performance of operations
conducted at
(emergency shutdown,
safety- related operations etc.).

the production site

GHG scope 2 emissions: indirect emissions attributable to
brought-in energy (electricity, heat, steam), excluding purchased
industrial gases (H2).

GHG scope 3 emissions: other indirect emissions. The Group
follows the oil & gas industry reporting guidelines published by IPIECA
and which conform to the GHG Protocol methodologies. In this
Registration 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.

Carbon intensity: This indicator measures the average GHG
emissions of these products, from production in TOTAL facilities to
end use by customers. This indicator takes into account:

— for the numerator:

– the emissions connected to the production and conversion of
energy products used by the customers on the basis of the
Group’s average emission rates,

– the emissions connected to the use of sold products. For
each product, stoichiometric emission factors (1) are applied to
these sales to obtain an emission volume. Non- fuel use
products (bitumen, lubricants, plastics, etc.) are not taken into
account,

– negative emissions stored thanks to CCUS and natural carbon

sinks;

Waste: the contaminated soil excavated and removed from active
sites to be treated externally is counted a waste. Drilling debris,
mining cuttings or soil polluted in inactive sites are not counted as
waste.

Hydrocarbon spills: spills with a volume greater than 1 barrel
(≈159 liters) are counted. These are accidental spills of which at least
part of the volume spilled reaches the natural environment (including
non-waterproof ground). Spills resulting from sabotage or malicious
acts are included, unless specified otherwise. Spills that do not affect
the environment are excluded.

Operated oil & gas facilities: Facilities operated in the Exploration &
Production, Refining & Chemicals and Marketing & Services
segments of the Group.

(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.

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Independent third party’s report 5

Oil spill preparedness:

— an oil spill scenario is deemed “important” as soon as its
consequences are on a small scale and with limited impacts on
the environment (orders of magnitude of several hundred meters
of shores impacted, and several tons of hydrocarbons);

— an oil spill preparedness plan is deemed operational if it describes
the alert mechanisms, if it is based on pollution scenarios that
stem from risk analyses and if it describes mitigation strategies

that are adapted to each scenario, if it defines the technical and
organizational means, internal and external, to be implemented
and, lastly, if it mentions elements to be taken into account to
implement a follow- up of the environmental impacts of the
pollution; and

— oil spill preparedness exercise: only exercises conducted on the
basis of one of the scenarios identified in the oil spill preparedness
plan and which are played out until the stage of equipment
deployment are included for this indicator.

5.12

Independent third party’s report

Independent third party’s report on the consolidated non- ﬁnancial statement
presented in the management report

This is a free translation into English of the original report issued in French and it is provided solely for the convenience of English speaking
readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable
in France.

To the General Assembly,

In our quality as an independent third party, accredited by the COFRAC under number n° 3- 1050 (scope of accreditation available on the
website www.cofrac.fr), and as a member of the network of one of the statutory auditors of your entity (hereafter “entity”), we present our
report on the consolidated non- financial statement established for the year ended on the 31 December 2018 (hereafter referred to as the
“Statement”), presented in chapter 5 of the management report pursuant to the legal and regulatory provisions of Articles L. 225 102- 1,
R. 225- 105 et R. 225- 105- 1 of the French Commercial Code (Code de commerce).

Responsibility of the entity

It is the responsibility of the Board of Directors to establish the Statement in compliance with the legal and regulatory provisions including a
presentation of the business model, a description of the main non-financial risks, a presentation of the policies applied regarding these risks
as well as the results of these policies, including key performance indicators.

The Statement has been established based on the procedures of the entity (hereinafter referred to as the “Criteria”), the significant elements of
which are presented in the Statement.

Independence and quality control

Our independence is defined by the provisions of Article L. 822-11- 3 of the French Commercial Code and the Code of Ethics (Code de
déontologie) of our profession. In addition, we have implemented a quality control system, including documented policies and procedures to
ensure compliance with ethical standards, professional standards and applicable legal and regulatory requirements.

Responsibility of the independent third party

On the basis of our work, our responsibility is to provide a report expressing a limited assurance conclusion on:

— the compliance of the Statement with the provisions of Article R. 225- 105 of the French Commercial Code;

— the fairness of the information provided in accordance with Article R. 225 105 I, 3° and II of the French Commercial Code, namely the
results of the policies, including key performance indicators, and the actions related to the main risks, hereinafter the “Information”.

However, it is not our responsibility to comment on:

— the entity’s compliance with other applicable legal and regulatory provisions, particularly the French duty of care law and anti- corruption

and tax evasion legislation;

— the compliance of products and services with the applicable regulations.

Nature and scope of the work

Our work described below has been carried out in accordance with the provisions of Articles A. 225-1 et seq. of the French Commercial Code
determining the conditions in which the independent third party performs its mission and according to professional standards as well as to the
international ISAE standard 3000 – Assurance engagements other than audits or reviews of historical financial information.

The work that we conducted allows us to assess the compliance of the Statement with the regulatory provisions and the fairness of the
Information:

— we obtained an understanding of the entity’s activities and of all the entities included in the scope of consolidation, the statement of the
main social and environmental risks related to this activity, and, where applicable, its effects regarding compliance with human rights,
anti- corruption, tax evasion legislation, as well as the resulting policies and their results;

— we assessed the suitability of the Criteria with respect to their relevance, completeness, reliability, neutrality and understandability by

taking into consideration, where relevant, the best practices of the industry;

— we verified that the Statement covers each category of information set out in Article L. 225- 102- 1 III of the French Commercial Code

regarding social and environmental matters, as well as respect of human rights and anti- corruption and tax evasion legislation;

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5 NON-FINANCIAL PERFORMANCE

Independent third party’s report

— we verified that the Statement includes an explanation justifying the absence of the information required by the 2nd paragraph of III of

Article L. 225- 102- 1 of the French Commercial Code;

— we verified that the Statement presents the business model and the main risks associated with the activity of the entity and of all the
entities included in the scope of consolidation; including, where relevant and proportionate, the risks associated with their business
relationships, their products or services, as well as their policies, actions and results, including key performance indicators;

— we verified, where relevant with respect to the main risks or the policies presented, that the Statement presents the information required

under Article R. 225- 105 II of the French Commercial Code;

— we assessed the process used to select and validate the main risks;

— we inquired about the existence of internal control and risk management procedures put in place by the entity and of all the entities

included in the scope of consolidation;

— we assessed the consistency of the results and the key performance indicators with respect to the main risks and policies presented;

— we verified that the Statement includes a clear and reasoned explanation for the absence of a policy regarding one or more of those risks;

— we verified that the Statement covers the consolidated scope, i.e., all the companies included in the scope of consolidation in accordance

with Article L. 233- 16 of the French Commercial Code, with the limits specified in the Statement;

— we assessed the collection process implemented by the entity to ensure the completeness and fairness of the Information;

— we implemented for the key performance indicators and other quantitative results that we considered to be the most important presented

in Appendix 1:
– analytical procedures to verify the correct consolidation of the data collected as well as the consistency of their evolutions,
– detailed tests based on samples, consisting of checking the correct application of the definitions and procedures and reconciling the
data with the supporting documents. This work was carried out with a selection of contributing entities listed hereafter: Total Gabon,
Total E&P Myanmar, Antwerp Refinery, Leuna Refinery, SunPower Philippines Manufacturing Limited, Saft S.A.S site of Poitiers, Total
Philippines Corporation, Total Marketing Gabon which cover between 5% and 28% of the consolidated data selected for these tests
(5% of total workforce, 21% of direct operated GHG emissions (scope 1), 25% of freshwater withdrawals, 28% of waste);

— we consulted documentary sources and conducted interviews to corroborate the qualitative information (actions and results) that we

considered the most important presented in Appendix 1;

— we assessed the overall consistency of the Statement based on our knowledge of all the entities included in the scope of consolidation.

We believe that the work we have carried out, based on our professional judgment allows us to express a limited assurance conclusion;
a higher level of assurance would have required more extensive verification work.

Means and resources

Our verification work mobilized the skills of nine people and took place between September 2018 and March 2019 on a total duration of
intervention of about thirty weeks.

We conducted interviews with around twenty persons responsible for the preparation of the Statement including in particular the divisions
Strategy & Climate, Legal Affairs, HSE, Human Resources, Civil Society Engagement, Support & Purchasing Performance.

Conclusion

Based on our work, we have not identified any significant misstatement that causes us not to believe that the consolidated non-financial
statement complies with the applicable regulatory provisions and that the Information, taken together, is fairly presented, in compliance with
the Criteria.

Paris-La Défense, the 13th March 2019

French original signed by:

Independent third party ERNST & YOUNG et Associés

Christophe Schmeitzky
Partner, Sustainable Development

Jean- François Bélorgey
Partner

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Appendix 1: Information considered as the most important

NON-FINANCIAL PERFORMANCE

Independent third party’s report 5

Qualitative Information
(actions or results)

Social

– Employment (attractiveness, retention)
– Organization of work (organization, absenteeism)
– Compensation (policy)
– Social relations (social dialogue, collective agreements)
– Training (policy)
– Equal treatment (promotion of diversity, fight against discrimination,

insertion of people with disabilities)

Social Information

Quantitative Information
(including key performance indicators)

Social

– Number of employees
– Number of employees hired on permanent contract
– Number of departures per category
– Sickness absenteeism rate
– Turnover (departures divided by number of employees)
– Percentage of the Group’s entities including HSE criteria in the

variable compensation

– Average number of training days/year per employee (on- site training)
– Percentage of women among Senior executives
– Percentage of women among permanent contract recruitment,
among management recruitment, among total employees and
among managers

– Percentage of employees of non- French nationality among

permanent contract recruitment, among management recruitment,
among total employees and among managers

– Percentage of companies offering the option of remote working
– Percentage of employees involved in remote working of those

given the option

– Percentage of companies with employee representation
– Percentage of employees covered by collective agreement

Health & Safety

– TRIR (number of recorded injuries per million hours worked)
– LTIR (number of lost time injuries per million hours worked)
– SIR (average number of days lost per lost time injury)
– Number of severe road accidents
– Number of occupational illnesses recorded in the year
– Percentage of employees with specific occupational risks

benefiting from regular monitoring

– Health and safety (prevention actions)
– Measures taken for the health and safety of consumers

Environmental Information and Information linked to Climate Change

Quantitative Information
(including key performance indicators)

Qualitative Information
(actions or results)

– The results of the environmental policy
– Climate change (significant emission sources due to activity,

reduction objectives, adaptation measures)

– Measures undertaken not to harm the biodiversity
– Pollution prediction measures (water, air, soil…)
– Circular economy (raw material, energy, waste management)
– Water management

– Number of operated sites important for the environment

ISO 14001 certified

– Loss of primary containment Tier 1 and Tier 2
– Number and volumes of accidental hydrocarbon spills with an

environmental impact and of more than one barrel

– Number of sites whose risk analysis identified at least one risk

of major accidental pollution to surface water

– Proportion of those sites with an operational oil spill contingency

plan

– Proportion of those sites that have performed

at least one oil spill response exercise during the year

– SO2 emissions
– NOX emissions
– Hydrocarbon content of offshore water discharges and

percentage of sites that meet the Group target for the quality
of offshore discharges

– Hydrocarbon content of onshore water discharges and

percentage of sites that meet the Group target for the quality
of onshore discharges

– Fresh water withdrawals excluding cooling water
– Quantity of waste processed
– Proportion of waste processed per waste treatment process

(recycling and/or valorization, landfill, others)

– Direct greenhouse- gas emissions (operated scope)
– Direct greenhouse- gas emissions based on the Group’s equity

interest

– Indirect emissions attributable to energy consumption by sites
– Other indirect emissions – Use by customers of products sold for

end use

– Net primary energy consumption
– Total volume of flared gas
– Routine flaring
– Group energy efficiency indicator
– Carbon intensity of energy products used by customers

of the Group

Registration Document 2018 TOTAL

223

5 NON-FINANCIAL PERFORMANCE

Independent third party’s report

Societal Information

Quantitative Information
(including key performance indicators)

Qualitative Information
(actions or results)

– Local impact (employment, development, local residents,

dialogue…)

– Subcontracting: subcontracting and suppliers

(environmental and social issues)

– Human rights: actions in favor of human rights,

in particular respect for fundamental ILO Conventions
– Corruption: plans implemented to prevent corruption

224

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TOTAL AND ITS SHAREHOL

DERS

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

6.5

Information for foreign shareholders

238

6.5.1 American holders of ADRs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238

6.5.2 Non- resident shareholders (other than American shareholders) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238

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

— Paris (Euronext Paris);
— Brussels (Euronext Brussels);
— London (London Stock Exchange); and
— New York (New York Stock Exchange).

Codes

ISIN

Reuters

Bloomberg

Mnemonic/Ticker

FR0000120271

TOTF.PA

FP FP

Inclusion and weighting in the main stock indices
as of December 31, 2018

Market capitalization on Euronext Paris
and in the Euro zone as of December 31, 2018

TOTAL S.A. is the second- largest capitalization on the Euronext Paris
regulated market and is the third- largest market capitalization among
the companies that make up the Euro Stoxx 50. The largest market
capitalizations in the Euro zone are:

As of December 31, 2018 (a) (€B)

Unilever NV

LVMH

TOTAL S.A. (b)

AB InBev

L’Oréal

SAP SE

134.7

130.4

121.9

116.5

112.7

106.8

Indice

CAC 40

Euro Stoxx 50

Stoxx Europe 50

DJ Global Titans

Sources: Euronext, Stoxx and Bloomberg.

Weighting in
the index

Ranking in
the index

11.1%

5.7%

3.7%

1.3%

1 st

5 th

31 st

(a) Source: Bloomberg for the market capitalizations in the Euro zone other than TOTAL S.A.
(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.

Percentage of free float

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
95%. The free float factor determined by Stoxx for calculating TOTAL’s
weight in the Euro Stoxx 50 was 100% (2).

Inclusion in the ESG (Environment, Social, Governance) indices

DJSI World, DJSI Europe, FTSE4Good and Nasdaq Global Sustainability.

Par value

€2.50.

Market capitalization as of December 31, 2018 (1)

Debt credit rating (long- term/outlook/short- term)

Market

Euronext

NYSE

Market

capitalization

Closing
price

As of December 31

2018

2017

Standard & Poor’s

A+/Stable/A- 1 A+/Stable/A- 1

€121.9 B
$137.8 B

€46.18

Moody’s

Aa3/Positive/P- 1

Aa3/Stable/P- 1

$52.18

On February 26, 2019, Standard & Poor’s revised TOTAL S.A.’s Outlook
from Stable to Positive.

(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.

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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

(based on closing price in local cur rency)

TOTAL (euro)

Royal Dutch Shell A (euro)

Royal Dutch Shell B (pound sterling)

BP (pound sterling)

ENI (euro)

Source: Bloomberg.

In the United States (American Depositary Receipts
prices for European companies)

0.3%

- 7.7%

- 6.7%

- 5.1%

- 0.4%

(closing price in US$)

TOTAL

ExxonMobil

Chevron

Royal Dutch Shell A

Royal Dutch Shell B

ENI

Source: Bloomberg.

- 5.6%

- 18.5%

- 13.1%

- 12.7%

- 12.2%

- 9.8%

- 5.1%

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

total return

Value as of December 31, 2018,
of €1,000 invested

Investment term

1 year

5 years

10 years

15 years

TOTAL

CAC 40 (b)

TOTAL

CAC 40

5.44%

6.30%

7.59%

6.92%(a)

- 8.14%

5.24%

7.75%

5.46%

1,054

1,357

2,078

2,727

919

1,291

2,110

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.
Sources: Euronext Paris, Bloomberg.

6.1.2.3 Market information summary

Share price over the 2014- 2018 period (€)

Highest (during trading session)

Lowest (during trading session)

End of the year (closing)

Average of the last 30 trading sessions (closing)

Trading volume (average per session) (a)

Euronext Paris

NYSE (b)

(a) Number of shares traded.
(b) Number of American Depositary Receipts (“ADR”).
Sources: Euronext Paris, NYSE.

2014

54.71

38.25

42.52

44.32

2015

50.30

36.92

41.27

43.57

2016

48.89

35.21

48.72

46.22

2017

49.50

42.23

46.05

47.00

2018

56.82

43.09

46.18

47.96

5,519,597

7,412,179 6,508,817

5,380,909

6,199,835

1,277,433

1,853,669 2,109,802

1,667,928

1,855,274

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

— CAC 40 — — TOTAL —— Eur o Stoxx 50

2014
Base 100 as of 01/01/2014. Sources: Euronext Paris, Bloomberg.

2015

2016

2017

2018

Change in TOTAL ADR price on NYSE (2014-2018)

160

140

120

100

— Dow Jones — — TOTAL US

2014
Base 100 as of 01/01/2014. Sources: NYSE, Bloomberg.

2015

2016

2017

2018

Change in TOTAL share price at closing on Euronext Paris (2017-2018)
(€)

2017

Source: Euronext Paris.

2018

TOTAL average daily volumes traded on Euronext Paris (2017-2018)
(in millions of shares)

6.56

6.44

5.79

5.85

4.81

4.50

5.48

4.67

5.30

5.17

5.30

5.89

4.35

7.67

6.84

7.22

7.55

6.76

6.16

6.05

5.96

6.14

4.92

4.28

Feb.

Mar.

Jan.
2017
Source: Euronext Paris.

Apr.

May

Jun.

Jul.

Aug.

Sep.

Oct.

Nov.

Dec.

Jan.
2018

Feb.

Mar.

Apr.

May

Jun.

Jul.

Aug.

Sep.

Oct.

Nov.

Dec.

6.1.2.4 Arkema spin-of

Within the framework of the spin-off of Arkema’s chemical activities
from the Group’s other chemical activities, TOTAL S.A.’s Annual
Shareholders’ Meeting on May 12, 2006, approved TOTAL S.A.’s
contribution to Arkema, under the regulation governing spin-offs,
of all its interests in the businesses included under Arkema’s scope,
as well as the allocation for each TOTAL share (prior to share division
by 4) of an allotment right for Arkema shares, with ten allotment
rights entitling the holder to one Arkema share. Additionally, since
May 18, 2006, Arkema’s shares have been traded on Euronext Paris.

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
réclamés”) published on August 3, 2006, in the French newspaper Les
Échos, Arkema shares corresponding to allotment rights for fractional
shares which were unclaimed as of August 3, 2008, were sold on
Euronext Paris at an average price of €32.5721 per share. BNP Paribas
Securities Services paid an indemnity to the financial intermediaries
on remittance of corresponding allotment rights for Arkema shares.

Since March 1, 2019, the unclaimed amounts were transferred to
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

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TOTAL AND ITS SHAREHOLDERS

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
policy based on quarterly dividend payments starting in fiscal year 2011.

The decision of TOTAL S.A.’s subsidiaries to declare dividends is
made by their relevant Shareholders’ Meetings and is subject to the
provisions of applicable local laws and regulations. As of December
31, 2018, there is no restriction under such provisions that would
materially restrict the distribution to TOTAL S.A. of the dividends
declared by those subsidiaries.

6.2.1.2 Fiscal year 2018 and 2019 dividends

Dividends for the fiscal year 2018

TOTAL S.A. decided on the distribution and the payment of the
following interim dividends with respect to fiscal year 2018:

— on September 19, 2018, the Board of Directors decided on the
payment of the first 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 €52.95 per share, equal to the average
Euronext Paris opening price of the shares for the 20 trading
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
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
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
rounded up to the nearest cent. The ex- dividend date of this
interim dividend was December 18, 2018, and the payment in
cash or new shares was made on January 10, 2019.

On March 13, 2019, the Board of Directors decided on the payment
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
share. The ex- dividend date will be March 19, 2019, and this interim
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
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.

Subject to the applicable legislative and regulatory provisions, as well
as the pending approval by the Board of Directors and by the
Shareholders’ Meeting to be held on May 29, 2019, the ex- date
calendar for the interim dividends and the final dividend for the fiscal
year 2019 is expected to be as follows:

First interim dividend

Second interim dividend

Third interim dividend

Final dividend

Ex- dividend date

September 27, 2019

January 6, 2020

March 30, 2020

June 29, 2020

The provisional ex- dividend dates above relate to the TOTAL shares
admitted for trading on Euronext Paris.

Dividends for the last five fiscal years (1)

2.44

2.45

2.48

2.56

(in €)

Final

Interim
dividends

2014

2015

2016

2017

2018

TOTAL’s pay- out ratio for the fiscal year 2018 was 60% (2). Changes
in the pay- out ratio (3) over the past five fiscal years are as follows:

80%

58%

60%

68%

60%

2014

2015

2016

2017

2018

(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.

Registration Document 2018 TOTAL

229

6 TOTAL AND ITS SHAREHOLDERS

Dividend

6.2.1.3 Shareholder return policy over the

2018- 2020 period

The Board of Directors met on February 7, 2018 and reviewed the
cash flow allocation, including the shareholder return policy, for the
2018- 2020 period.

On this occasion, the Board of Directors approved a capital
investment program of $15- 17 billion per year, set an objective to
maintain the net- debt- to- capital ratio (net debt / shareholders’ equity
+ net debt) below 20% with a grade A credit rating and also proposed
the following measures:

Increasing the dividend by 10% over the 2018- 2020 period

– distribution of the full- year 2017 dividend of €2.48 per share
proposed to the Shareholders’ Meeting, corresponding to a
final dividend of €0.62 per share and an increase of 1.2%
compared to the full- year 2016 dividend (€2.45 per share);
– distribution of the 2018 interim dividends proposed to the
Shareholders’ Meeting, increased by 3.2% to €0.64 per share,
corresponding to a full- year 2018 dividend of €2.56 per share;

– full- year 2020 dividend target of €2.72 per share.

2. Buying back shares issued with no discount under the scrip

dividend option

– 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.

In addition to the buyback of shares issued as part of the scrip
dividend, buyback program of up to $5 billion over the period
2018- 2020

– the amount of buyback will be adjusted to the oil price over

the period;

– shares bought back in 2018 (excluding shares issued as scrip

dividend): 24,721,940, for an amount of $1.5 billion.

The Board of Directors met on February 6, 2019, confirmed the
program announced in 2018 and proposed the following measures:

– given the strong financial position of the Group, non- renewal
of the scrip dividend option beginning with the payment of the
final 2018 dividend;

– distribution of the 2019 interim dividends of €0.66 per share,
an increase of 3.1% compared to the 2018 interim dividends,
with the intent to propose to the Shareholders’ Meeting a
full- year 2019 dividend of €2.64, which will therefore be paid
exclusively in cash;

– buyback of all shares issued in 2019 for the payment of the

2018 interim dividends;

– buyback of shares, in a $60/b Brent environment, for an
amount of $1.5 billion for 2019 as part of the $5 billion buyback
program over the period 2018- 2020.

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Dividend 6

6.2.2 Dividend payment

BNP Paribas Securities Services manages the payment of the
dividend, which is made through financial intermediaries using the
Euroclear France direct payment system.

JP Morgan Chase Bank N.A. (4 New York Plaza, New York, NY
10005- 1401, USA) manages the payment of dividends to holders of
TOTAL ADR.

Dividend payment on stock certificates

TOTAL issued stock certificates (certificats représentatifs d’actions,
CR Actions) as part of the public exchange offer for Total
Petrochemicals & Refining SA/NV (formerly PetroFina) shares.

The CR Actions is a stock certificate provided for by French rules,
issued by Euroclear France, intended to circulate exclusively outside
of France, and which may not be held by French residents. The CR
Actions is freely convertible from a physical certificate into a security

registered on a custody account and vice- versa. However, in
compliance with the Belgian law of December 14, 2005, on the
dematerialization of securities in Belgium, CR Actions may only be
issued in the form of a dematerialized certificate since January 1, 2008.
In addition, ING Belgique is the bank handling the payment of all
coupons detached from outstanding CR Actions.

No fees are applicable to the payment of coupons detached from
CR Actions, except for any income or withholding taxes; the payment
may be received on request at the following bank branches:

— ING Belgique, avenue Marnix 24, 1000 Brussels, Belgium;

— BNP Paribas Fortis, avenue des Arts 45, 1040 Brussels, Belgium;

and

— KBC BANK N.V., avenue du Port 2, 1080 Brussels, Belgium.

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

12/17/2012

12/20/2012

12/20/2017 Interim dividend

03/18/2013

03/21/2013

03/21/2018 Interim dividend

06/24/2013

06/27/2013

06/27/2018 Final dividend

2013

09/24/2013

09/27/2013

09/27/2018 Interim dividend

12/16/2013

12/19/2013

12/19/2018 Interim dividend

03/24/2014

03/27/2014

03/27/2019 Interim dividend

06/02/2014

06/05/2014

06/05/2019 Final dividend

2014

09/23/2014

09/26/2014

09/26/2019 Interim dividend

12/15/2014

12/17/2014

12/17/2019 Interim dividend

03/23/2015

03/25/2015

03/25/2020 Interim dividend

06/08/2015

07/01/2015

07/01/2020 Final dividend

2015

09/28/2015

10/21/2015

10/21/2020 Interim dividend

12/21/2015

01/14/2016

01/14/2021 Interim dividend

03/21/2016

04/12/2016

04/12/2021 Interim dividend

06/06/2016

06/23/2016

06/23/2021 Final dividend

2016

09/27/2016

10/14/2016

10/14/2021 Interim dividend

12/21/2016

01/12/2017

01/12/2022 Interim dividend

03/20/2017

04/06/2017

04/06/2022 Interim dividend

06/05/2017

06/22/2017

06/22/2022 Final dividend

2017

09/25/2017

10/12/2017

10/12/2022 Interim dividend

12/19/2017

01/11/2018

01/11/2023 Interim dividend

03/19/2018

04/09/2018

04/09/2023 Interim dividend

06/11/2018

06/28/2018

06/28/2023 Final dividend

2018 (a)

09/25/2018

10/12/2018

10/12/2023

Interim dividend

12/18/2018

01/10/2019

01/10/2024 Interim dividend

03/19/2019

04/05/2019

04/05/2024 Interim dividend

06/11/2019

06/13/2019

06/13/2024 Final dividend

0.57

0.59

0.61

0.62

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.

Registration Document 2018 TOTAL

231

6 TOTAL AND ITS SHAREHOLDERS

Share buybacks

6.3 Share buybacks

The Annual Shareholders’ Meeting on June 1, 2018, after having
considered the report from the Board of Directors, authorized the
Board of Directors, with the possibility to sub- delegate such authority
under the terms provided for by French law, pursuant to the
provisions of Article L. 225- 209 of the French Commercial Code, of
Regulation (EU) N°596/2014 of April 16, 2014, on market abuse and
of the General Regulation (règlement général) of the French Financial

Markets Authority (Autorité des marchés financiers, AMF), to buy or
sell shares of the Company within the framework of a share buyback
program. The maximum purchase price was set at €80 per share
and the number of shares acquired may not exceed 10% of the
share capital. This authorization was granted for a period of
18 months and replaced the previous authorization granted by the
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
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 the fiscal year ended
December 31, 2017, as well as (ii) the first interim dividend for
the fiscal year ended December 31, 2018; and

— 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,
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 the fiscal year ended December 31, 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.

Percentage of share capital bought back

4.13%

2.76%

0.18%

0.19%

0.00%

2014

2015

2016(a)

2017

2018

(a) Buyback of treasury shares of-market in order to cancel them immediately after.

6.3.2 Board of Directors’ report on share buybacks and sales

6.3.2.1 Share buybacks during ﬁscal year 2018

Following the Board of Directors’ decision on February 7, 2018, and
pursuant to the authorizations granted by the Ordinary Shareholders’
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
December 31, 2018, in order to cancel them, including:

— 47,229,037 shares for a total amount of €2.4 billion, at an
average unit price of €50.57, 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 the fiscal year
ended December 31, 2017, as well as (ii) the first interim dividend
for the fiscal year ended December 31, 2018; and

— 24,721,940 shares for a total amount of €1.2 billion, at an
average unit price of €50.45, equivalent to $1.5 billion, at the
average exchange rate for 2018, pursuant to the shareholder
return policy, up to an amount of $5 billion over the 2018- 2020
period.

In addition, also pursuant to the above- mentioned authorizations, in
2018 the Company bought back a total of 815,504 shares for a total
amount of €41 million, at an average unit price of €50.31, in order to
cover the performance share plans approved by the Board of Directors.

6.3.2.2 Cancellation of Company shares

during ﬁscal years 2016, 2017 and 2018

On December 12, 2018, the Board of Directors, pursuant to the
authorization granted by the Extraordinary Shareholders’ Meeting on
May 26, 2017, in the thirteenth resolution to reduce, on one or more
occasions, the Company’s share capital by canceling shares within
the limits permitted by law, in accordance with the provisions of
Articles L. 225- 209 and L. 225- 213 of the French Commercial Code,
canceled 44,590,699 TOTAL shares bought back between February 9
and October 11, 2018, in order to cancel them. They represented
1.66% of the share capital on the date of the operation, including:

— 28,445,840 shares in order to cancel any dilution related to the
shares issued, with no discount, for the payment of the second

(1) Or €1.2 billion at the average exchange rate for 2018.

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Share buybacks 6

and third interim dividends, as well as the final dividend, for the
fiscal year ended December 31, 2017; and

In accordance with French law, these shares are deprived of voting
rights and do not entitle holders to dividends.

— 16,144,859 shares pursuant to the shareholder return policy, up

to an amount of $5 billion over the 2018- 2020 period.

TOTAL S.A. did not cancel any shares in the fiscal year 2017.

As regards fiscal year 2016, following the authorization granted by
the Shareholders’ Meeting on May 11, 2012, the Board of Directors,
after the purchase by the Company of 100,331,268 treasury shares,
canceled the TOTAL shares purchased by the Company under the
share buyback program, as authorized by the Shareholders’ Meeting
on May 24, 2016.

In addition, for shares bought back in order to be allocated to
Company or Group employees in line with the objectives referred to
in Regulation (EU) No. 596/2014 of the European Parliament and of
the Council of April 16, 2014, on market abuse, it should be noted that,
when such shares are held to cover share purchase option plans
that have expired or performance shares that have not been granted
by the end of the vesting period, they may be held under the conditions
regarding the holding by the Company of its own shares and used in
accordance with the purposes specified for the buyback by the
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

4,079,257 TOTAL shares were transferred during fiscal year 2018
following the final award of TOTAL shares under performance share
plans.

6.3.2.4 Shares held in the name of the Company

year 2018

Treasury shares held by the Company were not, during fiscal year
2018, reallocated for purposes other than those initially planned when
they were purchased.

and its subsidiaries as of December 31, 2018

6.3.2.6 Conditions for the buyback and use of

As of December 31, 2018, the Company held 32,473,281 shares
(treasury shares) representing 1.23% of TOTAL S.A.’s share capital
on that same date, including:

— 27,360,278 to be canceled; and

— 5,113,003 to cover the performance share plans.

derivative products

The Company did not use any derivative products as part of the share
buyback programs successively authorized by the Shareholders’
Meetings on May 26, 2017 and June 1, 2018. There was no open
purchase or sale position as of December 31, 2018.

Transactions completed by the Company involving its treasury shares from January 1 to December 31, 2018

Number of shares

Average transactions’ price (b) (€)

Amount of transactions (€)

(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).

Treasury shares as of December 31, 2018

Percentage of share capital held by TOTAL S.A.

Number of shares held in portfolio

Nominal value of the portfolio (M€)

Book value of the portfolio (M€)

Market value of the portfolio (M€)

Cumulative gross movements

Purchases

Sales/Transfers

72,766,481

4,079,257 (a)

50.52

3,676,419,886 (c)

1.23%

32,473,281 (a)

81.2 (b)

1,589.23

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:

— reduce the Company’s capital through the cancellation of shares;

— honor the Company’s obligations related to securities convertible

or exchangeable into Company shares;

— honor the Company’s obligations related to stock option
programs or other share grants to the Company’s executive
directors or to employees of the Company or a Group subsidiary;
and

— stimulate the secondary market or the liquidity of the TOTAL

share under a liquidity agreement.

Registration Document 2018 TOTAL

233

6 TOTAL AND ITS SHAREHOLDERS

Share buybacks

6.3.3.2 Legal framework

Implementation of this share buyback program, which is covered
by Articles L. 225- 209 et seq. of the French Commercial Code,
Article 241- 1 et seq. of the General Regulation of the AMF) and the

provisions of Regulation (EU) N°596/2014 on market abuse, is subject
to approval by the TOTAL S.A. Annual Shareholders’ Meeting on
May 29, 2019, under the fourth resolution that reads as follows:

“Upon presentation of the report by the Board of Directors and
information appearing in the description of the program prepared
pursuant to Articles 241- 1 et seq. of the General Regulation
(règlement général) of the French Financial Markets Authority
(Autorité des marchés financiers, AMF), and voting under the
conditions of quorum and majority required for Ordinary General
Meetings, the shareholders hereby authorize the Board of
Directors, with the possibility to sub- delegate such authority under
the terms provided for by French law, pursuant to the provisions
of Article L. 225- 209 of the French Commercial Code and of
Regulation (EU) N°596/2014 of April 16, 2014, on market abuse
and of the General Regulation of the AMF, to buy or sell shares of
the Company within the framework of a share buyback program.

The purchase, sale or transfer of such shares may be transacted
by any means on regulated markets, multilateral trading facilities
or over the counter, including the purchase or sale by block- trades,
in accordance with the regulations of the relevant market
authorities. Such transactions may include the use of any financial
derivative instrument traded on regulated markets, multilateral
trading facilities or over the counter, and implementing option
strategies.

These transactions may be carried out at any time, in accordance
with the applicable rules and regulations at the date of the
operations under consideration, except during any public offering
periods applying to the Company’s share capital.

The maximum purchase price is set at €80 per share.

In the case of a share capital increase by incorporation of reserves
or free share grants and in the case of a stock- split or a
reverse- stock- split, this maximum price shall be adjusted by
applying the ratio of the number of shares outstanding before the
transaction to the number of shares outstanding after the
transaction.

Pursuant to the provisions of Article L. 225- 209 of the French
Commercial Code, the maximum number of shares that may be
bought back under this authorization may not exceed 10% of the
total number of shares composing the capital as of the date on
which this authorization is used. This limit of 10% is applicable to
the share capital of the Company which may be adjusted from
time to time as a result of transactions after the date of the present
Meeting. Purchases made by the Company may under no
circumstances result in the Company holding more than 10% of
the share capital, either directly or indirectly through subsidiaries.

As of December 31, 2018, out of the 2,640,602,007 shares
outstanding, the Company held 32,473,281 shares directly. Under
these circumstances, the maximum number of shares that the
Company could buy back is 231,586,919 shares and the
maximum amount that the Company may spend to acquire such
shares is €18,526,953,520.00 (excluding acquisition fees).

The purpose of this share buyback program is to reduce the
number of outstanding shares of the Company or to allow it to
fulfill its engagements in connection with:

— convertible or exchangeable securities that may give holders
rights to receive shares of the Company upon conversion or
exchange; and / or

— share purchase option plans, employee shareholding plans,
Company Savings Plans or other share allocation programs
for executive directors or employees of the Company or Group
companies.

The purpose of buybacks may also be the implementation of the
market practice accepted by the French Financial Markets
Authority (Autorité des marchés financiers), i.e., support the
secondary market or the liquidity of TOTAL shares by an
investment services provider by means of a liquidity agreement
compliant with the deontology charter recognized by the French
Financial Markets Authority (Autorité des marchés financiers).

This program may also be used by the Company to trade in its
own shares, either on or off the market, for any other purpose
that is authorized under the applicable law or any other permitted
market practice that may be authorized at the date of the
operations under consideration. In case of transactions other than
the above- mentioned intended purposes, the Company will inform
its shareholders in a press release.

According to the intended purposes, the treasury shares that are
acquired by the Company through this program may, in particular,
be:

— canceled, up to the maximum legal limit of 10% of the total
number of shares composing the capital on the date of the
operation, per each 24- month period;

— granted for no consideration to the employees and to the
executive directors of the Company or of other companies of
the Group;

— delivered to the beneficiaries of the Company’s shares

purchase options having exercised such options;

— sold to employees, either directly or through the intermediary

of Company savings funds;

— delivered to the holders of securities that grant such rights to
receive such shares, either through redemption, conversion,
exchange, presentation of a warrant or in any other manner;
and

— used in any other way consistent with the purposes stated in

this resolution.

While they are bought back and held by the Company, such
shares will be deprived of voting rights and dividend rights.

This authorization is granted for 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.”

234

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TOTAL AND ITS SHAREHOLDERS

Shareholders

6.3.3.3 Conditions

Conditions for buybacks

Maximum share capital to be purchased and maximum funds
allocated to the transaction

The maximum number of shares that may be purchased under
the authorization provided by the Annual Shareholders’ Meeting on
June 1, 2018, may not exceed 10% of the total number of shares
composing the capital, with this limit applying to an amount of the
Company’s share capital that will be adjusted, if necessary, to include
transactions affecting the share capital subsequent to this Meeting.
Purchases made by the Company may under no circumstances
result in the Company holding more than 10% of the share capital,
either directly or indirectly through subsidiaries.

Before any share cancellation under the authorization granted by
the Annual Shareholders’ Meeting on June 1, 2018, based on
the number of shares outstanding as of December 31, 2018
(2,640,602,007 shares), and given the 32,473,281 shares held by
the Company as of December 31, 2018, i.e., 1.23% of the share
capital, the maximum number of shares that may be purchased
would be 231,586,919, representing a theoretical maximum
investment of €18,526,953,520 (excluding acquisition fees) based
on the maximum purchase price of €80.

Such shares may be bought back by any means on regulated
markets, multilateral trading facilities or over the counter, including
through the purchase or sale of blocks of shares, under the conditions
authorized by the relevant market authorities. These means include
the use of any financial derivative instrument traded on a regulated
market or over the counter and the implementation of option
strategies, with the Company taking measures, however, to avoid
increasing the volatility of its stock. The portion of the program carried
out through the purchase of blocks of shares will not be subject to
quota allocation, up to the limit set by this resolution. These
transactions may be carried out at any time, in accordance with the
applicable rules and regulations, except during any public offering
periods applying to the Company’s share capital.

Duration and schedule of the share buyback program

In accordance with the fourth resolution, which will be submitted to
the Annual Shareholders’ Meeting on May 29, 2019, the share buyback
program may be implemented over an 18- month period following
the date of this Meeting, i.e. until November 28, 2020.

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

As of December 31

% of share
capital

% of voting
rights

% of
theoretical
voting
rights (a)

% of share
capital

% of voting
rights

% of share
capital

% of voting
rights

BlackRock, Inc. (b) 6.1 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
December 31, 2018 was calculated based on a share capital divided
into 2,640,602,007 shares, representing 2,766,134,802 voting rights
exercisable at Shareholders’ Meetings, or 2,798,608,083 theoretical
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
voting rights.

For fiscal years 2017 and 2016, the holdings of the major shareholders
were calculated on the basis of respectively 2,528,989,616 shares
to which 2,678,015,444 voting rights exercisable at Shareholders’
Meetings were attached as of December 31, 2017, and
2,430,365,862 shares to which 2,572,363,626 voting rights exercisable
at Shareholders’ Meetings were attached as of December 31, 2016.

6.4.1.2 Holdings above the legal thresholds

In accordance with Article L. 233- 13 of the French Commercial Code,
to TOTAL’s knowledge, two known shareholders hold 5% or more of
TOTAL’s share capital or voting rights at year- end 2018:

— the Total Actionnariat France collective investment fund held, as
of December 31, 2018, 3.4% of the share capital representing
6.2% of the voting rights exercisable at Shareholders’ Meetings
and 6.1% of the theoretical voting rights;

— BlackRock held, as of December 31, 2018, 6.1% of the share
capital representing 5.3% of the voting rights exercisable at
Shareholders’ Meetings and 5.2% of the theoretical voting rights.

6.4.1.3 Legal threshold notiﬁcations in ﬁscal year 2018

Date on which
thresholds were
crossed

Company

Number
of shares

% share
capital

% voting
rights

Comments

Share capital

Number of
voting rights

N° AMF
disclosure

218C1989

12/12/2018 JP Morgan
Chase & Co.

138,085,347

5.23% 4.98% Crossed upward
the 5% threshold
in the
Company’s
voting rights

1.90% 1.81% Crossed downward
the 5% threshold
in the
Company’s
voting rights

2,640,602,007 2,770,811,788

218C2026

12/18/2018 JP Morgan
Chase & Co.

50,231,045

6.4.1.4 Threshold notiﬁcations required by the

bylaws

In addition to the legal obligation to inform the Company and the
French Financial Markets Authority when the number of shares (or
securities similar to shares or voting rights pursuant to Article
L. 233- 9 of the French Commercial Code) held represents more than
5%, 10%, 15%, 20%, 25%, 30%, one third, 50%, two thirds, 90%
or 95% of the share capital or theoretical voting rights, such
information being made at the latest on the close of the fourth trading
day after the threshold is exceeded (Article L. 233- 7 of the French
Commercial Code and Article 223- 14 of the AMF General Regulation),
any individual or legal entity who directly or indirectly comes to hold a
percentage of the share capital, voting rights or rights giving future
access to the Company’s share capital that is equal to or greater
than 1%, or a multiple of this percentage, is required to notify the
Company, within 15 days of the date on which each of the above
thresholds is exceeded, by registered mail with return receipt
requested, and indicate the number of shares held.

In case the shares above these thresholds are not declared, any
shares held in excess of the threshold that should have been declared
will be deprived of voting rights at Shareholders’ Meetings if, at a
Shareholders’ Meeting, the failure to make a declaration is
acknowledged and if one or more shareholders holding collectively
at least 3% of the Company’s share capital or voting rights so request
at that Meeting.

Any individual or legal entity is also required to notify the Company in
due form and within the time limits stated above when their direct or
indirect holdings fall below each of the aforementioned thresholds.

Notifications must be sent to the Senior Vice President of Investor
Relations in London (contact details in point 6.6.6 of this chapter).

6.4.1.5 Temporary transfer of securities

Pursuant to legal provisions, any legal entity or individual (with the
exception of those described in paragraph IV- 3 of Article L. 233- 7 of
the French Commercial Code) holding alone or in concert a number
of shares representing more than two hundredth of the Company’s
voting rights pursuant to one or more temporary transfers or similar
operations as described in Article L. 225- 126 of the aforementioned
Code is required to notify the Company and the AMF of the number
of shares temporarily owned no later than the second business day
preceding the Shareholders’ Meeting at midnight (Paris time).

Notifications must be e- mailed to the Company at the following
address: holding.df- declarationdeparticipation@total.com

If no notification is sent, any shares acquired under any of the above
temporary transfer operations will be deprived of voting rights at the
relevant Shareholders’ Meeting and at any Shareholders’ Meeting
that may be held until such shares are transferred again or returned.

6.4.1.6 Shareholders’ agreements

TOTAL S.A. is not aware of any agreements among its shareholders.

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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

FCPE Total Actionnariat International Capitalisation

FCPE Total France Capital +

FCPE Total International Capital

Shares subscribed by employees in the U.S.

Shares subscribed by employees in Italy and Germany

89,235,952

26,087,382

5,711,832

2,551,062

794,587

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)
mentioned above is controlled by a dedicated Supervisory Board,
two thirds of its members representing holders of fund units and one
third representing the Company. The Supervisory Board is responsible
for reviewing the Collective investment fund’s management report
and annual financial statements, as well as the financial, administrative
and accounting management of the fund, exercising voting rights
attached to portfolio securities, deciding contributions of securities in
case of a public tender offer, deciding mergers, spin- offs or
liquidations, and granting its approval prior to changes in the rules
and procedures of the Collective investment fund in the conditions
provided for by the rules and procedures.

These rules and procedures also stipulate a simple majority vote for
decisions, except for decisions requiring a qualified majority vote of
two- thirds plus one related to a change in a fund’s rules and
procedures, its conversion or disposal.

For employees holding shares outside of the employee collective
investment funds mentioned in the table above, voting rights are
exercised individually.

The information regarding shares held by the administration and
management bodies is set forth in point 4.1.6 of chapter 4.

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

Institutional shareholders 87.6%

of which: 15.5% in France
13.2% in United Kingdom
18.7% for the rest of Europe
31.8% for North America
8.4% for the rest of world.

Group employees(a) 4.8%

Individual shareholders

7.6%

France 26.6%

Rest of Europe 19.2%

United Kingdom 13.2%

Rest of world

8.6%

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

Information for foreign shareholders

6.5

Information for foreign shareholders

6.5.1 American holders of ADRs

Information for holders of TOTAL ADR, representing American
Depositary Shares, is provided in TOTAL’s annual report on Form

20- F filed with the SEC for the fiscal year ended December 31, 2018.

6.5.2 Non- resident shareholders (other than American shareholders)

The information set forth below is a general overview. Shareholders
are invited to consult their own tax advisor to determine the applicable
procedures, the effect of tax treaties and, more generally, the tax
impacts applicable to their particular situation. Furthermore, the
following summary does not address the tax treatment applicable as
from July 1, 2019 to temporary transfers of shares and other similar
transactions which could, under certain conditions, fall within the
scope of the new anti- abuse measures set forth in Article 119 bis A
of the French Tax Code.

Dividend

Dividends distributed by TOTAL S.A. are, in principle, subject to a
withholding tax in France at a rate of 30% (1) when they are paid to
non- resident legal entities shareholders and, since January 1, 2018,
12.8% when they are paid to individual shareholders, subject to
compliance with certain formalities. This rate is increased to 75% for
income paid outside France in a Non- Cooperative Country or Territory
(“NCCT”), as defined by the French Tax Code (Article 238- 0 A).

However, under many bilateral international tax treaties signed
between France and other countries for the avoidance of double
taxation (“Tax Treaties”) and subject to specific conditions, the
withholding tax rate is reduced or withholding tax is not applicable in
cases where dividends are paid to a shareholder resident in one of
the countries that signed such Tax Treaties (for example, 15% for
dividends paid to shareholders resident of Austria, Belgium, Canada,
Germany, Indonesia, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Singapore, South Africa, Spain, Switzerland, the United
Kingdom and the United States; 10% for dividends paid by a French
company to a resident of China, India or Japan; no French
withholding tax for dividends paid to a resident of Qatar or the United
Arab Emirates).

Taxation of dividends outside France varies according to each
country’s respective tax legislation. In most countries, the gross
amount of dividends is included in the shareholder’s taxable income.
Based on certain requirements and limitations, the French withholding

tax deducted from dividends may result in a tax credit being applied
to the foreign income tax payable by the shareholder. However, there
are some exceptions.

Excluding exceptions, dividends paid in shares and dividends paid in
cash have the same tax treatment.

Taxation on sales of shares

Capital gains on sales of shares realized by shareholders resident
outside France are generally exempt from income tax in France. Two
exceptions are provided, without any threshold condition: one for
sales of shares where the seller owns a permanent establishment or
a fixed base in France to which his or her shares are attached, and
the other for sales carried out by individuals or organizations resident
or established in a NCCT.

The shareholder may, nevertheless, be taxed on the capital gain or
loss on the sale of shares in his or her country of residence.
Shareholders are invited to consult their own tax advisor to confirm
the applicable tax treatment.

A financial transactions tax (“FTT”) applies, except under exceptional
circumstances, to purchases of shares of companies listed on a
French, European or foreign regulated market, provided that the
purchase results in a transfer of ownership and that the securities
are issued by a French company whose market capitalization exceeds
€1 billion as of December 1 of the year preceding the year of taxation.

The FTT also applies to securities representing shares of stock issued
by a company. Transactions carried out on certificates representing
shares, such as ADRs and European Depositary Receipts, are therefore
subject to this tax.

The FTT equals 0.3% of the share purchase price, as of January 1, 2017.

In principle, sales of shares of French companies are also subject to
a French stamp duty. However, French law provides that stamp duties
are not applicable to transactions subject to the FTT.

(1) According to French Finance Act for 2018, this 30% withholding tax rate is to be aligned with the standard corporate income tax rate, which should be reduced to 28% as from January 1, 2020,

26.5% as from January 1, 2021 and 25% as from January 1, 2022.

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
the Company’s Statutory and Consolidated Financial Statements for
the year ended December 31, 2018, or previous fiscal years, may be
consulted at its registered office pursuant to the legal and regulatory
provisions in force, as well as on the Company website.

In addition, the French version of TOTAL S.A.’s Registration
Documents (including the annual financial reports) and mid- year
financial reports filed with the French Financial Markets Authority
(Autorité des marchés financiers) for each of the past 10 financial years

are available on its website total.com (under Investors/Publications
and regulated information). The Group’s biannual presentations of its
results and outlook, as well as the quarterly financial information, are
also available on its website.

Furthermore, in order to meet its obligations related to the listing of
its shares in the United States, the Company also files an annual
report on Form 20- F, in English, with the SEC. This report is also
available on the Company website.

6.6.2 Relationships with institutional investors, ﬁnancial analysts and

individual shareholders

Members of the Group’s General Management and Investor Relations
regularly meet with institutional investors and financial analysts in the
leading financial centers throughout the world. In 2018, the Group
organized more than 1,000 meetings.

Each year, two main presentations are given to the financial
community: one in February following the publication of the results
for the previous fiscal year, and one in September to present the
Group’s outlook and objectives. A series of meetings is held after
each of these presentations. In addition, each year the Chief Financial
Officer hosts three conference calls to discuss results for the first,
second and third quarters of the year.

The information presented and broadcast at these events is available
on the Group’s website.

With a dedicated team, the Group maintains an active dialogue with
shareholders in the field of Corporate Social Responsibility (CSR)
and governance. Around 100 meetings covering these themes were
organized in France and worldwide in 2018.

In addition, the Group has a team dedicated to relationships with
individual shareholders. This department, which is ISO 9001 certified,
offers a comprehensive communication package, featuring:

— a direct line, e- mail address, and postal address (refer to point

6.6.6 of this chapter);

— documentation and material provided for individual shareholders
(e.g., the shareholders’ newsletter, individual shareholders pages
available on the Company’s website, and a Total Investors mobile
app for digital tablets and smartphones);

— shareholder meetings and investor fairs held in France and

worldwide;

— the Shareholders’ Club, which organizes visits to industrial
facilities, visits to natural sites and cultural events sponsored by
the Total Foundation, and conferences about the Group;

— the Shareholders’ e- Advisory Committee, which expresses its

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
latter case, shareholders are identified by TOTAL S.A., in its capacity
as the issuer, or by its agent, BNP Paribas Securities Services, which
is responsible for keeping the register of shareholders’ registered shares.

Registered shares

There are two forms of registration:

— administered registered shares: shares are registered with TOTAL
through BNP Paribas Securities Services, but the holder’s financial
intermediary continues to administer them (sales, purchases,
coupons, etc.);

— pure registered shares: TOTAL holds and directly administers
shares on behalf of the holder through BNP Paribas Securities
Services (sales, purchases, coupons, Shareholders’ Meeting
notices, etc.), so that the shareholder does not need to appoint
a financial intermediary.

Main advantages of registered shares

The advantages of registered shares include:

— 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);

— a number for all contacts with BNP Paribas Securities Services
(a toll- free call within France from a landline): 0 800 117 000 or
+33 1 40 14 80 61 (from outside France); from Monday to Friday
(business days), from 8:45 a.m. to 6:00 p.m., GMT+1;

— registration as a recipient of all information published by the

Group for its shareholders;

— the ability to join the TOTAL Shareholders’ Club by holding at

least 50 shares.

Registration Document 2018 TOTAL

239

6 TOTAL AND ITS SHAREHOLDERS

Investor relations

The advantages of pure registered shares, in addition to those of
administered registered shares, include:

— the option to view and manage shareholdings online and via the

Planetshares app for digital tablets.

— no custodial fees;

— easier placement of market orders (1) (phone, mail, fax, internet);

— brokerage fees of 0.20% (before tax) of the gross amount of the
trade, with no minimum charge and up to €1,000 per trade;

To convert TOTAL shares into pure registered shares, shareholders
must fill out a form that can be obtained upon request from the
Individual Shareholder Relations Department and send it to their
financial intermediary.

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

May 29

June 11

July 25

Results of the first quarter 2019

2019 Annual Shareholders’ Meeting in Paris

Ex- dividend date for the 2018 final dividend (a)

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

March 30

May 29

June 29

Ex- dividend date for the 2019 second interim dividend (a)

Ex- dividend date for the 2019 third interim dividend (a)

2020 Annual Shareholders’ Meeting in Paris

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,
Senior Vice President, Investor Relations TOTAL S.A.

Mr. Laurent Toutain,
Head of Individual Shareholder Relations

Total Finance Corporate Services
10 Upper Bank Street, Canary Wharf
London E14 5BF, United Kingdom
e- mail: ir@total.com
Phone: +44 (0)207 7197 962

Mr. Robert Hammond,
Director of Investor Relations North America

TOTAL American Services Inc.
1201 Louisiana Street, Suite 1800
Houston, TX 77002, United States
e- mail: ir.tx@total.com
Phone: +1 (713) 483- 5070

TOTAL S.A. Individual Shareholder Relations Department
Tour Coupole 2, place Jean Millier
92078 Paris- La Défense Cedex, France
e- mail: actionnaires@total.com

Phone (Monday to Friday from 9 a.m. to 12:30 p.m. and from
1:30 p.m. to 5:30 p.m., GMT+1):

– from France: 0 800 039 039

(toll- free number from a landline);

– from Belgium: 02 288 3309;
– from the United Kingdom: 020 7719 6084;
– from Germany: 30 2027 7700;
– 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 INF

ORMATION

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

7.3

Historical ﬁnancial information and additional information

247

7.3.1 2018, 2017 and 2016 Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247

7.3.2 Statutory financial statements of TOTAL S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247

7.3.3 Audit of the historical financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247

7.3.4 Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247

Registration Document 2018 TOTAL

241

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
€6,601,505,017.50, consisting of 2,640,602,007 (1) ordinary shares,

with a nominal value of €2.50 per share. All the shares issued have
been fully paid up.

7.1.2 Features of the shares

There is a single category of shares. A double voting right is granted
under certain conditions (refer to point 7.2.4.1 of this chapter) to every
shareholder.

The shares are registered or in bearer form, at the shareholder’s
discretion. The shares are in book- entry form and registered in an
account.

7.1.3 Potential capital as of December 31, 2018

The potential share capital is made up of the existing share capital to
which are added the new TOTAL shares that could be issued in the
event of (i) the conversion or reimbursement in shares of all the rights
giving access to the share capital, and (ii) the exercise of all the share
subscription options.

As of December 31, 2018, the only existing financial instruments likely
to result in the creation of new TOTAL shares were the 265,230 TOTAL

share subscription options that may be exercised at this date. These
options were awarded on September 14, 2011, under the plan
decided by the Board of Directors.

The table below shows the theoretical evolution in the share capital
of TOTAL S.A. in view of the maximum potential for the creation of
shares by exercising the 265,230 share subscription options existing
as of December 31, 2018.

As of December 31, 2018

Ordinary shares issued

Shares likely to be created by the exercise of share subscription options

Maximum total number of shares (potential capital)

Number of shares Share capital (%)

2,640,602,007

265,230

100

0.01

2,640,867,237

100.01

7.1.4 Share capital history since 2016

Transaction
acknowledgment
date

Fiscal year 2016

January 14, 2016

Shares
created/
(canceled)
(number of
shares)

Type of transaction
(share capital increase/reduction)

Nominal
amount
of the
transaction
(euros)

Issue/
contribution
premium
per share
(euros)

Share
capital
after the
transaction
(euros)

Shares
composing
the capital
after the
transaction
(number of
shares)

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

October 14, 2016

25,329,951

Increase – Payment of the 2015 final
dividend

Increase – Payment of the 2016 first
interim dividend

December 15, 2016 (100,331,268) Reduction – Cancellation of treasury

60,932,120.00

35.76 6,257,823,152.50 2,503,129,261

63,324,877.50

35.50 6,321,148,030.00 2,528,459,212

(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

Shares
created/
(canceled)
(number of
shares)

Type of transaction
(share capital increase/reduction)

Nominal
amount c
of the
transaction
(euros)

Issue/
ontribution
premium
per share
(euros)

Share
capital
after the
transaction
(euros)

Shares
composing
the capital
after the
transaction
(number of
shares)

Transaction
acknowledgment
date

Fiscal year 2017

January 12, 2017

2,237,918

January 12, 2017

23,206,171

April 6, 2017

19,800,590

Increase – Exercise of share subscription
options in fiscal year 2016

Increase – Payment of the 2016 second
interim dividend

Increase – Payment of the 2016 third
interim dividend

April 26, 2017

9,532,190 Share capital increase reserved for

5,594,795.00

n/a (a)

6,075,914,655.00 2,430,365,862

58,015,427.50

39.37 6,133,930,082.50 2,453,572,033

49,501,475.00

42.14 6,183,431,557.50 2,473,372,623

employees

23,830,475.00

35.60 (b)

6,207,262,032.50 2,482,904,813

June 22, 2017

17,801,936

October 12, 2017

25,633,559

Increase – Payment of the 2016
final dividend

Increase – Payment of the 2017
first interim dividend

44,504,840.00

42.36 6,251,766,872.50 2,500,706,749

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.

Transaction
acknowledgment
date

Shares
created/
(canceled)
(number of
shares)

Fiscal years 2018 and 2019

January 11, 2018

2,649,308

January 11, 2018

7,087,904

Type of transaction
(share capital increase/reduction)

Nominal
amount
of the
transaction
(euros)

Issue/
contribution
premium
per share
(euros)

Share
capital
after the
transaction
(euros)

Shares
composing
the capital
after the
transaction
(number of
shares)

Increase – Exercise of share subscription
options in fiscal year 2017

Increase – Payment of the 2017 second
interim dividend

6,623,270.00

n/a (a)

6,322,474,040.00 2,528,989,616

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

May 3, 2018

9,354,889 Share capital increase reserved for

38,899,002.50

43.20 6,622,899,285.00 2,649,159,714

employees

23,387,222.50

34.70 (b)

6,646,286,507.50 2,658,514,603

June 28, 2018

5,798,335

October 12, 2018

18,783,197

Increase – Payment of the 2017
final dividend

Increase – Payment of the 2018
first interim dividend

December 12, 2018

(44,590,699) Reduction – Cancellation of

14,495,837.50

49.53 6,660,782,345.00 2,664,312,938

46,957,992.50

50.45 6,707,740,337.50 2,683,096,135

treasury shares

(111,476,747.50)

n/a 6,596,263,590.00 2,638,505,436

January 14, 2019

2,096,571

January 14, 2019

1,212,767

Increase – Exercise of share subscription
options in fiscal year 2018

Increase – Payment of the 2018 second
interim dividend

5,241,427.50

n/a (c)

6,601,505,017.50 2,640,602,007

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

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).
The headquarters are located at 2, place Jean Millier, La Défense 6,
92400 Courbevoie, France. It is registered in the French trade registry
in Nanterre under No. 542 051 180 RCS.

The Company’s term was extended for 99 years from March 22,
2000, to expire on March 22, 2099, unless dissolved prior to this
date or extended.

Fiscal year: from January 1 to December 31 of each year.

EC Registration Number: FR 59 542 051 180.

APE Code (NAF): 111Z until January 7, 2008; 7010Z since January 8,
2008.

The Company’s bylaws are on file with K.L. Associés, Notaries in
Paris.

The telephone number is +33 (0)1 47 44 45 46 and its internet address
is total.com.

7.2.2 Summary of the Company’s corporate purpose

The direct and indirect purpose of the Company is to search for and
extract mining deposits in all countries, particularly hydrocarbons in
all forms, and to perform industrial refining, processing and trading in
said materials as well as their derivatives and by- products, as well as

all activities relating to production and distribution of all forms of
energy, as well as the chemicals sector in all of its forms and to the
rubber and health sectors. The complete details of the Company’s
corporate purpose are set forth in Article 3 of the bylaws.

7.2.3 Provisions of the bylaws governing the administration and management

bodies

7.2.3.1 Election of directors and term of ofce

7.2.3.2 Age limit of directors

Directors are elected by the Shareholders’ Meeting for a 3- year term
up to a maximum number of directors authorized by law (currently
18), subject to the legal provisions that allow the term to be extended
until the next Ordinary Shareholders’ Meeting called to approve the
financial statements for the previous fiscal year.

On the closing date of each fiscal year, the number of individual
directors over the age of 70 may not be greater than one third of the
directors in office. If this percentage is exceeded, the oldest Board
member is automatically considered to have resigned. The director
permanent representative of a legal entity must be under 70 years old.

In addition, one director representing the employee shareholders is
also elected by the Shareholders’ Meeting for a 3- year term from a
list of at least two candidates pre- selected by the employee
shareholders under the conditions provided for by the laws,
regulations and bylaws in force. However, his or her term shall expire
automatically once this Director is no longer an employee or a
shareholder. The Board of Directors may meet and conduct valid
deliberations until the date his or her replacement is named.

Furthermore, a director representing the employees is designated by
the Company’s Central Works Council (1). Where the number of
directors appointed by the Shareholders’ Meeting is greater than
12 (2), a second director representing the employees is designated by
the Company’s European Works Council. In accordance with
applicable legal provisions, the director elected by the Central Works
Council must have held an employment contract with the Company
or one of its direct or indirect subsidiaries, whose registered office is
based in mainland France, for at least two years prior to appointment.
The second director elected by the European Works Council must
have held an employment contract with the Company or one of its
direct or indirect subsidiaries for at least two years prior to
appointment. The term of office for a director representing the
employees is three years. However, the term of office ends following
the Ordinary Shareholders’ Meeting called to approve the financial
statements for the last fiscal year and held in the year during which
the said director’s term of office expires.

7.2.3.3 Age limit of the Chairman of the Board and

the Chief Executive Ofcer

The duties of the Chairman of the Board automatically cease on his
or her 70th birthday at the latest.

To hold this office, the Chief Executive Officer must be under the age
of 67. When the age limit is reached during his or her duties, such
duties automatically cease, and the Board of Directors elects a new
Chief Executive Officer. However, his or her duties as Chief Executive
Officer will continue until the date of the Board of Directors’ meeting
aimed at electing his or her successor. Subject to the age limit
specified above, the Chief Executive Officer can always be re- elected.

The age limits specified above are stipulated in the Company’s
bylaws. They were approved by the Annual Shareholders’ Meeting
held on May 16, 2014.

7.2.3.4 Minimum interest in the Company held by

directors

Each director (other than the director representing the employee
shareholders or the director representing the employees) must own
at least 1,000 shares during his or her term of office. If, however, any
director ceases to own the required number of shares, they may
adjust their position subject to the conditions set by law. The director
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.

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Articles of incorporation and bylaws; other information 7

GENERAL INFORMATION

(Fonds Commun de Placement d’Entreprise, FCPE) governed by
Article L. 214- 165 of the French Monetary and Financial Code, at
least one share or a number of units in said fund equivalent to at
least one share. The director representing the employees is not bound
to be a shareholder.

7.2.3.5 Majority rules for Board meetings

Decisions are adopted by a majority vote of the directors present or
represented. In the event of a tie vote, the person chairing the meeting
shall cast the deciding vote.

7.2.3.6 Rules of procedure and Committees of the

Board of Directors

Refer to point 4.1.2 of chapter 4 of this Registration Document.

7.2.3.7 Form of management

Management of the Company is assumed either by the Chairman of
the Board of Directors (who then holds the title of the Chairman and
Chief Executive Officer), or by another person appointed by the Board
of Directors with the title of Chief Executive Officer. It is the
responsibility of the Board of Directors to choose between these two
forms of management under the majority rules described above.

At its meeting on December 16, 2015, the Board of Directors decided
to reunify the positions of Chairman and Chief Executive Officer of
TOTAL S.A. as of December 19, 2015. Since that date, Mr. Pouyanné
has held the position of Chairman and Chief Executive Officer of
TOTAL S.A. As the Shareholders’ Meeting held on June 1, 2018
renewed Mr. Pouyanné as a director for a three- year period, the
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
portion of the corporate assets, distributions of profits and liquidation
dividend that is proportional to the number of shares issued, subject
to the laws and regulations in force, as well as the bylaws.

With the exception of double voting rights, no privilege is attached to
a specific class of shares or to a specific class of shareholders.

7.2.4.1 Double voting rights

Double voting rights, in relation to the portion of share capital they
represent, are granted to all fully paid- up registered shares held
continuously in the name of the same shareholder for at least two
years (1), and to additional registered shares allotted to a shareholder
in connection with a share capital increase by capitalization of
reserves, profits or premiums on the basis of the existing shares
which entitle the shareholder to a double voting right.

7.2.4.2 Limitation of voting rights

Article 18 of the Company’s bylaws provides that at Shareholders’
Meetings, no shareholder may cast, by himself or through his agent,
on the basis of the single voting rights attached to the shares he
holds directly or indirectly and the shares for which he holds powers,
more than 10% of the total number of voting rights attached to the
Company’s shares. In the case of double voting rights, by himself or
through his agent, this limit may be exceeded, taking only the resulting
additional voting rights into account, provided that the total voting
rights that he exercises do not exceed 20% of the total voting rights
associated with the shares in the Company.

Additionally, Article 18 of the bylaws also provides that the limitation
on voting rights no longer applies, absent any decision of the
Shareholders’ Meeting, if an individual or a legal entity acting solely
or together with one or more individuals or entities acquires at least
two thirds of the Company’s shares following a public tender offer for
all the Company’s shares. In that case, the Board of Directors
acknowledges that the limitation no longer applies and carries out
the necessary procedure to modify the Company’s bylaws
accordingly.

Once acknowledged, the fact that the limitation no longer applies is
final and applies to all Shareholders’ Meetings following the public

tender offer under which the acquisition of at least two thirds of the
overall number of shares of the Company was made possible, and
not solely to the first meeting following that public tender offer.

Since in such circumstances the limitation no longer applies, such
limitation on voting rights cannot prevent or delay any takeover of the
Company, except in case of a public tender offer where the bidder
does not acquire at least two thirds of the Company’s shares.

7.2.4.3 Fractional rights

Whenever it is necessary to own several shares in order to exercise a
right, a number of shares less than the number required does not
give the owners any right with respect to the Company; in such
case, the shareholders are responsible for aggregating the required
number of shares.

7.2.4.4 Statutory allocation of proﬁts

The Company may distribute dividends under the conditions provided
for by the French Commercial Code and the Company’s bylaws.

The net profit for the period is equal to the net income minus general
expenses and other personnel expenses, all amortization and
depreciation of the assets, as well as all provisions for commercial
and industrial contingencies.

From this profit, minus prior losses, if any, the following items are
deducted in the order indicated:

— 5% to constitute the legal reserve fund, until said fund reaches

10% of the share capital;

— the amounts set by the Shareholders’ Meeting in order to fund
reserves for which it determines the allocation or use; and

— the amounts that the Shareholders’ Meeting decides to retain.

The remainder is paid to the shareholders as dividends.

The Board of Directors may pay interim dividends.

The Shareholders’ Meeting held to approve the financial statements
for the fiscal year may decide to grant shareholders an option, for all
or part of the dividend or interim dividends, between payment of the
dividend in cash or in shares.

(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

GENERAL INFORMATION

Articles of incorporation and bylaws; other information

The Shareholders’ Meeting may decide at any time, but only based
on a proposal by the Board of Directors, to make a full or partial
distribution of the amounts in the reserve accounts, either in cash or
in Company shares.

Dividends that have not been claimed at the end of a 5- year period
are forfeited to the French State.

7.2.5 Amending shareholders’ rights

Any amendment to the bylaws must be approved or authorized by
the Shareholders’ Meeting voting with the quorum and majority

required by the laws and regulations governing Extraordinary
Shareholders’ Meetings.

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,
to the extent permitted under applicable law, to identify the holders

of securities that grant immediate or future voting rights at the
Company’s Shareholders’ Meetings.

7.2.8 Thresholds to be declared according to the bylaws

Any individual or entity who directly or indirectly acquires a percentage
of the share capital, voting rights or rights giving future access to the
share capital of the Company that is equal to or greater than 1%, or
a multiple of this percentage, is required to notify the Company within
15 days as from the crossing of each threshold, by registered mail with
return receipt requested, and declare the number of securities held.

In case the shares above these thresholds are not declared, as
specified in the preceding paragraph, any shares held in excess of,
the threshold that should have been declared will be deprived of

voting rights at Shareholders’ Meetings if, at a Shareholders’ Meeting,
the failure to make a declaration is acknowledged and if one or more
shareholders holding collectively at least 3% of the Company’s share
capital or voting rights so request at that meeting.

All individuals and entities are also required to notify the Company, in
due form and within the time limits stated above, when their direct or
indirect holdings fall below each of the thresholds mentioned in the
first paragraph.

7.2.9 Changes in the share capital

The Company’s share capital may be changed only under the
conditions stipulated by the legal and regulatory provisions in force.
No provision of the bylaws, charter, or internal regulations provide for
more stringent conditions than the law governing changes in the
Company’s share capital.

The French Commercial Code stipulates that shareholders hold, in
proportion to their number of shares, a preemptive subscription right
to shares issued for cash to increase the share capital. The
Extraordinary Shareholders’ Meeting can decide, under the conditions
provided for by law, to remove this preemptive subscription right.

246

TOTAL Registration Document 2018

Historical financial information and additional information 7

GENERAL INFORMATION

7.3 Historical ﬁnancial information and additional

information

7.3.1 2018, 2017 and 2016 Consolidated Financial Statements

The Consolidated Financial Statements of TOTAL S.A. for the years
ended December 31, 2018, 2017 and 2016 were prepared in
accordance with International Financial Reporting Standards (IFRS)

as issued by the International Accounting Standards Board (IASB)
and as adopted by the European Union.

7.3.2 Statutory ﬁnancial statements of TOTAL S.A.

The statutory financial statements of TOTAL S.A. as parent company,
for the years ended December 31, 2018, 2017 and 2016 were

prepared in accordance with applicable French accounting standards.

7.3.3 Audit of the historical ﬁnancial information

The Consolidated Financial Statements for the fiscal year 2018
presented in chapter 8 of this Registration Document were certified
by the Company’s statutory auditors. A translation into English for
information purposes only of the statutory auditors’ report on the
Consolidated Financial Statements is provided in point 8.1 of
chapter 8.

The statutory financial statements of TOTAL S.A. as parent company
for the fiscal year 2018 presented in chapter 10 of this Registration
Document were also certified by the Company’s statutory auditors.
A translation into English for information purposes only of the statutory
auditors’ report on the 2018 parent company financial statements is
provided in point 10.1 of chapter 10.

Pursuant to Article 28 of EC Regulation 809/2004 dated April 29,
2004, the following are incorporated by reference in this Registration
Document:

— the statutory and Consolidated Financial Statements for fiscal
year 2017, together with the statutory auditors’ reports on the
statutory and Consolidated Financial Statements presented on
pages 234 and 378 of the French version of the Registration
Document for fiscal year 2017 which was filed with the French
Financial Markets Authority on March 16, 2018 (and a translation
for information purposes only is reproduced on pages 234 and
378 of the English version of such Registration Document); and

— the statutory and Consolidated Financial Statements for fiscal
year 2016, together with the statutory auditors’ reports on the
statutory and Consolidated Financial Statements presented on
pages 208 and 349 of the French version of the Registration
Document for fiscal year 2016 which was filed with the French
Financial Markets Authority on March 17, 2017 (and a translation
for information purposes only is reproduced on pages 206 and
347 of the English version of such Registration Document).

7.3.4 Additional information

Financial information other than that contained in chapters 8 or 10 of
this Registration Document, in particular ratios, statistical data or
other calculated data, which are used to describe the Group or its
business performance, is not extracted from the audited financial
statements of the issuer. Except where otherwise stated, this
additional information is based on internal Company data.

Company’s statutory auditors. This additional information was
prepared by the Company based on information available to it, using
its own calculations or estimates and taking into account the U.S.
standards to which the Company is subject for this kind of information
as a result of the listing of its shares (in the form of ADRs) on the
NYSE.

In particular, the supplemental oil and gas information provided in
chapter 9 of this Registration Document is not extracted from the
audited financial statements of the issuer and was not audited by the

This Registration Document does not include profit forecasts or
estimates for the period after December 31, 2018, under the meaning
given to such terms by EC Regulation 809/2004 dated April 29, 2004.

Registration Document 2018 TOTAL

247

7 GENERAL INFORMATION

248

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL
STATEMENTS

8.1

Statutory auditors' report on the Consolidated Financial Statements

8.2 Consolidated statement of income

8.3 Consolidated statement of comprehensive income

8.4 Consolidated balance sheet

8.5 Consolidated statement of cash ﬂow

8.6 Consolidated statement of changes in shareholders’ equity

8.7 Notes to the Consolidated Financial Statements

250

254

255

256

257

258

259

Registration Document 2018 TOTAL

249

8 CONSOLIDATED FINANCIAL STATEMENTS

Statutory auditors' report on the Consolidated Financial Statements

8.1 Statutory auditors' report on the Consolidated

Financial Statements

This is a translation into English of the statutory auditors’ report on the Consolidated Financial Statements of the Company issued in French
and it is provided solely for the convenience of English- speaking users. This statutory auditors’ report includes information required by
European regulations and French law, such as information about the appointment of the statutory auditors or verification of the information
concerning the Group presented in the management report. This report should be read in conjunction with, and construed in accordance
with, French law and professional auditing standards applicable in France.

To the Annual General Meeting of TOTAL S.A.,

Opinion

In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying Consolidated
Financial Statements of TOTAL S.A. for the year ended December 31, 2018.

In our opinion, the Consolidated Financial Statements give a true and fair view of the assets and liabilities and of the financial position of the
Group as at December 31, 2018 and of the results of its operations for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union.

The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion

Audit Framework

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Consolidated
Financial Statements section of our report.

Independence

We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2018 to the date
of our report and specifically we did not provide any prohibited non- audit services referred to in Article 5 (1) of Regulation (EU) No. 537/2014
or in the French Code of Ethics (Code de déontologie) for statutory auditors.

Justification of Assessments – Key Audit Matters

In accordance with the requirements of Articles L. 823- 9 and R. 823- 7 of the French Commercial Code (Code de commerce) relating to the
justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment,
were of most significance in our audit of the Consolidated Financial Statements of the current period, as well as how we addressed those risks.

These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on specific items of the Consolidated Financial Statements.

Impairment testing of Exploration & Production segment non- current assets

Risk identiﬁed

As at December 31, 2018, the non- current assets of the Exploration
& Production segment mainly comprised property, plant and equipment,
and intangible assets.

The net carrying amount of these assets totaled 117 billion US dollars,
corresponding to 45% of the Group’s assets. They mainly include
exploration wells, mining rights, hydrocarbon production assets for
exploration and production, and goodwill allocated to Exploration &
Production segment.

The Group performs impairment tests on these assets. The testing
methods are described in Note 3.D to the Consolidated Financial
Statements.

We considered the measurement of Exploration & Production
segment non- current assets to be a key audit matter given the
materiality of these assets in the Group’s financial statements and
also because calculating their recoverable amount based on
discounted future cash flows requires the use of assumptions,
estimates and significant assessments by Management, as presented
in Note 3.D to the Consolidated Financial Statements.

Specifically, continued low prices of hydrocarbons would adversely
affect the Group’s net income and could significantly impact the
recoverable amount of Exploration & Production segment assets.

Management assesses the recoverable amount of Exploration &
Production segment property, plant and equipment and intangible
assets based on the cash- generating unit (“CGU”) that includes all
the hydrocarbon sites and industrial assets involved in the production,
processing and extraction of hydrocarbons (excluding goodwill tested

Our response

Our works consisted in:

— analyzing whether there was an indication of impairment for these

assets (except for goodwill tested at least annually);

— obtaining an understanding of the procedures used to implement
the impairment tests decided by the Executive Committee, including
the test of the recoverable amount of the Mærsk Oil goodwill;

— analyzing the valuation models used.

We also analyzed the key assumptions used to determine the
recoverable amount of the related assets:

— the hydrocarbon pricing scenarios used by the Group were
assessed based on data from reports issued by independent experts;

— we performed an independent re- calculation of the discount rate
used for future cash flows, which we reconciled with the rates
calculated by major financial analysts.

The information and assumptions used to determine the recoverable
amount were also analyzed to assess their consistency with the
budgets and forecasts prepared by Management and approved by
the Executive Committee and the Board of Directors, and during
interviews with members of the Executive Committee.

In addition, we analyzed the data underlying the future cash flows
taken into account to determine the recoverable amount of all assets
of the CGUs that are at risk of impairment:

— oil production profiles were reconciled with the probable reserves

established as part of the Group’s internal procedures;

250

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Statutory auditors' report on the Consolidated Financial Statements 8

CONSOLIDATED FINANCIAL STATEMENTS

at Exploration & Production segment level). The recoverable amount
was measured for each CGU, taking into account the economic
business environment and Executive Management’s operating plans.

— assumptions of future operating costs and capital expenditure
required to complete production assets were compared with the
budget and the long- term plan approved by Management;

The main assumptions used by Management to measure the
recoverable amount include the following (as stated in the
aforementioned Note to the Consolidated Financial Statements):

— the future price of hydrocarbons;
— the operating costs;
— the estimates of hydrocarbon reserves;
— the future production volumes and sales;
— the after-tax discount rate.

— asset- specific risks were assessed according to geographic

location and oil deposit maturity;

— we assessed the consistency of the tax rates used with

applicable tax schemes and the oil agreements in force.

Finally, we assessed the appropriateness of the information provided
in Note 3.D – “Asset impairment” to the Consolidated Financial
Statements.

Effect of estimated proved and proved developed hydrocarbon reserves on the recognition
of Exploration & Production segment assets

Risk identiﬁed

Our response

Proved reserves are the quantities of oil and gas which, by analysis
of geoscience and engineering data, can be estimated with reasonable
certainty to be commercially recoverable, before the contracts giving
the right to operate expire, unless evidence indicates that this right
renewal is reasonably certain.

Proved reserves and proved developed reserves, which are estimated
by the Group’s petroleum engineers in accordance with industry best
practice and Securities and Exchange Commission (SEC) rules (as
set forth in the Note to the Consolidated Financial Statements entitled
“Major judgments and accounting estimates”), change according to
production, and the price of hydrocarbons.

We considered the effect of estimates of proved and proved
developed hydrocarbon reserves to be a key audit matter for the
following reasons:

— these estimates are an essential part of accounting for the
Group’s oil activities, particularly with regard to recognizing
exploration expenses using the “successful efforts” method and
determining the depreciation rate for Exploration & Production
segment property, plant and equipment (outlined respectively in
Notes 7.1 and 7.2 to the Consolidated Financial Statements);

— these estimates are inherently uncertain given the geoscience
and engineering data used to determine deposit quantities. They
are also complex due to the contractual arrangements that
determine the Group’s share of the reserves.

The works performed consisted in:

— obtaining an understanding of the procedures and internal control
system implemented by the Group to determine its hydrocarbon
reserves;

— testing the qualifications of the Group’s petroleum engineers
responsible for estimating reserves, using sampling techniques;

— analyzing the changes in proved and proved developed reserves
with regard to the last fiscal year, in order to focus our work on
the period’s main changes;

— reconciling actual production with expected production;

— analyzing the assumptions used by the Group to determine the
quantities of recoverable reserves before the contracts giving the
right to operate expire, and where appropriate, examining the
reasons leading the Group to believe that the renewal of an
operating agreement is reasonably certain to estimate proved
and proved developed reserves by also taking into account gas
sales agreements;

— assessing the Group’s application of the provisions under SEC
rules, particularly with regard to the average annual reference
prices used to measure the value of proved and proved developed
reserves.

Measurement of fair value of acquired assets, liabilities and contingent liabilities in the context
of Mærsk Oil and Global LNG acquisitions

Risk identiﬁed

Our response

During the fiscal year 2018, the Group acquired:

For these two acquisitions, our works consisted mainly in:

— the shares of the Mærsk Oil entity for a purchase price of
5,741 million US dollars, transaction which resulted in the
recognition of a goodwill of 2,642 million US dollars;

— the shares of Global LNG entity for a purchase price of
1,269 million US dollars plus an additional purchase price
estimated at 550 million US dollars at the acquisition date. This
transaction resulted in the recognition of a goodwill of
2,791 million US dollars.

As presented in Note 2.2 “Major business combinations” to the
Consolidated Financial Statements, the Group is assessing the fair
value of acquired assets, liabilities and contingent liabilities on the
basis of available information.

The initial accounting for these business combinations is described
in Note 2.2 to the Consolidated Financial Statements.

We considered measurement of fair value of acquired assets, liabilities
and contingent liabilities in the context of these two acquisitions to
be a key audit matter given the significance of these transactions
and the extent of Management’s judgement in assessing this
measurement.

— obtaining an understanding of and testing the internal control
procedures implemented for business combination transactions;

— analyzing the methods applied and the key assumptions used
by the Group to assess the fair value of the identifiable assets
acquired and liabilities assumed;

— analyzing the allocation of discounted future cash flows to the

identifiable assets acquired and liabilities assumed;

— checking the arithmetic accuracy of the goodwill amount

recognized;

— and lastly, assessing the appropriateness of the information
provided in Note 2.2 “Major business combinations” to the
Consolidated Financial Statements.

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251

8 CONSOLIDATED FINANCIAL STATEMENTS

Statutory auditors' report on the Consolidated Financial Statements

Specific verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and
regulations of the information pertaining to the Group presented in the Board of Directors’ management report.

We have no matters to report as to its fair presentation and its consistency with the Consolidated Financial Statements.

We attest that the consolidated non- financial statement provided for by Article L. 225- 102- 1 of the French Commercial Code (Code de
commerce) is included in the information pertaining to the Group presented in the management report, it being specified that, in accordance
with the provisions of Article L. 823- 10 of said Code, we have verified neither the fair presentation nor the consistency with the financial
statements of the information contained in this statement which has to be subject to a report by an independent third party.

Report on Other Legal and Regulatory Requirements

Appointment of the Statutory Auditors

We were appointed as statutory auditors of TOTAL S.A. by the annual general meeting held on May 13, 1998 for KPMG S.A. (replacing
CCAS, appointed in 1986, a firm acquired by KPMG S.A. in 1997) and on May 14, 2004 for ERNST & YOUNG Audit.

As at December 31, 2018, KPMG S.A. was in its 21st year of total uninterrupted engagement and ERNST & YOUNG Audit in its 15th year of
total uninterrupted engagement.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the Consolidated Financial Statements in accordance with International
Financial Reporting Standards as adopted by the European Union and for such internal control as management determines is necessary to
enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to
liquidate the Company or to cease operations.

The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management
systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.

The Consolidated Financial Statements were approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Objectives and audit approach

Our role is to issue a report on the Consolidated Financial Statements. Our objective is to obtain reasonable assurance about whether the
Consolidated Financial Statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

As specified in Article L. 823- 10- 1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on
the viability of the Company or the quality of management of the affairs of the Company.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional
judgment throughout the audit and furthermore:

— identifies and assesses the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error,
designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate
to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

— obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;

— evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made

by management in the Consolidated Financial Statements;

— assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue
as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or
conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty
exists, there is a requirement to draw attention in the audit report to the related disclosures in the Consolidated Financial Statements or, if
such disclosures are not provided or inadequate, to modify the opinion expressed therein;

— evaluates the overall presentation of the Consolidated Financial Statements and assesses whether these statements represent the

underlying transactions and events in a manner that achieves fair presentation;

— obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to
express an opinion on the Consolidated Financial Statements. The statutory auditor is responsible for the direction, supervision and
performance of the audit of the Consolidated Financial Statements and for the opinion expressed on these Consolidated Financial
Statements.

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CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of income 8

Report to the Audit Committee

We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control regarding the accounting and
financial reporting procedures that we have identified.

Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in
the audit of the Consolidated Financial Statements of the current period and which are therefore the key audit matters that we are required to
describe in this report.

We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our
independence within the meaning of the rules applicable in France, as set out in particular in Articles L. 822- 10 to L. 822- 14 of the French
Commercial Code (Code de commerce) and in the French Code of Ethics (Code de déontologie) for statutory auditors. Where appropriate, we
discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

Paris- La Défense, March 13, 2019

The Statutory Auditors
French original signed by

KPMG Audit
A division of KPMG S.A.

ERNST & YOUNG Audit

Jacques- François Lethu
Partner

Eric Jacquet
Partner

Yvon Salaün
Partner

Céline Eydieu- Boutté
Partner

Registration Document 2018 TOTAL

253

8 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of income

8.2 Consolidated statement of income

2018

2017

2016

(Notes 3, 4, 5)

209,363

(Notes 3, 5)

(25,257)

184,106

(Note 5)

(125,816)

(27,484)

(797)

171,493

(22,394)

149,099

(99,411)

(24,966)

149,743

(21,818)

127,925

(83,377)

(24,302)

(864)

(1,264)

(Note 5)

(Note 6)

(Note 15)

(Note 6)

(Note 8)

(Note 11)

(13,992)

(16,103)

(13,523)

1,838

(1,273)

(1,933)

(188)

(2,121)

1,120

(685)

3,170

(6,516)

11,550

11,446

104

4.27

4.24

3,811

(1,034)

(1,396)

(138)

(1,534)

957

(642)

2,015

(3,029)

8,299

8,631

(332)

3.36

3.34

1,299

(1,027)

(1,108)

(1,104)

971

(636)

2,214

(970)

6,206

6,196

2.52

2.51

TOTAL

For the year ended December 31, (M$) (a)

Sales

Excise taxes

Revenues from sales

Purchases, net of inventory variation

Other operating expenses

Exploration costs

Depreciation, depletion and impairment
of tangible assets and mineral interests

Other income

Other expense

Financial interest on debt

Financial income and expense from cash & cash equivalents

Cost of net debt

Other financial income

Other financial expense

Net income (loss) from equity affiliates

Income taxes

CONSOLIDATED NET INCOME

Group share

Non-controlling interests

Earnings per share ($)

Fully-diluted earnings per share ($)

(a) Except for per share amounts.

254

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of comprehensive income

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$)

Non-current assets

Intangible assets, net

Property, plant and equipment, net

Equity affiliates: investments and loans

Other investments

Non-current financial assets

Deferred income taxes

Other non-current assets

2018

2017

2016

(Notes 4 & 7)

(Note 8)

(Note 15)

(Note 11)

(Note 6)

28,922

113,324

23,444

1,421

680

6,663

2,509

14,587

15,362

109,397

111,971

22,103

20,576

1,727

679

5,206

3,984

1,133

908

4,368

4,143

TOTAL NON-CURRENT ASSETS

176,963

157,683

158,461

TOTAL SHAREHOLDERS’ EQUITY – GROUP SHARE

(Note 9)

115,640

111,556

Current assets

Inventories, net

Accounts receivable, net

Other current assets

Current financial assets

Cash and cash equivalents

Assets classified as held for sale

TOTAL CURRENT ASSETS

TOTAL ASSETS

LIABILITIES & SHAREHOLDERS’ EQUITY

As of December 31, (M$)

Common shares

Paid-in surplus and retained earnings

Currency translation adjustment

Treasury shares

Non-controlling interests

TOTAL SHAREHOLDERS’ EQUITY

Non-current liabilities

Deferred income taxes

Employee benefits

Provisions and other non-current liabilities

Non-current financial debt

TOTAL NON-CURRENT LIABILITIES

Current liabilities

Accounts payable

Other creditors and accrued liabilities

Current borrowings

Other current financial liabilities

Liabilities directly associated with the assets classified as held for sale

TOTAL CURRENT LIABILITIES

TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY

256

TOTAL Registration Document 2018

(Note 5)

(Note 15)

(Note 2)

14,880

17,270

14,724

3,654

27,907

1,364

79,799

16,520

14,893

14,210

3,393

33,185

2,747

84,948

15,247

12,213

14,835

4,548

24,597

1,077

72,517

256,762

242,631

230,978

2018

2017

2016

8,227

120,569

(11,313)

(1,843)

7,882

7,604

112,040

105,547

(7,908)

(13,871)

(458)

(600)

98,680

2,894

2,474

2,481

118,114

114,037

101,574

(Note 11)

(Note 10)

(Note 12)

(Note 15)

(Note 5)

(Note 15)

(Note 2)

11,490

3,363

21,432

40,129

76,414

26,134

22,246

13,306

478

10,828

3,735

15,986

41,340

71,889

26,479

17,779

11,096

245

1,106

11,060

3,746

16,846

43,067

74,719

23,227

16,720

13,920

327

491

62,234

56,705

54,685

256,762

242,631

230,978

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of cash flow 8

8.5 Consolidated statement of cash ﬂow

TOTAL

For the year ended December 31, (M$)

CASH FLOW FROM OPERATING ACTIVITIES

Consolidated net income

Depreciation, depletion, amortization and impairment

Non-current liabilities, valuation allowances, and deferred taxes

(Gains) losses on disposals of assets

Undistributed affiliates’ equity earnings

(Increase) decrease in working capital

Other changes, net

2018

2017

2016

11,550

14,584

(887)

(930)

(826)

769

443

8,299

16,611

(384)

(2,598)

827

(478)

6,206

14,423

(1,559)

(263)

(643)

(1,119)

(524)

(Note 5.3)

(Note 5.5)

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

Investments in equity affiliates and other securities

Increase in non-current loans

Total expenditures

Proceeds from disposals of intangible assets and property, plant and equipment

Proceeds from disposals of subsidiaries, net of cash sold

Proceeds from disposals of non-current investments

Repayment of non-current loans

Total divestments

(3,379)

(1,108)

(618)

(800)

(1,368)

(961)

(1,123)

(180)

(1,121)

(22,185)

(16,896)

(20,530)

3,716

1,444

2,067

7,239

1,036

2,909

294

1,025

5,264

1,462

270

132

1,013

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

– Treasury shares

Dividends paid:

– Parent company shareholders

– Non-controlling interests

Issuance of perpetual subordinated notes

Payments on perpetual subordinated notes

Other transactions with non-controlling interests

Net issuance (repayment) of non-current debt

Increase (decrease) in current borrowings

(Note 9)

(Note 15)

Increase (decrease) in current financial assets and liabilities

CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Effect of exchange rates

Cash and cash equivalents at the beginning of the period

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD

(Note 15)

498

(4,328)

519

100

(4,913)

(2,643)

(2,661)

(97)

(325)

(622)

649

(3,990)

(797)

(13,925)

(4,168)

(1,110)

33,185

27,907

(141)

(276)

(4)

2,277

(7,175)

1,903

(5,540)

5,147

3,441

24,597

33,185

(93)

4,711

(133)

(104)

3,576

(3,260)

1,396

3,532

2,400

(1,072)

23,269

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

(M$)

Common shares issued

Treasury shares

Number Amount

Paid-in
surplus and
retained
earnings

Currency
translation
adjustment

Shareholders’
equity –
Group
share

Non-
controlling
interests

Total
shareolders’
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

Other comprehensive income

Comprehensive income

Dividend

Issuance of common shares

90,639,247

251

6,196

(108)

(1,752)

6,088

(1,752)

(6,512)

3,553

(163)

112

3,048,668

163

(100,331,268)

(317)

(3,505)

- 100,331,268 3,822

4,711

(203)

(98)

Purchase of treasury shares

Sale of treasury shares (a)

Share-based payments

Share cancellation

Issuance of perpetual
subordinated notes

Payments on perpetual
subordinated notes

Other operations with
non-controlling interests

Other items

6,196

(1,860)

4,336

(6,512)

3,804

112

4,711

(203)

(98)

(93)

(43)

104

6,206

(1,859)

4,347

(6,605)

3,804

112

4,711

(203)

(141)

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

Other comprehensive income

Comprehensive income

Dividend

Issuance of common shares

98,623,754

278

Purchase of treasury shares

Sale of treasury shares (a)

Share-based payments

Share cancellation

Issuance of perpetual
subordinated notes

Payments on perpetual
subordinated notes

Other operations with
non-controlling interests

8,631

718

9,349

(6,992)

4,431

(142)

151

(302)

(8)

5,963

2,211,066

142

8,631

6,681

15,312

(6,992)

4,709

151

(302)

(8)

(332)

(288)

(141)

8,299

6,725

15,024

(7,133)

4,709

151

(302)

(4)

Other items
AS OF DECEMBER 31, 2017

-
2,528,989,616

-
7,882

6
112,040

-
(7,908)

-
(8,376,756)

-
(458)

6
111,556

12
2,481

18
114,037

Net income 2018

Other comprehensive income

Comprehensive income

Dividend

Issuance of common shares

156,203,090

476

11,446

(20)

(3,405)

11,426

(3,405)

Purchase of treasury shares

Sale of treasury shares (a)

Share-based payments

Share cancellation

Issuance of perpetual
subordinated notes

Payments on perpetual
subordinated notes

Other operations with
non-controlling interests

Other items

(7,881)

8,366

(240)

294

(44,590,699)

(131)

(2,572)

(315)

(517)

(32)

11,446

(3,425)

8,021

(7,881)

8,842

(72,766,481) (4,328)

(4,328)

4,079,257

240

44,590,699 2,703

294

(315)

(517)

(32)

104

11,550

(69)

(97)

(99)

154

(3,494)

8,056

(7,978)

8,842

(4,328)

294

(315)

(616)

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

Major judgments and accounting estimates

Judgments in case of transactions not addressed by

any accounting standard or interpretation

NOTE 1 General accounting policies

NOTE 2 Changes in the Group structure

NOTE 3 Business segment information

NOTE 4

Segment Information by geographical area

NOTE 5 Main items related to operating activities

NOTE 6 Other items from operating activities

NOTE 7

Intangible and tangible assets

NOTE 8

Equity afliates, other investments and related parties

NOTE 9

Shareholders’ equity and share-based payments

NOTE 10 Payroll, staf and employee beneﬁts obligations

NOTE 11

Income taxes

NOTE 12 Provisions and other non-current liabilities

NOTE 13 Of balance sheet commitments and lease contracts

NOTE 14 Financial assets and liabilities analysis per instrument class and strategy

NOTE 15 Financial structure and ﬁnancial costs

NOTE 16 Financial instruments related to commodity contracts

NOTE 17 Post closing events

NOTE 18 Consolidation scope

260

261

263

265

276

277

282

284

288

294

304

308

310

312

317

320

336

339

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
subsidiaries (the Group) are presented in U.S. dollars and have been
prepared on the basis of IFRS (International Financial Reporting
Standards) as adopted by the European Union and IFRS as issued
by the IASB (International Accounting Standard Board) as of
December 31, 2018.

The accounting principles applied for the Consolidated Financial
Statements at December 31, 2018, were the same as those that were
used for the financial statements at December 31, 2017, with the
exception of those texts or amendments that must be applied for
periods beginning January 1, 2018.

First-time application of IFRS 15 “Revenue from
Contracts with Customers”

The Group applied IFRS 15 as of January 1, 2018, without restating
comparative information from past periods.

The cumulative effect of the first application of the standard,
recognized in equity as at January 1, 2018, is non-material.

This new standard did not lead to any substantial change in the
accounting principles applied by the Group.

Main issues analysed by the Group in order to evaluate the impacts
of the standard are related to take or pay, incoterms, excise duties,
principal vs agent considerations and variable price adjustment clause.

First time application of IFRS 9 “Financial Instruments”

The Group applied IFRS 9 as of January 1, 2018 without restating
comparative information from past periods. The cumulative effect of
the first application of the standard, recognized in equity as at
January 1, 2018, is non-material.

This new standard did not lead to any substantial change in the
accounting principles applied by the Group.

This standard has three components: classification and measurement
of financial instruments, impairment of financial assets, and hedging
transactions except macro hedging.

The main changes induced by each component are the following:

— the application of the “Classification and valuation of financial
instruments” component led the Group to create a new non-
recyclable component in its comprehensive income to record,
from January 1, 2018, changes in the fair value of investments in
equity instruments previously classified as “Available-for-sale
financial assets “under IAS 39.

Moreover the Group has reviewed the equity instruments
classification as stated in Note 8.2 to the Consolidated Financial
Statements;

— the application of the “Impairment of financial assets” component
has changed the Group’s accounting for impairment losses for
financial assets. IAS 39’s incurred loss approach has been
replaced by a forward-looking expected credit loss (ECL)
approach. For trade receivables, the Group assessed the expected
losses based on loss rates historically recorded. This analyze
had no significant impact for the Group on January 1, 2018;

— the application of the “Hedging transactions” component led the
Group to retrospectively recognize in a separate component of
the comprehensive income the variation of foreign currency basis
spread identified in the hedging relationships qualifying as a fair
value hedge.

The application of the provisions of IFRS 9 “Financial Instruments”
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
for the closing as of December 31, 2018 requires the Executive
Management to make estimates, assumptions and judgments that
affect the information reported in the Consolidated Financial Statements
and the notes thereto.

These estimates, assumptions and judgments are based on historical
experience and other factors believed to be reasonable at the date
of preparation of the financial statements. They are reviewed on an
on-going basis by management and therefore could be revised as
circumstances change or as a result of new information.

Different estimates, assumptions and judgments could significantly
affect the information reported, and actual results may differ from
the amounts included in the Consolidated Financial Statements and
the notes thereto.

The following summary provides further information about the key
estimates, assumptions and judgments that are involved in preparing,
the Consolidated Financial Statements and the notes thereto. It should
be read in conjunction with the sections of the notes mentioned in
the summary.

Estimation of hydrocarbon reserves

The estimation of oil and gas reserves is a key factor in the Successful
Efforts method used by the Group to account for its oil and gas
activities.

The Group’s oil and gas reserves are estimated by the Group’s
petroleum engineers in accordance with industry standards and SEC
(U.S. Securities and Exchange Commission) regulations.

Proved oil and gas reserves are those quantities of oil and gas, which,
by analysis of geosciences and engineering data, can be determined
with reasonable certainty to be recoverable (from a given date forward,
from known reservoirs, and under existing economic conditions,
operating methods, and government regulations), prior to the time at
which contracts providing the rights to operate expire, unless evidence
indicates that renewal is reasonably certain, regardless of whether
deterministic or probabilistic methods are used for the estimation.

Proved oil and gas reserves are calculated using a 12-month average
price determined as the unweighted arithmetic average of the
first-day-of-the-month price for each month of the relevant year
unless prices are defined by contractual arrangements, excluding
escalations based upon future conditions. The Group reassesses its
oil and gas reserves at least once a year on all its properties.

The Successful Efforts method and the mineral interests and property
and equipment of exploration and production are presented in Note 7
“Intangible and tangible assets”.

Impairment of assets

As part of the determination of the recoverable value of assets for
impairment (IAS36), the estimates, assumptions and judgments mainly
concern hydrocarbon prices scenarios, operating costs, production
volumes and oil and gas proved reserves, refining margins and
product marketing conditions (mainly petroleum, petrochemical and
chemical products as well as solar industry products). The estimates
and assumptions used by the Executive Management are determined
in specialized internal departments in light of economic conditions
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 8

Note 1

Employee benefits

The discount rate is reviewed annually.

The benefit obligations and plan assets can be subject to significant
volatility due in part to changes in market values and actuarial
assumptions. These assumptions vary between different pension plans
and thus take into account local conditions. They are determined
following a formal process involving expertise and Group internal
judgments, in financial and actuarial terms, and also in consultation
with actuaries and independent experts.

The assumptions for each plan are reviewed annually and adjusted if
necessary to reflect changes from the experience and actuarial
advice. The discount rate is reviewed quarterly.

Payroll, staff and employee benefits obligations and the method
applied are described in Note 10 “Payroll, staff and employee benefits
obligations”.

Asset retirement obligations

Asset retirement obligations, which result from a legal or constructive
obligation, are recognized based on a reasonable estimate in the
period in which the obligation arises.

This estimate is based on information available in terms of costs
and work program. It is regularly reviewed to take into account the
changes in laws and regulations, the estimates of reserves and
production, the analysis of site conditions and technologies.

Asset retirement obligations and the method used are described in
Note 12 “Provisions and other non-current liabilities”.

Income Taxes

A tax liability is recognized when a future payment, in application of
a tax regulation, is considered probable and can be reasonably
estimated. The exercise of judgment is required to assess the impact
of new events on the amount of the liability.

Deferred tax assets are recognized in the accounts to the extent that
their recovery is considered probable. The amount of these assets is
determined based on taxable profits existing at the closing date and
future taxable profits which estimation is inherently uncertain and
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
including changes in estimates of future taxable profits and the
deadlines for their use.

In addition, these tax positions may depend on interpretations of tax
laws and regulations in the countries where the Group operates.
These interpretations may have uncertain nature. Depending on the
circumstances, they are final only after negotiations or resolution of
disputes with authorities that can last several years.

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
is not addressed by any accounting standard or interpretation, the
management applies its judgment to define and apply accounting

policies that provide information consistent with the general IFRS
concepts: faithful representation, relevance and materiality.

NOTE 1 General accounting policies

1.1 Accounting policies

A) Principles of consolidation

Entities that are directly controlled by the parent company or indirectly
controlled by other consolidated entities are fully consolidated.

Investments in joint ventures are consolidated under the equity
method. The Group accounts for joint operations by recognizing its
share of assets, liabilities, income and expenses.

Investments in associates, in which the Group has significant influence,
are accounted for by the equity method. Significant influence is
presumed when the Group holds, directly or indirectly (e.g., through
subsidiaries), 20% or more of the voting rights. Companies in which
ownership interest is less than 20%, but over which the Company is
deemed to exercise significant influence, are also accounted for by
the equity method.

All internal balances, transactions and income are eliminated.

B) Business combinations

Business combinations are accounted for using the acquisition
method. This method requires the recognition of the acquired
identifiable assets and assumed liabilities of the companies acquired
by the Group at their fair value.

The value of the purchase price is finalized up to a maximum of one
year from the acquisition date.

The acquirer shall recognize goodwill at the acquisition date, being
the excess of:

— the consideration transferred, the amount of non-controlling
interests and, in business combinations achieved in stages, the
fair value at the acquisition date of the investment previously
held in the acquired company;

— over the fair value at the acquisition date of acquired identifiable

assets and assumed liabilities.

If the consideration transferred is lower than the fair value of acquired
identifiable assets and assumed liabilities, an additional analysis
is performed on the identification and valuation of the identifiable
elements of the assets and liabilities. After having completed such
additional analysis, any badwill is recorded as income.

Non-controlling interests are measured either at their proportionate
share in the net assets of the acquired company or at fair value.

In transactions with non-controlling interests, the difference between
the price paid (received) and the book value of non-controlling
interests acquired (sold) is recognized directly in equity.

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

The presentation currency of the Group’s Consolidated Financial
Statements is the US dollar. However the functional currency of
the parent company is the euro. The resulting currency translation
adjustments are presented on the line “currency translation adjustment
generated by the parent company” of the consolidated statement
of comprehensive income, within “items not potentially reclassifiable
to profit and loss”. In the balance sheet, they are recorded in
“currency translation adjustment”.

The financial statements of subsidiaries are prepared in the currency
that most clearly reflects their business environment. This is referred
to as their functional currency.

Since 1st July 2018, Argentina is considered to be hyperinflationary.
IAS 29 “Financial Reporting in Hyperinflationary Economies” is
applicable to entities whose functional currency is the Argentine peso.
The functional currency of the Argentine Exploration & Production
subsidiary is the US dollar, therefore IAS 29 has no incidence on
the Group accounts. Net asset of the other business segments is
not significant.

(i) Monetary transactions
Transactions denominated in currencies other than the functional
currency of the entity are translated at the exchange rate on the
transaction date. At each balance sheet date, monetary assets and
liabilities are translated at the closing rate and the resulting exchange
differences are recognized in the statement of income.

(ii) Translation of financial statements
Assets and liabilities of entities denominated in currencies other than
dollar are translated into dollar on the basis of the exchange rates
at the end of the period. The income and cash flow statements are
translated using the average exchange rates for the period. Foreign
exchange differences resulting from such translations are either
recorded in shareholders’ equity under “Currency translation
adjustments” (for the Group share) or under “Non-controlling interests”
(for the share of non-controlling interests) as deemed appropriate.

in the future

The standards or interpretations published respectively by the
International Accounting Standards Board (IASB) and the International
Financial Reporting Standards Interpretations Committee (IFRS IC)
which were not yet in effect at December 31, 2018, are as follows:

Standards adopted by the European Union at December 31, 2018

— IFRS 16 “Leases” applicable as of January 1, 2019. As regards
the first application of this standard, the Group intends to:

– apply the simplified retrospective transition method, by
accounting for the cumulative effect of the initial application of
the standard at the date of first application, without restating
the comparative periods;

– use the following simplification measures provided by the

standard in the transitional provisions:
- not apply the standard to contracts that the Group had not
previously identified as containing a lease under IAS 17 and
IFRIC 4,

- not take into account leases whose term ends within 12 months

of the date of first application;

– recognize each lease component of the lease as a separate
lease, apart from non-lease components (services) of the lease.

The expected impact of the application of this standard
on January 1, 2019 on the Group’s debt is between $5 and
$6 billion.

— IFRIC 23 interpretation “uncertainty over income tax treatments”
applicable as of January 1, 2019 which refers to any situation of
uncertainty regarding the acceptability of a tax treatment on
income tax. An analysis of these situations is underway within
the Group to assess the impacts of applying this interpretation.
The expected impacts are not significant.

262

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 2

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:

Exploration & Production

— On January 15, 2018, as part of the Strategic Alliance signed
in March 2017, TOTAL announced the conclusion of transfer
agreements from Petrobras to TOTAL:
– 35% of the rights, as well as the role of operator in the Lapa

field,

– 22.5% of the rights of the Iara area.

The details of the acquisition are presented in Note 2.2 to the
Consolidated Financial Statements.

— On March 1, 2018, TOTAL finalized the acquisition of Marathon
Oil Libya Limited which holds a 16.33% stake in the Waha
Concessions in Libya.

The details of the acquisition are presented in Note 2.2 to the
Consolidated Financial Statements.

— On March 8, 2018, TOTAL announced the closing of the Maersk
Oil acquisition signed on August 21, 2017. The integration of
Maersk Oil, which holds a portfolio of high quality assets, largely
complementary to those held by TOTAL, and mainly located in
OECD countries, allows the Group to become the second largest
operator in the North Sea.

The details of the acquisition are presented in Note 2.2 to the
Consolidated Financial Statements.

ACCOUNTING POLICIES

In accordance with IFRS 3 “Business combinations”, TOTAL is
assessing the fair value of identifiable acquired assets, liabilities
and contingent liabilities on the basis of available information.
This assessment will be finalised within 12 months following
the acquisition date.

Exploration & Production

Transfer of rights in the Lapa and Iara concessions in Brazil

In January 2018 Petrobras transferred to TOTAL 35% of the rights of
the Lapa field which was put in production in December 2016, with
a 100,000 barrel per day capacity Floating Production, Storage and
Offloading vessel (FPSO).

Petrobras also transferred to TOTAL 22.5% of the rights of the Iara
area in which production tests were performed in 2018.

The acquisition cost amounts to $1,950 million.

In the balance sheet as of December 31, 2018, the fair value of
identifiable acquired assets, liabilities and contingent liabilities amounts
to $1,950 million.

The purchase price allocation is shown below:

(M$)

At the acquisition date

— On March 15, 2018, TOTAL finalized the sale to Statoil of all of
its interests in the Martin Linge field (51%) and the discovery
of Garantiana (40%) on the Norwegian Continental Shelf.

Intangible assets

Tangible assets

— On March 18, 2018, TOTAL was granted participating interests
in two Offshore Concessions on Umm Shaif & Nasr (20%) and
Lower Zakum (5%) in Abu Dhabi.

— On April 11, 2018, TOTAL acquired several assets located in
the Gulf of Mexico as part of the Cobalt International Energy
Company’s bankruptcy auction sale.

Other assets and liabilities

Net debt

Fair value of consideration transferred

Marathon Oil Libya Limited

1,054

1,509

(126)

(487)

1,950

Marketing & Services

— In January, 2018, the sale of the joint venture TotalErg (Erg 51%,

TOTAL 49%) to the Italian company API was finalized.

— On November 22, 2018, TOTAL has entered into an agreement
with Brazilian company Grupo Zema to acquire its fuel distribution
company Zema Petróleo, its reseller and retailer arm Zema Diesel
as well as its importation company Zema Importacao.

Gas, Renewables & Power

— On July 6, 2018, TOTAL acquired 73.04% of the share capital of
Direct Énergie. Subsequent to a public tender offer launched in
July 2018, TOTAL owns 100% of Direct Énergie shares.

The details of the acquisition are presented in Note 2.2 to the
Consolidated Financial Statements.

On March 1, 2018, TOTAL finalized the acquisition of Marathon Oil
Libya Limited which holds a 16.33% stake in the Waha Concessions
in Libya. The acquisition cost amounts to $451 million.

In the balance sheet as of December 31, 2018, the fair value of
identifiable acquired assets, liabilities and contingent liabilities
amounts to $451 million.

The purchase price allocation is shown below:

(M$)

Intangible assets

Tangible assets

Other assets and liabilities

Net debt

Fair value of consideration transferred

At the acquisition date

485

(69)

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
Consolidated Financial Statements.

— On September 26, 2018, TOTAL finalized the acquisition of two
gas-fired combined cycle power plants (CCGT) in the North and
East of France to KKR-Energas.

On March 8, 2018, TOTAL finalized the acquisition of Maersk Oil,
following the signature of the “Share Transfer Agreement” on
August 21, 2017.

The Group acquired all the voting rights of Maersk Olie og Gas A / S
(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

Engie’s Upstream LNG Business

On July 13, 2018, the Group acquired 100% shares of Global LNG,
a company which holds Engie’s portfolio of upstream liquefied natural
gas (LNG) assets for a purchase price of $1,269 million, plus an
additional purchase price of $550 million estimated at the acquisition
date. TOTAL recorded a preliminary goodwill for an amount of
$2,791 million. It reflects the value created for TOTAL of the size
change and acquired flexibility in the GNL growing market. Being
provisional this goodwill has not yet been allocated to a Cash-
Generated Unit (CGU).

The purchase price allocation is shown below:

(M$)

Goodwill

Intangible assets

Tangible assets

Other assets and liabilities

Net debt

Fair value of consideration transferred

2.3 Divestment projects

At the acquisition date

2,791

163

(1,007)

(135)

1,819

ACCOUNTING POLICIES

Pursuant to IFRS 5 “Non-current assets held for sale and
discontinued operations”, assets and liabilities of affiliates that
are held for sale are presented separately on the face of the
balance sheet. Depreciation of assets ceases from the date of
classification in “Non-current assets held for sale”.

Exploration & Production

— On December 13, 2018, TOTAL announced the signing of an
agreement to divest a 4% interest in the Ichthys liquefied natural
gas (LNG) project in Australia to operating partner INPEX for an
overall consideration of $1.6 billion. The transaction, which is
subject to Australian regulatory approvals, will reduce Total’s
interest in the asset to 26%. At December 31, 2018, the assets
and liabilities have been respectively classified in the consolidated
balance sheet in “assets classified as held for sale” for an amount
of $1,077 million and “liabilities directly associated with the assets
classified as held for sale” for an amount of $41 million. The assets
concerned mainly include tangible assets.

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
identifiable acquired assets, liabilities and contingent liabilities amounts
to $3,099 million.

The Group recognized a $2,642 million goodwill. It reflects the value
of expected synergies. This goodwill was allocated to the
Exploration & Production segment.

The purchase price allocation is shown below:

(M$)

Goodwill

Intangible assets

Tangible assets

Other assets and liabilities

Including provision for site restitution

Including deferred tax

Net debt

Fair value of consideration transferred

Gas, Renewables & Power

Direct Énergie

At the acquisition date

2,642

4,166

3,983

(3,126)

(2,003)

(657)

(1,924)

5,741

On July 6, 2018, TOTAL acquired a 73.04% majority stake of the
share capital of Direct Énergie.

Upon completion of the public tender offer launched in July 2018,
the Group holds 100% of its share capital. The acquisition cost of
this interest totals €1,956 million ($2,297 million).

The acquisition was carried out in two steps:

— 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
goodwill for an amount of €1,093 million ($1,282 million). This
goodwill reflects the value created for TOTAL by the size increase
in the gas and power value chain and its associated synergies.
Being provisional this goodwill has not yet been allocated to a
Cash-Generated Unit (CGU);

— in the second step TOTAL completed a transaction with the

minority shareholders for an amount of €557 million.

The purchase price allocation is shown below:

At the acquisition date

1,282

287

1,259

(14)

(1,042)

(132)

1,640

(M$)

Goodwill

Intangible assets

Tangible assets

Other assets and liabilities

Net debt

Net assets attributable to non-controlling interests

Fair value of consideration transferred

264

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 3

NOTE 3 Business segment information

Description of the business segments

Financial information by business segment is reported in accordance
with the internal reporting system and shows internal segment
information that is used to manage and measure the performance
of TOTAL and which is reviewed by the main operational decision-
making body of the Group, namely the Executive Committee.

The operational profit and assets are broken down by business
segment prior to the consolidation and inter-segment adjustments.

Sales prices between business segments approximate market prices.

The organization of the Group’s activities is structured around the
four followings segments:

— an Exploration & Production segment;

(iii) Adjusted income
Operating income, net operating income, or net income excluding
the effect of adjustment items described below.

(iv) Capital employed
Non-current assets and working capital, at replacement cost, net of
deferred income taxes and non-current liabilities.

(v) ROACE (Return On Average Capital Employed)
Ratio of adjusted net operating income to average capital employed
between the beginning and the end of the period.

Performance indicators excluding the adjustment items, such as
adjusted incomes and ROACE are meant to facilitate the analysis of
the financial performance and the comparison of income between
periods.

— a Gas, Renewables & Power segment including downstream
Gas activities, New Energies activities (excluding biotechnologies)
and Energy Efficiency division;

Adjustment items

Adjustment items include:

— a Refining & Chemicals segment constituting a major industrial
hub comprising the activities of refining, petrochemicals and
specialty chemicals. This segment also includes the activities
of oil Supply, Trading and marine Shipping;

— a Marketing & Services segment including the global activities
of supply and marketing in the field of petroleum products.

In addition the Corporate segment includes holdings operating and
financial activities.

Certain figures for the year 2016 have been restated in order to reflect
the new organization with four business segments implemented
in 2017.

Definition of the indicators

(i) Operating income (measure used

to evaluate operating performance)

Revenue from sales after deducting cost of goods sold and inventory
variations, other operating expenses, exploration expenses and
depreciation, depletion, and impairment of tangible assets and
mineral interests.

Operating income excludes the amortization of intangible assets other
than mineral interests, currency translation adjustments and gains
or losses on the disposal of assets.

(ii) Net operating income (measure used

to evaluate the return on capital employed)

Operating income after taking into account the amortization of
intangible assets other than mineral interests, currency translation
adjustments, gains or losses on the disposal of assets, as well as all
other income and expenses related to capital employed (dividends
from non-consolidated companies, equity in income of affiliates,
capitalized interest expenses…), and after income taxes applicable
to the above.

The only income and expense not included in net operating income
but included in net income Group share are interest expenses related
to net financial debt, after applicable income taxes (net cost of net
debt) and non-controlling interests.

(i) Special items
Due to their unusual nature or particular significance, certain
transactions qualified as “special items” are excluded from the
business segment figures. In general, special items relate to
transactions that are significant, infrequent or unusual. However, in
certain instances, transactions such as restructuring costs or assets
disposals, which are not considered to be representative of the
normal course of business, may be qualified as special items although
they may have occurred within prior years or are likely to occur again
within the coming years.

(ii) The inventory valuation effect
The adjusted results of the Refining & Chemicals and Marketing &
Services segments are presented according to the replacement cost
method. This method is used to assess the segments’ performance
and facilitate the comparability of the segments’ performance with
those of its main competitors.

In the replacement cost method, which approximates the LIFO
(Last-In, First-Out) method, the variation of inventory values in the
statement of income is, depending on the nature of the inventory,
determined using either the month-end prices differential between
one period and another or the average prices of the period rather
than the historical value. The inventory valuation effect is the difference
between the results according to the FIFO (First-In, First-Out) and
the replacement cost methods.

(iii) Effect of changes in fair value
The effect of changes in fair value presented as adjustment items
reflects for some transactions differences between internal measure
of performance used by TOTAL’s management and the accounting
for these transactions under IFRS.

IFRS requires that trading inventories be recorded at their fair value
using period end spot prices. In order to best reflect the management
of economic exposure through derivative transactions, internal
indicators used to measure performance include valuations of trading
inventories based on forward prices.

Furthermore, TOTAL, in its trading activities, enters into storage
contracts, which future effects are recorded at fair value in 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
December 31, 2018
(M$)

Non-Group sales

Intersegment sales

Excise taxes

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &
Services Corporate Intercompany

Total

10,989 16,136 92,025 90,206

31,173

1,889 35,462

979

209,363

(69,567)

- - (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

OPERATING INCOME

Net income (loss) from equity affiliates
and other items

Tax on net operating income

NET OPERATING INCOME

Net cost of net debt

Non-controlling interests

NET INCOME – GROUP SHARE

(11,288)

12,570

2,686

(6,068)

9,188

(731)

(140)

318

(173)

(1,222)

2,513

782

(445)

5 2,850

(709)

1,841

(42)

(767)

307

(532)

1,616

375

(315)

(13,992)

- 16,017

4,170

(6,843)

- 13,344

(1,794)

(104)

11,446

For the year ended
December 31, 2018 (adjustments) (a)
(M$)

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &
Services Corporate Intercompany

Non-Group sales

Intersegment sales

Excise taxes

REVENUES FROM SALES

Operating expenses

Depreciation, depletion and impairment
of tangible assets and mineral interests

OPERATING INCOME (b)

Net income (loss) from equity affiliates
and other items

Tax on net operating income

NET OPERATING INCOME (b)

Net cost of net debt

Non-controlling interests

NET INCOME – GROUP SHARE

- -

(199)

(1,256)

(1,455)

(335)

768

(1,022)

(237)

(516)

(697)

(40)

(14)

(751)

Total

- -

(616)

(2)

(618)

(116)

205

(529)

(45)

(5)

(36)

(9)

- (1,106)

- (1,774)

(2,824)

- -

(496)

973

(9)

(2,347)

(67)

301

(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
On net operating income

-
-

(589)
(413)

(6)
(5)

-
-

266

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 3

For the year ended
December 31, 2018 (adjusted)
(M$)

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &

Services Corporate Intercompany

Total

Non-Group sales

Intersegment sales

Excise taxes

10,989

31,173

16,080

92,025

90,206

1,889

35,462

979

(3,359) (21,898)

REVENUES FROM SALES

42,162

17,969

124,128

69,287

209,307

(69,567)

(25,257)

(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

ADJUSTED OPERATING INCOME

Net income (loss) from equity affiliates
and other items

Tax on net operating income

(10,032)

14,025

3,021

(6,836)

ADJUSTED NET OPERATING INCOME

10,210

Net cost of net debt

Non-controlling interests

ADJUSTED NET INCOME – GROUP SHARE

(215)

557

358

(159)

756

(1,220)

3,131

898

(650)

(709)

1,886

312

(546)

(42)

(758)

375

3,379

1,652

(306)

(12,218)

18,841

4,666

(7,816)

15,691

(1,727)

(405)

13,559

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &

Services Corporate Intercompany

Total

For the year ended
December 31, 2018
(M$)

Total expenditures

Total divestments

Cash flow from operating activities (*)

Balance sheet as
of December 31, 2018

Property, plant and equipment,
intangible assets, net

Investments & loans in equity affiliates

Other non-current assets

Working capital

15,282

4,952

19,803

3,539

1,781

931

(670)

919

4,308

1,458

428

125

2,759

(1,497)

116,518

17,201

6,258

1,652

8,502

1,902

1,636

679

10,493

3,910

663

6,343

431

1,155

390

881

194

(4,064)

Provisions and other non-current liabilities

(27,780)

(3,550)

(3,615)

(1,465)

Assets and liabilities classified as held for sale

1,036

151

125

CAPITAL EMPLOYED (BALANCE SHEET)

114,885

9,261

11,634

6,658

(2,668)

Less inventory valuation effect

(1,035)

(216)

CAPITAL EMPLOYED
(BUSINESS SEGMENT INFORMATION)

114,885

9,261

10,599

6,442

(2,668)

ROACE as a percentage

11%

31%

25%

22,185

7,239

24,703

142,246

23,444

10,593

(1,507)

(36,285)

1,279

139,770

(1,251)

138,519

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.

Registration Document 2018 TOTAL

267

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 3

For the year ended
December 31, 2017
(M$)

Non-Group sales

Intersegment sales

Excise taxes

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &

Services Corporate Intercompany

Total

8,477

12,854

75,505

74,634

22,837

1,180

26,844

857

(3,008) (19,386)

374

397

171,493

(52,092)

(22,394)

(52,092)

149,099

REVENUES FROM SALES

31,314

14,034

99,341

56,105

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

OPERATING INCOME

Net income (loss) from equity affiliates
and other items

Tax on net operating income

NET OPERATING INCOME

Net cost of net debt

Non-controlling interests

NET INCOME – GROUP SHARE

(13,850)

2,792

1,546

(2,233)

2,105

(482)

(276)

(140)

(385)

(1,074)

4,170

2,979

(944)

6,205

(657)

1,819

497

(561)

(40)

(750)

540

1,755

(156)

(16,103)

7,755

5,107

(3,338)

9,524

(1,225)

332

8,631

For the year ended
December 31, 2017 (adjustments) (a)
(M$)

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &

Services Corporate Intercompany

Total

Non-Group sales

Intersegment sales

Excise taxes

REVENUES FROM SALES

Operating expenses

Depreciation, depletion and impairment
of tangible assets and mineral interests

OPERATING INCOME (b)

Net income (loss) from equity affiliates
and other items

Tax on net operating income

NET OPERATING INCOME (b)

Net cost of net debt

Non-controlling interests

NET INCOME – GROUP SHARE

(119)

(4,308)

(4,427)

(328)

875

(3,880)

(20)

(389)

(291)

(700)

(116)

(54)

(870)

167

(53)

114

2,177

124

2,415

(11)

(10)

(21)

102

(2)

(64)

(114)

(178)

(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
On net operating income

-
-

344
298

13
(3)

-
-

(20)

(416)

(4,662)

(5,098)

1,835

829

(2,434)

(29)

516

(1,947)

268

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 3

For the year ended
December 31, 2017 (adjusted)
(M$)

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &
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

Non-controlling interests

AJUSTED NET INCOME – GROUP SHARE

(1,196)

(184)

10,578

For the year ended
December 31, 2017
(M$)

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &
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%

(*) 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.

Registration Document 2018 TOTAL

269

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 3

For the year ended
December 31, 2016
(M$)

Non-Group sales

Intersegment sales

Excise taxes

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &

Services Corporate Intercompany

Total

7,629

10,124

65,632

66,351

17,759

1,009

21,467

744

(3,544) (18,274)

307

314

149,743

(41,286)

(21,818)

(41,286)

127,925

REVENUES FROM SALES

25,388

11,133

83,555

48,821

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

OPERATING INCOME

Net income (loss) from equity affiliates
and other items

Tax on net operating income

NET OPERATING INCOME

Net cost of net debt

Non-controlling interests

NET INCOME – GROUP SHARE

(11,583)

(431)

1,375

401

1,345

(301)

(161)

(4)

(94)

(1,002)

4,991

779

(1,244)

4,526

(600)

1,789

170

(541)

1,418

(37)

(729)

426

164

(139)

(13,523)

5,459

2,821

(1,224)

7,056

(850)

(10)

6,196

For the year ended
December 31, 2016 (adjustments) (a)
(M$)

Exploration &
Production

Gas,
Renewables
& Power

Reﬁning &
Chemicals

Marketing &

Services Corporate Intercompany

Total

Non-Group sales

Intersegment sales

Excise taxes

REVENUES FROM SALES

Operating expenses

Depreciation, depletion and impairment
of tangible assets and mineral interests

OPERATING INCOME (b)

Net income (loss) from equity affiliates
and other items

Tax on net operating income

NET OPERATING INCOME (b)

Net cost of net debt

Non-controlling interests

NET INCOME – GROUP SHARE

(691)

(2,089)

(2,780)

(200)

1,108

(1,872)

(231)

(79)

(139)

(449)

(135)

(533)

625

(136)

625

(93)

(201)

331

(1)

(137)

(40)

(141)

(4)

(3)

(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
On net operating income

-
-

695
500

(43)
(13)

-
-

(231)

(281)

(2,229)

(2,741)

(472)

995

(2,218)

(23)

150

(2,091)

270

TOTAL Registration Document 2018

For the year ended
December 31, 2016 (adjusted)
(M$)

Gas,
Renewables
& Power

Exploration &
Production

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 3

Reﬁning &
Chemicals

Marketing &
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
December 31, 2016
(M$)

Gas,
Exploration &
Production

Renewables
& Power

Reﬁning &
Chemicals

Marketing &
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.

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:

For the year ended December 31, 2018
(M$)

Adjusted

Adjustments (a)

Consolidated
statement of
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.

For the year ended December 31, 2017
(M$)

Adjusted

Adjustments (a)

Consolidated
statement of
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

For the year ended December 31, 2016
(M$)

Adjusted

Adjustments (a)

Consolidated
statement of
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
charges” of the non-current assets amounting to $(1,774) million in
operating income and $(1,595) million in net income Group share.

Impairment testing methodology and asset impairment charges
recorded during the year are detailed in the paragraph D of Note 3.

Adjustments to operating income

For the year ended
December 31, 2018
(M$)

Gas,
Renewables
Exploration &
Production
& Power

Reﬁning &
Chemicals

Marketing &
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)

Adjustments to net income, Group share

For the year ended
December 31, 2018
(M$)

Gas,
Exploration &
Production

Renewables
& Power

Reﬁning &
Chemicals

Marketing &
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
December 31, 2017
(M$)

Gas,
Renewables
Exploration &
Production
& Power

Reﬁning &
Chemicals

Marketing &
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
December 31, 2017
(M$)

Gas,
Exploration &
Production

Renewables
& Power

Reﬁning &
Chemicals

Marketing &
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
December 31, 2016
(M$)

Gas,

Exploration &
Production

Renewables
& Power

Reﬁning &
Chemicals

Marketing &
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
December 31, 2016
(M$)

Gas,
Exploration &
Production

Renewables
& Power

Reﬁning &
Chemicals

Marketing &
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 8

Note 3

D) Asset impairment

ACCOUNTING PRINCIPLES

The recoverable amounts of intangible assets and property, plant
and equipment are tested for impairment as soon as any indication
of impairment exists. This test is performed at least annually for
goodwill.

The recoverable amount is the higher of the fair value (less costs
to sell) or its value in use.

Assets are grouped into cash-generating units (or CGUs) and
tested. A CGU is a homogeneous set of assets that generates
cash inflows that are largely independent of the cash inflows from
other groups of assets.

The value in use of a CGU is determined by reference to the
discounted expected future cash flows of these assets, based

upon Management’s expectation of future economic and operating
conditions. When this value is less than the carrying amount
of the CGU, an impairment loss is recorded. This loss is allocated
first to goodwill with a corresponding amount in “Other expenses”.
Any further losses are then allocated to property, plant and mineral
interests with a corresponding amount in “Depreciation, depletion
and impairment of tangible assets and mineral interests” and
to other intangible assets with a corresponding amount in “Other
expenses”.

Impairment losses recognized in prior periods can be reversed up
to the original carrying amount, had the impairment loss not been
recognized. Impairment losses recognized for goodwill cannot be
reversed.

For the financial year 2018, asset impairments were recorded for an
amount of $1,774 million in operating income and $1,595 million in
net income, Group share. These impairments were qualified as
adjustment items of the operating income and net income, Group
share.

Impairments relate to certain cash-generating units (CGUs) for which
indicators of impairment have been identified, due to changes in
operating conditions or the economic environment of the activities
concerned.

The principles applied are as follows:

— the future cash flows were determined using the assumptions
included in the 2019 budget and in the long-term plan of the
Group approved by the Group Executive Committee and the
Board of Directors. These assumptions, including in particular
future prices of products, operational costs, estimation of oil and
gas reserves, future volumes produced and marketed, represent
the best estimate of the Group management of all economic and
technical conditions over the remaining life of the assets;

— the Group, notably relying on data on global energy demand
from the “World Energy Outlook” issued by IEA since 2016 and
on its own supply assessments, determines the oil & gas prices
scenarios based on assumptions about the evolution of core
indicators of the Upstream activity (demand for oil & gas products
in different markets, investment forecasts, decline in production
fields, changes in oil & gas reserves and supply by area and
by nature of oil & gas products), of the Downstream activity
(changes in refining capacity and demand for petroleum products)
and by integrating challenges raised by the climate.

These price scenarios, first prepared within the Strategy and
Climate Division, are also reviewed by the Group segments which
bring their own expertise. They also integrate studies issued by
international agencies, banks and independent consultants. They
are then approved by the Executive Committee and the Board of
Directors.

The IEA 2018 World Energy Outlook anticipates three scenarios
(New Policies Scenario (NPS), Current Policies Scenario (CPS)
and Sustainable Development Scenario (SDS)). Among these
scenarios, the NPS (central scenario of the IEA) and the SDS are
important references for the Group.

The NPS takes into account the measures already implemented
by the countries in the energy field as well as the effects of the
policies announced by the Governments (including the Nationally
Determined Contributions – NDC – of
the Paris Climate
Agreement). The SDS takes into account the necessary
measures to achieve the energy-related goals set in the “2030
Agenda for Sustainable Development” adopted in 2015 by the
UN members.

The NPS sees a significant increase in oil and gas demand until
2025 and then a slower growth until 2040 (despite a significant
penetration of electric vehicles and, above all, significant efficiency
gains). The SDS sees a decline in demand in the first half of the
2020s for oil and a stabilization after 2030 for gas due to the
substitution efforts and an accelerated diffusion of efficiency
gains.

In this context, given the need for the industry to make very
substantial investments to cope with the natural decline of the
fields and meet the oil demand predicted by these scenarios
over the next 20 years:

– The crude oil price level considered to determine the
recoverable value of CGUs amounts to 60 dollars per barrel
of Brent in 2019-2020. This price rises to reach 80 dollars in
2021 and inflates after 2024.

– For gas, the price level considered to determine the
recoverable value of concerned CGUs for 2019 amounts to
$5.5 per million BTU for the NBP price (Europe). It reaches $7
per million BTU in 2021, and will inflate after 2024;

— the future operational costs were determined by taking into
account the existing technologies, the fluctuation of prices for
petroleum services in line with market developments and the
internal cost reduction programs effectively implemented;

— the future cash flows are estimated over a period consistent with
the life of the assets of the CGUs. They are prepared post-tax
and take into account specific risks related to the CGUs’ assets.
They are discounted using a 7% post-tax discount rate, this rate
being the weighted-average cost of capital estimated from
historical market data. This rate was 7% in 2017 and 2016. The
value in use calculated by discounting the above post-tax cash
flows using a 7% post-tax discount rate is not materially different
from the value in use calculated by discounting pre-tax cash
flows using a pre-tax discount rate determined by an iterative
computation from the post-tax value in use. These pre-tax
discount rates generally ranged from 7% to 16% in 2018.

The CGUs of the Exploration & Production segment are defined as
oil and gas fields or groups of oil and gas fields with industrial assets
enabling the production, treatment and evacuation of the oil and
gas. For the financial year 2018, impairments of assets were
recognized over CGUs of the Exploration & Production segment for
an impact of $1,256 million in operating income and $1,259 million in
net income, Group share. Impairments recognized in 2018 relate to:

— Ichthys project in Australia for an amount of $549 million in
operating income and $608 million in net income, Group share:
TOTAL adapted the value of the assets in consequence of the
divestiture amount of 4% of its interest in the project;

— 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
positive impact of approximately $0.5 billion in operating income
and $0.4 billion in net income, Group share;

— an increase by one point in the discount rate would have an
additional negative impact of approximately $0.9 billion in
operating income and approximately $0.7 billion in net income,
Group share;

— a variation of -10% of the oil and gas prices over the duration of
the plan would have an additional negative
impact of
approximately $2.7 billion in operating income and $2.2 billion in
net income, Group share.

The most sensitive assets would be the assets already impaired in
2018 or before (impact of approximately $2.7 billion in operating
income and $2.2 billion in net income, Group share), especially
Ichthys in Australia and assets in Canada.

The CGUs of the Gas, Renewables & Power segment are subsidiaries
or groups of subsidiaries organized by activity or geographical area.
In financial year 2018, the Group recorded impairments on CGUs in
the Gas, Renewables & Power segment for $516 million in operating
income and $288 million in net income, Group share. These
impairments relate to SunPower in the US due to the depressed
economic environment of solar activity.

The CGUs of the Refining & Chemicals segment are defined as legal
entities with operational activities for refining and petrochemicals
activities. Future cash flows are based on the gross contribution
margin (calculated on the basis of net sales after purchases of crude

oil and refined products, the effect of inventory valuation and variable
costs). The other activities of the segment are global divisions, each
division gathering a set of businesses or homogeneous products for
strategic, commercial and industrial plans. Future cash flows are
determined from the specific margins of these activities, unrelated to
the price of oil. No significant impairment has been recorded for the
CGUs of the Refining & Chemicals segment in financial year 2018.

The CGUs of the Marketing & Services segment are subsidiaries or
groups of subsidiaries organized by geographical area. No impairment
has been recorded for the CGUs of the Marketing & Services segment
in financial year 2018.

For financial year 2017, the Group recorded impairments in
Exploration & Production, Gas, Renewables & Power, Refining &
Chemicals and Marketing & Services segments for an amount of
$4,662 million in operating income and $3,884 million in net income,
Group share. These impairments were qualified as adjustments items
of the operating income and net income, Group share.

In financial year 2016, the Group recognized impairments of assets
in the Exploration & Production, Gas, Renewables & Power, Refining
& Chemicals and Marketing & Services segments for an impact of
$2,229 million in operating income and of $2,097 income and net
income, Group share. These impairments were qualified as
adjustment items of the operating income and net income, Group
share.

No significant reversal of impairment was accounted for in respect of
the financial years 2016, 2017 and 2018.

NOTE 4 Segment Information by geographical area

(M$)

For the year ended December 31, 2018

France

Rest of
Europe

North
America

Africa

Rest of
the world

Total

Non-Group sales

47,716

99,465

22,243

22,263

17,676

209,363

Property, plant and equipment,
intangible assets, net

Capital expenditures

For the year ended December 31, 2017

12,561

4,502

25,262

2,609

18,903

2,014

43,359

4,838

42,161

142,246

8,222

22,185

Non-Group sales

39,032

83,255

16,889

17,581

14,736

171,493

Property, plant and equipment,
intangible assets, net

Capital expenditures

For the year ended December 31, 2016

6,397

1,193

18,260

2,805

18,469

2,916

42,849

5,030

38,009

123,984

4,952

16,896

Non-Group sales

33,472

71,551

15,383

15,294

14,043

149,743

Property, plant and equipment,
intangible assets, net

Capital expenditures

5,361

1,835

20,647

3,842

19,154

2,825

45,032

6,859

37,139

127,333

5,169

20,530

276

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 5

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
the transfer of goods and services in each contract with
customers. Revenue is recognized upon satisfaction of the
performance obligations for the amounts that reflect the
consideration to which the Group expects to be entitled in
exchange for those goods and services.

Shipping revenues and expenses from time-charter activities are
recognized on a pro rata basis over a period that commences
upon the unloading of the previous voyage and terminates upon
the unloading of the current voyage. Shipping revenue recognition
starts only when a charter has been agreed to by both the Group
and the customer.

Sales of goods

Revenues from sales are recognized when the control has been
transferred to the buyer and the amount can be reasonably
measured. Revenues from sales of crude oil and natural gas are
recorded upon transfer of title, according to the terms of the sales
contracts.

Revenues from the production of crude oil and natural gas
properties, in which the Group has an interest with other
producers, are recognized based on actual entitlement volumes
sold over the period. Any difference between entitlement volumes
and volumes sold, based on the Group net working interest, are
recognized in the “Under-lifting” and “Over-lifting” accounts in the
balance sheet and in operating expenses in the profit and loss.

Quantities delivered that represent production royalties and taxes,
when paid in cash, are included in oil and gas revenues, except
for the United States and Canada.

Certain transactions within the trading activities (contracts involving
quantities that are purchased from third parties then resold to
third parties) are shown at their net value in sales.

Exchanges of crude oil and petroleum products within normal
trading activities do not generate any income and therefore these
flows are shown at their net value in both the statement of income
and the balance sheet.

Sales of services

Revenues from services are recognized when the services have
been rendered.

Revenues from gas transport are recognized when services are
rendered. These revenues are based on the quantities transported
and measured according to procedures defined in each service
contract.

5.2 Operating expenses and research and development

ACCOUNTING POLICIES

The Group applies IFRS 6 “Exploration for and Evaluation of
Mineral Resources”. Oil and gas exploration and production
properties and assets are accounted for in accordance with the
Successful Efforts method.

Income related to the distribution of electricity and gas are not
recognized in revenues because the Group acts as an agent in
this transaction. The Group is not responsible for the delivery and
does not set the price of the service, because it can only pass on
to the customer the amounts invoiced to it by the distributors.

Solar Farm Development Projects

SunPower develops and sells solar farm projects. This activity
generally contains a property component (land ownership or an
interest in land rights). The revenue associated with the
development of these projects is recognized when the project-
entities and land rights are irrevocably sold.

Revenues under contracts for construction of solar systems are
recognized based on the progress of construction works,
measured according to the percentage of costs incurred relative
to total forecast costs.

Excise taxes

Excise taxes are rights or taxes which amount is calculated based
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
customs and tax authorities and then invoiced to final customers
by being included in the sales price.

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 include excise taxes collected by the Group within the course
of its oil distribution operations. Excise taxes are deducted from
sales in order to obtain the “Revenues from sales” indicator.

Geological and geophysical costs, including seismic surveys for
exploration purposes are expensed as incurred in exploration
costs.

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$)

Purchases, net of inventory variation (a) (b)

Exploration costs

Other operating expenses (c)

of which non-current operating liabilities (allowances) reversals

of which current operating liabilities (allowances) reversals

OPERATING EXPENSES

2018

2017

2016

(125,816)

(99,411)

(797)

(864)

(83,377)

(1,264)

(27,484)

(24,966)

(24,302)

1,068

(202)

280

369

(58)

(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
booked in operating expenses amount to $986 million ($912 million in
2017 and $1,050 million in 2016), corresponding to 0.47% of the sales.

The staff dedicated in 2018 to these research and development
activities are estimated at 4,288 people (4,132 in 2017 and 4,939 in
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:

2018

2017

2016

(13,364)

(14,782)

(12,615)

(628)

(1,321)

(908)

(13,992)

(16,103)

(13,523)

For the year ended December 31, (M$)

Depreciation and impairment of tangible assets

Amortization and impairment of mineral assets

TOTAL

Items related to balance sheet

5.4 Working capital

5.4.1

Inventories

ACCOUNTING POLICIES

Inventories are measured in the Consolidated Financial Statements
at the lower of historical cost or market value. Costs for petroleum
and petrochemical products are determined according to the FIFO
(First-In, First-Out) method or weighted-average cost method and
other inventories are measured using the weighted-average cost
method.

labor, depreciation of producing assets) and an allocation of
production overheads (taxes, maintenance, insurance, etc.).

Costs of chemical product inventories consist of raw material costs,
direct labor costs and an allocation of production overheads.
Start-up costs, general administrative costs and financing costs
are excluded from the costs of refined and chemicals products.

In addition stocks held for trading are measured at fair value less
costs of sale.

Marketing & Services

Refining & Chemicals

Petroleum product inventories are mainly comprised of crude oil
and refined products. Refined products principally consist of
gasoline, distillate and fuel produced by the Group’s refineries.
The turnover of petroleum products does not exceed more than
two months on average.

Crude oil costs include raw material and receiving costs. Refining
costs principally include crude oil costs, production costs (energy,

The costs of refined products include mainly raw materials costs,
production costs (energy, labor, depreciation of producing assets)
and an allocation of production overheads (taxes, maintenance,
insurance, etc.).

General administrative costs and financing costs are excluded
from the cost price of refined products.

Product inventories purchased from entities external to the Group
are valued at their purchase cost plus primary costs of transport.

278

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 5

Carbon dioxide emission rights

In the absence of a current IFRS standard or interpretation on
accounting for emission rights of carbon dioxide, the following
principles are applied:

— emission rights are managed as a cost of production and as

such are recognized in inventories:
– emission rights allocated for free are booked in inventories

with a nil carrying amount,

– purchased emission rights are booked at acquisition cost,
– sales or annual restorations of emission rights consist of
decreases in inventories recognized based on a weighted
average cost,

– if the carrying amount of inventories at closing date is higher

than the market value, an impairment loss is recorded;

— at each closing, a provision is recorded in order to materialize
the obligation to surrender emission rights related to the
emissions of the period. This provision is calculated based on
estimated emissions of the period, valued at weighted average
cost of the inventories at the end of the period. It is reversed
when the emission rights are surrendered;

— 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;

— forward transactions are recognized at their fair market value
in the balance sheet. Changes in the fair value of such forward
transactions are recognized in the statement of income.

Energy savings certificates

In the absence of current IFRS standards or interpretations on
accounting for energy savings certificates (ESC), the following
principles are applied:

— if the obligations linked to the sales of energy are greater than
the number of ESC’s held then a liability is recorded. These
liabilities are valued based on the price of the last transactions;

— in the event that the number of ESC’s held exceeds the
obligation at the balance sheet date this is accounted for as
inventory. Otherwise a valuation allowance is recorded;

— ESC inventories are valued at weighted average cost
(acquisition cost for those ESC’s acquired or cost incurred for
those ESC’s generated internally).

If the carrying value of the inventory of certificates at the balance
sheet date is higher than the market value, an impairment loss is
recorded.

As of December 31, 2018 (M$)

Crude oil and natural gas

Refined products

Chemicals products

Trading inventories

Other inventories

TOTAL

As of December 31, 2017 (M$)

Crude oil and natural gas

Refined products

Chemicals products

Trading inventories

Other inventories

TOTAL

As of December 31, 2016 (M$)

Crude oil and natural gas

Refined products

Chemicals products

Trading inventories

Other inventories

TOTAL

Gross value

Valuation
allowance

Net value

2,382

5,464

1,087

3,918

3,372

(110)

(242)

(54)

(937)

2,272

5,222

1,033

3,918

2,435

16,223

(1,343)

14,880

Gross value

Valuation
allowance

Net value

2,658

5,828

1,089

4,320

3,632

(36)

(58)

(913)

2,658

5,792

1,031

4,320

2,719

17,527

(1,007)

16,520

Gross value

Valuation
allowance

Net value

2,215

4,577

877

4,613

3,936

16,218

(7)

(30)

(58)

(876)

(971)

2,208

4,547

819

4,613

3,060

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:

For the year ended December 31,
(M$)

2018

2017

2016

5.4.2 Accounts receivable and other current assets

Valuation
allowance as of
January 1,

Currency
translation
adjustment and
other variations

Increase
(net)

Valuation
allowance as of
December 31,

(1,007)

(971)

(1,068)

(359)

(45)

(1,343)

(1,007)

(971)

As of December 31, 2018 (M$)

Accounts receivable

Recoverable taxes

Other operating receivables

Prepaid expenses

Other current assets

As of December 31, 2017 (M$)

Accounts receivable

Recoverable taxes

Other operating receivables

Prepaid expenses

Other current assets

As of December 31, 2016 (M$)

Accounts receivable

Recoverable taxes

Other operating receivables

Prepaid expenses

Other current assets

Gross value

Valuation
allowance

Net value

17,894

4,090

10,306

837

(624)

(573)

17,270

4,090

9,733

837

15,297

(573)

14,724

Gross value

Valuation
allowance

Net value

15,469

4,029

9,797

786

(576)

(461)

14,893

4,029

9,336

786

14,671

(461)

14,210

Gross value

Valuation
allowance

Net value

12,809

3,180

10,618

1,399

15,235

(596)

(400)

12,213

3,180

10,218

1,399

(400)

14,835

Changes in the valuation allowance on “Accounts receivable” and “Other current assets” are as follows:

Valuation

allowance as of
January 1,

Currency
translation
adjustment and
other variations

Increase
(net)

Valuation
allowance as of
December 31,

(576)

(596)

(544)

(461)

(400)

(426)

(62)

(17)

(148)

(58)

(33)

(35)

(3)

(7)

(624)

(576)

(596)

(573)

(461)

(400)

For the year ended December 31,
(M$)

Accounts receivable

2018

2017

2016

Other current assets

2018

2017

2016

280

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 5

As of December 31, 2018, the net portion of the overdue receivables
included in “Accounts receivable” and “Other current assets” was
$3,767 million, of which $1,993 million was due in less than 90 days,
$273 million was due between 90 days and 6 months, $450 million
was due between 6 and 12 months and $1,051 million was due after
12 months.

As of December 31, 2017, the net portion of the overdue receivables
included in “Accounts receivable” and “Other current assets” was
$3,156 million, of which $1,682 million was due in less than 90 days,

$235 million was due between 90 days and 6 months, $350 million
was due between 6 and 12 months and $889 million was due after
12 months.

As of December 31, 2016, the net portion of the overdue receivables
included in “Accounts receivable” and “Other current assets” was
$3,525 million, of which $1,273 million was due in less than 90 days,
$1,013 million was due between 90 days and 6 months, $538 million
was due between 6 and 12 months and $701 million was due after
12 months.

5.4.3 Other creditors and accrued liabilities

As of December 31, (M$)

Accruals and deferred income

Payable to States (including taxes and duties)

Payroll

Other operating liabilities

TOTAL

2018

546

6,861

1,553

13,286

22,246

2017

419

5,786

1,439

10,135

17,779

2016

424

5,455

1,225

9,616

16,720

As of December 31, 2018, the heading “Other operating liabilities”
includes mainly the second quarterly interim dividend for the fiscal
year 2018 for $1,911 million, which was paid in January 2019 and
the third quarterly interim dividend for the fiscal year 2018 for
$1,912 million, which will be paid in April 2019.

As of December 31, 2017, the heading “Other operating liabilities”
included mainly the second quarterly interim dividend for the fiscal
year 2017 for $1,883 million, which was paid in January 2018 and

the third quarterly interim dividend for the fiscal year 2017 for
$1,912 million, which was paid in April 2018.

As of December 31, 2016, the heading “Other operating liabilities”
included mainly the second quarterly interim dividend for the fiscal
year 2016 for $1,592 million, which was paid in January 2017 and
the third quarterly interim dividend for the fiscal year 2016 for
$1,593 million, which was paid in April 2017.

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
other than dollar has been translated into dollars using the
exchange rate on the transaction date or the average exchange
rate for the period. Currency translation differences arising from
the translation of monetary assets and liabilities denominated in

foreign currency into dollars using the closing exchange rates are
shown in the Consolidated Statement of Cash Flows under “Effect
of exchange rates”.

Therefore, the Consolidated Statement of Cash Flows will not
agree with the figures derived from the consolidated balance sheet.

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$)

Interests paid

Interests received

Income tax paid (a)

Dividends received

(a) These amounts include taxes paid in kind under production-sharing contracts in Exploration & Production.

2018

(1,818)

164

(5,024)

2,456

2017

(1,305)

(4,013)

2,219

2016

(1,028)

(2,892)

1,702

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$)

Inventories

Accounts receivable

Other current assets

Accounts payable

Other creditors and accrued liabilities

NET AMOUNT, DECREASE (INCREASE)

Detail of changes in provisions and deferred taxes

As of December 31, (M$)

Accruals

Deferred taxes

TOTAL

NOTE 6 Other items from operating activities

6.1 Other income and other expense

For the year ended December 31, (M$)

Gains on disposal of assets

Foreign exchange gains

Other

OTHER INCOME

Losses on disposal of assets

Foreign exchange losses

Amortization of other intangible assets (excl. mineral interests)

Other

OTHER EXPENSE

Other income

Other expense

2018

1,430

(1,461)

(364)

(822)

1,986

769

2017

(476)

(1,897)

1,274

2,339

(413)

827

2016

(2,475)

(1,916)

185

2,546

541

(1,119)

2018

2017

2016

(432)

(455)

(887)

(387)

(384)

382

(1,941)

(1,559)

2018

1,041

252

545

1,838

(111)

(444)

(225)

(493)

2017

2,784

785

242

3,811

(186)

(192)

(656)

2016

479

548

272

1,299

(216)

(344)

(467)

(1,273)

(1,034)

(1,027)

In 2018, gains on disposal of assets are mainly related to the sale of
assets and interests in Norway, Canada and Gabon in the Exploration
& Production segment, to the sale of Dunkerque LNG SAS and
SunPower assets in the Gas Renewables & Power segment and the
sale of TotalErg and Total Haiti in the Marketing & Services segment.

In 2018,the heading “Other” mainly consists of the restructuring
charges in the Exploration & Production, Gas Renewables & Power
and Refining & Chemicals segments for an amount of $179 million,
$77 million of the impairment of non-consolidated shares and loans
granted to non-consolidated subsidiaries and equity affiliates.

In 2017, gains on disposal of assets mainly related to the sale of
Atotech in the Refining & Chemicals segment and to the sale of
assets in Gabon in the Exploration & Production segment.

In 2016, gains on disposal of assets mainly related to sales of assets
in United-Kingdom in the Exploration & Production segment.

In 2017, losses on disposal mainly related to the sale of 15% interests
in the Gina Krog field in Norway. 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
$172 million and $64 million of restructuring charges in the Exploration
& 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 8

Note 6

6.2 Other ﬁnancial income and expense

As of December 31, (M$)

Dividend income on non-consolidated subsidiaries

Capitalized financial expenses

Other

OTHER FINANCIAL INCOME

Accretion of asset retirement obligations

Other

OTHER FINANCIAL EXPENSE

6.3 Other non-current assets

As of December 31, 2018 (M$)

Loans and advances (a)

Other non-current financial assets related to operational activities

Other

TOTAL

As of December 31, 2017 (M$)

Loans and advances (a)

Other non-current financial assets related to operational activities

Other

TOTAL

As of December 31, 2016 (M$)

Loans and advances (a)

Other non-current financial assets related to operational activities

Other

TOTAL

(a) Excluding loans to equity affiliates.

Changes in the valuation allowance on loans and advances are detailed as follows:

2018

2017

2016

171

519

430

1,120

(530)

(155)

(685)

167

460

330

957

(544)

(98)

(642)

170

477

324

971

(523)

(113)

(636)

Gross value

Valuation
allowance

Net value

2,180

471

161

2,812

(303)

1,877

471

161

2,509

Gross value

Valuation
allowance

Net value

3,237

937

169

4,343

(359)

2,878

937

169

3,984

Gross value

Valuation
allowance

Net value

3,334

1,069

4,429

(286)

3,048

1,069

4,143

For the year ended December 31,
(M$)

Valuation
allowance as of
January 1,

Increases

Decreases

Currency translation
adjustment and
other variations

Valuation
allowance as of
December 31,

2018

2017

2016

(359)

(286)

(280)

(5)

(50)

(15)

(34)

(303)

(359)

(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

The Group applies IFRS 6 “Exploration for and Evaluation of Mineral
Resources”. Oil and gas exploration and production properties and
assets are accounted for in accordance with the Successful Efforts
method.

Mineral interests are tested for impairment on a regular basis,
property-by-property, based on the results of the exploratory activity
and the management’s evaluation.

In the event of a discovery, the unproved mineral interests are
transferred to proved mineral interests at their net book value as
soon as proved reserves are booked.

Exploratory wells are tested for impairment on a well-by-well basis
and accounted for as follows:

— costs of exploratory wells which result in proved reserves are
capitalized and then depreciated using the unit-of-production
method based on proved developed reserves;

— costs of exploratory wells are temporarily capitalized until a
determination is made as to whether the well has found
proved reserves if both of the following conditions are met:
– the well has found a sufficient quantity of reserves to justify,
if appropriate, its completion as a producing well, assuming
that the required capital expenditures are made;

– the Group is making sufficient progress assessing the
reserves and the economic and operating viability of the
project. This progress is evaluated on the basis of indicators
such as whether additional exploratory works are under

way or firmly planned (wells, seismic or significant studies),
whether costs are being incurred for development studies
and whether the Group is waiting for governmental or other
third-party authorization of a proposed project, or availability
of capacity on an existing transport or processing facility.

Costs of exploratory wells not meeting these conditions are charged
to exploration costs.

Proved mineral interests are depreciated using the unit-of-
production method based on proved reserves.

The corresponding expense is recorded as depreciation of tangible
assets and mineral interests.

Goodwill and other intangible assets excluding mineral
interests

Other intangible assets include patents, trademarks, and lease
rights.

Intangible assets are carried at cost, after deducting any
accumulated amortization and accumulated impairment losses.

Guidance for calculating goodwill is presented in Note 1.1
paragraph B to the Consolidated Financial Statements. Goodwill
is not amortized but is tested for impairment at least annually and
as soon as there is any indication of impairment.

Intangible assets (excluding mineral interests) that have a finite
useful life are amortized on a straight-line basis over three to twenty
years depending on the useful life of the assets. The corresponding
expense is recorded under other expense.

As of December 31, 2018 (M$)

Goodwill

Proved mineral interests

Unproved mineral interests

Other intangible assets

TOTAL INTANGIBLE ASSETS

As of December 31, 2017 (M$)

Goodwill

Proved mineral interests

Unproved mineral interests

Other intangible assets

TOTAL INTANGIBLE ASSETS

As of December 31, 2016 (M$)

Goodwill

Proved mineral interests

Unproved mineral interests

Other intangible assets

TOTAL INTANGIBLE ASSETS

284

TOTAL Registration Document 2018

Cost

Amortization
and impairment

9,188

14,775

16,712

5,824

46,499

(1,014)

(7,947)

(4,491)

(4,125)

(17,577)

Cost

Amortization
and impairment

2,442

13,081

11,686

4,831

32,040

2,159

13,347

11,582

4,182

31,270

(1,015)

(7,674)

(5,324)

(3,440)

(1,002)

(6,985)

(5,130)

(2,791)

Net

8,174

6,828

12,221

1,699

28,922

Net

1,427

5,407

6,362

1,391

Net

1,157

6,362

6,452

1,391

(17,453)

14,587

Cost

Amortization
and impairment

(15,908)

15,362

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 7

Change in net intangible assets is analyzed in the following table:

(M$)

2018

2017

2016

Net amount
as of
January 1,

14,587

15,362

14,549

Expenditures

Disposals

3,745

404

1,039

(28)

(23)

(117)

Amortization
and impairment

Currency
translation
adjustment

Net amount
as of

Other

December 31,

(852)

(1,512)

(1,252)

(351)

234

(187)

11,821

122

1,330

28,922

14,587

15,362

In 2018, the heading “Amortization and impairment” includes the
accounting impact of exceptional asset impairments for an amount of
$67 million (see Note 3 paragraph D to the Consolidated Financial
Statements).

In 2016, the heading “Amortization and impairment” included the
accounting impact of exceptional asset impairments for an amount
of $543 million (see Note 3 paragraph D to the Consolidated Financial
Statements).

In 2018, the heading “Other” principally corresponds to the effect of the
entries in the consolidation scope (including Maersk Oil, Global LNG
and Direct Énergie) for $12,044 million.

In 2017, the heading “Amortization and impairment” included the
accounting impact of exceptional asset impairments for an amount
of $785 million (see Note 3 paragraph D to the Consolidated Financial
Statements).

In 2016, the heading “Other” principally corresponded to the effect
of the entries in the consolidation scope (including SAFT Group and
Lampiris) for $1,394 million and to the reclassification of assets
classified in accordance with IFRS 5 “Non-current assets held for
sale and discontinued operations”.

A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 2018 is as follows:

(M$)

Exploration & Production

Gas, Renewables & Power

Refining & Chemicals

Marketing & Services

Corporate

TOTAL

et goodwill as of
N
January 1, 2018

Increases

Impairments

Other

Net goodwill as of
December 31, 2018

650

491

256

2,642

4,165

1,427

6,884

(108)

(16)

(12)

(1)

(137)

2,642

4,707

475

321

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 costs incurred for the drilling of development wells
and for the construction of production facilities are capitalized,
together with borrowing costs incurred during the period of
construction and the present value of estimated future costs of
asset retirement obligations. The depletion rate is equal to the
ratio of oil and gas production for the period to proved developed
reserves (unit-of-production method).

In the event that, due to the price effect on reserves evaluation, the
unit-of-production method does not reflect properly the useful life
of the asset, an alternative depreciation method is applied based
on the reserves evaluated with the price of the previous year.

With respect to phased development projects or projects subject
to progressive well production start-up, the fixed assets’
depreciable amount, excluding production or service wells, is
adjusted to exclude the portion of development costs attributable
to the undeveloped reserves of these projects.

With respect to production sharing contracts, the unit-of-production
method is based on the portion of production and reserves
assigned to the Group taking into account estimates based on the
contractual clauses regarding the reimbursement of exploration,

development and production costs (cost oil / gas) as well as the
sharing of hydrocarbon rights (profit oil / gas).

Hydrocarbon transportation and processing assets are depreciated
using the unit-of-production method based on throughput or by
using the straight-line method whichever best reflects the duration
of use of the economic life of the asset.

Other property, plant and equipment excluding
Exploration & Production

Other property, plant and equipment are carried at cost, after
deducting any accumulated depreciation and accumulated
impairment losses. This cost includes borrowing costs directly
attributable to the acquisition or production of a qualifying asset
incurred until assets are placed in service. Borrowing costs are
capitalized as follows:

— if the project benefits from a specific funding, the capitalization

of borrowing costs is based on the borrowing rate;

— if the project is financed by all the Group’s debt, the
capitalization of borrowing costs is based on the weighted
average borrowing cost for the period.

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
incurred. The costs of major turnarounds of refineries and large
petrochemical units are capitalized as incurred and depreciated
over the period of time between two consecutive major turnarounds.

Other property, plant and equipment are depreciated using the
straight-line method over their useful lives, which are as follows:

Furniture, office equipment, machinery and tools

3-12 years

Transportation equipment

Storage tanks and related equipment

5-20 years

10-15 years

Specialized complex installations and pipelines

10-30 years

Buildings

10-50 years

As of December 31, 2018 (M$)

Exploration & Production properties

Proved properties

Unproved properties

Work in progress

SUBTOTAL

Other property, plant and equipment

Land

Machinery, plant and equipment (including transportation equipment)

Buildings

Work in progress

Other

SUBTOTAL

TOTAL PROPERTY, PLANT AND EQUIPMENT

As of December 31, 2017 (M$)

Exploration & Production properties

Proved properties

Unproved properties

Work in progress

SUBTOTAL

Other property, plant and equipment

Land

Machinery, plant and equipment (including transportation equipment)

Buildings

Work in progress

Other

SUBTOTAL

TOTAL PROPERTY, PLANT AND EQUIPMENT

Cost

Depreciation
and impairment

Net

192,272

(120,435)

71,837

1,673

22,553

(152)

(1,128)

216,498

(121,715)

1,775

(648)

34,564

(25,393)

8,864

2,540

9,171

(5,640)

(2)

(6,690)

1,521

21,425

94,783

1,127

9,171

3,224

2,538

2,481

56,914

(38,373)

18,541

273,412

(160,088)

113,324

Depreciation
and impairment

Cost

Net

174,336

(112,113)

62,223

1,980

30,286

(152)

(2,537)

206,602

(114,802)

1,809

33,554

9,203

2,310

9,463

(652)

(25,774)

(5,859)

(1)

(6,456)

1,828

27,749

91,800

1,157

7,780

3,344

2,309

3,007

56,339

(38,742)

17,597

262,941

(153,544)

109,397

286

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 7

As of December 31, 2016 (M$)

Exploration & Production properties

Proved properties

Unproved properties

Work in progress

SUBTOTAL

Other property, plant and equipment

Land

Machinery, plant and equipment (including transportation equipment)

Buildings

Work in progress

Other

SUBTOTAL

TOTAL PROPERTY, PLANT AND EQUIPMENT

Change in net property, plant and equipment is analyzed in the following table:

Depreciation
and impairment

Cost

Net

163,860

(100,959)

62,901

1,996

33,860

(2,075)

199,716

(103,034)

1,578

28,620

7,977

2,780

8,296

(567)

(22,940)

(4,979)

(10)

(5,466)

1,996

31,785

96,682

1,011

5,680

2,998

2,770

2,830

49,251

(33,962)

15,289

248,967

(136,996)

111,971

(M$)

2018

2017

2016

Net amount
as of
January 1,

109,397

111,971

109,518

Expenditures

Disposals

Depreciation
and impairment

Currency
translation
adjustment

13,336

(2,494)

(13,732)

(1,454)

13,363

(1,117)

17,067

(1,869)

(15,099)

(13,171)

2,302

(1,057)

Net amount
as of
December 31,

113,324

109,397

111,971

Other

8,271

(2,023)

1,483

In 2018, the heading “Disposals” mainly includes the impact of sales
in the Exploration & Production segment (mainly Martin Linge in
Norway and Fort Hills in Canada).

In 2018, the heading “Depreciation and impairment” includes the
impact of impairments of assets recognized for an amount of
$1,707 million (see Note 3 paragraph D to the Consolidated Financial
Statements).

In 2018, the heading “Other” principally corresponds to the effect of
the entries in the consolidation scope (including Maersk, Lapa and
Iara in Brazil and Direct Énergie) for $6,987 million, to the
reclassification of assets in accordance with IFRS 5 “Non-current
assets held for sale and discontinued operations” (mainly related to
the 4% sale of Ichthys for $(812) million) and the reversal of the
reclassification under IFRS 5 as at December 31, 2017 for
$2,604 million corresponding to disposals.

In 2017, the heading “Disposals” mainly included the impact of sales
in the Exploration & Production segment (sale of interests in Gina
Krog in Norway, and in Gabon).

In 2017, the heading “Depreciation and impairment” included the
impact of impairments of assets recognized for an amount of
$3,901 million (see Note 3 paragraph D to the Consolidated Financial
Statements).

In 2017, the heading “Other” principally corresponded to the impact of
$855 million of finance lease contracts, the decrease of the asset for
site restitution for an amount of $(773) million and the reclassification
of assets classified in accordance with IFRS 5 “Non-current assets
held for sale and discontinued operations” for $(2,604) million, related
to the Martin Linge field in Norway.

In 2016, the heading “Disposals” mainly included the impact of sales
in the Exploration & Production segment (sale of interests in the
FUKA and SIRGE gas pipelines, and the St. Fergus gas terminal in
the United Kingdom, and sale of a 20% stake in Kharyaga, Russia).

In 2016, the heading “Depreciation and impairment” included the
impact of impairments of assets recognized for an amount of
$1,780 million (see Note 3 paragraph D to the Consolidated Financial
Statements).

In 2016, the heading “Other” principally corresponded to the effect
of the entries in the consolidation scope (including SAFT Group and
Lampiris) for $751 million, to the reclassification of assets in accordance
with IFRS 5 “Non-current assets held for sale and discontinued
operations” for $(365) million and the reversal of the reclassification
under IFRS 5 as at December 31, 2015 for $627 million corresponding
to disposals.

Property, plant and equipment presented above include the following amounts for facilities and equipment under finance leases:

As of December 31, 2018 (M$)

Machinery, plant and equipment

Buildings

Other

TOTAL

Cost

1,778

121

543

2,442

Depreciation
and impairment

(605)

(56)

(83)

(744)

Net

1,173

460

1,698

Registration Document 2018 TOTAL

287

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Notes 7 and 8

As of December 31, 2017 (M$)

Machinery, plant and equipment

Buildings

Other

TOTAL

As of December 31, 2016 (M$)

Machinery, plant and equipment

Buildings

Other

TOTAL

Cost

Depreciation
and impairment

1,140

124

378

1,642

(468)

(57)

(58)

(583)

Depreciation
and impairment

Cost

426

109

179

714

(391)

(38)

(41)

(470)

Net

672

320

1,059

Net

138

244

NOTE 8 Equity afliates, other investments and related parties

8.1 Equity afliates: investments and loans

ACCOUNTING PRINCIPLES

Under the equity method, the investment in the associate or joint
venture is initially recognized at acquisition cost and subsequently
adjusted to recognize the Group’s share of the net income and
other comprehensive income of the associate or joint venture.

Unrealized gains on transactions between the Group and its
equity-accounted entities are eliminated to the extent of the
Group’s interest in the equity accounted entity.

In equity affiliates, goodwill is included in investment book value.

influence

is also based on other

In cases where the group holds less than 20% of the voting rights
in another entity, the determination of whether the Group exercises
significant
facts and
circumstances: representation on the Board of Directors or an
equivalent governing body of the entity, participation in policy-
making processes, including participation in decisions relating to
dividends or other distributions, significant transactions between
the investor and the entity, exchange of management personnel,
or provision of essential technical information.

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

Total Joint ventures

Total

Loans

TOTAL

Proﬁt / (loss), as of December 31, (M$)

Total Associates

Total Joint ventures

TOTAL

Other comprehensive income, as of December 31,(M$)

Total Associates

Total Joint ventures

TOTAL

13,330

5,359

18,689

4,755

23,444

2018

2,329

841

3,170

2018

(461)

(79)

(540)

12,177

4,791

16,968

5,135

22,103

2017

1,694

321

2,015

2017

(801)

124

(677)

11,819

4,039

15,858

4,718

20,576

2016

1,530

684

2,214

2016

847

935

288

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 8

A) Information related to associates

Information (100% gross) related to significant associates is as follows:

Exploration & Production
(M$)

Non current assets

Current assets

TOTAL ASSETS

Shareholder’s equity

Non current liabilities

Current liabilities

TOTAL LIABILITIES

Revenue from sales

NET INCOME

Novatek (a)

Liquefaction entities

PetroCedeño

2018

2017

2016

2018

2017

2016

2018

2017

2016

14,639

14,232 13,981 28,664 29,656 31,044

4,324

5,551

5,515

4,545

3,404

2,409

9,358

7,875 5,790

5,580

4,291

4,166

19,184

17,636 16,390 38,022 37,531 36,834 9,904

9,842

9,681

14,163

12,842 11,015 22,615 22,804 22,886

4,581

5,178

5,515

3,086

3,187

3,574

9,826

10,291 10,839

1,935

1,607

1,801

5,581

4,436

3,109

5,303

4,651

4,156

19,184

17,636 16,390 38,022 37,531 36,834 9,904

9,842

9,681

13,415

10,022

7,779

25,644 20,401 15,557

1,629

1,708

1,398

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%

Revaluation identifiable assets
on equity affiliates

Equity value

Profit/(loss)

Share of Other Comprehensive Income,
net amount

Dividends paid to the Group

30.32% 30.32% 30.32%

1,556

1,804

1,811

4,303

4,231

3,893

3,758

3,768

3,755

1,389

1,570

1,672

794

263

494

874

735

147

(540)

151

(491)

128

808

111

816

(194)

672

479

218

164

(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
of natural gas in Russia. The Group share of Novatek’s market value
amounted to $9,578 million as at December 31, 2018. Novatek is
consolidated by the equity method. TOTAL considers, in fact, that it
exercises significant influence particularly via its representation on
the Board of Directors of Novatek and its interest in the major project
of Yamal LNG.

The Group is not aware of significant restrictions limiting the ability of
OAO Novatek to transfer funds to its shareholder, be it under the
form of dividends, repayment of advances or loans made.

The Group’s interests in associates operating liquefaction plants are
combined. The amounts include investments in: Nigeria LNG
(15.00%), Angola LNG (13.60%), Yemen LNG (39.62%), Qatar
Liquefied Gas Company Limited (Qatargas) (10.00%), Qatar Liquefied
Gas Company Limited II (16.70%), Oman LNG (5.54%), and Abu
Dhabi Gas Liquefaction Company Limited (5.00%).

PetroCedeño produces and upgrades extra-heavy crude oil in
Venezuela.

Registration Document 2018 TOTAL

289

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 8

Reﬁning & Chemicals
(M$)

Non current assets

Current assets

TOTAL ASSETS

Shareholder’s equity

Non current liabilities

Current liabilities

TOTAL LIABILITIES

Revenue from sales

NET INCOME

OTHER COMPREHENSIVE INCOME

% owned

Revaluation identifiable assets on equity affiliates

Equity value

Profit/(loss)

Share of Other Comprehensive Income, net amount

Dividends paid to the Group

Saudi Aramco Total
Reﬁning & Petrochemicals

Qatar

2018

2017

2016

2018

2017

2016

11,281 11,601 12,056

3,968

4,405

4,152

2,069

2,021

1,531

1,741

1,696

1,404

13,350

13,622 13,587

5,709

6,101

5,556

2,412

2,424

2,302

2,748

3,200

3,393

8,398

9,029

9,466

1,914

1,895

1,349

2,540

2,169

1,819

1,047

1,006

814

13,350 13,622 13,587

5,709

6,101

5,556

11,886 9,049

7,134

9,929

7,388

4,665

122

222

289

37.50% 37.50% 37.50%

905

909

(82)

863

108

409

(21)

740

198

271

490

814

190

(12)

201

615

(11)

832

211

292

Saudi Aramco Total Refining & Petrochemicals is an entity including
a refinery in Jubail, Saudi Arabia, with a capacity of 440,000 barrels / day
with integrated petrochemical units.

The Group’s interests in associates of the Refining & Chemicals
segment, operating steam crackers and polyethylene lines in Qatar
have been combined: Qatar Petrochemical Company Ltd. (20.00%),
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 8

Note 8

B) Information related to joint ventures

The information (100% gross) related to significant joint ventures is as follows:

(M$)

Non current assets

Current assets excluding cash and cash equivalents

Cash and cash equivalents

TOTAL ASSETS

Shareholder’s equity

Other non current liabilities

Non current financial debts

Other current liabilities

Current financial debts

TOTAL LIABILITIES

Revenue from sales

Depreciation and depletion of tangible assets and mineral interests

Interest income

Interest expense

Income taxes

NET INCOME

OTHER COMPREHENSIVE INCOME

% owned

Liquefaction entities
(Exploration & Production)

Hanwha Total Petrochemicals
(Reﬁning & Chemicals)

2018

2017

2016

2018

2017

2016

68,003 59,422 47,014

4,017

3,989

3,454

1,928

966

339

1,258

922

703

2,180

2,258

1,506

237

283

473

70,270 61,646 48,639

6,434

6,530

5,433

7,059

4,037

2,961

3,534

3,612

2,947

3,472

504

327

157

148

120

56,841

55,566 43,980

1,418

1,078

1,105

2,898

1,539

1,371

725

1,144

600

548

764

497

70,270

61,646 48,639

6,434

6,530

5,433

2,908

(1,227)

119

(670)

(386)

(10)

(15)

338

2,029 (1,730)

132

10,191

8,565

7,057

(12)

(7)

(29)

449

166

(269)

(264)

(259)

(5)

(310)

754

(169)

(3)

(369)

(338)

973

398

930

(79)

50.00% 50.00% 50.00%

Revaluation identifiable assets on equity affiliates

683

905

Equity value

Profit/(loss)

Share of Other Comprehensive Income, net amount

Dividends paid to the Group

2,404

2,049

1,555

1,767

1,806

1,474

192

(348)

377

(67)

332

486

170

353

465

256

The Group’s interests in joint ventures operating liquefaction plants
have been combined. The amounts include investments in Yamal
LNG in Russia (20.02% direct holding) and Ichthys LNG in Australia
(30.00%).

Hanwha Total Petrochemicals is a South Korean company that
operates a petrochemical complex in Daesan (condensate separator,
steam cracker, styrene, paraxylene, polyolefins).

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:

As of December 31,
(M$)

Non Current assets

Current assets

TOTAL ASSETS

Shareholder’s equity

Non current liabilities

Current liabilities

TOTAL LIABILITIES

2018

2017

2016

Associates

Joint
ventures

Associates

Joint
ventures

Associates

Joint
ventures

4,512

1,263

5,775

1,438

3,254

1,083

5,775

2,487

752

3,239

1,108

1,585

546

3,239

2,908

1,156

4,064

885

2,171

1,008

4,064

2,428

1,150

3,578

1,102

1,281

1,195

3,578

3,047

1,365

4,412

804

2,369

1,239

4,412

1,971

825

2,796

1,010

985

801

2,796

2018

2017

2016

For the year ended December 31,
(M$)

Associates

Revenues from sales

NET INCOME

Share of other comprehensive
income items

Equity value

Profit/(Loss)

Dividends paid to the Group

8.2 Other investments

2,542

380

(16)

2,235

380

416

Joint
ventures

11,914

281

(52)

1,188

272

Associates

2,226

361

(22)

885

361

328

Joint
ventures

4,358

183

(75)

936

183

147

Associates

Joint
ventures

2,603

486

(12)

804

486

308

3,181

131

1,010

131

ACCOUNTING POLICIES

Other investments are equity instruments and are measured
according to IFRS 9 at fair value through profit and loss (default
option). On initial recognition, the standard allows to make an
election and record the changes of
in other
comprehensive income. For these securities, only dividends can
be recognized in profit or loss.

fair value

The Group recognizes changes in fair value in equity or in profit
or loss according to the option chosen on an instrument by
instrument basis.

For securities traded in active markets, this fair value is equal to
the market price.

For other shares, if the fair value is not reliably determinable, they
are recorded at their acquisition value.

For years prior to the application of IFRS 9, equity instruments
were classified as available for sale financial assets and measured
at fair value.

For securities traded in active markets, this fair value was equal to
the market price. Changes in fair value were recorded in other
comprehensive income. If there was any evidence of a significant
or long-lasting impairment loss, a loss was recorded in the
statement of income. This impairment was irreversible.

For other securities, if the fair value was not reliably determinable,
the securities were recorded at their historical value.

292

TOTAL Registration Document 2018

For the year 2018,
(M$)

Tellurian Investments Inc.

Other shares through fair value OCI
(unit value < $50M)

EQUITY INSTRUMENTS RECORDED
THROUGH FAIR VALUE OCI

BBPP

BTC Limited

DUNKERQUE LNG SAS

Total Lubrificantes do Brasil (a)

Other shares through fair value P&L
(unit value < $50M)

EQUITY INSTRUMENTS RECORDED
THROUGH FAIR VALUE P&L

TOTAL EQUITY INSTRUMENTS

(a) Total Lubrificantes do Brasil will be consolidated in 2019.

As of December 31, 2017
(M$)

207

284

144

1,182

1,443

1,727

Other equity securities publicly traded in active markets

TOTAL EQUITY SECURITIES PUBLICLY TRADED IN ACTIVE MARKETS (a)

BBPP

BTC Limited

DUNKERQUE LNG SAS

Tellurian Investments Inc.

Total Eren Holding SA (b)

Greenflex (b)

Other equity securities (unit value < $50 million)

TOTAL OTHER EQUITY SECURITIES (a)

OTHER INVESTMENTS

As of December 31, 2016
(M$)

Areva

Other equity securities publicly traded in active markets

TOTAL EQUITY SECURITIES PUBLICLY TRADED IN ACTIVE MARKETS (a)

BBPP

BTC Limited

DUNKERQUE LNG SAS

Other equity securities (unit value < $50 million)

TOTAL OTHER EQUITY SECURITIES (a)

OTHER INVESTMENTS

(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.

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 8

As of
January 1,

Increase –
(Decrease)

Change in

fair value

As of
December 31,

(217)

111

(346)

(452)

(372)

Historical
value

144

207

285

848

1,677

1,685

(2)

(5)

207

155

362

111

836

1,059

1,421

Unrealized

Balance
sheet value

gain (loss)

144

207

285

848

1,677

1,727

Historical

Unrealized

value

gain (loss)

Balance
sheet value

121

133

763

1,079

1,104

121

133

763

1,079

1,133

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$)

Balance sheet

Receivables

Debtors and other debtors

Loans (excl. loans to equity affiliates)

Payables

Creditors and other creditors

Debts

2018

2017

2016

496

888

492

1,161

492

897

For the year ended December 31, (M$)

2018

2017

2016

Statement of income

Sales

Purchases

Financial income

Financial expense

4,192

(9,253)

(5)

3,407

(7,354)

(9)

2,270

(4,882)

8.4 Compensation for the administration and management bodies

The aggregate amount of direct and indirect compensation accounted
by the French and foreign affiliates of the Company, for all executive
officers of TOTAL as of December 31, 2018 and for the members of
the Board of Directors who are employees of the Group, is detailed
below.

The main Group executive officers include the members of the
Executive Committee and the four directors of the corporate functions
members of the Group Performance Management Committee
(Communication, Legal, Health, Safety and Environment, Strategy &
Climate), the Deputy Chief Financial Officer of the Group and the
Group Treasurer.

For the year ended December 31, (M$)

Number of people

Direct or indirect compensation

Pension expenses (a)

Share-based payments expense (IFRS 2) (b)

2018

17.7

2.5

12.6

2017

15.6

10.8

6.5

2016

13.4

6.1

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

Number of TOTAL shares

There is only one category of shares of TOTAL S.A., and the shares
have a par value of €2.50, as of December 31, 2018. Shares may
be held in either bearer or registered form.

Double voting rights are assigned to shares that are fully-paid and
held in registered form in the name of the same shareholder for at
least two years, with due consideration for the total portion of the
share capital represented. Double voting rights are also assigned,
in the event of an increase in share capital by incorporation of reserves,
profits or premiums, to registered shares granted for free to a
shareholder due to shares already held that are entitled to this rights.

Pursuant to the Company’s bylaws (Statutes), no shareholder may
cast a vote at a Shareholders’ Meeting, either by himself or through an
agent, representing more than 10% of the total voting rights for the
Company’s shares. This limit applies to the aggregated amount of
voting rights held directly, indirectly or through voting proxies. However,
in the case of double voting rights, this limit may be extended to 20%.

These restrictions no longer apply if any individual or entity, acting
alone or in concert, acquires at least two-thirds of the total share
capital of the Company, directly or indirectly, following a public tender
offer for all of the Company’s shares.

The authorized share capital amounts to 3,669,077,772 shares as of
December 31, 2018 compared to 3,434,245,369 shares as of
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 8

Note 9

Share cancellation

Fiscal year 2018

TOTAL S.A. completed a share capital decrease by way of treasury
shares cancellation. The Board of Directors met on December 12,
2018 and decided, following the authorization granted by the
Extraordinary Shareholders’ Meeting of May 26, 2017, to cancel
44,590,699 TOTAL shares repurchased on the market. This
transaction had no impact on the Consolidated Financial Statements
of TOTAL S.A., the number of fully-diluted weighted-average shares
and on the earnings per share.

Fiscal year 2017

In fiscal year 2017, TOTAL S.A. did not cancel any shares.

Fiscal year 2016

The Board of Directors of TOTAL S.A. decided, on December 15,
2016, following the authorization of the Extraordinary Shareholders’
Meeting of May 11, 2012, to cancel 100,331,268 treasury shares.
Those shares were previously repurchased off-market from four of its
100% indirectly controlled subsidiaries. Following this transaction,
the Group affiliates no longer hold TOTAL shares. These transactions
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)

Shares issued
in connection with:

Capital increase as payment of the scrip dividend (second 2015 interim dividend,

third 2015 interim dividend, 2015 final dividend and first 2016 interim dividend)

Exercise of TOTAL share subscription options

Cancellation of treasury shares

AS OF DECEMBER 31, 2016 (b)

Shares issued
in connection with:

AS OF DECEMBER 31, 2017 (c)

Shares issued
in connection with:

Capital increase reserved for employees

Capital increase as payment of the scrip dividend (second 2016 interim dividend,
third 2016 interim dividend, 2016 final dividend and first 2017 interim dividend)

Exercise of TOTAL share subscription options

Capital increase reserved for employees

Capital increase as payment of the scrip dividend (second 2017 interim dividend,
third 2017 interim dividend, 2017 final dividend and first 2018 interim dividend)

Exercise of TOTAL share subscription options

Issuance of shares in consideration for the acquisition of Maersk Olie og Gas A / S

2,440,057,883

88,401,329

2,237,918

(100,331,268)

2,430,365,862

9,532,190

86,442,256

2,649,308

2,528,989,616

9,354,889

47,229,037

2,096,571

97,522,593

(44,590,699)

2,640,602,007

AS OF DECEMBER 31, 2018 (d)

Cancellation of treasury shares

(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

The Combined General Meeting of June 1, 2018, in its eighteenth
resolution, granted the authority to the Board of Directors to carry
out a capital increase, in one or more occasion(s) within a maximum
period of twenty-six months, reserved to members (employees and
retirees) of a company or group savings plan of the Company.

In fiscal year 2018, following this delegation, the Board of Directors
of September 19, 2018 decided to proceed with a capital increase
reserved for Group employees and retirees that included a classic
offering and a leveraged offering depending on the employees’ or
retirees’ choice, within the limit of 18 million shares with immediate
dividend rights. The Board of Directors has granted all powers to the
Chairman and Chief Executive Officer to determine the opening and
closing dates of the subscription period and the subscription price.
This capital increase will open in 2019 and is expected to be
completed after the General Meeting of May 29, 2019.

In the fiscal year 2018, TOTAL S.A. also completed a capital increase
reserved for Group employees and retirees which resulted in the
subscription of 9,174,817 shares with a nominal value of €2.50 and

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
of the shares was acknowledged on May 3, 2018. Moreover, the
Board of Directors of April 25, 2018, by virtue of the twenty-fourth
resolution of the Combined General Meeting of May 24, 2016,
decided to grant, 6,784 free shares to 1,360 beneficiaries subject to
a presence condition during the five-year acquisition period ending
on April 25, 2023, as a deferred contribution.

In fiscal year 2017, TOTAL S.A. completed a capital increase reserved
for Group employees and retirees which resulted in the subscription
of 9,350,220 shares with a nominal value of €2.50 and a price of
€38.10 per share and of the issuance of 181,970 shares with a par
value of €2.50 granted as free shares. The issuance of the shares
was acknowledged on April 26, 2017. Moreover, the Board of
Directors, during its meeting on April 26, 2017, by virtue of the
twenty-fourth resolution of the Combined General Meeting of May
24, 2016, decided to grant 10,393 free shares to 2,086 beneficiaries
subject to a presence condition during the five-year acquisition period
ending on April 26, 2022, as a deferred contribution.

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,

Number of treasury shares

Percentage of share capital

2018

2017

2016

32,473,281

8,376,756

10,587,822

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
premiums related to shares issuances, contributions or mergers of
the parent company which can be capitalized or used to offset losses
if the legal reserve has reached its minimum required level. The amount
of the paid-in surplus may also be distributed subject to taxation
except in cases of a refund of shareholder contributions.

As of December 31, 2018, paid-in surplus relating to TOTAL S.A.
amounted to €37,276 million (€32,882 million as of December 31,
2017 and €28,961 million as of December 31, 2016).

Under French law, 5% of net income must be transferred to the legal
reserve until the legal reserve reaches 10% of the nominal value of
the share capital. This reserve cannot be distributed to the shareholders
other than upon liquidation but can be used to offset losses.

If wholly distributed, the unrestricted reserves of the parent company
would be taxed for an approximate amount of $607 million as of
December 31, 2018 ($750 million as of December 31, 2017 and
$569 million as of December 31, 2016) with regards to additional
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 8

Note 9

Earnings per share

ACCOUNTING POLICIES

Earnings per share is calculated by dividing net income (Group share)
by the weighted-average number of common shares outstanding
during the period, excluding TOTAL shares held by TOTAL S.A.
(Treasury shares) which are deducted
from consolidated
shareholders’ equity.

Diluted earnings per share is calculated by dividing net income
(Group share) by the fully-diluted weighted-average number of
common shares outstanding during the period. Treasury shares
held by the parent company, TOTAL S.A. are deducted from
consolidated shareholders’ equity. These shares are not
considered outstanding for purposes of this calculation which also
takes into account the dilutive effect of share subscription or
purchase options plans, share grants and capital increases with a
subscription period closing after the end of the fiscal year.

The weighted-average number of fully-diluted shares is calculated
in accordance with the treasury stock method provided for by
IAS 33. The proceeds, which would be recovered in the event of
an exercise of rights related to dilutive instruments, are presumed
to be a share buyback at the average market price over the period.
The number of shares thereby obtained leads to a reduction in the
total number of shares that would result from the exercise of rights.

In compliance with IAS 33, earnings per share and diluted earnings
per share are based on the net income after deduction of the
remuneration due to the holders of deeply subordinated notes.

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

WEIGHTED-AVERAGE NUMBER OF DILUTED SHARES 2,623,716,444 2,494,756,413 2,389,713,936

Earnings per share in euros

The earnings per share in euros, obtained from the earnings per
share in dollars, converted by using the average exchange rate
euro/dollar, is €3.62 per share for 2018 closing (€2.97 for 2017
closing). The fully-diluted earnings per share calculated by using the
same method is €3.59 per share for 2018 closing (€2.96 for 2017
closing).

Dividend

TOTAL S.A. has distributed and paid the following interim dividends
with respect to fiscal year 2018:

— on September 19, 2018, the Board of Directors decided on the
payment of the first interim dividend for fiscal year 2018 of
€0.64 per share and set the issuance price of these newly issued
shares at €52.95 per share, equal to the average Euronext Paris

opening price of the shares for the 20 trading 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 on October 12, 2018 the dividend was
paid in cash and in shares; and

— on December 12, 2018, the Board of Directors decided on the
payment of the second interim dividend for fiscal year 2018 of
€0.64 per share set the issuance price of these newly issued
shares at €48.27 per share, equal to the average 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 rounded up to
the nearest cent. The ex-dividend date of this interim dividend
was December 18, 2018 and on January 10, 2019, the dividend
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
to set the third interim dividend for fiscal year 2018 of €0.64 per
share. The ex-dividend date will be March 19, 2019, and this interim
dividend will be paid on April 5, 2019.

A resolution will be submitted at the Shareholders’ Meeting on May
29, 2019 to pay a dividend of €2.56 per share for the 2018 fiscal
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
been paid.

Issuance of perpetual subordinated notes

The Group did not issue any perpetual subordinated notes in 2018
nor in 2017.

In 2016, the Group issued three tranches of perpetual subordinated
notes in euros through TOTAL S.A.:

— deeply subordinated note 3.875% perpetual maturity callable

after 6 years (€1,750 million);

— deeply subordinated note 2.708% perpetual maturity callable

after 6.6 years (€1,000 million); and

Other comprehensive income

— deeply subordinated note 3.369% perpetual maturity callable

after 10 years (€1,500 million).

In 2015, the Group issued two tranches of perpetual subordinated
notes in euros through TOTAL S.A.:

— deeply subordinated note 2.250% perpetual maturity callable

after 6 years (€2,500 million);

— deeply subordinated note 2.625% perpetual maturity callable

after 10 years (€2,500 million).

Based on their characteristics (mainly no mandatory repayment and
no obligation to pay a coupon except in the event of a dividend
distribution) and in compliance with IAS 32 standard – Financial
instruments – Presentation, these notes were recorded in equity.

As of December 31, 2018, the amount of the perpetual deeply
subordinated note booked in the Group shareholders’ equity is
$10,328 million. The coupons attributable to the holders of these
securities are booked in deduction of the Group shareholders’ equity
for an amount of $315 million for fiscal year 2018 closing. The tax
saving due to these coupons is booked in the statement of 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$)

Actuarial gains and losses

Change in fair value of investments in equity instruments

Tax effect

Currency translation adjustment generated
by the parent company

SUB-TOTAL ITEMS NOT POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS

Currency translation adjustment

– Unrealized gain/(loss) of the period

– Less gain/(loss) included in net income

Available for sale financial assets

– Unrealized gain/(loss) of the period

– Less gain/(loss) included in net income

Cash flow hedge

– Unrealized gain/(loss) of the period

– Less gain/(loss) included in net income

Variation of foreign currency basis spread

– Unrealized gain/(loss) of the period

– Less gain/(loss) included in net income

Share of other comprehensive income
of equity affiliates, net amount

– Unrealized gain/(loss) of the period

– Less gain/(loss) included in net income

Other

Tax effect

SUB-TOTAL ITEMS POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS

TOTAL OTHER COMPREHENSIVE INCOME, NET AMOUNT

2018

(12)

(4,022)

(4,021)

1,113

(80)

2017

823

(390)

9,316

9,749

(2,578)

2016

(371)

(1,548)

(1,864)

(1,098)

(2,408)

170

584

260

(543)

555

324

239

186

(53)

(540)

(677)

935

(655)

933

(2)

(5)

527

(3,494)

(100)

(3,024)

6,725

(76)

(1,859)

1,238

125

(94)

(119)

(80)

(495)

298

TOTAL Registration Document 2018

The currency translation adjustment by currency is detailed in the following table:

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 9

As of December 31, 2018
(M$)

Currency translation adjustment generated
by the parent company

Currency translation adjustment

Currency translation adjustment of equity affiliates

TOTAL CURRENCY TRANSLATION ADJUSTMENT
RECOGNIZED IN COMPREHENSIVE INCOME

As of December 31, 2017
(M$)

Currency translation adjustment generated
by the parent company

Currency translation adjustment

Currency translation adjustment of equity affiliates

TOTAL CURRENCY TRANSLATION ADJUSTMENT
RECOGNIZED IN COMPREHENSIVE INCOME

As of December 31, 2016
(M$)

Currency translation adjustment generated
by the parent company

Currency translation adjustment

Currency translation adjustment of equity affiliates

TOTAL CURRENCY TRANSLATION ADJUSTMENT
RECOGNIZED IN COMPREHENSIVE INCOME

Total

Euro

Pound
sterling

Ruble

Other
currencies

(4,022)

- -

(4,022)

1,113

(564)

1,883

343

(3,473)

(1,796)

(431)

(417)

(10)

(805)

(815)

(329)

(116)

(445)

Total

Euro

Pound
sterling

Other
currencies

Ruble

9,316

(2,578)

(730)

9,316

- -

(3,275)

(1,099)

462

(25)

207

6,008

4,943

436

210

232

187

419

Total

Euro

Pound
sterling

Other
currencies

Ruble

(1,548)

- -

(1,548)

(1,098)

890

(184)

223

(1,756)

(1,509)

(887)

(833)

643

650

Tax effects relating to each component of other comprehensive income are as follows:

2018

2017

2016

For the year ended December 31,
(M$)

Pre-tax
amount

Tax

Net
amount

Pre-tax
amount

Tax
effect

Net
amount

Pre-tax
amount

Tax
effect

effect

Actuarial gains and losses

(12)

1 823 (390)

433

(371)

55 (316)

Change in fair value of investments
in equity instruments

Currency translation adjustment generated
by the parent company

SUB-TOTAL ITEMS NOT POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS

- -

- - - -

- -

(4,022)

(4,022) 9,316

9,316 (1,548)

(1,548)

(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)

Available for sale financial assets

- -

(3)

Cash flow hedge

Variation of foreign currency basis spread

Share of other comprehensive income
of equity affiliates, net amount

Other

SUB-TOTAL ITEMS POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS

(80)

(540)

(5)

(6)

19 324 (97)

227 239 (76)

20 (60)

- - - -

- -

- (540) (677)

- (677) 935

(5)

- -

TOTAL OTHER COMPREHENSIVE INCOME (3,521) 27 (3,494) 7,215

(490)

6,725 (1,838)

513 14 527 (2,924)

(100)

(3,024) 81

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

(34)

(30)

(64)

Net
amount

(1,098)

163

(76)

(21)

935

(1,859)

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
options plans and offer its employees the opportunity to subscribe
to reserved capital increases. These employee benefits are
recognized as expenses with a corresponding credit to
shareholders’ equity.

The expense is equal to the fair value of the instruments granted.
The expense is recognized on a straight-line basis over the period
in which the advantages are acquired.

The fair value of the options is calculated using the Black-Scholes
model at the grant date.

For restricted share plans, the fair value is calculated using the
market price at the grant date after deducting the expected
distribution rate during the vesting period. The global cost is
reduced to take into account the non-transferability over a 2-year
holding period of the shares that could be awarded.

The number of allocated equity instruments can be revised during
the vesting period in cases of non-compliance with performance
conditions, with the exception of those related to the market, or
according to the rate of turnover of the beneficiaries.

The cost of employee-reserved capital increases is immediately
expensed.

The cost of the capital increase reserved for employees consists
of the cost related to the discount on all the shares subscribed
using both the classic and the leveraged schemes, and the
opportunity gain for the shares subscribed using the leveraged
scheme. This opportunity gain corresponds to the benefit of
subscribing to the leveraged offer, rather than reproducing the
same economic profile through the purchase of options in the
market for individual investors. The global cost is reduced to take
into account the non-transferability of the shares that could be
subscribed by the employees over a period of five years.

A) TOTAL share subscription or purchase option plans

2008 Plan 2009 Plan

2010 Plan 2011 Plan

Total

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

Weighted
average
exercise
price

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)

Existing options as of January 1, 2018 - - 1,950,372 490,568

(135,760) (2,649,308) 38.95 €
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
2-year period from the date of the Board meeting awarding the options
and expire eight years after this date. The underlying shares cannot be
transferred during four years from the date of grant. For the 2008 to
2011 Plans, the 4-year transfer restriction period does not apply to

employees of non-French subsidiaries as of the date of the grant, who
may transfer the underlying shares after a 2-year period from the date
of the grant.

Since September 14, 2011, no new TOTAL share subscription or
purchase options plan was decided.

300

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 9

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.
on the market, are finally granted to their beneficiaries after a 3-year
vesting period for the 2013 plan and following Plans, from the date
of the grant. The final grant is subject to a continued employment
condition as well as one performance condition for the 2013 and
2014 plans and two performance conditions for the 2015 plans and
subsequent plans. Moreover, the transfer of the performance shares
finally granted will not be permitted until the end of a 2-year holding
period from the date of the final grant.

2018 Plan

The Board of Directors, on March 14, 2018, granted performance
shares to certain employees and executive directors of the Company
or Group companies, subject to the fulfilment of the presence
condition and two performance conditions.

The presence condition applies to all shares. The performance
conditions apply for all shares granted to senior executives. The grant
of the first 150 shares to non-senior executive are not subject to the
performance condition abovementioned, but the performance
conditions will apply to any shares granted above this threshold.

The performance conditions, weighting for 50% of the final grant
rate, are the Group’s ranking relative to those of its peers (ExxonMobil,
Royal Dutch Shell, BP and Chevron) according to the following two
criteria:

— Total Shareholder Return (TSR), which is calculate annually
using the average of closing prices over one quarter, in USD, at
the beginning and at the end of each three-year period (Q4 year
N/Q4 year N-3). The dividend is considered as being reinvested
on the closing price basis, on the ex-dividend date; and

— annual variation in net cash-flow per share, in USD.

TOTAL S.A.’s ranking will determined a grant rate for each year and
each criteria:

Ranking Grant rate

1st place 180%

2nd place 130%

3rd place 80%

4th and 5th places 0%

For each performance condition, the average of the three grant rates
(on each of the three financial years on which the performance
conditions are based), will be expressed in percentage and capped
at 100%.

C) SunPower plans

During fiscal 2018, SunPower had three stock incentive plans: the
Third Amended and Restated 2005 SunPower Corporation Stock
Incentive Plan (“2005 Plan”); the PowerLight Corporation Common
Stock Option and Common Stock Purchase Plan (“PowerLight Plan”);
and the SunPower Corporation 2015 Omnibus Incentive Plan (“2015
Plan”). The PowerLight Plan, which was adopted by PowerLight’s
Board of Directors in October 2000, was assumed by SunPower by
way of the acquisition of PowerLight in fiscal 2007. The 2005 Plan
was adopted by the SunPower’s Board of Directors in August 2005,
and was approved by shareholders in November 2005. The 2015
Plan, which subsequently replaced the 2005 Plan, was adopted by
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,
SunPower filed post-effective amendments to registration statements
associated with the 2005 Plan and the PowerLight Plan, among
others, to deregister shares no longer required to be registered for
issuance under those plans, as no new awards had been made and
all options had been exercised or had expired. The 2015 Plan allows
for the grant of options, as well as grant of stock appreciation rights,
restricted stock grants, restricted stock units and other equity rights.
The 2015 Plan also allows for tax withholding obligations related to
stock option exercises or restricted stock awards to be satisfied
through the retention of shares otherwise released upon vesting.

The 2015 Plan includes an automatic annual increase mechanism
equal to the lower of three percent of the outstanding shares of all
classes of the SunPower’s common stock measured on the last day
of the immediately preceding fiscal year, 6 million shares, or such
other number of shares as determined by SunPower’s Board of
Directors. In fiscal 2015, the SunPower’s Board of Directors voted to
reduce the stock incentive plan’s automatic increase from 3% to 2%
for 2016. As of December 31, 2018, approximately 11.2 million
shares were available for grant under the 2015 Plan.

The following table summarizes SunPower’s restricted stock activities:

Incentive stock options, nonstatutory stock options, and stock
appreciation rights may be granted at no less than the fair value of
the common stock on the date of grant. The options and rights
become exercisable when and as determined by SunPower’s Board
of Directors, although these terms generally do not exceed ten years
for stock options. SunPower has not granted stock options since
fiscal 2008. All previously granted stock options have been exercised
or expired and accordingly no options remain outstanding. Under
the 2015 Plan, the restricted stock grants and restricted stock units
typically vest in equal installments annually over three or four years.

The majority of shares issued are net of the minimum statutory
withholding requirements that SunPower pays on behalf of its
employees. During fiscal 2018, 2017, and 2016, SunPower withheld
0.7 million, 0.6 million and 1.0 million shares, respectively, to satisfy
the employees’ tax obligations. SunPower pays such withholding
requirements in cash to the appropriate taxing authorities. Shares
withheld are treated as common stock repurchases for accounting
and disclosure purposes and reduce the number of shares
outstanding upon vesting.

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.

Shares
(in thousands)

Restricted stock awards and units

Weighted-average grant
date fair value per share
(in dollars) (a)

OUTSTANDING AS OF JANUARY 3, 2016

Granted

Vested (b)

Forfeited

OUTSTANDING AS OF JANUARY 1, 2017

Granted

Vested (b)

Forfeited

OUTSTANDING AS OF JANUARY 1, 2018

Granted

Vested (b)

Forfeited

OUTSTANDING AS OF DECEMBER 31, 2018

5,063

4,978

(2,837)

(1,057)

6,147

4,863

(1,738)

(1,979)

7,293

4,449

(2,266)

(1,816)

7,660

26.68

18.81

23.47

26.30

21.85

6.76

25.87

18.15

11.83

7.77

14.45

10.10

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 8

Note 9

D) Share-based payment expense

Share-based payment expense before tax was broken down as follows:

As of December 31, (M$)

Total restricted shares plans

SunPower plans

Capital increase reserved for employees

TOTAL

2018

264

315

2017

135

182

2016

113

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,

Date of the Board of Directors meeting that decided the issue

Subscription price (€) (a)

Share price at the reference date (€) (b)

Number of shares (in millions)

Risk free interest rate (%) (c)

Employees loan financing rate (%) (d)

Non transferability cost (% of the reference’s share price)

Expenses ($ million)

(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.

2018

July 26, 2017

37.20

47.03

9.17

0.003

3.95

17.33

30.00

Registration Document 2018 TOTAL

303

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 10

NOTE 10 Payroll, staf and employee beneﬁts obligations

10.1 Employee beneﬁts obligations

ACCOUNTING POLICIES

In accordance with the laws and practices of each country, the
Group participates in employee benefit plans offering retirement,
death and disability, healthcare and special termination benefits.
These plans provide benefits based on various factors such as length
of service, salaries, and contributions made to the governmental
bodies responsible for the payment of benefits.

These plans can be either defined contribution or defined benefit
pension plans and may be entirely or partially funded with
investments made in various non-Group instruments such as
mutual funds, insurance contracts, and other instruments.

Defined benefit obligations are determined according to the
Projected Unit Method. Actuarial gains and losses may arise from
differences between actuarial valuation and projected commitments
(depending on new calculations or assumptions) and between
projected and actual return of plan assets. Such gains and losses
are recognized in the statement of comprehensive income,
with no possibility to subsequently recycle them to the income
statement.

The past service cost is recorded immediately in the statement of
income, whether vested or unvested.

For defined contribution plans, expenses correspond to the
contributions paid.

The net periodic pension cost is recognized under “Other
operating expenses”.

Liabilities for employee benefits obligations consist of the following:

As of December 31, (M$)

Pension benefits liabilities

Other benefits liabilities

Restructuring reserves (early retirement plans)

TOTAL

Net liabilities relating to assets held for sale

2018

2,545

669

149

2017

2,877

705

153

3,363

3,735

2016

2,948

648

150

3,746

145

Description of plans and risk management

The Group operates, for the benefit of its current and former employees,
both defined benefit plans and defined contribution plans.

The Group recognized a charge of $130 million for defined
contribution plans in 2018 ($128 million in 2017 and $157 million in
2016).

The Group’s main defined benefit pension plans are located in France,
the United Kingdom, the United States, Belgium and Germany. Their
main characteristics, depending on the country-specific regulatory
environment, are the following:

— the benefits are usually based on the final salary and seniority;

— they are usually funded (pension fund or insurer);

— they are usually closed to new employees who benefit from

defined contribution pension plans;

— they are paid in annuity or in lump sum.

The pension benefits include also termination indemnities and early
retirement benefits. The other benefits are employer contributions to
post-employment medical care.

In order to manage the inherent risks, the Group has implemented a
dedicated governance framework to ensure the supervision of the
different plans. These governance rules provide for:

— the Group’s representation in key governance bodies or monitoring

committees;

— the principles of the funding policy;

— the general investment policy, including for most plans the
establishment of a monitoring committee to define and follow
the investment strategy and performance and to ensure the
principles in respect of investment allocation are respected;

— a procedure to approve the establishment of new plans or the

amendment of existing plans;

— principles of administration, communication and reporting.

304

TOTAL Registration Document 2018

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:

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 10

As of December 31,
(M$)

Change in benefit obligation

Benefit obligation at beginning of year

Current service cost

Interest cost

Past service cost

Settlements

Plan participants’ contributions

Benefits paid

Actuarial losses/(gains)

Foreign currency translation and other

Pension beneﬁts

Other beneﬁts

2018

2017

2016

2018

2017

2016

12,872 12,164 12,473 705

648

627

236

296

(1)

(141)

(902)

(372)

(495)

263

320

251

373

239 (92)

(2)

(1)

- -

(717)

(651)

(450)

762

1,047 (960)

(28)

(29)

(8)

669

(27)

(36)

705

BENEFIT OBLIGATION AT YEAR-END

11,501 12,872 12,164

Of which plans entirely or partially funded

10,864 12,140 11,376

- -

Of which plans not funded

637

732

788

669

705

Change in fair value of plan assets

Fair value of plan assets at beginning of year

(10,205) (9,123) (9,627)

Interest income

Actuarial losses/(gains)

Settlements

Plan participants’ contributions

Employer contributions

Benefits paid

Foreign currency translation and other

(261)

(256)

(307)

424

129

(8)

(417)

778

415

(344)

(428)

- -

(7)

(171)

(8)

(130)

591 538

(895)

839

FAIR VALUE OF PLAN ASSETS AT YEAR-END

(9,145) (10,205) (9,123)

- -

UNFUNDED STATUS

Asset ceiling

2,356 2,667 3,041

669

705

- -

NET RECOGNIZED AMOUNT

2,384 2,707 3,067

669

Pension benefits and other benefits liabilities

2,545 2,877 2,948 669

705

Other non-current assets

Net benefit liabilities relating to assets held for sale

(161)

(170)

- -

(26)

145

- -

(30)

(20)

648

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:

For the year ended December 31,
(M$)

2018 2017 2016 2018 2017 2016

Pension beneﬁts Other beneﬁts

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 8

Note 10

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%

Inflation rate (weighted average for all regions)

2.44% 2.40% 2.41%

Of which Euro zone

Of which United States

Of which United Kingdom

Of which Euro zone

Of which United States

Of which United Kingdom

1.72% 1.71% 1.69% 1.87% 1.93% 1.85%

4.00% 3.75% 4.00% 4.00% 3.75% 4.00%

3.00% 2.50% 2.75%

1.50% 1.50% 1.50%

2.50% 2.50% 2.50%

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$)

Benefit obligation as of December 31, 2018

0.5% Increase

0.5% Decrease

(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$)

Benefit obligation as of December 31, 2018

10.2 Payroll and staf

For the year ended December 31,

Personnel expenses (M$)

Wages and salaries (including social charges)

Group employees at December 31,

France

– Management

– Other

International

– Management

– Other

TOTAL

0.5% Increase

0.5% Decrease

582

(533)

2018

2017

2016

9,099

7,985

8,238

13,377

11,880

22,629

19,372

12,057

19,567

16,963

16,489

17,186

51,491

50,536

53,358

104,460

98,277

102,168

The number of employees includes only employees of fully consolidated subsidiaries.

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
current tax expenses (or income) and the deferred tax expenses
(or income).

The expense (or income) of current tax is the estimated amount of
the tax due for the taxable income of the period.

The Group uses the method whereby deferred income taxes are
recorded based on the temporary differences between the carrying
amounts of assets and liabilities recorded in the balance sheet
and their tax bases, and on carry-forwards of unused tax losses
and tax credits.

Deferred tax assets and liabilities are measured using the tax rates
that have been enacted or substantially enacted at the balance
sheet date. The tax rates used depend on the timing of reversals of
temporary differences, tax losses and other tax credits. The effect
of a change in tax rate is recognized either in the Consolidated
statement of income or in shareholders’ equity depending on the
item it relates to.

Deferred tax resulting from temporary differences between the
carrying amounts of equity-method investments and their tax
bases are recognized. The deferred tax calculation is based on
the expected future tax effect (dividend distribution rate or tax rate
on capital gains).

Income taxes are detailed as follows:

For the year ended December 31, (M$)

Current income taxes

Deferred income taxes

TOTAL INCOME TAXES

2018

(6,971)

455

2017

(3,416)

387

(6,516)

(3,029)

Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as follows:

2016

(2,911)

1,941

(970)

2016

3,267

1,257

5,862

2018

3,779

995

8,409

2017

3,014

1,153

6,344

(15,469)

(13,387)

(14,952)

(2,541)

(4,827)

(2,746)

(5,622)

(2,126)

(6,692)

As of December 31, (M$)

Net operating losses and tax carry forwards

Employee benefits

Other temporary non-deductible provisions

Differences in depreciations

Other temporary tax deductions

NET DEFERRED TAX LIABILITY

The reserves of TOTAL subsidiaries that would be taxable if
distributed but for which no distribution is planned, and for which no
deferred tax liability has therefore been recognized, totaled
$10,713 million as of December 31, 2018.

Deferred tax assets not recognized as of December 31, 2018 amount
to $3,315 million as their future recovery was not regarded as
probable given the expected results of the entities. Particularly in the
Exploration & Production segment, when the affiliate or the field
concerned is in its exploration phase, the net operating losses created

during this phase will be useable only if a final investment and
development decision is made. Accordingly, the time limit for the
utilization of those net operating losses is not known.

Deferred tax assets not recognized relate notably to France for an
amount of $470 million, to Australia for an amount of $370 million, to
Nigeria for an amount of $303 million and to Canada for an amount
of $250 million.

After netting deferred tax assets and liabilities by fiscal entity, deferred
taxes are presented on the balance sheet as follows:

As of December 31, (M$)

Deferred tax assets, non-current

Deferred tax liabilities, non-current

NET AMOUNT

The net deferred tax variation in the balance sheet is analyzed as follows:

As of December 31, (M$)

OPENING BALANCE

Deferred tax on income

Deferred tax on shareholders’ equity (a)

Changes in scope of consolidation

Currency translation adjustment

CLOSING BALANCE

2018

6,663

2017

5,206

2016

4,368

(11,490)

(10,828)

(11,060)

(4,827)

(5,622)

(6,692

2018

2017

(5,622)

(6,692)

455

151

162

387

(490)

1,154

2016

(8,378)

1,941

(21)

(370)

136

(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 8

Note 11

Reconciliation between provision for income taxes and pre-tax income

For the year ended December 31, (M$)

Consolidated net income

Provision for income taxes

PRE-TAX INCOME

French statutory tax rate

THEORETICAL TAX CHARGE

2018

2017

2016

11,550 8,299 6,206

6,516 3,029 970

18,066 11,328 7,176

34.43% 44.43% 34.43%

(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

Permanent differences

Adjustments on prior years income taxes

Adjustments on deferred tax related to changes in tax rates

Changes in valuation allowance of deferred tax assets

1,080 888 761

1,740 1,491 (76)

(40) (91) 54

2 (309) 234

(20) 658 523

NET PROVISION FOR INCOME TAXES (6,516) (3,029) (970)

The French statutory tax rate includes the standard corporate tax
rate (33.33%), additional and exceptional applicable taxes that bring
the overall tax rate to 34.43% in 2018 (versus 44.43% in 2017 and
34.43% in 2016).

Permanent differences are mainly due to impairment of goodwill and
to dividends from non-consolidated companies as well as the specific
taxation rules applicable to certain activities.

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$)

2017

2018

2019

2020

2021 (a)

2022 (b)

2023 and after

Unlimited

TOTAL

(a) 2021 and after for 2016.
(b) 2022 and after for 2017.

2018

2017 2016

130

109

90 64 60

70 60

1,154

1,330

1,423

2,126 1,461 1,814

3,779 3,014 3,267

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

As of December 31, 2018 (M$)

Canada

France

Australia

2019

2020

2021

2022

United
States

United
Kingdom

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
(legal or constructive) as a result of a past event for which it is
probable that an outflow of resources will be required and when a
reliable estimate can be made regarding the amount of the
obligation. The amount of the liability corresponds to the best
possible estimate.

As of December 31, (M$)

Litigations and accrued penalty claims

Provisions for environmental contingencies

Asset retirement obligations

Other non-current provisions

Of which restructuring activities (Refining & Chemicals and Marketing & Services)

Of which financial risks related to non-consolidated and equity consolidated affiliates

Of which contingency reserve on solar panels warranties (SunPower)

Other non-current liabilities

TOTAL

Provisions and non-current liabilities are comprised of liabilities for
which the amount and the timing are uncertain. They arise from
environmental risks, legal and tax risks, litigation and other risks.

2018

736

862

14,286

3,144

134

100

173

2,404

2017

706

964

2016

1,123

938

12,240

12,665

1,370

1,455

160

177

706

184

168

665

21,432

15,986

16,846

In 2018, litigation reserves amount to $736 million of which
$561 million in the Exploration & Production, notably in Angola,
Nigeria and Brazil.

In 2018, other non-current liabilities mainly include debts (whose maturity
is more than one year) related to fixed assets acquisitions.

In 2017, litigation reserves amounted to $706 million of which
$512 million in the Exploration & Production, notably in Angola and
Nigeria.

In 2017, other non-current liabilities mainly included debts (whose
maturity is more than one year) related to fixed assets acquisitions.

In 2016, litigation reserves amounted to $1,123 million of which
$959 million was in the Exploration & Production, notably in Angola
and Nigeria.

In 2016, other non-current liabilities mainly included debts (whose
maturity is more than one year) related to fixed assets acquisitions.

Changes in provisions and other non-current liabilities

Changes in provisions and other non-current liabilities are as follows:

(M$)

2018

Of which asset retirement obligations
(corresponds to accretion for allowances)

Of which environmental contingencies
(Marketing & Services, Refining & Chemicals)

Of which restructuring of activities

As of
January, 1 Allowances

Currency
translation
adjustment

Reversals

As of
December, 31

Other

15,986

2,416

(1,378)

(519)

4,927

21,432

530

(320)

149

(111)

(106)

2017

16,846

1,172

(1,612)

681

(1,101)

15,986

Of which asset retirement obligations
(corresponds to accretion for allowances)

Of which environmental contingencies
(Marketing & Services, Refining & Chemicals)

Of which restructuring of activities

544

(330)

(120)

(84)

2016

17,502

1,569

(1,268)

(484)

(473)

16,846

Of which asset retirement obligations
(corresponds to accretion for allowances)

Of which environmental contingencies
(Marketing & Services, Refining & Chemicals)

Of which restructuring of activities

523

(502)

(82)

(68)

310

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 12

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
obligation, are recognized based on a reasonable estimate in the
period in which the obligation arises.

The associated asset retirement costs are capitalized as part of
the carrying amount of the underlying asset and depreciated over
the useful life of this asset.

An entity is required to measure changes in the liability for an
asset retirement obligation due to the passage of time (accretion)
by applying a risk-free discount rate to the amount of the liability.
Given the long term nature of expenditures related to our asset
retirement obligations, the rate is determined by reference to the
high quality rates for AA-rated Corporate bonds on the USD area
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
obligation is 4.5% as in 2017 and 2016 (the expenses are estimated
at current currency values with an inflation rate of 2%). A decrease of
0.5% of this rate would increase the asset retirement obligation by
$1,353 million, with a corresponding impact in tangible assets, and

with a negative impact of approximately $90 million on the following
years net income. Conversely, an increase of 0.5% would have a
nearly symmetrical impact compared to the effect of the decrease of
0.5%.

Changes in the asset retirement obligation are as follows:

(M$)

2018

2017

2016

As of
January 1,

Accretion

Revision in
estimates

New
obligations

Spending on
existing
obligations

Currency
translation
adjustment

Other

As of
December 31,

12,240

12,665

13,314

530

544

523

(458)

811

(320)

(364)

1,847

(1,107)

(558)

334

375

(330)

(502)

448

(314)

(395)

(92)

12,665

14,286

12,240

12.2 Other risks and contingent liabilities

TOTAL is not currently aware of any exceptional event, dispute, risks or
contingent liabilities that could have a material impact on the assets
and liabilities, results, financial position or operations of the Group.

FERC

TGPNA received a Notice of Alleged Violations from FERC on
September 21, 2015. On April 28, 2016, FERC issued an order to
show cause to TGPNA and two of its former employees, and to
TOTAL S.A. and Total Gas & Power Ltd., regarding the same facts.
TGPNA contests the claims brought against it.

A class action launched to seek damages from these three
companies, was dismissed by a judgment of the U.S. District Court
of New York issued on March 15, 2017. The Court of Appeal upheld
this judgment on May 4, 2018.

Registration Document 2018 TOTAL

311

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 13

NOTE 13 Of balance sheet commitments and lease contracts

13.1 Of balance sheet commitments and contingencies

As of December 31, 2018 (M$)

Maturity and installments

Less than
Total
1 year

Between
1 and 5 years

More than
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 8

Note 13

As of December 31, 2017 (M$)

Non-current debt obligations net of hedging instruments (Note 15)

Current portion of non-current debt obligations net
of hedging instruments (Note 15)

Finance lease obligations (Note 13.2)

Asset retirement obligations (Note 12)

CONTRACTUAL OBLIGATIONS RECORDED
IN THE BALANCE SHEET

Operating lease obligations (Note 13.2)

Purchase obligations

CONTRACTUAL OBLIGATIONS NOT RECORDED
IN THE BALANCE SHEET

TOTAL OF CONTRACTUAL OBLIGATIONS

Guarantees given for excise taxes

Guarantees given against borrowings

Indemnities related to sales of businesses

Guarantees of current liabilities

Guarantees to customers / suppliers

Letters of credit

Other operating commitments

TOTAL OF OTHER COMMITMENTS GIVEN

Mortgages and liens received

Sales obligations

Other commitments received

TOTAL OF COMMITMENTS RECEIVED

Of which commitments given relating to joint ventures

Of which commitments given relating to associates

Maturity and installments

Less than
1 year

Between
1 and 5 years

More than
5 years

19,540

20,004

4,646

485

5,170

1,401

8,605

10,006

15,176

1,938

411

120

1,100

2,680

1,165

7,505

6,263

3,549

9,835

160

580

261

2,165

21,966

2,886

23,917

26,803

48,769

10,607

109

268

102

637

11,813

21,513

1,111

22,650

12,225

5,991

856

9,590

30,450

2,154

53,844

55,998

86,448

106

5,062

160

121

2,812

183

15,629

24,073

39,238

2,738

42,016

24,462

14,058

Total

39,544

4,646

1,156

12,240

57,586

6,441

86,366

92,807

150,393

2,073

16,080

341

321

4,180

2,965

17,431

43,391

67,014

7,398

74,501

36,847

20,629

Registration Document 2018 TOTAL

313

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 13

As of December 31, 2016 (M$)

Maturity and installments

Less than
1 year

Total

Between
1 and 5 years

More than
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

Debt obligations

“Non-current debt obligations” are included in the items “Non-current
financial debt” and “Non-current financial assets” of the consolidated
balance sheet. It includes the non-current portion of swaps hedging
bonds, and excludes non-current finance lease obligations of
$1,665 million.

The current portion of non-current debt is included in the items
“Current borrowings”, “Current financial assets” and “Other current
financial liabilities” of the consolidated balance sheet. It includes the
current portion of swaps hedging bonds, and excludes the current
portion of finance lease obligations of $213 million.

The information regarding contractual obligations linked to indebtedness
is presented in Note 15 to the Consolidated Financial Statements.

Lease contracts

The information regarding operating and finance leases is presented
in Note 13.2 to the Consolidated Financial Statements.

Asset retirement obligations

This item represents the discounted present value of Exploration &
Production asset retirement obligations, primarily asset removal costs
at the completion date. The information regarding contractual
obligations linked to asset retirement obligations is presented in
Note 12 to the Consolidated Financial Statements.

Purchase obligations

Purchase obligations are obligations under contractual agreements
to purchase goods or services, including capital projects. These
obligations are enforceable and legally binding on the Company and
specify all significant terms, including the amount and the timing of
the payments.

These obligations mainly
include: unconditional hydrocarbon
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.

B) Other commitments given

Guarantees given for excise taxes

These consist of guarantees given by the Group to customs
authorities in order to guarantee the payments of taxes and excise
duties on the importation of oil and gas products, mostly in France.

Guarantees given against borrowings

The Group guarantees bank debt and finance lease obligations of
certain non-consolidated subsidiaries and equity affiliates. Maturity
dates vary, and guarantees will terminate on payment and / or
cancellation of the obligation. A payment would be triggered by failure
of the guaranteed party to fulfill its obligation covered by the
guarantee, and no assets are held as collateral for these guarantees.

314

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 13

As of December 31, 2018, the maturities of these guarantees are
up to 2043.

As of December 31, 2018, the guarantees provided by TOTAL S.A.
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 in 2018 by TOTAL S.A. in connection with the financing of the
Yamal LNG project for an amount of $3,875 million by TOTAL S.A.
As of December 31, 2017, the guarantees amounted to $4,038 million.

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.

Indemnities related to sales of businesses

In the ordinary course of business, the Group executes contracts
involving standard indemnities for the oil industry and indemnities
specific to transactions such as sales of businesses. These indemnities
might include claims against any of the following: environmental, tax
and shareholder matters, intellectual property rights, governmental

regulations and employment-related matters, dealer, supplier, and
other commercial contractual relationships. Performance under these
indemnities would generally be triggered by a breach of terms of the
contract or by a third party claim. The Group regularly evaluates the
probability of having to incur costs associated with these indemnities.

Other guarantees given

Non-consolidated subsidiaries

The Group also guarantees the current liabilities of certain non-
consolidated subsidiaries. Performance under these guarantees
would be triggered by a financial default of the entity.

Operating agreements

As part of normal ongoing business operations and consistent with
generally accepted and recognized industry practices, the Group
enters into numerous agreements with other parties. These
commitments are often entered into for commercial purposes, for
regulatory purposes or for other operating agreements.

C) Commitments received

Sales obligations

These amounts represent binding obligations under contractual
agreements to sell goods, including in particular unconditional
hydrocarbon sales contracts (except where an active, highly-liquid
market exists and when the volumes are expected to be re-sold
shortly after purchase).

13.2 Lease contracts

ACCOUNTING PRINCIPLES

A finance lease transfers substantially all the risks and rewards
incidental to ownership from the lessor to the lessee. These
contracts are capitalized as assets at fair value or, if lower, at the
present value of the minimum lease payments according to the
contract. A corresponding financial debt is recognized as a financial
liability. These assets are depreciated over the corresponding
useful life used by the Group.

Leases that are not finance leases as defined above are recorded
as operating leases.

Certain arrangements do not take the legal form of a lease but
convey the right to use an asset or a group of assets in return for
fixed payments. Such arrangements are accounted for as leases
and are analyzed to determine whether they should be classified
as operating leases or as finance leases.

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

2020

2021

2022

2023

2024 and beyond

TOTAL MINIMUM PAYMENTS

Less financial expenses

NOMINAL VALUE OF CONTRACTS

Less current portion of finance lease contracts

NON-CURRENT FINANCE LEASE LIABILITIES

1,644

1,282

967

772

669

3,796

9,130

263

183

182

179

1,826

2,812

(934)

1,878

(213)

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

2019

2020

2021

2022

2023 and beyond

TOTAL MINIMUM PAYMENTS

Less financial expenses

NOMINAL VALUE OF CONTRACTS

Less current portion of finance lease contracts

NON-CURRENT FINANCE LEASE LIABILITIES

1,401

988

814

623

462

2,153

6,441

864

1,204

(48)

1,156

(39)

1,117

For the year ended December 31, 2016 (M$)

Operating leases

Finance leases

2017

2018

2019

2020

2021

2022 and beyond

TOTAL MINIMUM PAYMENTS

Less financial expenses

NOMINAL VALUE OF CONTRACTS

Less current portion of finance lease contracts

NON-CURRENT FINANCE LEASE LIABILITIES

1,582

1,054

777

687

435

1,943

6,478

247

393

(74)

319

(8)

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

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:

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 14

Amortized
cost

Fair value
through P&L

4,755

1,059

- 67

Fair value
through OCI –
equity
instruments

Fair value of
instruments
hedge

Total

Fair value

362

4,755

- 1,421 1,421

- 613 680 680

2,348 - - - 2,348 2,348

17,270 - - - 17,270 17,270

TOTAL FINANCIAL ASSETS

62,810

3,930

362

6,994

3,536

27,907

2,731

666

9,733

3,654

27,907

67,768

188,994

256,762

9,733

3,654

27,907

67,768

(38,220)

(26,134)

(29)

(9,854)

(3,429)

(13,306)

(183)

(1,880)

(40,129)

(41,281)

(3)

(26,134)

(13,286)

(13,306)

(295)

(478)

(87,514)

(3,641)

(2,178)

(93,333)

(94,485)

(163,429)

(256,762)

As of December 31, 2018
(M$)
ASSETS / (LIABILITIES)

Equity affiliates: loans

Other investments

Non-current financial assets

Other non-current assets

Accounts receivable, net (b)

Other operating receivables

Current financial assets

Cash and cash equivalents

TOTAL NON-FINANCIAL ASSETS

TOTAL ASSETS

Non-current financial debt (a)

Accounts payable (b)

Other operating liabilities

Current borrowings (a)

Other current financial liabilities

TOTAL FINANCIAL
LIABILITIES

TOTAL NON-FINANCIAL LIABILITIES

TOTAL LIABILITIES

(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

As of December 31, 2017
(M$)

Amortized
cost

Fair value

Financial instruments related to ﬁnancing and operational activities

Other
ﬁnancial
instruments

Amortized
cost

Total Fair value

ASSETS / (LIABILITIES)

Available
for sale (a)

Held for
trading

Financial

debt (b)

Hedging of
Financial
debt

Cash ﬂow
hedge

Net investment
hedge
and other

Equity affiliates: loans

5,135

Other investments

Non-current financial
assets

Other non-current assets

3,765

Accounts receivable, net (c)

Other operating
receivables

Current financial assets

2,970

Cash and cash
equivalents

TOTAL FINANCIAL
ASSETS

TOTAL NON-FINANCIAL
ASSETS

TOTAL ASSETS

Non-current
financial debt

Accounts payable (c)

Other operating
liabilities

(18,470)

1,727

Current borrowings

(6,925)

Other current financial
liabilities

TOTAL FINANCIAL
LIABILITIES

(25,395)

TOTAL NON-FINANCIAL
LIABILITIES

TOTAL LIABILITIES

1,977

251

337

269

172

- 5,135 5,135

1,727 1,727

679

- 3,815 3,815

14,893

7,347

9,336

3,393

- 33,185 33,185 33,185

11,870 1,777 2,301

509

281

- 55,425 72,163 72,163

- 170,468

- 242,631

(20) (21,768)

(951)

- (41,340) (42,886)

- (26,479) (26,479) (26,479)

- (1,794)

- (8,341) (10,135) (10,135)

- (4,171)

(88)

(157)

(131)

(1,902) (25,939) (1,108)

(131)

- (11,096) (11,095)

- (245) (245)

(34,820) (89,295) (90,840)

- (153,336)

- (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

Financial instruments related to ﬁnancing and operational activities

Other
ﬁnancial
instruments

Total

Fair value

As of December 31, 2016
(M$)

Amortized

cost

Fair value

Amortized
cost

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 14

ASSETS / (LIABILITIES)

Available
for sale (a)

Held for
trading

Hedging of
Financial
Financial
debt

debt (b)

Net investment
hedge
and other

Cash ﬂow
hedge

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

Non-current financial debt

Secured Unsecured Total

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

Fixed rate bonds after cash flow hedge

Other floating rate debt

Other fixed rate debt

Financial lease obligations

Non-current instruments held for trading

- 20,570 20,570

- 15,672 15,672

111 621 732

94 754 848

1,665 - 1,665

- (38) (38)

NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS 1,870 37,579

39,449

As of December 31, 2017 (M$)
(ASSETS) / LIABILITIES

Non-current financial debt

Secured Unsecured Total

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

Fixed rate bonds after cash flow hedge

Other floating rate debt

Other fixed rate debt

Financial lease obligations

Non-current instruments held for trading

- 20,620 20,620

- 16,469 16,469

70 1,692 1,762

123 623 746

1,117 - 1,117

- (53) (53)

NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS 1,310 39,351

40,661

As of December 31, 2016 (M$)
(ASSETS) / LIABILITIES

Non-current financial debt

Secured Unsecured Total

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

Fixed rate bonds after cash flow hedge

Other floating rate debt

Other fixed rate debt

Financial lease obligations

Non-current instruments held for trading

- 29,147 29,147

- 10,315 10,315

76 1,291 1,367

185 892 1,077

311 - 311

- (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 8

Note 15

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
value hedge and
variable rate bonds
(M$)

Currency of
issuance

Amount after
hedging as of
December 31,
2018

Amount after
hedging as of
December 31,
2017

Amount after
hedging as of
December 31,

2016

Range of
current
maturities

Range of initial
current rate before
hedging instruments

Bond

USD

CHF

NZD

AUD

EUR

CAD

GBP

NOK

HKD

6,276

750

204

252

699

10,212

1,644

1,536

472

207

7,266

1,385

391

252

850

8,266

1,639

188

1,855

470

103

212

11,036 2019 – 2028

2.100% – 3.883%

1,385 2019 – 2020 USLIBOR 3 mois + 0.35%
USLIBOR 3 mois + 0.75%

1,441

2026

0.298%

251 2019 – 2020

4.750% – 5.000%

1,211 2019 – 2025

3.750% – 4.250%

10,958 2019 – 2044

0.250% – 4.875%

1,638

2020 EURIBOR 3 mois + 0.30%
EURIBOR 3 mois + 0.31%

289

2020

2.125%

2,215 2020 – 2022

1.750% – 2.250%

2019

GBLIB3M + 0.30%

469

355

392 2019 – 2025

2.920% – 4.180%

Current portion
(less than one year)

Total Principal
Financing Entities (a)

TOTAL S.A. (b)

Other consolidated subsidiaries

TOTAL BONDS AFTER
FAIR VALUE HEDGE

(3,679)

(4,156)

(4,391)

18,666

1,203

701

18,721

1,201

698

27,249

1,200

698

20,570

20,620

29,147

2022

0.500%

Bonds after
cash ﬂow hedge
and ﬁxed rate bonds
(M$)

Currency of
issuance

Amount after
hedging as of
December 31,
2018

Amount after
hedging as of
December 31,
2017

Amount after
hedging as of
December 31,
2016

Range of
current
maturities

Range of initial
current rate before
hedging instruments

Bond

Current portion
(less than one year)

Total Principal
Financing Entities (a)

Other consolidated
subsidiaries

TOTAL BONDS AFTER
CASH FLOW HEDGE
AND FIXED RATE BONDS

EUR

USD

CNY

HKD

CHF

GBP

9,268

5,040

187

1,035

326

9,337

5,000

164

188

1,037

324

(946)

(164)

5,248 2019 – 2029

0.750% – 5.125%

4,250 2020 – 2024

2.750% – 4.450%

153

2026

3.088%

2024-2027

0.510% – 1.010%

2024

1.250%

14,910

15,886

9,651

762

583

664

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)

As of December 31, 2018
(M$)

Non-current
ﬁnancial debt

of which hedging
instruments of
non-current
ﬁnancial debt
(liabilities)

of which hedging
instruments of
non-current
ﬁnancial debt
(assets)

Non-current
ﬁnancial debt and
related ﬁnancial
instruments

Non-current
ﬁnancial assets

2020

2021

2022

2023

2024 and beyond

TOTAL

As of December 31, 2017
(M$)

2019

2020

2021

2022

2023 and beyond

TOTAL

As of December 31, 2016
(M$)

2018

2019

2020

2021

2022 and beyond

TOTAL

5,442

4,042

5,262

5,020

20,363

40,129

386

251

448

702

1,880

(10)

(76)

(104)

(37)

(453)

(680)

(57)

(104)

(452)

(613)

5,432 14%

3,966 10%

5,158 13%

4,983 13%

19,910 50%

39,449 100%

of which hedging
instruments of
non-current
ﬁnancial debt
(liabilities)

Non-current
ﬁnancial debt

of which hedging
instruments of
non-current
ﬁnancial debt
(assets)

Non-current
ﬁnancial debt and
related ﬁnancial
instruments

Non-current
ﬁnancial assets

6,005

5,119

3,810

5,026

21,380

41,340

164

222

165

435

1,082

(75)

(2)

(15)

(67)

(520)

(679)

(68)

(67)

(471)

(606)

5,930 15%

5,117 13%

3,795

4,959 12%

20,860 51%

40,661 100%

of which hedging
instruments of
non-current
ﬁnancial debt
(liabilities)

Non-current
ﬁnancial debt

of which hedging
instruments of
non-current
ﬁnancial debt
(assets)

Non-current
ﬁnancial debt and
related ﬁnancial
instruments

Non-current
ﬁnancial assets

4,572

5,812

4,956

3,609

24,118

43,067

249

327

564

237

2,274

3,651

(252)

(110)

(4)

(31)

(511)

(908)

(235)

(104)

(7)

(499)

(845)

4,320 10%

5,702 14%

4,952 12%

3,578

23,607 56%

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$)

U.S. dollar

Euro

Norwegian krone

Other currencies

TOTAL

As of December 31, (M$)

Fixed rate

Floating rate

TOTAL

2018

38,120

1,103

199

97%

2017

38,703

95%

724

975

259

2016

39,963

977

928

291

95%

39,449

100%

40,661

100%

42,159

100%

2018

18,139

21,310

39,449

46%

54%

100%

2017

18,332

45%

22,329

40,661

55%

100%

2016

11,703

30,456

42,159

28%

72%

100%

322

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 15

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

Current financial debt (a)

Current portion of non-current financial debt

CURRENT BORROWINGS (Note 14)

Current portion of hedging instruments of debt (liabilities)

Other current financial instruments (liabilities)

OTHER CURRENT FINANCIAL LIABILITIES (Note 14)

Current deposits beyond three months

Current portion of hedging instruments of debt (assets)

Other current financial instruments (assets)

CURRENT FINANCIAL ASSETS (Note 14)

CURRENT BORROWINGS AND RELATED FINANCIAL ASSETS AND LIABILITIES, NET

2018

8,316

4,990

13,306

295

183

478

2017

6,396

4,700

2016

9,469

4,451

11,096

13,920

157

245

212

115

327

(3,536)

(2,970)

(4,413)

(45)

(73)

(3,654)

10,130

(172)

(251)

(3,393)

7,948

(41)

(94)

(4,548)

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

(M$)

Non-current financial
instruments – assets

(a)

As of
January 1,
2018

Cash
changes

Change
in scope,
including
IFRS 5
reclassiﬁcation

Foreign
currency

(679)

(72)

Non-current financial debt

41,340 649

4,708 (59)

Changes
in fair value

Reclassiﬁcation
Non-current /

Current Other

As of
December
31, 2018

(680)

(6,260) (311) 40,129

NON-CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS

Current financial
instruments – assets (a)

Current borrowings

Current financial
instruments – liabilities (a)

CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS

Financial debt classified
as held for sale

FINANCIAL DEBT

40,661 649

4,636 (47)

121

(6,260) (311) 39,449

(423)

11,096 (3,990)

230 270

295

(514)

(118)

6,260

(46)

13,306

245

(11)

177

478

10,918 (3,990)

297 269

(42)

6,260

(46)

13,666

51,579 (3,341)

4,933 222

(357) 53,115

Registration Document 2018 TOTAL

323

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 15

Non-cash changes

As of
January 1,
2017

Cash
changes

Change
in scope,
including
IFRS 5
reclassiﬁcation

Foreign
currency

Changes
in fair value

Reclassiﬁcation
Non-current /

Current Other

As of
December
31, 2017

(M$)

Non-current financial
instruments – assets

(a)

Non-current financial debt

43,067 2,277

2 203

(908)

(62)

291

(451)

(679)

(4,713) 955 41,340

NON-CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS

Current financial
instruments – assets (a)

Current borrowings

Current financial
instruments – liabilities (a)

CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS

Financial debt classified
as held for sale

FINANCIAL DEBT

42,159 2,277

2 141

(160)

(4,713) 955 40,661

(135)

- (34)

13,920 (7,175)

(50)

(585)

(254)

290

(423)

4,713 (17)

11,096

327

- 18

(100)

- 245

14,112 (7,175)

(50)

(601)

(64)

4,713

(17)

10,918

56,292 (4,898)

(21)

(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$)

Issuance of non-current debt

Repayment of non-current debt

NET AMOUNT

D) Cash and cash equivalents

2018

3,938

(3,289)

649

2017

2,959

(682)

2,277

2016

4,096

(520)

3,576

ACCOUNTING POLICIES

Cash and cash equivalents are comprised of cash on hand and
highly liquid short-term investments that are easily convertible into
known amounts of cash and are subject to insignificant risks of
changes in value.

Investments with maturity greater than three months and less than
twelve months are shown under “Current financial assets”.

Changes in current financial assets and liabilities are included in
the financing activities section of the Consolidated Statement of
Cash Flows.

Cash and cash equivalents are detailed as follows:

For the year ended December 31, (M$)

Cash

Cash equivalents

TOTAL

2018

2017

2016

15,186

13,427

12,129

12,721

19,758

27,907

33,185

12,468

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 8

Note 15

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

Current borrowings

Other current financial liabilities

Current financial assets

Net financial assets and liabilities held for sale or exchange

Non-current financial debt

Non-current financial assets

Cash and cash equivalents

NET FINANCIAL DEBT

Shareholders’ equity – Group share

Non-controlling interests

SHAREHOLDERS’ EQUITY

NET-DEBT-TO-CAPITAL RATIO

2018

2017

2016

13,306

11,096

13,920

478

245

327

(3,654)

(3,393)

(4,548)

(15)

(140)

40,129

41,340

43,067

(680)

(679)

(908)

(27,907)

(33,185)

(24,597)

21,657

15,424

115,640

111,556

2,474

2,481

27,121

98,680

2,894

118,114

114,037

101,574

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
risks of changes in interest rates, foreign exchange rates and
commodity prices. These financial instruments are accounted for
in accordance with IFRS 9. Changes in fair value of derivative
instruments are recognized in the statement of income or in other
comprehensive income and are recognized in the balance sheet
in the accounts corresponding to their nature, according to the
risk management strategy. The derivative instruments used by
the Group are the following:

Cash management

Financial instruments used for cash management purposes are
part of a hedging strategy of currency and interest rate risks within
global limits set by the Group and are considered to be used
for transactions (held for trading). Changes in fair value are
systematically recorded in the statement of income. The balance
sheet value of those instruments is included in “Current financial
assets” or “Other current financial liabilities”.

Long-term financing

When an external long-term financing is set up, specifically to
finance subsidiaries, and when this financing involves currency
and interest rate derivatives, these instruments are qualified as:

1) Fair value hedge of the interest rate risk on the external debt
and of the currency risk of the loans to subsidiaries. Changes
in fair value of derivatives are recognized in the statement of
income as are changes in fair value of underlying financial
debts and loans to subsidiaries.

Under IFRS9 the Group has recognized in a separate
component of the comprehensive income the variation of
foreign currency basis spread identified in the hedging
relationships qualifying as a fair value hedge.

The fair value of those hedging instruments of long-term
financing is included in assets under “Non-current financial

assets” or in liabilities under “Non-current financial debt” for
the non-current portion. The current portion (less than one
year) is accounted for in “Current financial assets” or “Other
current financial liabilities”.

In case of the anticipated termination of derivative instruments
accounted for as fair value hedges, the amount paid or
received is recognized in the statement of income and:

– if this termination is due to an early cancellation of the hedged
items, the adjustment previously recorded as revaluation
of those hedged items is also recognized in the statement
of income;

– if the hedged items remain in the balance sheet, the
adjustment previously recorded as a revaluation of those
hedged items is spread over the remaining life of those
items.

During a change in the nature of the hedge (fair value hedge
to cash flow hedge), if the components of aggregate exposure
had already been designated in a hedging relationship (FVH),
the Group recognizes the second relationship (CFH) without
having to de-qualify and re-qualify the initial hedging relationship.

2) Cash flow hedge when the Group implements a strategy of
fixing interest rate on the external debt. Changes in fair value
are recorded in Other comprehensive Income for the effective
portion of the hedging and in the statement of income for the
ineffective portion of the hedging. Amounts recorded in equity
are transferred to the income statement when the hedged
transaction affects profit or loss.

The fair value of those hedging instruments of long-term
financing is included in assets under “Non-current financial
assets” or in liabilities under “Non-current financial debt” for
the non-current portion. The current portion (less than one
year) is accounted for in “Current financial assets” or “Other
current financial liabilities”.

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
anticipation, gains or losses previously recognized in equity
remain in equity. Amounts are recycled to the income statement
only when the hedged transaction affects profit or loss.

statement of income in the same period as the total or partial
disposal of the foreign activity.

The fair value of these instruments is recorded under “Current
financial assets” or “Other current financial liabilities”.

Foreign subsidiaries’ equity hedge

Certain financial instruments hedge against risks related to the
equity of foreign subsidiaries whose functional currency is not
the euro (mainly the dollar). These instruments qualify as “net
investment hedges” and changes in fair value are recorded in
other comprehensive income under “Currency translation” for the
effective portion of the hedging and in the statement of income for
the ineffective portion of the hedging. Gains or losses on hedging
instruments previously recorded in equity, are reclassified to the

Commitments to purchase shares held by non-controlling
interests (put options written on minority interests)

Put options granted to non-controlling-interest shareholders are
initially recognized as financial liabilities at the present value of the
exercise price of the options with a corresponding reduction in
shareholders’ equity. The financial liability is subsequently measured
at fair value at each balance sheet date in accordance with
contractual clauses and any variation is recorded in the statement
of income (cost of debt).

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
liabilities mainly includes:

— financial income on cash, cash equivalents, and current financial
assets (notably current deposits beyond three months) classified
as “Loans and receivables”;

— financial expense of long term subsidiaries financing, associated
hedging instruments (excluding ineffective portion of the hedge
detailed below) and financial expense of short term financing
classified as “Financing liabilities and associated hedging
instruments”;

— financial income, financial expense and fair value of derivative
instruments used for cash management purposes classified as
“Assets and liabilities held for trading”.

Financial derivative instruments used for cash management purposes
(interest rate and foreign exchange) are considered to be held for
trading. Based on practical documentation issues, the Group did not
elect to set up hedge accounting for such instruments. The impact
on income of the derivatives is offset by the impact of loans and
current liabilities they are related to. Therefore these transactions
taken as a whole do not have a significant impact on the Consolidated
Financial Statements.

For the year ended December 31, (M$)

Loans and receivables

Financing liabilities and associated hedging instruments

Fair value hedge (ineffective portion)

Assets and liabilities held for trading

IMPACT ON THE COST OF NET DEBT

B) Impact of the hedging strategies

Fair value hedge

2018

161

2017

(1,927)

(1,395)

(6)

(349)

(1)

(191)

2016

(1,111)

(78)

(2,121)

(1,534)

(1,104)

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$)

Revaluation at market value of bonds

Swap hedging of bonds

INEFFECTIVE PORTION OF THE FAIR VALUE HEDGE

2018

1,332

(1,338)

(6)

2017

(2,519)

2,518

(1)

2016

693

(690)

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:

For the year ended December 31, (M$)

2018

2017

2016

As of
January 1,

Variations

Disposals

As of
December 31,

(762)

(658)

(674)

(104)

(724)

(762)

(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 8

Note 15

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$)

Profit (Loss) recorded in equity during the period

Recycled amount from equity to the income statement during the period

2018

(116)

2017

253

266

2016

308

(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:

For the year ended December 31, 2018 (M$)
ASSETS / (LIABILITIES)

Fair value hedge
Swaps hedging bonds (assets)

Swaps hedging bonds (liabilities)

TOTAL SWAPS HEDGING BONDS

Cash flow hedge
Swaps hedging bonds (assets)

Swaps hedging bonds (liabilities)

TOTAL SWAPS HEDGINGS BONDS

Forward exchange contracts related
to operational activites (assets)

Forward exchange contracts related
to operational activites (liabilities)

TOTAL FORWARD EXCHANGE CONTRACTS
RELATED TO OPERATING ACTIVITIES

Held for trading
Other interest rate swaps (assets)

Other interest rate swaps (liabilities)

TOTAL OTHER INTEREST RATE SWAPS

Fair
value

Notional
value
2019

Fair
value

2020
and
after

2020

2021

2022

2023

2024
and
after

Notional value schedule

1,345 235

3,712

(208)

(163)

(87)

1,874 (1,281)

16,225

3,219 (1,046) 19,937 3,346

1,945 4,309 3,858 6,479

378 10,043

969 (599)

11,265

969 (221) 21,308

- 21,308

17,001

57 2,515

(79)

(72)

20,816

(22)

2,686

37,817

35 5,201 2,186 1,004

1 1,954

Currency swaps and forward exchange contracts (assets)

66 10,500

Currency swaps and forward exchange contracts (liabilities)

(104)

9,107

(7)

TOTAL CURRENCY SWAPS AND
FORWARD EXCHANGE CONTRACTS

(38)

19,607

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

For the year ended December 31, 2017 (M$)
ASSETS / (LIABILITIES)

Fair value hedge
Swaps hedging bonds (assets)

Swaps hedging bonds (liabilities)

Fair
value

Notional
value
2019

Fair
value

2020
and
after

2020

2021

2022

2023

2024
and
after

Notional value schedule

172

2,391

337 5,075

(157)

1,840 (951)

14,669

TOTAL SWAPS HEDGING FIXED-RATES BONDS

4,231

(614) 19,744 3,247 3,346 1,945 4,336 6,870

Cash flow hedge
Swaps hedging bonds (assets)

Swaps hedging bonds (liabilities)

TOTAL SWAPS HEDGING BONDS

Forward exchange contracts related
to operational activites (assets)

Forward exchange contracts related
to operational activites (liabilities)

TOTAL FORWARD EXCHANGE CONTRACTS
RELATED TO OPERATIONAL ACTIVITES

Held for trading
Other interest rate swaps (assets)

Other interest rate swaps (liabilities)

TOTAL OTHER INTEREST RATE SWAPS

269

9,466

(131)

11,288

138 20,754

969

- 19,785

36,775

64 2,300

(17)

13,905

15 50,680

(3)

370

2,670

50 1,000

1,579

175

229

Currency swaps and forward exchange contracts (assets)

219

15,132

Currency swaps and forward exchange contracts (liabilities)

(71)

6,048

(17)

TOTAL CURRENCY SWAPS AND
FORWARD EXCHANGE CONTRACTS

148

21,180

(8)

404 222

128

Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.

For the year ended December 31, 2016 (M$)
ASSETS / (LIABILITIES)

Fair value hedge
Swaps hedging bonds (assets)

Swaps hedging bonds (liabilities)

TOTAL SWAPS HEDGING BONDS

Cash flow hedge
Swaps hedging bonds (assets)

Swaps hedging bonds (liabilities)

TOTAL SWAPS HEDGING BONDS

Forward exchange contracts related
to operational activites (assets)

Forward exchange contracts related
to operational activites (liabilities)

TOTAL FORWARD EXCHANGE CONTRACTS
RELATED TO OPERATIONAL ACTIVITES

Held for trading
Other interest rate swaps (assets)

Other interest rate swaps (liabilities)

Fair
value

Notional
value
2019

Fair
value

2020
and
after

2020

2021

2022

2023

2024
and
after

Notional value schedule

41 2,213

716

7,618

(212)

(171)

2,175 (3,007) 20,549

4,388 (2,291)

28,167 4,097

3,172 3,346 1,945 15,607

129 3,457

(644)

5,679

(515)

9,136

969

- 8,167

(26)

296

(5)

(23)

326

(4)

16,582

1,859

(5)

24,642

(4)

603

TOTAL OTHER INTEREST RATE SWAPS

41,224

31 2,462 1,291

- 1,000

171

Currency swaps and forward exchange contracts (assets)

6,714

578

Currency swaps and forward exchange contracts (liabilities)

(110)

3,803

(1)

TOTAL CURRENCY SWAPS AND
FORWARD EXCHANGE CONTRACTS

(23)

10,517

584 322

137

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 8

Note 15

D) Fair value hierarchy

ACCOUNTING POLICIES

Fair values are estimated for the majority of the Group’s financial
instruments, with the exception of publicly traded equity securities
and marketable securities for which the market price is used.

The methods used are as follows:

Financial debts, swaps

Estimations of fair value, which are based on principles such as
discounting future cash flows to present value, must be weighted
by the fact that the value of a financial instrument at a given time
may be influenced by the market environment (liquidity especially),
and also the fact that subsequent changes in interest rates and
exchange rates are not taken into account.

As a consequence, the use of different estimates, methodologies
and assumptions could have a material effect on the estimated
fair value amounts.

The market value of swaps and of bonds that are hedged by
those swaps has been determined on an individual basis by
discounting future cash flows with the market curves existing at
year-end.

Other financial instruments

The fair value of the interest rate swaps and of FRA’s (Forward
Rate Agreements) are calculated by discounting future cash flows
on the basis of market curves existing at year-end after adjustment
for interest accrued but unpaid. Forward exchange contracts and
currency swaps are valued on the basis of a comparison of the
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:

As of December 31, 2018
(M$)

Fair value hedge instruments

Cash flow hedge instruments

Assets and liabilities held for trading

Equity instruments

TOTAL

As of December 31, 2017
(M$)

Fair value hedge instruments

Cash flow hedge instruments

Assets and liabilities held for trading

Assets available for sale

TOTAL

As of December 31, 2016
(M$)

Fair value hedge instruments

Cash flow hedge instruments

Assets and liabilities held for trading

Assets available for sale

TOTAL

Quoted prices in
active markets for
identical assets
(level 1)

Prices
based on
observable data

(level 2)

Prices
based on non
observable data
(level 3)

(1,209)

(306)

(71)

(1,586)

Quoted prices in
active markets for
identical assets
(level 1)

Prices
based on
observable data

(level 2)

Prices
based on non
observable data
(level 3)

Quoted prices in
active markets for
identical assets
(level 1)

Prices
based on
observable data

(level 2)

Prices
based on non
observable data
(level 3)

100

(599)

140

216

(243)

120

(2,462)

(542)

(2,967)

Total

(1,209)

(306)

(71)

(1,492)

Total

(599)

140

216

- 100

- (143)

Total

(2,462)

(542)

- 120

(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

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 14, 15.1 and
15.2 to the Consolidated Financial Statements.

Risks relative to cash management operations and to interest rate
and foreign exchange financial instruments are managed according
to rules set by the Group’s senior management, which provide for
regular pooling of available cash balances, open positions and
management of the financial instruments by the Treasury Department.
Excess cash of the Group is deposited mainly in government
institutions, deposit banks, or major companies through deposits,
reverse repurchase agreements and purchase of commercial paper.
Liquidity positions and the management of financial instruments are
centralized by the Treasury Department, where they are managed by
a team specialized in foreign exchange and interest rate market
transactions.

The Cash Monitoring-Management Unit within the Treasury Department
monitors limits and positions per bank on a daily basis and results of
the Front Office. This unit also prepares marked-to-market valuations
of used financial instruments and, when necessary, performs sensitivity
analysis.

Counterparty risk

The Group has established standards for market transactions under
which bank counterparties must be approved in advance, based on
an assessment of the counterparty’s financial soundness (multi-criteria
analysis including a review of market prices and of the Credit Default
Swap (CDS), its ratings with Standard & Poor’s and Moody’s, which
must be of high quality, and its overall financial condition).

An overall authorized credit limit is set for each bank and is allotted
among the subsidiaries and the Group’s central treasury entities
according to their needs.

To reduce the market value risk on its commitments, in particular for
swaps set as part of bonds issuance, the Treasury Department has
concluded margin call contracts with counterparties.

Short-term interest rate exposure and cash

Cash balances, which are primarily composed of euros and dollars,
are managed according to the guidelines established by the Group’s
senior management (to maintain an adequate level of liquidity,
optimize revenue from investments considering existing interest

rate yield curves, and minimize the cost of borrowing) over a less
than twelve-month horizon and on the basis of a daily interest rate
benchmark, primarily through short-term interest rate swaps and
short-term currency swaps, without modifying currency exposure.

Interest rate risk on non-current debt

The Group’s policy consists, according to general corporate needs,
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
euros. Long-term interest rate and currency swaps may be used to
hedge bonds at their issuance in order to create a variable or fixed
rate synthetic debt. In order to partially modify the interest rate
structure of the long-term debt, TOTAL may also enter into long-term
interest rate swaps.

Currency exposure

The Group generally seeks to minimize the currency exposure of
each entity to its functional currency (primarily the dollar, the euro,
the pound sterling and the Norwegian krone).

For currency exposure generated by commercial activity, the hedging
of revenues and costs in foreign currencies is typically performed
using currency operations on the spot market and, in some cases,
on the forward market. The Group rarely hedges future cash flows,
although it may use options to do so.

With respect to currency exposure linked to non-current assets,
the Group has a hedging policy of financing these assets in their
functional currency.

Net short-term currency exposure is periodically monitored against
limits set by the Group’s senior management.

The non-current debt described in Note 15.1 to the Consolidated
Financial Statements is generally raised by the corporate treasury
entities either directly in dollars or in euros, or in other currencies
which are then exchanged for dollars or euros through swap issues
to appropriately match general corporate needs. The proceeds from
these debt issuances are loaned to affiliates whose accounts are
kept in dollars or in euros. Thus, the net sensitivity of these positions
to currency exposure is not significant.

The Group’s short-term currency swaps, the notional value of which
appears in Note 15.2 to the Consolidated Financial Statements,
are used to attempt to optimize the centralized cash management of
the Group. Thus, the sensitivity to currency fluctuations which may
be induced is likewise considered negligible.

330

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 15

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.

ASSETS / (LIABILITIES)
(M$)

AS OF DECEMBER 31, 2018

Change in fair value due to
a change in interest rate by

Carrying
amount

Estimated
fair value

+10 basis
points

-10 basis
points

Bonds (non-current portion, before swaps)

(34,975)

(36,127)

185

(185)

Swaps hedging fixed-rates bonds (liabilities)

Swaps hedging fixed-rates bonds (assets)

Total swaps hedging fixed-rates bonds (assets and liabilities)

Current portion of non-current debt after swap
(excluding capital lease obligations)

Other interest rates swaps

Currency swaps and forward exchange contracts

AS OF DECEMBER 31, 2017

(1,880)

613

(1,267)

(5,027)

(37)

(34)

(37)

(34)

(59)

(12)

Bonds (non-current portion, before swaps)

(36,613)

(38,159)

191

(191)

Swaps hedging fixed-rates bonds (liabilities)

Swaps hedging fixed-rates bonds (assets)

Total swaps hedging fixed-rates bonds (assets and liabilities)

Current portion of non-current debt after swap
(excluding capital lease obligations)

Other interest rates swaps

Currency swaps and forward exchange contracts

AS OF DECEMBER 31, 2016

(1,082)

606

(476)

606

(476)

(4,646)

(4,645)

142

(83)

(1)

(12)

Bonds (non-current portion, before swaps)

(36,656)

(37,757)

221

(221)

Swaps hedging fixed-rates bonds (liabilities)

Swaps hedging fixed-rates bonds (assets)

(3,651)

845

Total swaps hedging fixed-rates bonds (assets and liabilities)

(2,806)

(117)

Current portion of non-current debt after swap
(excluding capital lease obligations)

Other interest rates swaps

Currency swaps and forward exchange contracts

(4,614)

(23)

117

(4)

(7)

The impact of changes in interest rates on the cost of debt before tax is as follows:

For the year ended December 31, (M$)

Cost of net debt

Interest rate translation of:

+10 basis points

-10 basis points

2018

(2,121)

2017

(1,534)

2016

(1,104)

(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

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:

DECEMBER 31, 2018

December 31, 2017

December 31, 2016

Dollar / Euro
exchange rates

Dollar /
Pound sterling
exchange rates

Dollar / Ruble
exchange rates

0.87

0.83

0.95

0.78

0.74

0.81

69.62

57.86

61.00

As of December 31, 2018 (M$)

Total

Euro

Dollar

Pound
sterling

Other
currencies

Ruble

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)

Net investment hedge – open instruments

(1,960)

(3,892)

(1,763)

Shareholders’ equity at exchange rate as of December 31, 2018

115,640

37,820

59,125

7,117

4,356

7,222

As of December 31, 2017 (M$)

Total

Euro

Dollar

Pound
sterling

Ruble

Other
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)

Net investment hedge – open instruments

(1,543)

(3,076)

(1,386)

Shareholders’ equity at exchange rate as of December 31, 2017

111,556

43,041

51,674

4,924

4,290

7,627

As of December 31, 2016 (M$)

Total

Euro

Dollar

Pound
sterling

Ruble

Other
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)

Net investment hedge – open instruments

(1,978)

(3,286)

(1,762)

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):

As of December 31, 2018 (M$)

Impact of an increase of 10% of exchange rates on:

– shareholders equity

– net income (Group share)

Impact of a decrease of 10% of exchange rates on:

– shareholders equity

– net income (Group share)

Stock market risk

The Group holds interests in a number of publicly-traded companies
(see Note 8 to the Consolidated Financial Statements). The market
value of these holdings fluctuates due to various factors, including
stock market trends, valuations of the sectors in which the companies
operate, and the economic and financial condition of each individual
company.

Liquidity risk

TOTAL S.A. has confirmed lines of credit granted by international banks,
which are calculated to allow it to manage its short-term liquidity
needs as required.

Euro

Pound
sterling

Ruble

3,782

122

(3,782)

(122)

712

135

(712)

(135)

436

(436)

(81)

As of December 31, 2018, these lines of credit amounted to
$11,515 million, of which $11,515 million was unused. The agreements
for the lines of credit granted to TOTAL S.A. do not contain conditions
related to the Company’s financial ratios, to its financial ratings
from specialized agencies, or to the occurrence of events that could
have a material adverse effect on its financial position. As of
December 31, 2018, the aggregate amount of the principal confirmed
lines of credit granted by international banks to Group companies,
including TOTAL S.A., was $13,191 million, of which $12,599 million
was unused. The lines of credit granted to Group companies other
than TOTAL S.A. are not intended to finance the Group’s general
needs; they are intended to finance either the general needs of the
borrowing subsidiary or a specific project.

332

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 15

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$)
ASSETS / (LIABILITIES)

Less than
1 year

1-2 years 2-3 years

3-4 years 4-5 years

More than
5 years

Total

Non-current financial debt (notional value excluding interests)

(5,432)

(3,966)

(5,158)

(4,983)

(19,910)

(39,449)

Current borrowings

Other current financial liabilities

Current financial assets

Assets and liabilities available for sale or exchange

Cash and cash equivalents

(13,306)

(478)

3,654

27,907

(13,306)

(478)

3,654

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

Interest differential on swaps

NET AMOUNT

As of December 31, 2017 (M$)
ASSETS / (LIABILITIES)

(718)

(484)

(682)

(412)

(598)

(369)

(506)

(309)

(427)

(234)

(1,037)

(3,968)

(869)

(2,677)

16,590

(6,526)

(4,933) (5,973)

(5,644)

(21,816)

(28,302)

Less than
1 year

1-2 years

2-3 years 3-4 years 4-5 years

More than
5 years

Total

Non-current financial debt (notional value excluding interests)

(5,930)

(5,117)

(3,795)

(4,959)

(20,860)

(40,661)

Current borrowings

Other current financial liabilities

Current financial assets

Assets and liabilities available for sale or exchange

Cash and cash equivalents

(11,096)

(245)

3,393

33,185

(11,096)

(245)

3,393

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

Interest differential on swaps

NET AMOUNT

As of December 31, 2016 (M$)
ASSETS / (LIABILITIES)

(805)

(193)

(779)

(223)

(636)

(257)

(545)

(245)

(454)

(198)

(1,093)

(4,312)

(681)

(1,797)

24,239

(6,932)

(6,010) (4,585)

(5,611)

(22,634)

(21,533)

Less than
1 year

1-2 years 2-3 years 3-4 years

4-5 years

More than
5 years

Total

Non-current financial debt (notional value excluding interests)

(4,320)

(5,702)

(4,952)

(3,578)

(23,607)

(42,159)

Current borrowings

Other current financial liabilities

Current financial assets

Assets and liabilities available for sale or exchange

Cash and cash equivalents

(13,920)

(327)

4,548

140

24,597

(13,920)

(327)

4,548

140

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

Interest differential on swaps

NET AMOUNT

(799)

(79)

(783)

(56)

(682)

(201)

(552)

(253)

(465)

(272)

(1,271)

(4,552)

(910)

(1,771)

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)

Accounts payable

Other operating liabilities

Including financial instruments related to commodity contracts

Accounts receivable, net

Other operating receivables

Including financial instruments related to commodity contracts

TOTAL

These financial assets and liabilities mainly have a maturity date below one year.

2018

2017

2016

(26,134)

(13,286)

(3,429)

17,270

9,733

2,731

(26,479)

(10,135)

(1,794)

14,893

9,336

1,987

(23,227)

(9,616)

(2,077)

12,213

10,218

2,425

(12,417)

(12,385)

(10,412)

Registration Document 2018 TOTAL

333

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 15

Credit risk

Credit risk is defined as the risk of the counterparty to a contract
failing to perform or pay the amounts due.

The Group is exposed to credit risks in its operating and financing
activities. The Group’s maximum exposure to credit risk is partially
related to financial assets recorded on its balance sheet, including
energy derivative instruments that have a positive market value.

The following table presents the Group’s maximum credit risk exposure:

As of December 31, (M$)
ASSETS / (LIABILITIES)

Loans to equity affiliates (Note 8)

Loans and advances (Note 6)

Other non-current financial assets related to operational activities (Note 6)

Non-current financial assets (Note 15.1)

Accounts receivable (Note 5)

Other operating receivables (Note 5)

Current financial assets (Note 15.1)

Cash and cash equivalents (Note 15.1)

TOTAL

2018

2017

2016

4,755

1,877

471

680

17,270

9,733

3,654

27,907

66,347

5,135

2,878

937

679

14,893

9,336

3,393

33,185

70,436

4,718

3,048

1,069

908

12,213

10,218

4,548

24,597

61,319

The valuation allowance on accounts receivable, other operating
receivables and on loans and advances is detailed in Notes 5 and 6
to the Consolidated Financial Statements.

As part of its credit risk management related to operating and
financing activities, the Group has developed margining agreements
with certain counterparties. As of December 31, 2018, the net margin
call paid amounted to $2,581 million (against $870 million paid as of
December 31, 2017 and $2,605 million paid as of December 31,
2016).

The Group has established a number of programs for the sale of
receivables, without recourse, with various banks, primarily to reduce
its exposure to such receivables. As a result of these programs the
Group retains no risk of payment default after the sale, but may
continue to service the customer accounts as part of a service
arrangement on behalf of the buyer and is required to pay to the
buyer payments it receives from the customers relating to the
receivables sold. As of December 31, 2018, the net value of
receivables sold amounted to $6,856 million. The Group has
substantially transferred all the risks and rewards related to
receivables. No financial asset or liability remains recognized in the
consolidated balance sheet after the date of sale.

Furthermore, in 2018 the Group conducted several operations of
reverse factoring for a value of $289 million.

Credit risk is managed by the Group’s business segments as follows:

— Exploration & Production segment

Risks arising under contracts with government authorities or other oil
companies or under long-term supply contracts necessary for the
development of projects are evaluated during the project approval
process. The long-term aspect of these contracts and the high-quality
of the other parties lead to a low level of credit risk.

Risks related to commercial operations, other than those described
above (which are, in practice, directly monitored by subsidiaries),
are subject to procedures for establishing credit limits and reviewing
outstanding balances.

Potential counterparties are subject to credit assessment and
approval before concluding transactions and are thereafter subject
to regular review, including re-appraisal and approval of the limits
previously granted.

The creditworthiness of counterparties is assessed based on an
analysis of quantitative and qualitative data regarding financial
standing and business risks, together with the review of any relevant
third party and market information, such as data published by rating
agencies. On this basis, credit limits are defined for each potential
counterparty and, where appropriate, transactions are subject to
specific authorizations.

Credit exposure, which is essentially an economic exposure or an
expected future physical exposure, is permanently monitored and
subject to sensitivity measures.

Credit risk is mitigated by the systematic use of industry standard
contractual frameworks that permit netting, enable requiring added
security in case of adverse change in the counterparty risk, and allow
for termination of the contract upon occurrence of certain events
of default.

About the Professionals and Retail Gas and Power Sales activities,
credit risk management policy is adapted to the type of customer
either through the use of procedures of prepayments and appropriate
collection, especially for mass customers or through credit insurances
and sureties / guarantees obtaining. For the Professionals segment,
the separation of responsibilities between the commercial and
financial teams allows a “a priori” positions risk control.

— Renewables and Innovation, Energy Efficiency (IEE)

Internal procedures for the Renewables division and the Innovation &
Energy Efficiency division include rules on credit risk management.
Procedures to monitor customer risk are defined at the local level,
especially for SunPower, Saft and Greenflex (rules for the approval
of credit limits, use of guarantees, monitoring and assessment of the
receivables portfolio…).

— Refining & Chemicals segment

— Gas, Renewables & Power segment

— Refining & Chemicals

— Gas & Power activities

Trading Gas & Power activities deal with counterparties in the energy,
industrial and financial sectors throughout the world. Financial
institutions providing credit risk coverage are highly rated international
bank and insurance groups.

Credit risk is primarily related to commercial receivables. Internal
procedures of Refining & Chemicals include rules for the management
of credit describing the fundamentals of internal control in this domain.
Each Business Unit implements the procedures of the activity for
managing and provisioning credit risk according to the size of the
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 8

Note 15

– implementation of credit limits with different authorization

schemes;

– use of insurance policies or specific guarantees (letters of credit);
– regular monitoring and assessment of overdue accounts (aging

balance), including dunning procedures.

Counterparties are subject to credit assessment and approval prior
to any transaction being concluded. Regular reviews are made for all
active counterparties including a re-appraisal and renewing of the
granted credit limits. The limits of the counterparties are assessed
based on quantitative and qualitative data regarding financial standing,
together with the review of any relevant third party and market
information, such as that provided by rating agencies and insurance
companies.

— Trading & Shipping

Trading & Shipping deals with commercial counterparties and financial
institutions located throughout the world. Counterparties to physical
and derivative transactions are primarily entities involved in the oil
and gas industry or in the trading of energy commodities, or financial
institutions. Credit risk coverage is arranged with financial institutions,
international banks and insurance groups selected in accordance
with strict criteria.

The Trading & Shipping division applies a strict policy of internal
delegation of authority governing establishment of country and
counterparty credit limits and approval of specific transactions. Credit
exposures contracted under these limits and approvals are monitored
on a daily basis.

Potential counterparties are subject to credit assessment and approval
prior to any transaction being concluded and all active counterparties
are subject to regular reviews, including re-appraisal and approval of
granted limits. The creditworthiness of counterparties is assessed
based on an analysis of quantitative and qualitative data regarding
financial standing and business risks, together with the review of any
relevant third party and market information, such as ratings published
by Standard & Poor’s, Moody’s Investors Service and other agencies.

Contractual arrangements are structured so as to maximize the risk
mitigation benefits of netting between transactions wherever possible
and additional protective terms providing for the provision of security
in the event of financial deterioration and the termination of transactions
on the occurrence of defined default events are used to the greatest
permitted extent.

Credit risks in excess of approved levels are secured by means of
letters of credit and other guarantees, cash deposits and insurance
arrangements. In respect of derivative transactions, risks are secured
by margin call contracts wherever possible.

— Marketing & Services segment

Internal procedures for the Marketing & Services division include rules
on credit risk that describe the basis of internal control in this domain,
including the separation of authority between commercial and financial
operations.

Credit policies are defined at the local level and procedures to monitor
customer risk are implemented (credit committees at the subsidiary
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
crude oil, petroleum products, gas, and power purchase / sales
contracts within the trading activities, together with the commodity
contract derivative instruments such as energy contracts and
forward freight agreements, are used to adjust the Group’s
exposure to price fluctuations within global trading limits.
According to the industry practice, these instruments are
considered as held for trading. Changes in fair value are recorded
in the statement of income. The fair value of these instruments is
recorded in “Other current assets” or “Other creditors and accrued
liabilities” depending on whether they are assets or liabilities.

The valuation methodology is to mark-to-market all open positions
for both physical and paper transactions. The valuations are
determined on a daily basis using observable market data based
on organized and over the counter (OTC) markets. In particular
cases when market data is not directly available, the valuations
are derived from observable data such as arbitrages, freight or
spreads and market corroboration. For valuation of risks which
are the result of a calculation, such as options for example,
commonly known models are used to compute the fair value.

As of December 31, 2018 (M$)
ASSETS / (LIABILITIES)

Gross value
before
ofsetting
– assets

Gross value
before
ofsetting
– liabilities

Amounts
ofset
– assets (c)

Amounts
ofset
– liabilities (c)

Net balance
sheet value
presented
– assets

Net balance
sheet value
presented
– liabilities

Other
amounts
not ofset

Net carrying
amount

Fair
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)

184

(314)

(130)

Options 243 (363) (156) 156 87 (207)

- (120) (120)

Futures

- 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.

336

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 16

As of December 31, 2017 (M$)
ASSETS / (LIABILITIES)

Gross value
before
ofsetting
– assets

Gross value
before
ofsetting
– liabilities

Amounts
ofset
– assets (c)

Amounts
ofset
– liabilities (c)

Net balance
sheet value
presented
– assets

Net balance
sheet value
presented
– liabilities

Other
amounts
not ofset

Net carrying
amount

Fair
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)

- (24) (24)

Futures

Other / Collateral

- (1)

- - (1)

- (1) (1)

- (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

this fair value is set to zero.

As of December 31, 2016 (M$)
ASSETS / (LIABILITIES)

Gross value
before
ofsetting
– assets

Gross value
before
ofsetting
– liabilities

Amounts
ofset
– assets (c)

Crude oil, petroleum products and freight rates activities

Net balance
sheet value
Amounts
presented
ofset
– assets
– liabilities (c)

Net balance
sheet value
presented
– liabilities

Other
amounts
not ofset

Net carrying
amount

Fair
value (b)

Petroleum products, crude oil
and freight rate swaps

Forwards (a)

Options

Futures

Options on futures

Other / Collateral

TOTAL CRUDE OIL,
PETROLEUM PRODUCTS
AND FREIGHT RATES

464

(266)

(140)

140

324

(126)

198

172

194

(214)

(207)

(8)

(125)

151

(164)

(150)

150

164

(206)

125

(82)

(14)

(42)

(13)

(42)

(13)

(13

)

(220)

(220) (220)

981

(851)

(423)

423

558

(428)

(220)

(90)

Gas, Renewables & Power activities

Swaps

Forwards (a)

Options

(39)

(3)

1,879

(1,672)

(28)

(61)

(26)

(36)

1,818

(1,611)

(11)

- -

(2)

207

(13) (13)

(97)

(97) (97)

Futures -

Other / Collateral

TOTAL GAS,
RENEWABLES & POWER

1,957

(1,739)

(90)

1,867

(1,649)

(97)

TOTAL

2,938

(2,590)

(513)

513

2,425

(2,077)

(317)

121

Total of fair value non recognized
in the balance sheet

this fair value is set to zero.

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:

For the year ended December 31, (M$)

Fair value as of
January 1,

Impact on
income

Settled
contracts

Other

Fair value as of
December 31,

Crude oil, petroleum products and freight rates activities

2018

2017

2016

Gas, Renewables & Power activities

2018

2017

2016

(223)

130

2,689

2,693

(2,749)

(3,047)

1,157

3,013

(4,040)

(283)

(223)

130

416

218

613

1,220

(2,057)

(415)

717

392

(554)

(742)

(45)

416

218

The fair value hierarchy for financial instruments related to commodity contracts is as follows:

As of December 31, 2018
(M$)

Quoted prices in
active markets for
identical assets
(level 1)

Prices
based on
observable data

(level 2)

Prices
based on non
observable data
(level 3)

Crude oil, petroleum products and freight rates activities

Gas, Renewables & Power activities

TOTAL

(303) 20

424

121

(638)

(618)

(201)

As of December 31, 2017
(M$)

Quoted prices in
active markets for
identical assets
(level 1)

Prices
based on
observable data

(level 2)

Prices
based on non
observable data
(level 3)

Crude oil, petroleum products and freight rates activities

Gas, Renewables & Power activities

TOTAL

(49)

288

239

(173)

128

(45)

As of December 31, 2016
(M$)

Quoted prices in
active markets for
identical assets
(level 1)

Prices
based on
observable data

(level 2)

Prices
based on non
observable data
(level 3)

Crude oil, petroleum products and freight rates activities

Gas, Renewables & Power activities

TOTAL

(22)

409

387

152

(191)

(39)

Total

(283)

(415)

(698)

Total

(223)

416

193

Total

130

218

348

Financial instruments classified as level 3 in 2018 consist of long-
term liquefied natural gas purchase and sales contracts which relate
to the trading activity.

oil and on the basis of internal assumptions for price evolution beyond
observable horizon, on price renegotiation terms for long-term
contracts and on uncertainties related to the execution of contracts.

The composition and size of this portfolio of contracts changed in
2018 compared to 2017 as a result of the acquisition of ENGIE’s
activities.

The Group values these contracts on the basis of observable inputs
on the forward price of natural gas, liquefied natural gas and crude

These valuation methods lead to an assessment of the fair value of
the portfolio of contracts over an effective horizon of two years.

The description of each fair value level is presented in Note 15 to the
Consolidated Financial Statements.

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$)

Profit (Loss) recorded in equity during the period

Recycled amount from equity to the income statement during the period

2018

(3)

2017

(6)

2016

(69)

(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 8

Notes 16 and 17

16.2 Oil and Gas market related risks management

Oil and gas market related risks

Due to the nature of its business, the Group has significant oil and
gas trading activities as part of its day-to-day operations in order to
optimize revenues from its oil and gas production and to obtain
favorable pricing to supply its refineries.

In its international oil trading business, the Group follows a policy of not
selling its future production. However, in connection with this trading
business, the Group, like most other oil companies, uses energy
derivative instruments to adjust its exposure to price fluctuations of
crude oil, refined products, natural gas, and power. The Group also
uses freight rate derivative contracts in its shipping business to adjust
its exposure to freight-rate fluctuations. To hedge against this risk,
the Group uses various instruments such as futures, forwards, swaps
and options on organized markets or over-the-counter markets.
The list of the different derivatives held by the Group in these markets
is detailed in Note 16.1 to the Consolidated Financial Statements.

Trading & Shipping: value-at-risk with a 97.5% probability

The Trading & Shipping division measures its market risk exposure,
i.e., potential loss in fair values, on its crude oil, refined products and
freight rates trading activities using a value-at-risk technique. This
technique is based on an historical model and makes an assessment
of the market risk arising from possible future changes in market
values over a 24-hour period. The calculation of the range of potential
changes in fair values is based on the end-of-day exposures and
historical price movements of the last 400 business days for all traded
instruments and maturities. Options are systematically re-evaluated
using appropriate models.

The “value-at-risk” represents the most unfavorable movement in fair
value obtained with a 97.5% confidence level. This means that the
Group’s portfolio result is likely to exceed the value-at-risk loss
measure once over 40 business days if the portfolio exposures were
left unchanged.

As of December 31, (M$)

High

Low

Average Year end

2018

2017

2016

21 5 12 7

28 4 16 7

25 7 14 22

As part of its gas and power trading activity, the Group also uses
derivative instruments such as futures, forwards, swaps and options
in both organized and over-the-counter markets. In general, the
transactions are settled at maturity date through physical delivery.
The Gas division measures its market risk exposure, i.e., potential
loss in fair values, on its trading business using a value-at-risk
technique. This technique is based on an historical model and makes

an assessment of the market risk arising from possible future changes
in market values over a one-day period. The calculation of the range
of potential changes in fair values takes into account a snapshot of
the end-of-day exposures and the set of historical price movements
for the past two years for all instruments and maturities in the global
trading business.

Gas, Renewables & Power division trading: value-at-risk with a 97.5% probability

As of December 31, (M$) High

Low

Average Year end

2018

2017

2016

20 3 10 10

13 3 6 4

8 2 4 2

The Group has implemented strict policies and procedures to manage
and monitor these market risks. These are based on the separation
of control and front-office functions and on an integrated information
system that enables real-time monitoring of trading activities.

operators, including other oil companies, major energy producers or
consumers and financial institutions. The Group has established
counterparty limits and monitors outstanding amounts with each
counterparty on an ongoing basis.

Limits on trading positions are approved by the Group’s Executive
Committee and are monitored daily. To increase flexibility and encourage
liquidity, hedging operations are performed with numerous independent

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
segment

Statutory corporate name

Exploration & Production

Abu Dhabi Gas Industries Limited

Abu Dhabi Gas Liquefaction Company Limited

Abu Dhabi Marine Areas Limited

Abu Dhabi Petroleum Company Limited

Angola Block 14 B.V.

Angola LNG Limited

Angola LNG Supply Services, LLC

Bonny Gas Transport Limited

Brass Holdings S.A.R.L.

Brass LNG Limited

Deer Creek Pipelines Limited

Dolphin Energy Limited

E.F. Oil And Gas Limited

Elf E&P

Elf Exploration UK Limited

Elf Petroleum Iran

Elf Petroleum UK Limited

Gas Investment and Services Company Limited

Ichthys LNG PTY Limited

Mabruk Oil Operations

Marathon Oil Libya Limited

Moattama Gas Transportation Company Limited

National Gas Shipping Company Limited

Nigeria LNG Limited

Norpipe Oil A/S

Norpipe Petroleum UK Limited

Norpipe Terminal Holdco Limited

North Oil Company

Novatek

Oman LNG, LLC

Pars LNG Limited

Petrocedeño

Private Oil Holdings Oman Limited

Qatar Liquefied Gas Company Limited

Qatar Liquefied Gas Company Limited (II)

Stogg Eagle Funding B.V.

Tep Barnett Usa (75)

Tep Gom Moh. LLC

Tep Jack LLC

Tepkri Sarsang A/S
Terneftegaz JSC (a)

Total (BTC) B.V.

Total Abu Al Bu Khoosh

Total Austral

Total Brazil Ltda

Total Brazil Services B.V.

Total Danmark Pipelines A/S

Total Dolphin Midstream

Total E&P Chissonga Limited

Total E&P Absheron B.V.

Total E&P Al Shaheen A/S

Total E&P Algérie

Total E&P Algerie Berkine A/S

Total E&P Americas, LLC

Total E&P Angola

Total E&P Angola Block 15/06 Limited

340

TOTAL Registration Document 2018

% Group
interest

15.00%

5.00%

33.33%

23.75%

50.01%

13.60%

15.00%

100.00%

20.48%

75.00%

24.50%

100.00%

10.00%

26.00% *

49.02%

100.00%

31.24%

5.00%

15.00%

34.93%

45.22%

30.00%

19.40%

5.54%

40.00%

30.32%

10.00%

16.70%

100.00%

58.89%

100.00%

Method

Country of incorporation

Country of
operations

United Arab Emirates

United Kingdom

Netherlands

Bermuda

United States

Bermuda

Luxembourg

Nigeria

Canada

United Arab Emirates

Angola

United States

Nigeria

Luxembourg

Nigeria

Canada

United Arab Emirates

United Kingdom

France

United Kingdom

France

Iran

United Kingdom

Bermuda

Australia

France

Cayman Islands

Bermuda

Oman

Australia

Libya

Myanmar

United Arab Emirates

Nigeria

Norway

United Kingdom

Qatar

Russia

Oman

Bermuda

Venezuela

United Kingdom

Qatar

Netherlands

United States

Denmark

Russia

Nigeria

Norway

United Kingdom

Qatar

Russia

Oman

Iran

Venezuela

Oman

Qatar

Nigeria

United States

Iraq

Russia

Netherlands

France

Brazil

Netherlands

Denmark

France

British Virgin Islands

Netherlands

Denmark

France

Denmark

United Arab Emirates

Argentina

Brazil

Netherlands

Denmark

France

Angola

Azerbaijan

Qatar

Algeria

United States

France

Bermuda

Angola

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 18

Business
segment

Statutory corporate name

Exploration & Production (contd)

Total E&P Angola Block 16 A/S

Total E&P Angola Block 16 Holding A/S

Total E&P Angola Block 17.06

Total E&P Angola Block 25

Total E&P Angola Block 32

Total E&P Angola Block 33

Total E&P Angola Block 39

Total E&P Angola Block 40

Total E&P Angola Block 48 B.V.

Total E&P Angola Chissonga Holdings Limited

Total E&P Aruba B.V.

Total E&P Asia Pacific Pte. Limited

Total E&P Australia

Total E&P Australia Exploration PTY Limited

Total E&P Australia II

Total E&P Australia III

Total E&P Azerbaijan B.V.

Total E&P Bolivie

Total E&P Borneo B.V.

Total E&P Bulgaria B.V.

Total E&P Cambodge

Total E&P Canada Limited

Total E&P Chine

Total E&P Chorey, LLC

Total E&P Colombie

Total E&P Congo

Total E&P Côte d’Ivoire

Total E&P Côte d’Ivoire CI – 514

Total E&P Côte d’Ivoire CI – 515

Total E&P Côte d’Ivoire CI – 516

Total E&P Côte d’Ivoire CI- 605 B.V.

Total E&P Cyprus B.V.

Total E&P Danmark A/S – CPH

Total E&P Danmark A/S – EBJ

Total E&P Deep Offshore Borneo B.V.

Total E&P Denmark B.V.

Total E&P Do Brasil Ltda

Total E&P Dolphin Upstream

Total E&P Dunga GmbH

Total E&P East El Burullus Offshore B.V.

Total E&P Egypt Block 2 B.V.

Total E&P Égypte

Total E&P Energia Ltda

Total E&P Europe and Central Asia Limited

Total E&P France

Total E&P Golfe Limited

Total E&P Greece Bv

Total E&P Guyana B.V.

Total E&P Guyane Francaise

Total E&P Holding Ichthys

Total E&P Holdings Australia PTY Limited

Total E&P Holdings Russia

Total E&P Holdings UAE B.V.

Total E&P Ichthys B.V.

Total E&P Indonesia Mentawai B.V.

Total E&P Indonésie

Total E&P International K1 Limited

Total E&P International K2 Limited

Total E&P International K3 Limited

Total E&P International Limited

% Group
interest

100.00%

85.00%

100.00%

Method

Country of incorporation

Country of
operations

Denmark

France

Netherlands

British Virgin Islands

Netherlands

Singapore

France

Australia

France

Netherlands

France

Netherlands

France

Canada

France

United States

France

Republic
of the Congo

France

Netherlands

Denmark

Netherlands

Brazil

France

Germany

Netherlands

France

Brazil

Angola

Aruba

Singapore

Australia

Azerbaijan

Bolivia

Brunei

Bulgaria

Cambodia

Canada

China

United States

Colombia

Republic
of the Congo

Côte d’Ivoire

Cyprus

Denmark

Brunei

Denmark

Brazil

France

Kazakhstan

Egypt

Brazil

United Kingdom

France

Netherlands

France

Australia

France

Netherlands

France

United Kingdom

France

Qatar

Greece

Guyana

France

Australia

France

United Arab Emirates

Australia

Indonesia

Kenya

Registration Document 2018 TOTAL

341

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Statutory corporate name

Exploration & Production (contd)

Total E&P Iraq

Total E&P Ireland B.V.

Total E&P Italia

Total E&P Kazakhstan

Total E&P Kenya B.V.

Total E&P Kurdistan Region of Iraq (Harir) B.V.

Total E&P Kurdistan Region of Iraq (Safen) B.V.

Total E&P Kurdistan Region of Iraq (Taza) B.V.

Total E&P Kurdistan Region of Iraq B.V.

Total E&P Liban S.A.L.

Total E&P Libye

Total E&P Lower Zakum B.V.

Total E&P Malaysia

Total E&P Mauritania Block C18 B.V.

Total E&P Mauritania Block C9 B.V.

Total E&P Mauritania Blocks DW B.V.

Total E&P Mauritanie

Total E&P Mexico S.A. de C.V.

Total E&P Mozambique B.V.

Total E&P Myanmar

Total E&P Namibia B.V.

Total E&P Nederland B.V.

Total E&P New Ventures Inc.

Total E&P Nigeria Deepwater A Limited

Total E&P Nigeria Deepwater B Limited

Total E&P Nigeria Deepwater C Limited

Total E&P Nigeria Deepwater D Limited

Total E&P Nigeria Deepwater E Limited

Total E&P Nigeria Deepwater F Limited

Total E&P Nigeria Deepwater G Limited

Total E&P Nigeria Deepwater H Limited

Total E&P Nigeria Limited

Total E&P Nigeria S.A.S.

Total E&P Norge AS

Total E&P North Sea UK Limited

Total E&P Oman

Total E&P Participations Petrolieres Congo

Total E&P Philippines B.V.

Total E&P PNG 2 B.V.

Total E&P PNG 5 B.V.

Total E&P PNG Limited

Total E&P Poland B.V.

Total E&P Qatar

Total E&P RDC

Total E&P Research & Technology USA LLC

Total E&P Russie

Total E&P Sebuku

Total E&P Senegal

Total E&P Services China Company Limited

Total E&P South Africa B.V.

Total E&P South Pars

Total E&P South Sudan

Total E&P Syrie

Total E&P Tajikistan B.V.

Total E&P Thailand

Total E&P Three PL B.V.

Total E&P Timan- Pechora LLC

Total E&P UAE Unconventional Gas B.V.

Total E&P Uganda B.V.

342

TOTAL Registration Document 2018

% Group
interest

100.00%

Method

Country of incorporation

France

Netherlands

Italy

France

Netherlands

Lebanon

France

Netherlands

France

Netherlands

France

Mexico

Netherlands

France

Netherlands

United States

Nigeria

France

Norway

Country of
operations

Iraq

Ireland

Italy

Kazakhstan

Kenya

Iraq

Lebanon

Libya

United Arab Emirates

Malaysia

Mauritania

Mexico

Mozambique

Myanmar

Namibia

Netherlands

United States

Nigeria

France

Norway

United Kingdom

France

Republic
of the Congo

Netherlands

Papua New Guinea

Netherlands

France

Oman

Republic
of the Congo

Philippines

Papua New Guinea

Poland

Qatar

Democratic Republic
of Congo

United States

France

China

Netherlands

France

Netherlands

France

Netherlands

Russia

Netherlands

Russia

Indonesia

Senegal

China

South Africa

Iran

Republic
of South Sudan

Syria

Tajikistan

Thailand

Brazil

Russia

United Arab Emirates

Uganda

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 18

Business
segment

Statutory corporate name

Exploration & Production (contd)

Total E&P UK Limited

Total E&P Umm Shaif Nasr B.V.

Total E&P Uruguay B.V.

Total E&P Uruguay Onshore B.V.

Total E&P USA Inc.

Total E&P USA Oil Shale, LLC

Total E&P Well Response

Total E&P Yamal

Total E&P Yemen

Total E&P Yemen Block 3 B.V.

Total East Africa Midstream B.V.

Total Energy (Meuk) Limited

Total Exploration M’Bridge

Total Facilities Management B.V.

Total Gabon

Total Gass Handel Norge AS

Total Gastransport Nederland B.V.

Total GLNG Australia

Total GLNG Australia Holdings

Total Holding Dolphin Amont

Total Holdings Nederland B.V.

Total Holdings Nederland International B.V.

Total Iran B.V.

Total LNG Angola

Total LNG Supply Services USA Inc.

Total Oil and Gas South America

Total Oil and Gas Venezuela B.V.

Total Oil Gb Limited

Total Oil UK Limited

Total Pars LNG

Total Petroleum Angola

Total Profils Pétroliers

Total Qatar

Total South Pars

Total Tengah

Total Termokarstovoye B.V.

Total UAE SERVICES

Total Upstream Danmark A/S

Total Upstream Nigeria Limited

Total Upstream UK Limited

Total Venezuela

Total Yemen LNG Company Limited

Unitah Colorado Resources II, LLC
Yamal LNG (b)

Yemen LNG Company Limited

Ypergas S.A.

Gas, Renewables & Power

3Cb S.A.S.

Advanced Thermal Batteries Inc.

Aerospatiale Batteries (ASB)

Aerowatt Energies

Aerowatt Energies 2

Alcad AB

Altinergie

Aton Solar Program, LLC

Badenhorst PV 2 Hold Company LLC

Bertophase (PTY) Limited

Biogaz Breuil

Biogaz Chatillon

Biogaz Corcelles

Biogaz Epinay

% Group
interest

100.00%

58.28%

100.00%

29.73%

39.62%

37.33%

100.00%

50.00%

61.99%

48.64%

100.00%

51.00%

55.66%

100.00%

Method

Country of incorporation

Country of
operations

United Kingdom

Netherlands

United States

France

Netherlands

United Arab Emirates

Uruguay

United States

France

Yemen

Uganda

United Kingdom

Netherlands

Gabon

Norway

Netherlands

France

Netherlands

France

United States

France

Netherlands

United Kingdom

France

Netherlands

France

Denmark

Nigeria

Angola

Netherlands

Gabon

Norway

Netherlands

Australia

France

Netherlands

Iran

France

United States

France

Venezuela

United Kingdom

Iran

Angola

France

Qatar

Iran

Indonesia

Russia

United Arab Emirates

Denmark

Nigeria

United Kingdom

France

Bermuda

France

Bermuda

United States

Russia

Bermuda

Venezuela

France

United States

France

Sweden

France

United States

South Africa

France

Russia

Yemen

Venezuela

France

United States

France

Sweden

France

United States

South Africa

France

Registration Document 2018 TOTAL

343

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

Biogaz Libron

Biogaz Milhac

Biogaz Soignolles

Biogaz Torcy

Biogaz Vert Le Grand

Biogaz Viriat

BNB Bloomfield Solar, LLC

Borrowed Sunshine Parent, LLC

Borrowed Sunshine, LLC

Boulder Solar III, LLC

Boulder Solar IV, LLC

Boulder Solar Power, LLC

BSP Class B Member HoldCo, LLC

BSP Class B Member, LLC

BSP Holding Company, LLC

BSP II Parent, LLC

Buffalo North Star Solar, LLC

Cameron LNG Holdings LLC

Ce De La Vallee Gentillesse

Ce Les Ailes De Taillard

Ce Varades

Centrale Eolienne De Couloumi

Centrale Eolienne De Coume

Centrale Eolienne De Dainville

Centrale Eolienne De Goulien

Centrale Eolienne De L’Olivier

Centrale Eolienne Des Malandaux

Centrale Eolienne Du Plan Du Pal

Centrale Eolienne La Croix De Cuitot

Centrale Eolienne Les Champs Parents

Centrale Photovoltaique De La Croix

Centrale Photovoltaique De Merle Sud

Centrale Photovoltaique Du Seneguier

Centrale Photovoltaique Le Barou

Centrale Solaire 2

Centrale Solaire Centre Ouest 2

Centrale Solaire Couloumine

Centrale Solaire De Cazedarnes

Centrale Solaire Du Centre Ouest

Centrale Solaire Du Pla De La Roque

Centrale Solaire Heliovale

Centrale Solaire Manosque Ombriere

Ch Arvan

Ch Barbaira

Ch Bonnant

Ch Hydrotinee

Ch La Buissiere

Ch Previnquieres

Ch. Alas

Co Biogaz

Cogenra Solar, Inc.

Colón LNG Marketing S. de R. L.

Côte d’Ivoire GNL

CS Autoprod

CS Betheniville

CS Briffaut

CS Cazedarnes

CS Chemin De Melette

CS Dom

CS Du Lavoir

CS Estarac

344

TOTAL Registration Document 2018

% Group
interest

100.00%

55.66%

16.60%

70.00%

47.69%

51.00%

100.00%

51.00%

100.00%

40.00%

100.00%

55.66%

100.00%

50.00%

100.00%

59.00%

100.00%

47.69%

100.00%

26.00%

55.66%

50.00%

34.00%

100.00%

51.00%

100.00%

47.69%

100.00%

85.71%

33.38%

Method

Country of incorporation

Country of
operations

France

United States

France

United States

Panama

Côte d’Ivoire

France

United States

France

United States

France

United States

Panama

Côte d’Ivoire

France

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 18

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

CS Felix

CS Forum Laudun

CS Fremy

CS Gardanne

CS Gigognan

CS Heliovale

CS Le Castellet

CS Le Cres

CS Les Aspres

CS Les Cordeliers

CS Les Cordeliers 2

CS Les Galliennes

CS Les Melettes

CS Lodes

CS Mazeran Lr

CS Mazeran Paca

CS Olinoca

CS Ombrieres Cap Agathois

CS Pezenas

CS Piennes

CS Plateau De Pouls

CS Quadrao

CS Sableyes

CS Supdevenergie

CS Valorbi

CS Viguier

CS Zabo

CS Zabo 2

CSMED

DeAar PV Hold Company LLC

Desert Equinox, LLC

Direct Énergie Belgium

Direct Énergie Concessions

Direct Énergie Génération

Direct Énergie S.A.

Dongfang Huansheng Photovoltaic (Jiangsu) Company
Limited

Dragonfly Systems, Inc.

Eau Chaude Réunion (ECR)

Electricite Solaire De Molleges

Eole Balaze 2

Eole Balaze S.A.R.L.

Eole Boin

Eole Broceliande

Eole Champagne Conlinoise

Eole Cote Du Moulin

Eole Desirade 4

Eole Du Bocage

Eole Fonds Caraibes

Eole Grand Maison

Eole La Montagne

Eole La Motelle

Eole La Perriere S.A.R.L.

Eole Les Buissons

Eole Les Patoures

Eole Maxent

Eole Morne Carriere

Eole Morne Constant

Eole Moulin Tizon

Eole Petit Fougeray

Eole Petite Place

% Group
interest

100.00%

51.00%

48.64%

100.00%

51.00%

100.00%

75.00%

100.00%

9.54%

75.00%

100.00%

76.12%

100.00%

51.00%

100.00%

55.66%

100.00%

55.66%

50.00%

100.00%

65.00%

66.00%

100.00%

51.00%

100.00%

66.00%

51.00%

100.00%

66.00%

100.00%

51.00%

66.00%

100.00%

51.00%

53.00%

Method

Country of incorporation

Country of
operations

France

United States

Belgium

France

United States

Belgium

France

China

United States

France

Registration Document 2018 TOTAL

345

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

Eole Pierrefitte Es Bois

Eole Saint- Jean Lachalm

Eole Sorbon S.A.R.L.

Eole Yate

Eoliennes Arques 1

Eoliennes Arques 2

Eoliennes Arques 3

Eoliennes De La Chaussee Brunehaut

Eoliennes De La Chaussee Brunehaut 1

Eoliennes De La Chaussee Brunehaut 2

Eoliennes De La Chaussee Brunehaut 3

Eoliennes De La Chaussee Brunehaut 4

Eoliennes De La Chaussee Brunehaut 5

Eoliennes De L’Ourcq Et Du Clignon

Eoliennes Du Champ Chardon

Eoloue

Fassett- Walker Ii, LLC

Fassett- Walker Ph1, LLC

Fassett- Walker, LLC

Fast Jung KB

Finansol 1

Finansol 2

Finansol 3

Fosmax LNG

Frieman & Wolf Batterietechnick GmbH

Gas Del Litoral SRLCV

GFS I Class B Member, LLC

Gfs I Holding Company, LLC

Giovanni Holdings, LLC

Glaciere De Palisse

Global Energy Armateur SNC

Global LNG Armateur S.A.S.

Global LNG Cameron France S.A.S.

Global LNG Downstream S.A.S.

Global LNG North America Corporation

Global LNG S.A.S.

Global LNG Supply S.A.

Global LNG UK Limited

Golden Fields Solar I, LLC

Goodfellow Solar I, LLC

Greenbotics, Inc.

Greenflex S.A.S.

Gulf Total Tractebel Power Company PSJC

Hambrégie

Hazira LNG Private Limited

Hazira Port Private Limited

Helio 100 Kw

Helio 21

Helio 974 Toitures

Helio Bakia

Helio Beziers

Helio Boulouparis

Helio Boulouparis 2

Helio Florensac

Helio Fonds Caraibes

Helio La Perriere

Helio Logistique

Helio L’R

Helio Orange

Helio Piin Patch

Helio Popidery

346

TOTAL Registration Document 2018

% Group
interest

100.00%

51.00%

100.00%

17.00%

55.66%

100.00%

27.50%

100.00%

25.00%

55.66%

100.00%

55.66%

100.00%

20.00%

100.00%

26.00%

100.00%

65.00%

100.00%

65.00%

100.00%

66.00%

65.00%

100.00%

65.00%

100.00%

Method

Country of incorporation

Country of
operations

France

United States

Sweden

France

Germany

E Mexico

United States

France

United States

France

Luxembourg

United Kingdom

United States

France

United States

Sweden

France

Germany

Mexico

United States

France

United States

France

Luxembourg

United Kingdom

United States

France

United Arab Emirates

France

India

France

India

France

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 18

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

Helio Reunion

Helio Tamoa

Helio Temala

Helios Beau Champ Limited

Helios II Residential Solar Fund, LLC

Helios Residential Solar Fund, LLC

Helix Project III, LLC

Helix Project Iv, LLC

Helix Project V, LLC

Heracles Solar PH1, LLC

Heracles Solar, LLC

High Plains Ranch I, LLC

Holding Eole 2018

Holding Otev

Holding Pdr

% Group
interest

100.00%

48.64%

55.66%

100.00%

Huaxia CPV (Inner Mongolia) Power Corporation, Limited

13.91%

Hydro Tinee

Hydro- M Ingenierie Des Energies Renouvelables

Hydromons

Infigen Energy US Development Corporation

Institut Photovoltaïque D’Ile De France (IPVF)

Ise Total Nanao Power Plant G.K.

JBAB Solar, LLC

JDA Overseas Holdings, LLC

Jmb Hydro S.A.R.L.

Jmb Solar

Jmb Solar Nogara

Jmcp

K2015014806 (South Africa) (PTY) Limited

K2015014875 (South Africa) (PTY) Limited

K2015070451 (South Africa) (PTY) Limited

K2015263261 (South Africa) (PTY) Limited

Kern High School District Solar, LLC

Klipgats 7 Hold Company LLC

Klipgats PV 3 Hold Company LLC

Kozani Energy Anonymi Energeiaki Etaireia
(distinctive title Kozani Energy S.A.)

Kozani Energy Malta Limited

LA Basin Solar I, LLC

LA Basin Solar II, LLC

LA Basin Solar III, LLC

La Compagnie Electrique De Bretagne

La Metairie Neuve

Lampiris S.A.

Lemoore Stratford Land Holdings IV, LLC

Les Eoliennes De Conquereuil

Les Moulins A Vent De Kermadeen

Les Vents De Ranes

Libcom

Libwatt

Lucerne Valley Solar I, LLC

Luis Solar, LLC

Lux II Residential Solar Fund, LLC

Lux Residential Solar Fund, LLC

Marcinelle Energie

Margeriaz Energie

Marysville Unified School District Solar, LLC

Messigaz SNC

Methanergy

Minneola Solar I, LLC

Missiles & Space Batteries Limited

50.00%

100.00%

55.66%

43.00%

50.00%

55.66%

100.00%

50.05%

55.66%

60.00%

23.84%

100.00%

55.66%

100.00%

51.00%

100.00%

55.66%

100.00%

55.66%

100.00%

55.66%

50.00%

Method

Country of incorporation

France

E Mauritius

United States

France

China

France

Japan

United States

France

South Africa

United States

Greece

Malta

United States

France

Belgium

Country of
operations

France

Mauritius

United States

France

China

France

United States

France

Japan

United States

France

United States

South Africa

United States

Greece

Malta

United States

France

Belgium

United States

France

United States

Belgium

France

United States

Belgium

France

United States

France

United States

United Kingdom

France

United States

United Kingdom

Registration Document 2018 TOTAL

347

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

Miyako Kuzakai Solarpark G.K.

Mojave Solar Investment, LLC

Mulilo Prieska PV (RF) Proprietary Limited

Napa Sanitation District Solar, LLC

Nelle Centr.Eolienne_Lastours

NorthStar Energy Management, LLC

Northstar Santa Clara County 2016, LLC

Nouvelle Entreprise D’Energie Solaire

Nyk Armateur S.A.S.

Ombrieres Te Vendres

Oro Fields Solar, LLC

Parc Des Hauts Vents

Parc Eolien De Cassini

Parc Eolien De Nesle La Reposte

Parc Eolien Nordex III

Parc Eolien Nordex XXIX

Parc Eolien Nordex XXX

Parc Solaire De Servian

Partrederiet Bw Gas Global LNG

Perpetual Sunhine Solar Program I, LLC

Perpetual Sunshine I, LLC

PGC Plano I, LLC

Phantom Field Resources, LLC

Photon Residential Solar Fund, LLC

Photovoltaic Park Malta Limited

Photovoltaica Parka Veroia Anonymi Etaireia

Pont- Sur- Sambre Power S.A.S.

Pos

Pos Production Ii

Pos Production Iii

Pos Production Iv

Pos Production V

Proteus Solar, S.A. De C.V.

PV Salvador SPA

Quadran Caraibes

Quadran Holding Daac

Quadran Holding Nc

Quadran Nogara

Quadran Pacific

Quadran S.A.S.

Quadrelio

Quadrica

Redstone Solar I, LLC

Roquefort Solar

Saft (Zhuhai FTZ) Batteries Company Limited

Saft AB

Saft Acquisition S.A.S.

Saft America Inc.

Saft AS

Saft Australia PTY Limited

Saft Batterias SL

Saft Batterie Italia S.R.L.

Saft Batterien GmbH

Saft Batteries Pte Limited

Saft Batteries PTY Limited

Saft Batterijen B.V.

Saft Do Brasil Ltda

Saft Ferak AS

Saft Finance S.A.R.L.

Saft Groupe S.A.

Saft Hong Kong Limited

348

TOTAL Registration Document 2018

% Group
interest

50.00%

55.66%

27.00%

55.66%

47.69%

55.66%

51.00%

50.00%

100.00%

55.66%

66.00%

47.69%

100.00%

47.69%

100.00%

49.00%

55.66%

100.00%

60.00%

70.00%

55.66%

20.00%

100.00%

51.00%

55.66%

51.00%

100.00%

Method

Country of incorporation

Japan

United States

South Africa

United States

France

United States

Country of
operations

Japan

United States

South Africa

United States

France

United States

France

Norway

United States

Malta

Greece

France

Mexico

Chile

France

Norway

United States

Malta

Greece

France

Mexico

Chile

France

United States

France

China

Sweden

France

China

Sweden

France

United States

Norway

Australia

Spain

Italy

Germany

Singapore

Australia

Netherlands

Brazil

Norway

Australia

Spain

Italy

Germany

Singapore

Australia

Netherlands

Brazil

Czech Republic

Luxembourg

France

Hong Kong

Luxembourg

France

Hong Kong

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 18

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

Saft India Private Limited

Saft Japan KK

Saft Limited

Saft LLC

Saft Nife ME Limited

Saft S.A.S.

Saft Sweden AB

Sem La Champenoise

Semper

SGS Antelope Valley Development, LLC

Sgula (East) Green Energies Limited

Shams Power Company PJSC

Smalt Energie

Société d’exploitation de centrales photovoltaïques 1

Solaire Generation, LLC

Solaire Grand Sud

Solaire Libron

Solaire Villon

Solar Carport NJ, LLC

Solar Energies

Solar Greenhouse I, LLC

Solar Mimizan

Solar Star 1969, LLC

Solar Star Always Low Prices Ct, LLC

Solar Star Always Low Prices Hi, LLC

Solar Star Always Low Prices Il, LLC

Solar Star Always Low Prices Ma, LLC

Solar Star Arizona HMR- I, LLC

Solar Star Arizona I, LLC

Solar Star Arizona II, LLC

Solar Star Arizona III, LLC

Solar Star Arizona IV, LLC

Solar Star Arizona V, LLC

Solar Star Arizona VI, LLC

Solar Star Arizona VII, LLC

Solar Star Arizona XIII, LLC

Solar Star Bay City 2, LLC

Solar Star Bay City I, LLC

Solar Star California I, LLC

Solar Star California IV, LLC

Solar Star California L (2), LLC

Solar Star California L (3), LLC

Solar Star California L, LLC

Solar Star California LX, LLC

Solar Star California LXII, LLC

Solar Star California LXIII, LLC

Solar Star California LXIV, LLC

Solar Star California LXV, LLC

Solar Star California LXVI, LLC

Solar Star California LXXV, LLC

Solar Star California LXXVI, LLC

Solar Star California LXXVII, LLC

Solar Star California LXXVIII, LLC

Solar Star California VII, LLC

Solar Star California XII, LLC

Solar Star California XL, LLC

Solar Star California XLI Parent, LLC

Solar Star California XLI, LLC

Solar Star California XLII, LLC

Solar Star California XLIII, LLC

Solar Star California XLIV, LLC

% Group
interest

100.00%

15.26%

34.26%

55.66%

20.00%

100.00%

27.88%

55.66%

100.00%

51.00%

55.66%

61.99%

55.66%

100.00%

55.66%

Method

Country of incorporation

Country of
operations

India

Japan

India

Japan

United Kingdom

Russia

Cyprus

France

Sweden

France

Russia

Cyprus

France

Sweden

France

United States

Israel

United States

United Arab Emirates

France

United States

France

United States

France

United States

France

United States

France

United States

France

United States

France

United States

Registration Document 2018 TOTAL

349

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

Solar Star California XLV, LLC

Solar Star California XLVI, LLC

Solar Star California XLVII, LLC

Solar Star California XLVIII, LLC

Solar Star California XV Parent, LLC

Solar Star California XV, LLC

Solar Star California XVI, LLC

Solar Star California XVII, LLC

Solar Star California XVIII, LLC

Solar Star California XXI, LLC

Solar Star California XXII, LLC

Solar Star California XXIII, LLC

Solar Star California XXIV, LLC

Solar Star California XXIX, LLC

Solar Star California XXV, LLC

Solar Star California XXVI, LLC

Solar Star California XXVII, LLC

Solar Star California XXVIII, LLC

Solar Star California XXXIV, LLC

Solar Star California XXXIX, LLC

Solar Star California XXXV, LLC

Solar Star California XXXVI, LLC

Solar Star California XXXVII, LLC

Solar Star California XXXVIII, LLC

Solar Star Colorado II, LLC

Solar Star Connecticut I, LLC

Solar Star Grossmont St Cr, LLC

Solar Star Hawaii I, LLC

Solar Star Hawaii IV, LLC

Solar Star HD Connecticut, LLC

Solar Star HD Illinois, LLC

Solar Star HD Maryland, LLC

Solar Star HD New Jersey, LLC

Solar Star HD New York, LLC

Solar Star Healthy 1, LLC

Solar Star HI Air, LLC

Solar Star Illinois I, LLC

Solar Star Irwd Baker, LLC

Solar Star Khsd, LLC

Solar Star La County I, LLC

Solar Star Lost Hills, LLC

Solar Star Massachusetts II, LLC

Solar Star Massachusetts III, LLC

Solar Star Maxx 1, LLC

Solar Star New Jersey IV, LLC

Solar Star New York I, LLC

Solar Star Northwestern University, LLC

Solar Star NVUSD II, LLC

Solar Star Oceanside, LLC

Solar Star Oregon I, LLC

Solar Star Oregon II Parent, LLC

Solar Star Palo Alto I, LLC

Solar Star Plano I, LLC

Solar Star Rancho CWD I, LLC

Solar Star Rpuwd, LLC

Solar Star Santa Barbara 3, LLC

Solar Star Santa Cruz, LLC

Solar Star SH MA, LLC

Solar Star Texas II, LLC

Solar Star Texas IV, LLC

Solar Star Urbana Landfill Central, LLC

350

TOTAL Registration Document 2018

% Group
interest

Method

Country of incorporation

55.66%

United States

Country of
operations

United States

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

% Group
interest

Method

Country of incorporation

Solar Star Urbana Landfill East, LLC

Solar Star Wfm 1, LLC

Solar Star Wfm 2, LLC

Solar Star Woodlands St Cr, LLC

Solar Star YC, LLC

Solar University, LLC

SolarBridge Technologies Inc.

Solarstar Billerica I, LLC

Solarstar Ma I, LLC

Solarstar Prime I, LLC

SolarStorage Fund A, LLC

SolarStorage Fund B, LLC

SolarStorage Fund C, LLC

Sophye Lacmort

South Hook LNG Terminal Company Limited

SPML Land Inc.

SPWR EW 2013- 1, LLC

SPWR MS 2013- 1, LLC

SPWR SS 1, LLC

Srec Ne Holdings, LLC

Srec Ne, LLC

SSCA XLI Class B Member, LLC

SSCA XLI Holding Company, LLC

Strata Solar, LLC

SunPower AssetCo, LLC

SunPower Bermuda Holdings

SunPower Bobcat Solar, LLC

SunPower Capital Services, LLC

SunPower Capital, LLC

55.66%

50.00%

8.35%

55.66%

0.56%

27.83%

55.66%

SunPower Commercial Holding Company IV Parent, LLC

55.66%

SunPower Commercial Holding Company IV, LLC

SunPower Commercial Holding Company V, LLC

SunPower Commercial Holding Company VI, LLC

Sunpower Commercial St Revolver, LLC

SunPower Corp Israel Limited

SunPower Corporation

SunPower Corporation (Switzerland) S.A.R.L.

SunPower Corporation Australia PTY Limited

SunPower Corporation Limited

SunPower Corporation Mexico, S. de R.L. de C.V.

SunPower Corporation Southern Africa (PTY) Limited

SunPower Corporation SPA

SunPower Corporation UK Limited

SunPower Corporation, Systems

SunPower DevCo, LLC

SunPower Development Company

SunPower Energía SPA

SunPower Energy Corporation Limited

SunPower Energy Solutions France S.A.S.

SunPower Energy Systems Canada Corporation

SunPower Energy Systems Korea

SunPower Energy Systems Singapore PTE Limited

55.66%

SunPower Energy Systems Southern Africa (PTY) Limited

55.66%

SunPower Energy Systems Spain, SL

SunPower Engineering and Construction
of Energy Production and Trade (Turkey)

SunPower Foundation

SunPower GmbH

SunPower Helix I, LLC

SunPower HoldCo, LLC

SunPower Italia S.R.L.

55.66%

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 18

Country of
operations

United States

France

United States

France

United Kingdom

Philippines

United States

Bermuda

United States

Israel

United States

Switzerland

Australia

Hong Kong

Mexico

South Africa

Chile

Philippines

United States

Bermuda

United States

Israel

United States

Switzerland

Australia

Hong Kong

Mexico

South Africa

Chile

United Kingdom

United States

Chile

Hong Kong

France

Canada

South Korea

Singapore

South Africa

Spain

Turkey

United States

Germany

United States

Italy

United States

Chile

United States

France

Canada

South Korea

Singapore

South Africa

Spain

Turkey

United States

Germany

United States

Italy

Registration Document 2018 TOTAL

351

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

SunPower Japan KK

SunPower Malaysia Manufacturing Sdn. Bhd.

SunPower Malta Limited

SunPower Manufacturing (PTY) Limited

SunPower Manufacturing Corporation Limited

SunPower Manufacturing de Vernejoul

% Group
interest

55.66%

SunPower Muhendislik Insaat Enerji Üretim ve Ticaret A.S

55.66%

SunPower Nanao Parent, LLC

SunPower Netherlands B.V.

SunPower Netherlands Hold Company 1 B.V.

SunPower Netherlands Hold Company 2 B.V.

SunPower Netherlands Hold Company 3 B.V.

SunPower Netherlands Hold Company 4 B.V.

SunPower Netherlands Hold Company 5 B.V.

SunPower Netherlands Hold Company 6 B.V.

SunPower Netherlands Hold Company 7 B.V.

Sunpower Netherlands Hold Company 8 B.V.

SunPower Netherlands Holdings B.V.

Sunpower North America Manufacturing, LLC

SunPower North America, LLC

SunPower NY CDG 1, LLC

SunPower Osato Parent, LLC

SunPower Philippines Limited – Regional Operating
Headquarters

SunPower Philippines Manufacturing Limited

SunPower Revolver HoldCo I Parent, LLC

SunPower Revolver HoldCo I, LLC

SunPower Solar Energy Technology (Tianjin) Corporation,
Limited

SunPower Solar India Private Limited

SunPower Solar Malaysia Sdn. Bhd.

SunPower Systems Belgium SPRL

SunPower Systems International Limited

SunPower Systems Mexico S. de R.L. de C.V.

SunPower Systems S.A.R.L.

SunPower Technologies France S.A.S.

Sunpower Technologies, Inc.

SunPower Technology Limited

SunPower YC Holdings LLC

Sunrise 3, LLC

Sunstrong Capital Holdings, LLC

Sunzil

Sunzil Caraibes

Sunzil Mayotte S.A.S.

Sunzil Ocean Indien

Sunzil Pacific

Sunzil Polynésie

Sunzil Polynésie Services

Sunzil Services Caraibes

Sunzil Services Ocean Indien

Swingletree Operations, LLC

Tadiran Batteries GmbH

Tadiran Batteries Limited

TEMASOL

Tenesol Venezuela

Thezan Solar

Toitures Capiscol

Torimode (PTY) Limited

Toriprox (PTY) Limited

Torisol (PTY) Limited

55.66%

50.00%

55.66%

100.00%

55.66%

100.00%

55.66%

Method

Country of incorporation

Japan

Malaysia

Malta

South Africa

Hong Kong

France

Turkey

Country of
operations

Japan

Malaysia

Malta

South Africa

United States

France

Turkey

United States

Netherlands

United States

Cayman Islands

United States

China

India

Malaysia

Belgium

Hong Kong

Mexico

Switzerland

France

United States

Cayman Islands

United States

France

Netherlands

United States

Netherlands

United States

Philippines

United States

China

India

Malaysia

Belgium

United States

Mexico

Switzerland

France

United States

Cayman Islands

United States

France

United States

Germany

Israel

Morocco

Venezuela

France

South Africa

Germany

Israel

Morocco

Venezuela

France

South Africa

Total Abengoa Solar Emirates Investment Company B.V.

50.00%

Netherlands

United Arab Emirates

352

TOTAL Registration Document 2018

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 18

Business
segment

Statutory corporate name

Gas, Renewables & Power (contd)

Total Energie Do Brasil

Total Energie Gas GmbH

Total Énergie Gaz

Total ENERGY SERVICES

Total Energy Ventures Europe

Total Energy Ventures International

Total Eren Holding

Total Gas & Power Actifs Industriels

Total Gas & Power Asia Private Limited

Total Gas & Power Brazil

Total Gas & Power Chartering Limited

Total Gas & Power Limited

Total Gas & Power North America Inc.

Total Gas & Power Services Limited

Total Gas & Power Thailand

Total Gas Pipeline USA Inc.

Total Gas Y Electricidad Argentina S.A.

Total Gasandes

Total Gaz Electricité Holdings France

Total Midstream Holdings UK Limited

Total New Energies Limited

Total New Energies Ventures USA, Inc.

Total Solar

Total Solar International

Total Solar Latin America SPA

Total Spring France

Total SunPower Energia S.A.

Total Tractebel Emirates O & M Company

Total Tractebel Emirates Power Company

Toul Power

Transportadora de Gas del Mercosur S.A.

Valorene

Vandenberg Solar I, LLC

Vega Solar 1 S.A.P.I. de C.V.

Vega Solar 2 S.A.P.I. de C.V.

Vega Solar 3 S.A.P.I. de C.V.

Vega Solar 4 S.A.P.I. de C.V.

Vega Solar 5 S.A.P.I. de C.V.

Vent De Thierache 01

Vent De Thierache 02

Vent De Thierache 03

Vents D’Oc Centrale D’Energie Renouvelable 18

Vertigo

Whippletree Solar, LLC

White Wolf Solar, LLC

Wood Draw Solar LLC

Yfrégie

Zeeland Solar B.V.

Refining & Chemicals

Appryl S.N.C

Atlantic Trading and Marketing Financial Inc.

Atlantic Trading and Marketing Inc.

Balzatex S.A.S.

Barry Controls Aerospace S.N.C.

BASF Total Petrochemicals LLC

Bay Junction Inc.

Bayport Polymers LLC

Borrachas Portalegre Ltda

BOU Verwaltungs GmbH

Buckeye Products Pileline LP

% Group
interest

55.66%

100.00%

33.86%

100.00%

55.66%

50.00%

100.00%

32.68%

66.00%

55.66%

51.00%

100.00%

25.00%

55.66%

100.00%

50.00%

100.00%

40.00%

100.00%

50.00%

100.00%

14.66%

Method

Country of incorporation

Country of
operations

Brazil

Germany

France

Singapore

France

United Kingdom

United States

United Kingdom

France

United States

Argentina

France

United Kingdom

United States

France

Chile

France

Chile

France

Argentina

France

United States

Mexico

France

United States

France

Netherlands

France

United States

France

United States

Portugal

Germany

Brazil

Germany

France

Singapore

France

United Kingdom

United States

United Kingdom

France

United States

Argentina

France

United Kingdom

United States

France

Chile

France

Chile

United Arab Emirates

France

Argentina

France

United States

France

United States

France

Netherlands

France

United States

France

United States

Portugal

Germany

United States

Registration Document 2018 TOTAL

353

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Statutory corporate name

Refining & Chemicals (contd)

Catelsa- Caceres S.A.U.

Cie Tunisienne du Caoutchouc S.A.R.L.

Composite Industrie Maroc S.A.R.L.

Composite Industrie S.A.

Cosden, LLC

COS- MAR Company

Cray Valley (Guangzhou) Chemical Company, Limited

Cray Valley Czech

Cray Valley HSC Asia Limited

Cray Valley Italia S.R.L.

Cray Valley S.A.

CSSA – Chartering and Shipping Services S.A.

Espa S.A.R.L.

Ethylène Est

Feluy Immobati

FINA Technology, Inc.

FPL Enterprises, Inc.

% Group
interest

100.00%

50.00%

100.00%

99.98%

100.00%

Gasket (Suzhou) Valve Components Company, Limited

100.00%

Gasket International SPA

Grande Paroisse S.A.

Gulf Coast Pipeline LP

Hanwha Total Petrochemical Co. Limited

HBA Hutchinson Brasil Automotive Ltda

Hutchinson (UK) Limited

Hutchinson (Wuhan) Automotive Rubber Products
Company Limited

Hutchinson Aéronautique & Industrie Limited

Hutchinson Aeroservices S.A.S.

Hutchinson Aerospace & Industry Inc.

Hutchinson Aerospace GmbH

Hutchinson Aftermarket USA Inc.

Hutchinson Antivibration Systems Inc.

Hutchinson Automotive Systems Company, Limited

Hutchinson Autopartes Mexico S.A. de C.V.

Hutchinson Borrachas de Portugal Ltda

Hutchinson Corporation

Hutchinson d.o.o Ruma

Hutchinson Do Brasil S.A.

Hutchinson Fluid Management Systems Inc.

Hutchinson GmbH

Hutchinson Holding GmbH

Hutchinson Holdings UK Limited

Hutchinson Iberia S.A.

Hutchinson Industrial Rubber Products (Suzhou)
Company, Limited

Hutchinson Industrias Del Caucho SAU

Hutchinson Industries Inc.

Hutchinson Japan Company Limited

Hutchinson Korea Limited

Hutchinson Maroc S.A.R.L. AU

Hutchinson Palamos

Hutchinson Poland SP ZO.O.

Hutchinson Polymers S.N.C.

Hutchinson Porto Tubos Flexiveis Ltda

Hutchinson Precision Sealing Systems Inc.

Hutchinson Rubber Products Private Limited Inde

Hutchinson S.A.

Hutchinson S.N.C.

Hutchinson S.R.L. (Italie)

Hutchinson S.R.L. (Roumanie)

Hutchinson Sales Corporation

100.00%

14.66%

50.00%

100.00%

354

TOTAL Registration Document 2018

Method

Country of incorporation

Spain

Tunisia

Morocco

France

United States

China

Country of
operations

Spain

Tunisia

Morocco

France

United States

China

Czech Republic

China

Italy

France

China

Italy

France

Switzerland

France

Belgium

United States

China

Italy

France

United States

South Korea

Brazil

France

Belgium

United States

China

Italy

France

United States

South Korea

Brazil

United Kingdom

China

Canada

France

United States

Germany

United States

China

Mexico

Portugal

China

Canada

France

United States

Germany

United States

China

Mexico

Portugal

United States

Serbia

Brazil

Serbia

Brazil

United States

Germany

United Kingdom

Spain

China

Spain

United States

Japan

South Korea

Morocco

Spain

Poland

France

Portugal

Spain

China

Spain

United States

Japan

South Korea

Morocco

Spain

Poland

France

Portugal

United States

France

Italy

India

France

Italy

Romania

United States

Romania

United States

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 18

Business
segment

Statutory corporate name

Refining & Chemicals (contd)

Hutchinson Seal De Mexico S.A. de CV.

Hutchinson Sealing Systems Inc.

Hutchinson SRO

Hutchinson Stop – Choc GmbH & CO. KG

Hutchinson Suisse S.A.

Hutchinson Transferencia de Fluidos S.A. de C.V.

Hutchinson Tunisie S.A.R.L.

Hutchinson Vietnam Company Limited

Industrias Tecnicas De La Espuma SL

Industrielle Desmarquoy S.N.C.

Jéhier S.A.S.

JPR S.A.S.

KTN Kunststofftechnik Nobitz GmbH

Laffan Refinery Company Limited

Laffan Refinery Company Limited 2

LaPorte Pipeline Company LP

LaPorte Pipeline GP LLC

Le Joint Francais S.N.C.

Legacy Site Services LLC

Les Stratifiés S.A.S.

Lone Wolf Land Company

LSS Funding Inc.

Machen Land Limited

Mapa – Spontex Inc.

Naphtachimie

Novogy, Inc.

Olutex Oberlausitzer Luftfahrttextilien GmbH

Pamargan (Malta) Products Limited

Pamargan Products Limited

Paulstra S.N.C.

Paulstra Silentbloc S.A.

Polyblend GmbH

Qatar Petrochemical Company Q.S.C. (QAPCO)

Qatofin Company Limited

Résilium

Retia

Retia USA LLC

San Jacinto Rail Limited

Saudi Aramco Total Refining & Petrochemical Company

Sealants Europe

SigmaKalon Group B.V.

Société Béarnaise De Gestion Industrielle

Société du Pipeline Sud- Européen

Stillman Seal Corporation

Stop- Choc (UK) Limited

Techlam S.A.S.

Total Activités Maritimes

Total Corbion PLA B.V.
Total Deutschland GmbH (c)

Total Downstream UK PLC

Total Energy Marketing A/S

Total European Trading

Total Laffan Refinery

Total Laffan Refinery II B.V.

Total Lindsey Oil Refinery Limited

Total New Energies USA, Inc.

Total Olefins Antwerp

Total Opslag En Pijpleiding Nederland NV

Total PAR LLC

Total Petrochemicals (China) Trading Company,
Limited

% Group
interest

100.00%

99.89%

100.00%

10.00%

20.16%

19.96%

100.00%

50.00%

100.00%

68.00%

20.00%

49.09%

100.00%

17.00%

37.50%

34.00%

100.00%

35.14%

100.00%

50.00%

100.00%

Method

Country of incorporation

Country of
operations

Mexico

United States

Czech Republic

Germany

Switzerland

Mexico

United States

Czech Republic

Germany

Switzerland

Mexico

Tunisia

Vietnam

Spain

France

Germany

Qatar

United States

France

United States

France

United States

United Kingdom

United States

France

United States

Germany

Malta

Mexico

Tunisia

Vietnam

Spain

France

Germany

Qatar

United States

France

United States

France

United States

United Kingdom

United States

France

United States

Germany

Malta

United Kingdom

France

Belgium

Germany

Qatar

Belgium

France

United States

Saoudia Arabia

France

Netherlands

France

United States

United Kingdom

France

Netherlands

Germany

France

Belgium

Germany

Qatar

Belgium

France

United States

Saoudia Arabia

France

Netherlands

France

United States

United Kingdom

France

Netherlands

Germany

United Kingdom

Denmark

France

Netherlands

United Kingdom

United States

Belgium

Netherlands

United States

China

Denmark

France

Netherlands

United Kingdom

United States

Belgium

Netherlands

United States

China

Registration Document 2018 TOTAL

355

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Statutory corporate name

Refining & Chemicals (contd)

Total Petrochemicals (Foshan) Limited

Total Petrochemicals (Hong Kong) Limited

Total Petrochemicals (Ningbo) Limited

Total Petrochemicals (Shangai) Limited

Total Petrochemicals Development Feluy

Total Petrochemicals Ecaussinnes

Total Petrochemicals Feluy

Total Petrochemicals France

Total Petrochemicals Iberica

Total Petrochemicals Pipeline USA Inc.

Total Petrochemicals UK Limited

Total Polymers Antwerp

Total Raffinaderij Antwerpen N.V.

Total Raffinage France

Total Raffinerie Mitteldeutschland GmbH

Total Refining & Chemicals

Total Refining & Chemicals Saudi Arabia S.A.S.

Total Research & Technology Feluy

Total Splitter USA Inc

Total Trading and Marketing Canada LP

Total Trading Asia Pte Limited

Total Trading Canada Limited

Total Trading Products S.A.

TOTSA Total Oil Trading S.A.

Totseanergy

Transalpes S.N.C.

Trans- Ethylène

Tssa Total Storage & Services S.A.

Vibrachoc SAU

Zeeland Refinery NV

Marketing & Services

Air Total (Suisse) S.A.

Air Total International S.A.

Alvea

Antilles Gaz

Argedis

Aristea

Arteco

AS 24

AS 24 Tankservice GmbH

AS24 Belgie N.V.

AS24 Espanola S.A.

AS24 Fuel Cards Limited

AS24 Polska SP ZO.O.

Caldeo

Charvet La Mure Bianco

Clean Energy

Compagnie Pétrolière de l’Ouest – CPO

CPE Énergies

Cristal Marketing Egypt

DCA- MORY-SHIPP

Egedis

Elf Oil UK Aviation Limited

Elf Oil UK Properties Limited

Fioulmarket.fr

Gapco Kenya Limited

Gapco Tanzania Limited

Gapco Uganda Limited

Guangzhou Elf Lubricants Company Limited

Gulf Africa Petroleum Corporation

Lubricants Vietnam Holding Limited

356

TOTAL Registration Document 2018

% Group
interest

100.00%

49.00%

67.00%

99.98%

100.00%

55.00%

100.00%

51.00%

49.99%

100.00%

25.00%

100.00%

80.78%

100.00%

77.00%

100.00%

Method

Country of incorporation

China

Hong Kong

China

Belgium

France

Spain

Country of
operations

China

Hong Kong

China

Belgium

France

Spain

United States

United Kingdom

United States

United Kingdom

Belgium

France

Germany

France

Belgium

France

Germany

France

Belgium

United States

Canada

Singapore

Canada

Switzerland

Belgium

France

Switzerland

Spain

Netherlands

Switzerland

France

Belgium

France

Germany

Belgium

Spain

Canada

Singapore

Canada

Switzerland

Belgium

France

Switzerland

Spain

Netherlands

Switzerland

France

Belgium

France

Germany

Belgium

Spain

United Kingdom

Poland

France

Poland

France

United States

France

Egypt

France

Egypt

France

United Kingdom

France

Kenya

Tanzania

Uganda

China

Mauritius

France

Kenya

Tanzania

Uganda

China

Mauritius

Hong Kong

Business
segment

Statutory corporate name

Marketing & Services (contd)

% Group
interest

Method

Country of incorporation

Country of
operations

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8

Note 18

National Petroleum Refiners Of South Africa (PTY) Limited

18.22%

South Africa

Pitpoint B.V.

Pitpoint Cng B.V.

Produits Pétroliers Stela

Quimica Vasca S.A. Unipersonal

Saudi Total Petroleum Products

Servauto Nederland B.V.

Société des transports pétroliers par pipeline

Société d’exploitation de l’usine de Rouen

Société mahoraise de stockage de produits pétroliers

Société Urbaine des Pétroles

S- Oil Total Lubricants Company Limited

South Asia LPG Private Limited

Total (Africa) Limited

Total (Fiji) Limited

Total Additifs et Carburants Spéciaux

Total Africa S.A.

Total Aviation & Export Limited

Total Belgium

Total Bitumen Deutschland GmbH

Total Bitumen UK Limited

Total Botswana (PTY) Limited

Total Burkina

Total Cambodge

Total Cameroun

Total Caraïbes

Total Ceska Republika S.R.O.

Total China Investment Company Limited

Total Congo

Total Corse

Total Côte D’Ivoire

Total Denmark A/S

Total Egypt

Total España S.A.

Total Especialidades Argentina

Total Ethiopia

Total Fluides

Total Freeport Corporation

Total Fuels Wuhan Company Limited

Total Glass Lubricants Europe GmbH

Total Guadeloupe

Total Guinea Ecuatorial

Total Guinée

Total Holding Asie

Total Holding India

Total Italia

Total Jamaica Limited

Total Jordan PSC

Total Kenya

Total Liban

Total Liberia Inc.

Total Lubricants (China) Company Limited

Total Lubricants Taiwan Limited

Total Lubrifiants

Total Lubrifiants Algérie

Total Lubrifiants Service Automobile

Total Luxembourg S.A.

Total Madagasikara S.A.

Total Mali

Total Marine Fuels

100.00%

99.99%

100.00%

51.00%

100.00%

35.50%

98.98%

100.00%

50.00%

100.00%

50.10%

100.00%

67.01%

100.00%

72.99%

100.00%

80.78%

100.00%

98.78%

100.00%

51.00%

100.00%

70.00%

100.00%

93.96%

100.00%

77.00%

63.00%

99.98%

78.90%

99.98%

100.00%

79.44%

100.00%

Netherlands

France

Spain

Saoudia Arabia

Netherlands

France

South Korea

India

South Africa

Netherlands

France

Spain

Saoudia Arabia

Netherlands

France

South Korea

India

United Kingdom

Fiji Islands

France

Zambia

Belgium

Germany

Fiji Islands

France

Zambia

Belgium

Germany

United Kingdom

Botswana

Burkina Faso

Cambodia

Cameroon

France

Botswana

Burkina Faso

Cambodia

Cameroon

France

Czech Republic

China

Republic
of the Congo

France

Côte d’Ivoire

Denmark

Egypt

Spain

Argentina

Ethiopia

France

Philippines

China

Germany

France

China

Republic
of the Congo

France

Côte d’Ivoire

Denmark

Egypt

Spain

Argentina

Ethiopia

France

Philippines

China

Germany

France

Equatorial Guinea

Guinea

France

Italy

Jamaica

Jordan

Kenya

Lebanon

Liberia

China

Taiwan

France

Algeria

France

Luxembourg

Madagascar

Mali

Singapore

Guinea

France

Italy

Jamaica

Jordan

Kenya

Lebanon

Liberia

China

Taiwan

France

Algeria

France

Luxembourg

Madagascar

Mali

Singapore

Registration Document 2018 TOTAL

357

8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Statutory corporate name

Marketing & Services (contd)

Total Marketing Egypt

Total Marketing France

Total Marketing Gabon

Total Marketing Middle East Free Zone

Total Marketing Services

Total Marketing Tchad

Total Marketing Uganda

Total Maroc

Total Mauritius

Total Mayotte

Total Mexico S.A. de C.V.

Total Mineraloel und Chemie GmbH

Total Mineralol GmbH

Total Mozambique

Total Namibia (PTY) Limited

Total Nederland NV

Total Niger S.A.

Total Nigeria PLC

Total Oil Asia- Pacific Pte Limited

Total Oil India Private Limited

Total Outre- Mer

Total Pacifique

Total Parco Pakistan Limited

Total Petroleum (Shanghai) Company Limited

Total Petroleum Ghana Limited

Total Petroleum Puerto Rico Corp.

Total Philippines Corporation

Total Polska

Total Polynésie

Total RDC

Total Réunion

Total Romania S.A.

Total Sénégal

Total Singapore Shared Services Pte Limited

Total Sinochem Fuels Company Limited

Total Sinochem Oil Company Limited

Total South Africa (PTY) Limited

Total Specialties USA Inc.

Total Supply MS S.A.

Total Swaziland (PTY) Limited

Total Tanzania Limited

Total Tianjin Manufacturing Company Limited

Total Togo

Total Tunisie

Total Turkey Pazarlama

Total UAE LLC

Total Uganda Limited

Total UK Limited

Total Ukraine LLC

Total Union Océane

Total Vietnam Limited

Total Vostok

Total Zambia

Total Zimbabwe Limited

Totalgaz Vietnam LLC

Upbeatprops 100 PTY Limited

V Energy S.A.

358

TOTAL Registration Document 2018

% Group
interest

80.78%

100.00%

90.00%

100.00%

55.00%

100.00%

50.10%

100.00%

61.72%

100.00%

50.00%

100.00%

76.74%

100.00%

51.00%

100.00%

99.81%

60.00%

100.00%

69.14%

100.00%

49.00%

50.10%

100.00%

50.10%

100.00%

77.00%

76.72%

100.00%

49.00%

100.00%

80.00%

100.00%

50.10%

70.00%

Method

Country of incorporation

Country of
operations

Egypt

France

Gabon

Egypt

France

Gabon

United Arab Emirates

France

Chad

Uganda

Morocco

Mauritius

France

Mexico

Germany

Mozambique

Namibia

Netherlands

Niger

Nigeria

Singapore

India

France

Pakistan

China

Ghana

Puerto Rico

Philippines

Poland

France

Chad

Uganda

Morocco

Mauritius

France

Mexico

Germany

Mozambique

Namibia

Netherlands

Niger

Nigeria

Singapore

India

France

Pakistan

China

Ghana

Puerto Rico

Philippines

Poland

France

Democratic Republic
of Congo

France

Romania

Senegal

Singapore

China

South Africa

United States

Switzerland

Swaziland

Tanzania

China

Togo

Tunisia

Turkey

France

Romania

Senegal

Singapore

China

South Africa

United States

Switzerland

Swaziland

Tanzania

China

Togo

Tunisia

Turkey

United Arab Emirates

Uganda

United Kingdom

Ukraine

France

Vietnam

Russia

Zambia

Zimbabwe

Vietnam

South Africa

Ukraine

France

Vietnam

Russia

Zambia

Zimbabwe

Vietnam

South Africa

Dominican Republic

CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements
Note 18

Business
segment

Corporate

Statutory corporate name

Albatros

Elf Aquitaine

Elf Aquitaine Fertilisants

Elf Aquitaine Inc.

Elf Forest Products LLC

Etmofina

Omnium Reinsurance Company S.A.

Pan Insurance Limited

Septentrion Participations

Socap S.A.S.

Société Civile Immobilière CB2

Sofax Banque

Total American Services Inc.

Total Capital

Total Capital Canada Limited

Total Capital International

Total Consulting

% Group
interest

100.00%

Total Corporate Management (Beijing) Company Limited

100.00%

Total Delaware Inc.

Total Développement Régional S.A.S.

Total Facilities Management Services (TFMS)

Total Finance

Total Finance Corporate Services Limited

Total Finance Global Services (TOFIG)

Total Finance international B.V.

Total Finance Nederland B.V.

Total Finance USA Inc.

Total Funding Nederland B.V.

Total Funding Nederland International B.V.

Total Gestion Filiales

Total Gestion USA

Total Global Financial Services

Total Global Human Ressources Services

Total Global Information Technology Services Belgium

Total Global IT Services (TGITS)

Total Global Procurement (TGP)

Total Global Procurement Belgium S.A. (TGPB)

Total Global Services Bucharest

Total Global Services Philippines

Total Holding Allemagne

Total Holdings Europe

Total Holdings International B.V.

Total Holdings UK Limited

Total Holdings USA Inc.

Total International NV

Total Learning Solutions (TLS)

Total Operations Canada Limited

Total Overseas Holding (PTY) Limited

Total Participations
Total Petrochemicals & Refining S.A./NV (c)
Total Petrochemicals & Refining USA Inc. (c)

Total Petrochemicals Security USA Inc.

Total Resources (Canada) Limited

Total S.A.

Total Treasury

Total UK Finance Limited

100.00%

99.98%

100.00%

99.01%

100.00%

Method

Country of incorporation

France

United States

Belgium

Switzerland

Ireland

France

Country of
operations

France

United States

Belgium

Switzerland

Ireland

France

United States

France

Canada

France

China

France

Canada

France

China

United States

France

United Kingdom

Belgium

Netherlands

United States

Netherlands

France

Belgium

France

Belgium

Romania

Philippines

France

Netherlands

United Kingdom

United States

Netherlands

France

Canada

South Africa

France

Belgium

United States

Canada

France

Belgium

Netherlands

United States

Netherlands

France

Belgium

France

Belgium

Romania

Philippines

France

Netherlands

United Kingdom

United States

Netherlands

France

Canada

Netherlands

France

Belgium

United States

Canada

France

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

SUPPLEMENT
AL OIL AND GAS
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
and Exchange Commission (SEC) Rule 4- 10 of Regulation S- X set
forth in the “Modernization of Oil and Gas Reporting” release (SEC
Release n° 33- 8995) and the Financial Accounting Standard Board

regarding Extractive
(FASB) Accounting Standards Update
Activities – Oil and Gas (ASC 932), which provide definitions and
disclosure requirements.

9.1.1 Assessment process for reserves

Reserves estimations are performed by experienced geoscientists,
engineers and economists under the supervision of each affiliate’s
General Management. Staff involved in reserves evaluation are trained
to follow SEC- compliant internal guidelines and policies regarding
criteria that must be met before reserves can be considered as
proved. All of the Group’s proved reserves held in subsidiaries and
equity affiliates are estimated within the affiliates of the Group with
the exception of the proved reserves held by the equity affiliate PAO
Novatek. The assessment of the net proved liquids and natural gas
reserves of certain properties owned by PAO Novatek was completed
as of December 31, 2018, in accordance with the standards applied
by the Group, based on an independent third- party report from
DeGolyer & MacNaughton. These independently assessed reserves
account for 51% of the total net proved reserves TOTAL held in
Russia as of December 31, 2018.

The technical validation process relies on a Technical Reserves
Committee that is responsible for approving proved reserves
variations above a certain threshold and technical evaluations of
reserves associated with an investment decision that requires
approval from the Exploration & Production Executive Committee.
The Chairman of the Technical Reserves Committee is appointed by
the Senior Management of Exploration & Production and its members
have expertise in reservoir engineering, production geology,
production geophysics, reserves methodology, drilling and development
studies.

— an annual review of affiliates reserves conducted by an internal
group of specialists selected for their expertise in geosciences
and engineering and their knowledge of the affiliate. All members
of this group, chaired by the Reserves Vice- President (“RVP”) of
the Development and Support to Operations division and
composed of at least three Technical Reserves Committee
members, are knowledgeable in the SEC guidelines for proved
reserves evaluation. Their responsibility is to provide an
independent review of reserves changes proposed by affiliates
and ensure that reserves are estimated using appropriate
standards and procedures;

— at the end of the annual review carried out by the Development
and Support to Operations division, an SEC Reserves Committee
chaired by the Exploration & Production Senior Vice President
Corporate Affairs and comprised of the Development and
Support to Operations, Strategy- Business Development- R&D,
Finance and Legal Senior Vice Presidents as well as the Chairman
of the Technical Reserves Committee and the RVP, approves the
elements of the SEC reserve booking proposals concerning
criteria that are not dependent upon reservoir and geosciences
techniques. The results of the annual review and the proposals
for including revisions or additions of SEC Proved Reserves are
presented to the Exploration & Production Executive Committee
for approval before final validation by the Group’s General
Management and Chief Financial Officer.

An internal control process related to reserves estimation is formalized
and involves the following elements:

The reserves evaluation and control process is audited periodically
by the Group’s internal auditors.

— a central Reserve Entity the responsibility of which is: to
consolidate, document and archive the Group’s reserves; to
ensure coherence of evaluations worldwide; to maintain the
Corporate Reserves Guidelines Standards in line with SEC
guidelines and policies; to deliver training on reserves evaluation
and classification; and to conduct periodically in- depth technical
review of reserves for each affiliate;

The RVP of the Development and Support to Operations division is
the technical person responsible for preparing the reserves estimates
for the Group. Appointed by the President of Exploration &
Production, the RVP supervises the Reserve Entity, chairs the annual
review of reserves, and is a member of the Technical Reserves
Committee and the SEC Reserves Committee. The current RVP has
over 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
hydrocarbons (oil, bitumen and gas) were 8,400 Mboe and
represented 70% of the proved reserves. As of December 31, 2017,
proved developed reserves of hydrocarbons (oil, bitumen and gas)
were 7,010 Mboe and represented 61% of the proved reserves. As

of December 31, 2016, proved developed reserves of hydrocarbons
(oil, bitumen and gas) were 6,667 Mboe and represented 58% of the
proved reserves. Over the past three years, the average of proved
developed reserves renewal has remained well above 1,300 Mboe
per year.

362

TOTAL Registration Document 2018

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

9.1.3 Proved undeveloped reserves

As of December 31, 2018, TOTAL’s combined proved undeveloped
reserves (PUDs) of oil and gas were 3,650 Mboe compared to
4,465 Mboe at the end of 2017.

The variation is due to (i) - 1247 Mboe converted from PUDs to proved
developed reserves; (ii) +72 Mboe of revisions of previous estimates;
(iii) - 136 Mboe of divestitures. Variations of PUDs not included in
opening balance correspond to +178 Mboe related to extensions
and discoveries, +359 Mboe from acquisitions and - 40 Mboe
converted from PUDs to proved developed reserves.

In 2018, 910 Mboe of PUDs were converted to proved developed
through the start up of production of Timimoun (Algeria), Kaombo
Norte (Angola), Ichthys (Australia), Forth Hills (Canada), and Egina
(Nigeria); 377 Mboe correspond to conversions of PUDs to developed
reserves on other fields. These developments confirm once again
the Group’s ability to develop and bring into production similar large
scale and complex projects.

In 2018, the cost incurred to develop proved undeveloped reserves
(PUDs) was $8.8 billion, which represented 87% of 2018
development costs incurred, and was related to projects located for
the most part in Angola, Nigeria, Australia, Norway, Canada, Brazil,
the United Arab Emirates and the United States.

The variations of PUDs due to acquisitions and divestitures consist
mainly of the acquisition of Maersk Oil assets in Norway (Johan
Sverdrup) and United Kingdom (Culzean), the acquisition of new
assets in Brazil and the sales of 51% of Martin Linge.

The Group’s PUDs that may remain undeveloped for five years or
more after first disclosure (PUD5+) correspond to the remaining PUD
on large scale and complex development projects and to field
development projects for which planning is controlled by capacity
constrains. Indeed, although the Group has converted significant
amount of reserves associated to large scale and complex projects
from PUD5+ into developed reserves in 2018, those projects still
hold PUD5+ that are expected to be developed over time as part of
initial field development plans or additional development phases.

In addition, some projects are designed and optimized for a given
production capacity that controls the pace at which the field is
developed and the wells are drilled. At production start- up, only a
portion of the proved reserves is developed in order to deliver
sufficient production potential to meet capacity constraints and
contractual obligations.

Under these specific circumstances, the Group believes that it is
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
estimate of the Group’s oil, bitumen and gas quantities by geographic
areas as of December 31, 2018, 2017 and 2016.

Quantities shown correspond to proved developed and undeveloped
reserves together with changes in quantities for 2018, 2017 and
2016.

The definitions used for proved, proved developed and proved
undeveloped oil and gas reserves are in accordance with the revised
Rule 4- 10 of SEC Regulation S- X.

All references in the following tables to reserves or production are to
the Group’s entire share of such reserves or production. TOTAL’s
worldwide proved reserves include the proved reserves of its
consolidated subsidiaries as well as its proportionate share of the
proved reserves of equity affiliates.

Significant changes in proved reserves between 2017 and 2018 are
discussed below.

on a number of assets, partly compensated by lower entitlement
share from production sharing and risked service contracts; and

—-

17 Mboe due to other revisions.

The acquisitions in Europe and Central Asia, and in Middle East and
North Africa, correspond mainly to the acquired Maersk Oil assets in
the United Kingdom, Norway, Denmark and Algeria.

The acquisitions in the Americas correspond mainly to new assets in
Brazil.

The sales in Europe and Central Asia correspond mainly to the sale
in Norway.

The sales in Asia- Pacific correspond to decrease in interest in
Australia.

The extensions in Europe and Central Asia correspond mainly to
recognition of reserves in Denmark, posterior to the acquisition of
Maersk Oil.

For consolidated subsidiaries, the revisions of +450 Mboe for the
year 2018 were due to:

The extensions in Middle East and North Africa correspond mainly to
recognition of reserves in the United Arab Emirates and Algeria.

— +438 Mboe due to new information obtained from drilling and
production history mainly in the United Arab Emirates, the United
Kingdom and Angola;

For equity affiliates, the revisions of +187 Mboe for the year 2018
were mainly due to new information obtained from drilling and
production history in Russia.

— +29 Mboe due to economic factors as a result of higher yearly
average hydrocarbon prices, including a delayed economic limit

The acquisitions in Russia correspond to the acquisition by Novatek
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

Proved developed
and undeveloped reserves

(in million barrels of oil equivalent)

BALANCE AS OF DECEMBER 31, 2015 –
BRENT AT 54.17 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b

Consolidated subsidiaries

Europe and
Central Asia
(excl. Russia)

Africa
(excl. North
Africa)

Middle East
and North
Africa

Russia

Americas

Asia-
Paciﬁc

Total

1,812

(27)

(155)

1,726

122

(17)

(162)

1,678

126

316

(103)

(190)

(13)

(2)

(1)

1,802

106

(28)

(232)

1,679

132

(5)

(238)

1,799

1,025

7,990

2,020

1,309

232

(230)

(104)

(234)

152

(21)

(90)

111

152

(61)

(97)

(678)

982

7,602

519

246

(97)

(89)

(704)

1,442

1,639

(104)

195

149

(52)

(115)

1,450

1,816

943

7,577

137

444

(154)

(24)

(134)

(89)

(51)

450

598

487

(221)

(768)

1,896

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

December 31, 2017 – Brent at 54.36 $/b

DECEMBER 31, 2018 – BRENT AT 71.43 $/b

105

102

105

102

Proved developed
and undeveloped reserves

(in million barrels of oil equivalent)

BALANCE AS OF DECEMBER 31, 2015 –
BRENT AT 54.17 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b

Equity afliates

Europe and
Central Asia
(excl. Russia)

Africa
(excl. North
Africa)

Russia

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

2,220

331

(59)

(119)

2,389

124

(114)

2,451

128

102

(26)

(141)

2,525

(1)

(7)

(1)

(7)

1,121

190

(87)

1,292

(100)

1,237

(89)

178

(1)

(12)

165

(6)

(12)

147

(1)

(8)

1,209

138

3,590

331

190

(59)

(219)

3,916

124

(233)

3,898

187

102

(26)

(245)

3,927

364

TOTAL Registration Document 2018

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Consolidated subsidiaries and equity afliat es

Proved developed
and undeveloped reserves

(in million barrels of oil equivalent)

Europe and
Central Asia
(excl. Russia) Russia

Africa
(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
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.

(1)

Proved developed
and undeveloped reserves

(in million barrels)

BALANCE AS OF DECEMBER 31, 2015 –
BRENT AT 54.17 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

Consolidated subsidiaries

Europe and
Central Asia
(excl. Russia)

Russia

Africa

(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

976

(13)

(63)

936

(8)

(71)

902

221

(36)

(95)

(11)

(3)

1,450

(185)

1,051

239

(84)

1,282

1,210

(87)

101

205

3,806

265

(26)

(11)

(362)

200

3,723

202

147

(34)

(9)

(2)

(16)

(15)

(10)

(366)

1,218

168

192

3,677

141

404

(136)

(24)

(23)

(6)

351

455

364

(62)

(447)

(26)

(182)

1,188

122

(3)

(185)

BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b

1,060

Minority interest in proved developed and undeveloped reserves as of

December 31, 2016 – Brent at 42.82 $/b

December 31, 2017 – Brent at 54.36 $/b

DECEMBER 31, 2018 – BRENT AT 71.43 $/b

1,129

1,687

280

174

4,338

Equity afliates

Proved developed
and undeveloped reserves

(in million barrels)

BALANCE AS OF DECEMBER 31, 2015 –
BRENT AT 54.17 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b

366

TOTAL Registration Document 2018

Europe and
Central Asia

(excl. Russia) Russia

Africa

(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

246

(2)

(25)

276

(24)

284

(5)

(26)

317

(2)

260

167

(53)

432

(66)

410

(54)

170

(1)

(12)

157

(6)

(11)

140

(3)

(8)

413

129

689

167

(2)

(90)

878

(103)

845

108

(5)

(90)

868

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Proved developed
and undeveloped reserves

(in million barrels)

Consolidated subsidiaries and equity afliates

Europe and
Central Asia
(excl. Russia)

Africa

(excl. North
Africa)

Middle East
and North
Africa

Russia

Americas

Asia-
Paciﬁc

Total

AS OF DECEMBER 31, 2016 – BRENT AT 42.82 $/b

Proved developed and undeveloped reserves (a)

Consolidated subsidiaries

Equity affiliates

Proved developed reserves

Consolidated subsidiaries

Equity affiliates

Proved undeveloped reserves

Consolidated subsidiaries

Equity affiliates

936

476

460

286

276

152

145

134

131

AS OF DECEMBER 31, 2017 – BRENT AT 54.36 $/b

Proved developed and undeveloped reserves (a)

902

293

Consolidated subsidiaries

Equity affiliates

Proved developed reserves

Consolidated subsidiaries

Equity affiliates

Proved undeveloped reserves

Consolidated subsidiaries

Equity affiliates

902

541

361

284

176

168

117

115

AS OF DECEMBER 31, 2018 – BRENT AT 71.43 $/b

Proved developed and undeveloped reserves (a)

1,060

325

Consolidated subsidiaries

Equity affiliates

Proved developed reserves

Consolidated subsidiaries

Equity affiliates

Proved undeveloped reserves

Consolidated subsidiaries

Equity affiliates

1,060

698

362

317

196

190

129

127

1,295

1,282

819

816

476

466

1,199

1,188

853

849

346

338

1,138

1,129

928

927

210

202

1,642

1,210

432

1,309

955

354

333

255

1,628

1,218

410

1,321

1,000

321

307

217

2,100

1,687

413

1,750

1,430

320

350

257

242

157

151

308

168

140

145

163

409

280

129

164

106

245

174

200

186

192

182

174

118

4,601

3,723

878

2,921

2,341

580

1,680

1,382

298

4,522

3,677

845

3,046

2,485

561

1,476

1,191

285

5,206

4,338

868

3,854

3,285

569

1,352

1,053

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

Proved developed
and undeveloped reserves

(in million barrels)

BALANCE AS OF DECEMBER 31, 2015
BRENT AT 54.17 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2016
BRENT AT 42.82 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2017
BRENT AT 54.36 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2018
BRENT AT 71.43 $/b

Proved developed reserves as of

December 31, 2016 – Brent at 42.82 $/b

December 31, 2017 – Brent at 54.36 $/b

DECEMBER 31, 2018 – BRENT AT 71.43 $/b

Proved undeveloped reserves as of

December 31, 2016 – Brent at 42.82 $/b

December 31, 2017 – Brent at 54.36 $/b

DECEMBER 31, 2018 – BRENT AT 71.43 $/b

Consolidated subsidiaries

Europe and
Central Asia

(excl. Russia) Russia

Africa

(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

1,110

(284)

(13)

813

189

(52)

(22)

928

(26)

(24)

(35)

843

160

142

512

653

786

331

There are no bitumen reserves for equity affiliates. There are no minority interests for bitumen reserves.

Total

1,110

(284)

(13)

813

189

(52)

(22)

928

(26)

(24)

(35)

843

160

142

512

653

786

331

368

TOTAL Registration Document 2018

9.1.4.4 Changes in gas reserves

Proved developed
and undeveloped reserves

(in billion cubic feet)

BALANCE AS OF DECEMBER 31, 2015 –
BRENT AT 54.17 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Consolidated subsidiaries

Europe and
Central Asia

(excl. Russia) Russia

Africa

(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

4,470

143

173

(80)

(498)

4,208

434

(49)

(495)

4,132

481

176

516

(362)

(515)

4,428

(2)

(7)

(1)

2,848

(44)

1,429

3,301

4,485

16,548

(28)

347

126

874

(101)

(343)

189

605

391

874

(188)

(494)

(1,667)

(220)

(111)

2,584

1,297

4,204

4,265

16,563

(10)

(248)

(44)

131

(21)

323

233

656

542

(59)

(94)

(440)

(455)

(1,732)

2,431

1,290

4,066

4,078

16,004

191

(5)

(257)

(21)

214

130

(110)

141

(421)

141

(343)

(273)

665

751

660

(710)

(1,576)

2,399

1,503

3,824

3,632

15,794

Equity afliates

Europe and
Central Asia
(excl. Russia) Russia

Africa
(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

Minority interest in proved developed and undeveloped reserves as of

December 31, 2016 – Brent at 42.82 $/b

December 31, 2017 – Brent at 54.36 $/b

DECEMBER 31, 2018 – BRENT AT 71.43 $/b

Proved developed
and undeveloped reserves

(in billion cubic feet)

BALANCE AS OF DECEMBER 31, 2015 –
BRENT AT 54.17 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

10,604

(132)

1,717

(308)

(503)

311

(3)

(7)

BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b

- 11,378

301

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b

Revisions of previous estimates

Extensions, discoveries and other

Acquisitions of reserves in place

Sales of reserves in place

Production for the year

607

164

(481)

- 11,671

-
-

394

60
489

(112)

(616)

(29)

276

(9)

BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b

11,886

237

4,357

(30)

(184)

4,695

132

(181)

4,697

(187)

4,513

(1)

(2)

(1)

(2)

15,658

(85)

1,717

132

(308)

(693)

16,421

607

164

(699)

16,502

424

489

(112)

(832)

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

Proved developed
and undeveloped reserves

(in billion cubic feet)

Consolidated subsidiaries and equity afliates

Europe and
Central Asia
(excl. Russia) Russia

Africa
(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

AS OF DECEMBER 31, 2016 – BRENT AT 42.82 $/b

Proved developed and undeveloped reserves

4,208 11,383

Consolidated subsidiaries

Equity affiliates

Proved developed reserves

Consolidated subsidiaries

Equity affiliates

Proved undeveloped reserves

Consolidated subsidiaries

Equity affiliates

4,208

11,378

2,912

4,606

2,912

4,603

1,296

6,777

1,296

6,775

AS OF DECEMBER 31, 2017 – BRENT AT 54.36 $/b

Proved developed and undeveloped reserves

4,132 11,678

Consolidated subsidiaries

Equity affiliates

Proved developed reserves

Consolidated subsidiaries

Equity affiliates

Proved undeveloped reserves

Consolidated subsidiaries

Equity affiliates

4,132

11,671

2,964

6,262

2,964

6,258

1,168

5,416

1,168

5,413

AS OF DECEMBER 31, 2018 – BRENT AT 71.43 $/b

Proved developed and undeveloped reserves

4,428 11,894

Consolidated subsidiaries

Equity affiliates

Proved developed reserves

Consolidated subsidiaries

Equity affiliates

Proved undeveloped reserves

Consolidated subsidiaries

Equity affiliates

4,428

11,886

3,050

6,426

3,050

6,422

1,378

5,468

1,378

5,464

2,885

2,584

301

1,582

1,545

1,303

1,039

264

2,707

2,431

276

1,749

1,692

958

739

219

2,636

2,399

237

1,658

1,625

978

774

204

5,994

1,297

4,697

4,249 4,265

32,984

4,204

4,265

16,563

16,421

5,356

3,774

1,260

19,490

1,157

4,199

638

140

498

5,803

1,289

4,514

3,751

1,260

10,628

475

453

8,862

3,005

13,494

5,935

7,559

4,108 4,078

32,506

4,066

4,078

16,004

16,502

5,151

3,493

1,127

20,746

1,013

4,138

652

276

376

5,860

1,503

4,357

3,476

1,127

10,276

615

590

10,470

2,951

11,760

5,727

6,033

3,875 3,632

32,325

3,824

3,632

15,794

16,531

5,233

3,213

2,219

21,799

1,224

4,009

627

279

348

3,188

2,219

11,310

662

636

10,489

1,413

10,526

4,484

6,042

370

TOTAL Registration Document 2018

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

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.

(M$)

2016

Revenues Non- Group sales

Group sales

Total Revenues

Production costs

Exploration expenses

Depreciation, depletion and amortization
and valuation allowances

Other expenses (a)

Consolidated subsidiaries

Europe and
Central Asia
(excl. Russia) Russia

Africa
(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

1,075

3,046

4,121

(1,083)

(512)

(3,421)

(339)

(30)

(3)

(89)

(8)

(58)

507

6,826

7,333

(1,601)

(108)

(4,566)

(615)

443

(143)

613

3,033

963

2,113

5,271

494

444

13,915

3,646

1,457

2,557

19,186

(478)

(368)

(599)

(2,328)

(127)

(205)

(332)

(488)

(196)

(603)

(224)

(54)

(27)

(81)

(351)

(4,031)

(77)

(1,264)

(1,191)

(10,469)

(97)

841

(184)

657

(3,611)

(189)

273

Pre- tax income from producing activities (b)

(1,234)

Income tax

818

Results of oil and gas producing activities (b)

(416)

(44)

300

(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

Group sales

Total Revenues

Production costs

Exploration expenses

1,454

3,932

975

934

1,335

2,160

6,858

8,486

3,706

821

453

17,439

5,386

9,461

4,640

2,156

2,613

24,297

(1,072)

(14)

(1,350)

(419)

(2)

(164)

(434)

(10)

(601)

(193)

(318)

(76)

(820)

(121)

(3,789)

(864)

(12,654)

(4,212)

2,778

(2,195)

583

(511)

(2,569)

(2,619)

(338)

1,066

(1,545)

1,278

(469)

597

387

(1,158)

(482)

796

Depreciation, depletion and amortization
and valuation allowances

Other expenses (a)

Pre- tax income from producing activities (b)

Income tax

Results of oil and gas producing activities (b)

(2,928)

(352)

615

(776)

(161)

(36)

(7)

(18)

(2)

(20)

(5,790)

(775)

1,382

(853)

529

(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

Group sales

Total Revenues

Production costs

Exploration expenses

Depreciation, depletion and amortization
and valuation allowances

Other expenses (a)

Pre- tax income from producing activities (b)

4,183

Income tax

Results of oil and gas producing activities (b)

(2,356)

1,827

(16)

2,199

6,686

1,899

2,331

1,109

1,384

8,922

10,702

6,760

1,730

222

26,186

8,885

12,601

9,091

2,839

1,606

35,108

(1,546)

(297)

(2,464)

(395)

(14)

(1)

(33)

(12)

(1,208)

(144)

(617)

(45)

(864)

(218)

(147)

(93)

(4,396)

(798)

(4,400)

(1,227)

(1,356)

(1,066)

(10,546)

(993)

5,856

(2,440)

3,416

(5,561)

(423)

(141)

(7,525)

1,641

(868)

773

(22)

159

(25)

134

11,843

(5,617)

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 afliat es

(M$)

Europe and
Central Asia
(excl. Russia)

Africa
(excl. North
Africa)

Middle East
and North
Africa

Russia

Americas

Asia-
Paciﬁc

Total

2016

Revenues Non- Group sales

Group sales

Total Revenues

Production costs

Exploration expenses

Depreciation, depletion and amortization
and valuation allowances

Other expenses

Pre- tax income from producing activities

Income tax

Results of oil and gas producing activities

831

- -

399

2,104

2,503

(246)

- -

310

(11)

299

(42)

1,540

- 2,093

3,633

(391)

(4)

(496)

(1,274)

487

(107)

380

(94)

(116)

102

(727)

- (1,499)

1,012

(132)

880

831

(103)

(4)

(137)

(109)

478

(80)

398

2017

Revenues Non- Group sales

Group sales

Total Revenues

Production costs

Exploration expenses

Depreciation, depletion and amortization
and valuation allowances

Other expenses

Pre- tax income from producing activities

Income tax

Results of oil and gas producing activities

1,027

1,034

(106)

(5)

(149)

(187)

587

(104)

483

1,526

2,247

81 3,774

(283)

351

370

(55)

- -

2,985

2,274

5,259

(444)

(5)

(423)

(9)

(2,309)

759

(212)

547

(88)

(159)

(5)

(660)

- (2,664)

1,485

(321)

1,164

2018

Revenues Non- Group sales

Group sales

Total Revenues

Production costs

Exploration expenses

Depreciation, depletion and amortization
and valuation allowances

Other expenses

Pre- tax income from producing activities

Income tax

Results of oil and gas producing activities

1,915

1,960

(139)

(14)

(196)

(239)

1,372

(228)

1,144

122

3,429

941

346

5,812

- - 1,018

154 4,370

(399)

346

(49)

- -

(253)

(32)

(2,548)

(68)

(185)

122

1,170 44

(424)

(3)

122

746 41

6,830

(587)

(14)

(517)

(3,004)

2,708

(655)

2,053

372

TOTAL Registration Document 2018

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

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
Central Asia
(excl. Russia)

(M$)

Russia

Africa
(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
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 afliat es

Europe and
Central Asia
(excl. Russia)

(M$)

Africa
(excl. North
Africa)

Middle East
Asia-
and North
Africa Americas

Russia

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

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
Central Asia
(excl. Russia) Russia

(M$)

Africa
(excl. North
Africa)

Middle East
and North
Africa

Asia-

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 afliat es

Europe and
Central Asia
(excl. Russia) Russia

(M$)

Africa
(excl. North
Africa)

Middle East
and North
Africa

Asia-
Paciﬁc
Americas

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

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

9.1.8 Standardized measure of discounted future net cash ﬂows (excluding

transportation)

The standardized measure of discounted future net cash flows
relating to proved oil and gas reserve quantities was developed as
follows:

— future income taxes are computed by applying the year- end
statutory tax rate to future net cash flows after consideration of
permanent differences and future income tax credits; and

— estimates of proved reserves and the corresponding production
profiles are based on existing technical and economic conditions;

— the estimated future cash flows are determined based on prices
used in estimating the Group’s proved oil and gas reserves;

— the future cash flows incorporate estimated production costs
(including production taxes), future development costs and asset
retirement costs. All cost estimates are based on year- end
technical and economic conditions;

— future net cash flows are discounted at a standard discount rate

of 10%.

These principles applied are those required by ASC 932 and do not
reflect the expectations of real revenues from these reserves, nor
their present value; hence, they do not constitute criteria for
investment decisions. An estimate of the fair value of reserves should
also take into account, among other things, the recovery of reserves
not presently classified as proved, anticipated future changes in prices
and costs and a discount factor more representative of the time
value of money and the risks inherent in reserves estimates.

Europe and
Central Asia
(excl. Russia)

Africa
(excl. North
Africa)

Middle East
and North
Africa

Russia

Americas

Asia-
Paciﬁc

Total

Consolidated subsidiaries

(M$)

As of December 31, 2016

Future cash inflows

Future production costs

Future development costs

Future income taxes

Future net cash flows, after income taxes

Discount at 10%

Standardized measure of discounted
future net cash flows

As of December 31, 2017

Future cash inflows

Future production costs

Future development costs

Future income taxes

46,212 365 51,677

52,891 21,520 19,209 191,874

(15,428) (179)

(19,519) (39,108)

(14,267) (7,495) (95,996)

(15,334) (219)

(19,300)

(4,995)

(5,487) (4,805) (50,140)

(2,599) (1)

(7,480)

12,851 (34)

(5,172)

5,378

(64)

(2,517)

6,271

(2,986)

(989)

(955) (14,541)

777 5,954 31,197

(815)

(2,666) (11,695)

7,679 (26)

5,314

3,285

(38)

3,288 19,502

58,133 420 63,319

67,180 37,203 20,616 246,871

(16,644) (221)

(18,554) (50,240)

(19,372) (5,780) (110,811)

(13,302) (115)

(15,319)

(5,648)

(6,337) (4,044) (44,765)

(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

Future production costs

Future development costs

Future income taxes

90,506 508 79,258 121,614 41,224 19,936 353,046

(21,813) (226)

(19,236)

(95,749)

(21,282) (4,570)

(162,876)

(17,735) (135)

(13,861)

(6,656)

(6,584) (3,093)

(48,064)

(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

Discount at 10%

(11,811) (16)

(8,277)

13,244 11,036 9,464
(5,469) (5,479) (3,247)

92,104
(34,299)

Standardized measure of discounted
future net cash flows

Minority interests in future net cash ﬂows as of

December 31, 2016

December 31, 2017

DECEMBER 31, 2018

16,661 68 21,527

7,775 5,557 6,217

57,805

- -

253

862

- -

253

862

- - 1,440

- -

- 1,440

Registration Document 2018 TOTAL

375

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932

(M$)

As of December 31, 2016

Future cash inflows

Future production costs

Future development costs

Future income taxes

Future net cash flows, after income taxes

Discount at 10%

Standardized measure of discounted
future net cash flows

As of December 31, 2017

Future cash inflows

Future production costs

Future development costs

Future income taxes

Future net cash flows, after income taxes

Discount at 10%

Standardized measure of discounted
future net cash flows

As of December 31, 2018

Future cash inflows

Future production costs

Future development costs

Future income taxes

Equity afliates

Europe and
Central Asia
(excl. Russia) Russia

Africa
(excl. North
Africa)

Middle East
and North
Africa Americas

Asia-
Paciﬁc

Total

- 22,393

(248)

30,045 5,815

5,061

(183)

3,330 1,709

(5,704)

(929)

(1,228)

- 14,532

(9,471)

- 30,769

(7,647)

(1,267)

(2,097)

- 19,758

- (12,050)

(53)

(1)

(20)

(322)

139

365

(46)

(1)

(17)

301

(15,846) (2,017)

(2,339)

(4,661)

(392)

- (3,661)

- - (5,909)

7,199 3,406

(3,869) (1,697)

39,518 6,719

(17,654) (3,209)

(3,066)

(7,459)

(299)

- (4,633)

- - (9,573)

11,338 3,211

(166)

(5,901) (1,549)

7,708

135

5,437 1,662

- 40,376 1,368

48,144 6,969

- (11,136)

(1,118)

(4,825)

(47)

(28)

(21,248) (3,372)

(11,631) (1,233)

(2,731)

(326)

- (4,203)

58,005

(23,620)

24,815

(14,898)

9,917

77,371

(28,556)

34,608

(19,666)

14,942

96,857

(35,803)

(17,689)

39,162

(20,410)

18,752

Future net cash flows, after income taxes

- 23,297 1,293

12,534 2,038

Discount at 10%

- (12,454)

(658)

(6,279) (1,019)

Standardized measure of discounted
future net cash flows

- 10,843

635

6,255 1,019

376

TOTAL Registration Document 2018

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

9.1.9 Changes in the standardized measure of discounted future net cash ﬂows

Consolidated subsidiaries (M$)

Discounted future net cash flows at January 1

Sales and transfers, net of production costs

2016

24,011

2017

2018

19,502

37,097

(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

Changes in estimated future development costs

Previously estimated development costs incurred during the year

Revisions of previous quantity estimates

Accretion of discount

Net change in income taxes

Purchases of reserves in place

Sales of reserves in place

END OF YEAR

Equity afliates (M$)

Discounted future net cash flows at January 1

Sales and transfers, net of production costs

Net change in sales and transfer prices and in production costs and other expenses

Extensions, discoveries and improved recovery

Changes in estimated future development costs

Previously estimated development costs incurred during the year

Revisions of previous quantity estimates

Accretion of discount

Net change in income taxes

Purchases of reserves in place

Sales of reserves in place

END OF YEAR

156

400

13,967

5,347

2,401

6,304

364

(244)

3,244

(324)

8,952

2,427

1,950

8,412

(1,071)

6,636

4,588

3,710

(8,155)

(11,538)

(474)

7,876

(2,625)

57,805

19,502

37,097

2016

10,501

(1,745)

(3,840)

1,204

971

214

1,050

(340)

1,929

(110)

9,917

2017

2018

9,917

(2,151)

7,075

(1,171)

789

783

992

14,942

(3,248)

7,322

(255)

789

1,030

1,494

(1,420)

(3,691)

388

(95)

14,942

18,752

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

2016

Natural Gas production
available for sale (a) (Bcf)

2017

Natural Gas production
available for sale (a) (Bcf)

2018

Natural Gas production
available for sale (a) (Bcf)

Consolidated subsidiaries

Europe and
Central Asia
(excl. Russia)

Africa
(excl. North
Africa)

Middle East
and North
Africa

Russia

Americas

Asia-
Paciﬁc

Total

469

465

480

180

337

471

1,551

205

432

436

1,618

215

413

262

1,461

(a) The reported volumes are different from those shown in the reserves table due to gas consumed in operations.

Equity afliates

Europe and
Central Asia
(excl. Russia)

Africa
(excl. North
Africa)

Middle East
and North
Africa

Russia

Americas

Asia-
Paciﬁc

Total

2016

Natural Gas production
available for sale (Bcf) (a)

2017

Natural Gas production
available for sale (Bcf) (a)

2018

Natural Gas production
available for sale (Bcf) (a)

492

173

670

461

176

586

173

662

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

2016 (a)

Oil ($/b) (b)

Bitumen ($/b)

Natural Gas ($/kcf)

2017 (a)

Oil ($/b)(b)

Bitumen ($/b)

Natural Gas ($/kcf)

2018 (a)

Oil ($/b)(b)

Bitumen ($/b)

Natural Gas ($/kcf)

Consolidated subsidiaries

Europe and
Central Asia
(excl. Russia)

Russia

Africa
(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

34.63

30.89

37.77

40.23

23.54

37.89

4.24

1.43

10.77

1.20

2.50 4.53

37.18

10.77

3.48

47.73

40.94

50.02

52.28

48.86

49.25

4.51

1.45

1.29

2.68

4.99

20.77

3.60

31.69

20.77

61.71

59.88

67.17

69.56

50.29

66.29

65.72

6.58

2.05

11.48

2.06

2.89

4.86

11.48

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 afliates

Europe and
Central Asia
(excl. Russia)

Africa
(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

Russia

2016 (a)

Oil ($/b)(b)

Bitumen ($/b)

Natural Gas ($/kcf)

2017 (a)

Oil ($/b)(b)

Bitumen ($/b)

Natural Gas ($/kcf)

2018 (a)

Oil ($/b)(b)

Bitumen ($/b)

Natural Gas ($/kcf)

19.36

1.21

26.28

1.49

38.85

2.38

2.35

5.11

38.61 28.49

1.85

50.03 34.36

2.23

64.41 50.80

5.92

32.77

1.43

43.51

1.78

56.13

3.26

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

(in $/boe)

2016 (a)

Consolidated subsidiaries

Europe and
Central Asia
(excl. Russia)

Africa
(excl. North
Africa)

Middle East
and North
Africa

Russia

Americas

Asia-
Paciﬁc

Total

Total liquids and natural gas

7.25 10.90

7.20

4.76

Bitumen

2017 (a)

5.52

19.03

3.78

Total liquids and natural gas

6.85

9.59

6.05

4.28

5.27

3.72

12.06

6.14

19.03

5.56

12.06

Bitumen

2018 (a)

Total liquids and natural gas

Bitumen

8.44

9.72

5.27

- -

4.08

6.54

2.97

5.89

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.

(in $/boe)

2016 (a)

Total liquids and natural gas

Bitumen

2017 (a)

Total liquids and natural gas

Bitumen

2018 (a)

Total liquids and natural gas

Bitumen

Equity afliates

Europe and
Central Asia
(excl. Russia)

Russia

Africa
(excl. North
Africa)

Middle East
and North
Africa

Americas

Asia-
Paciﬁc

Total

0.88

0.95

1.03

2.92

3.59

2.88

4.94

4.62

6.00

1.82

1.96

2.49

(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
undertakings and public- interest entities that are active in the
extractive industry or logging of primary forests to disclose in an
annual report payments of at least 100,000 euros made to
governments in the countries in which they operate.

The consolidated report of TOTAL is presented below pursuant to
the aforementioned provisions. This report covers the aforementioned
payments made by the Group’s Extractive Companies as defined
below, for the benefit of each government of states or territories in
which TOTAL carries out its activities, by detailing the total amount of
payments made, the total amount by payment type, the total amount
by project and the total amount by payment type for each project.
When payments were made in kind, valuated hydrocarbons’ volumes
are specified.

This report has been approved by the Board of Directors of
TOTAL S.A.

Definitions

The meaning of certain terms used in this report are set forth below.

Extractive Companies: TOTAL S.A. and any company of
undertaking of which the activities consist, in whole or in part, of
exploration, prospection, discovery, development and extraction of
minerals, crude oil and natural gas, among others, fully consolidated
by TOTAL S.A.

Payment: a single payment of multiple interconnected payments of
an amount equal to, or in excess of, 100,000 euros (or its equivalent)
paid, whether in money or in kind, for extractive activities.

Payment types included in this report are the following:

— Taxes: taxes and levies paid on income, production or profits,
excluding taxes levied on consumption such as added value
taxes, customs duties, personal income taxes and sales taxes.

— Royalties: percentage of production payable to the owner of

mineral rights.

— License Fees: annual license fees, surface or rental fees, and
other consideration for licenses and /or concessions that are
paid for access to the area where the extractive activities will be
conducted.

— License bonus: bonuses paid for and in consideration of
signature, discovery, production, awards, grants and transfers of
extraction rights; bonuses related to the achievement or failure

to achieve certain production levels or certain targets, and
discovery of additional mineral reserves /deposits.

— Dividends: dividends paid to a host government holding an

interest in an Extractive Company.

— Payments for Infrastructure Improvements: payments for local
development, including the improvement of infrastructure, not
directly necessary for the conduct of extractive activities but
mandatory pursuant to the terms of a production sharing contract
or to the terms of a law relating to oil and gas activities.

— Production entitlement: host Government’s share of production.

This payment is generally made in kind.

Government: any national, regional or local authority of a country or
territory, or any department, agency or undertaking controlled by that
authority.

Project: operational activities governed by a single contract, license,
lease, concession or similar legal agreement and that form the basis
for payment liabilities with a Government. If multiple such agreements
are substantially interconnected, they shall be considered as a single
Project. Payments (such as company income tax when it concerns
several projects which cannot be separated in application of the
fiscal regulations) unable to be attributed to a Project are disclosed
under the item “non- attributable”.

Reporting principles

This report sets forth all payments as booked in the Extractive
Companies’ accounts. They are presented based on the Group share
in each Project, whether the payments have been made directly by
the Group Extractive Companies as operator or indirectly through
third- party operating companies.

Production entitlement and Royalties that are mandatorily paid in
kind and that are owed to host Governments pursuant to legal or
contractual provisions (not booked in the Extractive Companies’
accounts pursuant to accounting standards) are reported in
proportion of the interest held by the Extractive Company in the
Project as of the date on which such Production entitlements and
Royalties are deemed to be acquired.

Payments in kind are estimated at fair value.

Fair value corresponds to the contractual price of hydrocarbons used
to calculate Production entitlement, market price (if available) or an
appropriate benchmark price. These prices might be calculated on
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

Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code) 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

9.3.1 Reporting by country and type of Payment

(in k$)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

EUROPE AND CENTRAL ASIA

1,063,539

25,154

799

10,442 100,560 1,200,494

Bulgaria

Denmark

Greece

Italy

Kazakhstan

Netherlands

Norway

Russia

United Kingdom

AFRICA

Angola

Côte d’Ivoire

- - 169

- -

169

265,034

5,098

- - 270,132

- - 258

295

- -

336

- -

553

431

41,081

(37,600) (a)

567,885

20,382

206,698

3,139,947

840,918

- -

504

10,406 52,838 104,829

1,271

7,567

10,381

- -

- - (36,329)

- - 575,452

- 47,722 68,178

- - 217,079

56,002 152,318 6,188

66,343 2,274,817 5,695,615

12,521 151,794

- - 2,159,257 3,164,490

- - 1,590

- -

- - 1,590

Democratic Republic of the Congo

- - 900

224,365

6,008

425 6,188

- - 403

- -

340

21,749

108

1,240

258,735

511

- - 2,987

- -

- - 2,987

- - 2,184

- -

- - 2,184

- - 105

- -

105

1,372,888

701,776

3,523

26,400

- -

44,146 111,132 1,531,689

- - 4,428 732,703

- - 2,396

- -

- - 2,396

- -

274

- -

274

- -

(3,289) (b)

- -

- - (3,289)

477,968

10,910 1,454,184

- 2,519,968 11,404,861

311 3,059

- - 186,293 667,631

- - 541

- -

541

14,033

682,510

324,832

146,148

- - 1,125

- -

- 15,158

- -

1,561,280 2,243,790

21,766 346,598

750,629 896,777

MIDDLE EAST AND NORTH AFRICA

7,419,799

United Arab Emirates

5,774,308

10,058 1,450,000

- -

- 7,234,366

465,204 99,622 45,080 1,975,597

582 51,251 2,637,336

162,061

214,704

57,412

6,244 2,156

- -

- 170,461

1,156 2,018

582 32,509 250,969

738 1,950,516

- - 18,742 2,027,408

(325) (c) 39,340 24,185

- -

- - 63,200

5,810 1,387

- -

7,197

3,634

11,331

- -

8,453

- -

- - 3,634

- - 19,784

10,577 58,895 4,304 20,907

- -

- 94,683

11,525 52,645

- 197,317 696,839

- -

- - 8,340

- -

- 4,844 48,338

435,352

8,340

32,525

12,293

85,939

30,951

10,969

190

- 1,500

190

24,067

20,197

36,360

106,136

- 148,209

180,660

- 366

- 316,449

12,523,841 99,622 148,671 3,635,543

6,188

77,367 5,143,913 21,635,145

Papua New Guinea

366

265,304

51,145

(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

Gabon

Kenya

Mauritania

Mozambique

Namibia

Nigeria

Republic of the Congo

Senegal

South Africa

Uganda

Algeria

Cyprus

Iraq

Libya

Oman

Qatar

AMERICAS

Argentina

Bolivia

Brazil

Canada

Colombia

France (French Guiana)

Mexico

United States

ASIA PACIFIC

Australia

Brunei

Cambodia

China

Indonesia

Myanmar

Thailand

TOTAL

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

(in k$)

Taxes Royalties

License
fees

License

bonus Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

ALGERIA

Payments per Project
Tin Fouyé Tabankort

Timimoun

Groupement Berkine

Tin Fouyé Tabankort II

Organisation Orhoud

TOTAL

Payments per Government
Direction Générale des Impôts,
Direction des Grandes Entreprises
c/o Sonatrach

Direction Générale des Impôts,
Direction des Grandes Entreprises

Agence Nationale pour Valorisation des
Ressources en Hydrocarbures (ALNAFT)

Sonatrach

TOTAL

62,806 (a)

- -

186,293 (b) 249,099

3,338

331,342 (c)

13,754

66,728 (d)

477,968

- - 3,059

- -

6,397

- -

311

- -

- - 331,342

- - 14,065

- - 66,728

311 3,059

- - 186,293 667,631

460,876 (e)

- -

- - 460,876

7,552

311

9,540

- -

7,863

- -

9,540

3,059

- - 186,293 (f)

189,352

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

Block 0

Block 14

Block 14k

Block 16

Block 48

Block 32

Block 17/06

Block 25

Block 40

TOTAL

Payments per Government
Caixa do Tesouro Nacional

Ministério dos Petróleos

Sonangol, E.P.

TOTAL

596,550

200,190

20,932

6,817

9,440

- -

- 2,066,516 (a) 2,672,506

1,314 1,695

203,199

665

195

- -

- 74,616 (b) 96,213

- - 4,428 (c) 11,539

- - 197

- -

197

- -

50 150,000

150,050

366

115

- -

- 13,697 (d) 30,456

- -

124

111

12,521 151,794

- - 2,159,257 3,164,490

16,393

840,918

- - 11,978

543

- - 841,461

- 12,077

- -

- 151,695

- - 2,159,257 (e) 2,310,952

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

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Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code) 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

(in k$)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

ARGENTINA

Payments per Project
Neuquen

Tierra del Fuego

Santa Cruz

Non- attributable

TOTAL

32,619

57,780

220 1,036

- -

5,251 1,120

- -

- 33,875

- 64,151

- - 773

- -

773

71,662

162,061

- -

- - 71,662

6,244 2,156

- -

- 170,461

Payments per Government
Administracion Federal de Ingresos Publicos 71,662

Secretaria de Energia, Republica Argentina 32,849

Provincia del Neuquen

Provincia de Tierra del Fuego

Provincia de Santa Cruz

TOTAL

AUSTRALIA

Payments per Project
GLNG

TOTAL

Payments per Government
Queensland Government,
Office of State Revenue

TOTAL

BOLIVIA

Payments per Project
Ipati

Azero

Aquio

Itau

San Alberto

San Antonio

TOTAL

Payments per Government
Yacimientos Petroliferos
Fiscales Bolivianos (YPFB)

Servicio de Impuestos
Nacionales (SIN) c/o YPFB

Departamentos c/o YPFB

Fundesoc c/o
Indigeneous Communities

TOTAL

- -

545

- -

- - 71,662

- - 33,394

32,619

24,931

220 1,036

- -

4,969 1,120

- -

- 33,875

- 31,020

- - 510

- -

510

162,061

6,244 2,156

- -

- 170,461

8,340

- -

- - 8,340

- -

- - 8,340

104,424

219

- -

- - 590

- -

137

119

- -

462

120

105,105

710

- - 33,246

- - 9,546

31 1,425

- - 4,053 (a) 19,400

593

- - 28,456 (b) 82,962

1,156 2,018

582 32,509 250,969

33,109

9,427

13,891

53,853

214,704

- - 1,156 2,018

- - 32,509 (c) 35,683

137,410

77,294

- -

- - 137,410

- - 77,294

- -

214,704

1,156 2,018

582

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

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code)

(in k$)

BRAZIL

Payments per Project
Foz de Amazonas

Ceara (CE- M- 661)

Xerelete (BC- 2)

Barreirinhas

Espirito Santo

Pelotas

Lapa / Iara

Lapa

Iara

Sul do Gato do Mato

Libra

Non- attributable

TOTAL

Payments per Government
Agencia National de Petroleo,
Gas Natural e Biocombustiveis

Pré-sal Petróleo (PPSA)

Instituto Brasileiro do Meio Ambiente e dos
Recursos Naturais Renovaveis (IBAMA)

Receita Federal

Petrobras (b)

TOTAL

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

- -

27,375

4,209

- 1,950,516

131

- -

- - 27,506

- -

- - 4,209

- -

19,748

6,080

57,412

- -

18,742 (a) 38,490

260

- - 6,340

738 1,950,516

- - 18,742 2,027,408

- - 607

- - 131

607

- 18,742 (a) 18,742

- -

131

57,412

- -

- - 57,412

- -

- 1,950,516

- -

- 1,950,516

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

Block CA1

TOTAL

Payments per Government
Brunei Government

18,025

14,500

32,525

18,025

Brunei National Petroleum Company Sdn Bhd 14,500

TOTAL

32,525

10,964

10,969

3,483

7,486

10,969

- -

- - 18,030

- 4,844 30,308

- 4,844 48,338

- - 21,508

- 4,844 26,830

- 4,844 48,338

BULGARIA

Payments per Project
Khan Asparuh

TOTAL

Payments per Government
Ministry of Energy of Bulgaria

TOTAL

CAMBODIA

Payments per Project
OCA – zone 3

TOTAL

Payments per Government
Ministry of Mines and Energy

TOTAL

384

TOTAL Registration Document 2018

- - 169

- -

- - 169

- -

- - 169

- -

- - 190

- -

- - 190

- -

- - 190

- -

169

190

Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code) 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

(in k$)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

CANADA

Payments per Project
Joslyn

Surmont

Northern Lights

Fort Hills

Other oil sands projects

Deer Creek

TOTAL

Payments per Government
Province of Alberta

Municipality of Wood Buffalo (Alberta)

Fort McKay First Nations (FMFN)

TOTAL

- 376

- -

376

(325) (a) 26,655 17,168

- -

12,685 6,556

- -

(325)

39,340 24,185

- -

- - 43,498

- -

- - 19,241

- -

- - 63,200

(325) (a) 39,340 2,103

- -

- - 41,118

- - 21,696

- - 386

(325)

39,340 24,185

- - 21,696

- -

386

- - 63,200

(a) Reimbursement of Alberta Research & Development Tax Credit.

CHINA

Payments per Project
Sulige

TOTAL

Payments per Government
China National Petroleum Company

TOTAL

12,293 (a)

12,293

12,293 (a)

12,293

- -

24,067 (b) 36,360

24,067 36,360

24,067 (b) 36,360

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

TOTAL

5,810 1,387 (a)

- -

5,810 1,387

- -

Payments per Government
Dirección de Impuestos y aduanas Nacionales 727

- -

Agencia Nacional de Hidrocarburos

5,083 1,387 (a)

- -

TOTAL

5,810 1,387

- -

(a) Includes the valuation for 1,325 k$ of 23 kboe as royalties, based on the crude oil average selling price.

7,197

727

6,470

7,197

CÔTE D’IVOIRE

Payments per Project
CI- 100

CI- 605

TOTAL

Payments per Government
République de Côte d’Ivoire,
Direction Générale des Hydrocarbures

TOTAL

CYPRUS

Payments per Project
Block 7

Block 11

Block 6

TOTAL

Payments per Government
Ministry of Energy, Commerce,
Industry and Tourism

TOTAL

- - 829

- - 761

- -

829

761

- - 1,590

- -

- - 1,590

- -

- - 1,590

- -

- - 277

- -

- - 258

- -

- - 541

- -

- - 541

- -

- - 541

- -

277

258

541

Registration Document 2018 TOTAL

385

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code)

(in k$)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

DEMOCRATIC REPUBLIC OF THE CONGO

Payments per Project
Block 3

TOTAL

Payments per Government
Ministère des Hydrocarbures

Ministère de l’Environnement

TOTAL

DENMARK

Payments per Project
Sole Concession Area

TOTAL

Payments per Government
Arbejdstilsynet

Energistyrelsen

Dansk Teknisk Universitet

Skat

TOTAL

FRANCE (FRENCH GUIANA)

Payments per Project
Guyane Maritime

TOTAL

Payments per Government
Trésor Public

TOTAL

- - 900

- -

- - 900

- -

- - 750

- - 150

340

- -

- - 900

- -

340

1,240

1,090

150

1,240

265,034

5,098

- -

- - 270,132

- - 170

- -

- - 224

- - 4,704

- -

170

224

- - 4,704

265,034

- -

- - 265,034

5,098

- -

- - 270,132

3,634

- -

- - 3,634

- -

- - 3,634

386

TOTAL Registration Document 2018

(in k$)

GABON

Payments per Project
Concessions (périmètre
Convention d’Etablissement)

Concession Anguille

Concession Grondin

Concession Torpille

Atora CEPP

Coucal CEPP

Avocette CEPP

Baudroie- Mérou CEPP

Hylia II CEPP

Diaba CEPP

Rabi CEPP

Non- attributable

TOTAL

Payments per Government
Trésor Public Gabonais

Direction Générale des Hydrocarbures

République du Gabon

Direction Générale des Impôts

Ville de Port- Gentil

Miscellaneous PID beneficiaries

Miscellaneous PIH beneficiaries

Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code) 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

19,338 (a)

43,371

- - 45,976

- - 32,335

- - 40,925

- -

1,877 (a)

54,277

- - 4,356

534 (a)

812

30,484

- - 6,188

4,024

- -

1,037

372

- -

- - 387

425

29,762 (d)

- -

188

- -

- 6,188

20,009

45,976

32,335

40,925

51,363 (b)

3,984 (c)

224,365

159,941

64,424 (e)

6,008

425 6,188

21,749

258,735

1,406

- - 161,347

- 2,754

- -

425

- -

- 6,188

12,180

- - 607

- - 1,241

- -

6,803

666

2,100

- -

3,179

82,792

607

8,044

666

2,100

258,735

TOTAL

224,365

6,008

425 6,188

21,749

(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

TOTAL

Payments per Government
Hellenic Hydrocarbon Resources Management

TOTAL

- - 258

INDONESIA

Payments per Project
Mahakam PSC

Tengah PSC

Sebuku PSC

TOTAL

Payments per Government
Directorate General of Taxation,
Ministry of Finance

Satuan Khusus Kegiatan Usaha
Hulu Minyak dan Gas Bumi (SKK Migas)

TOTAL

74,001

5,708

6,230

85,939

295

- -

553

15,815 (a)(b) 89,816

2,068 (c)

2,314 (d)

7,776

8,544

20,197

106,136

85,939

20,197 (e)

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)

(in k$)

IRAQ

Payments per Project
Halfaya

Sarsang

TOTAL

Payments per Government
Ministry of Natural Resources,
Erbil, Kurdistan region of Iraq

Ministry of Finance,
General Commission of Taxation

TOTAL

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

6,697

7,336 (a)

14,033

- -

- - 6,697

- - 1,125

- -

8,461

- 15,158

7,336 (a)

- - 1,125

- -

8,461

6,697

14,033

- -

- - 6,697

- - 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

TOTAL

Payments per Government
Regione Basilicata

Comune Corleto Perticara

TOTAL

KAZAKHSTAN

Payments per Project
Kashagan

Dunga

TOTAL

Payments per Government
Atyrau and Mangistau regions c/o
North Caspian Operating Company b.v.

Atyrau region c/o North
Caspian Operating Company b.v.

Mangistau region c/o North
Caspian Operating Company b.v.

Ministry of Finance

Ministry of Energy

TOTAL

336

- -

- - 309

336

- -

431

309

122

431

41,081

- -

504

10,406 22,275 (a) 74,266

- -

- - 30,563 30,563

41,081

- -

504

- -

41,081

- -

41,081

- -

504

10,406 52,838 104,829

318

6,770

3,318

318

6,770

3,318

- -

30,563 72,148

- - 22,275 (a) 22,275

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

10BB

13T

L11A

L11B

L12

TOTAL

Payments per Government
Kenya Ministry of Energy

- -

- - 148

- -

- - 403

- -

108

- - 403

- -

National Oil Corporation of Kenya

- -

TOTAL

- - 403

- -

108

148

511

403

108

511

388

TOTAL Registration Document 2018

Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code) 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

192,468 (a)

323,464 (c)

66,147

100,431 (e)

682,510

- -

66,147

- -

248,613 (b) 441,081

948,065 (d) 1,271,529

- - 66,147

364,602 (f) 465,033

1,561,280 2,243,790

1,561,280 (g) 1,627,427

616,363 (h)

682,510

- -

- - 616,363

1,561,280 2,243,790

(in k$)

LIBYA

Payments per Project
Areas 15, 16 & 32 (Al Jurf)

Areas 129 & 130

Waha

Areas 130 & 131

TOTAL

Payments per Government
National Oil Corporation

Ministry of Finance c/o
National Oil Corporation

TOTAL

(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

Block C7

Block C18

TOTAL

Payments per Government
Trésor Public de Mauritanie

SMHPM (Société Mauritanienne
des Hydrocarbures et du Patrimoine Minier)

Commission Environnementale

- - 170

- -

170

- - 1,529

- -

- - 1,529

- - 1,288

- -

- - 1,288

- - 2,987

- -

- - 2,987

- - 887

- -

- - 900

- - 1,200

- -

- - 1,200

887

900

TOTAL

- - 2,987

- -

- - 2,987

MEXICO

Payments per Project
Perdido Block 2

Block 15

Salina 1

Salina 3

G- CS- 02 (B32)

AS- CS- 06 (B33)

G- CS- 03 (B34)

TOTAL

Payments per Government
Servicio de Administracion Tributaria

Fondo Mexicano del Petroleo

TOTAL

MOZAMBIQUE

Payments per Project
Rovuma Basin Area 3 & 6

TOTAL

Payments per Government
Instituto Nacional de Petroleo

TOTAL

3,121

1,019

2,492

3,445

553

313

388

11,331

2,393

781

1,755

2,656

364

240

264

8,453

- -

- - 5,514

- - 1,800

- - 4,247

- - 6,101

- -

917

553

652

- -

- - 19,784

11,331

- -

- - 8,453

11,331

8,453

- -

- - 11,331

- - 8,453

- - 19,784

- - 2,184

- -

- - 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)

(in k$)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

MYANMAR

Payments per Project
Blocks M5 and M6

Block MD4

Block MD7

TOTAL

Payments per Government
Myanmar Ministry of Finance

30,951

- -

148,209 (a) 179,160

- -

500

1,000

- -

500

1,000

30,951

- - 1,500

- - 148,209 180,660

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

TOTAL

Payments per Government
Ministry of Mines & Energy

TOTAL

NETHERLANDS

Payments per Project
Offshore Blocks

Non- attributable

TOTAL

Payments per Government
Belastingdienst Nederland

TOTAL

- - 105

- -

- - 105

- -

- - 105

- -

105

- - 1,271

(37,600) (a)

(37,600)

(37,600) (a)

(37,600)

- -

1,271

- -

- - 1,271

- - (37,600)

- - (36,329)

(a) Includes the refund of taxes due to carry back of losses of 2017.

390

TOTAL Registration Document 2018

Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code)

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

- - 2,834

- -

13,947

106,468

- -

8,940

16,781

115,734

(in k$)

NIGERIA

Payments per Project
Joint ventures with NNPC,
operated – Non- attributable

Joint ventures with NNPC,
non operated – Non- attributable

OML 58 (joint venture with NNPC, operated) 45,705

OML 99 Amenam- Kpono
(joint venture with NNPC, operated)

48,288

OML 100 (joint venture with NNPC, operated) 33,368

OML 102 (joint venture with NNPC, operated) 308,416

OML 102 Ekanga
(joint venture with NNPC, non operated)

OML 130

OML 130 PSA (Akpo & Egina)

OML 118 (Bonga)

OML 138 (Usan)

Non- attributable

TOTAL

(726) (a)

723

4,627

103,666 (b)

35,423 (d)

686,930 (f)

1,372,888

326

- -

360

- -

3,523

- - 45,705

- - 48,288

- - 33,368

- - 308,416

- -

(726)

- - 1,083

16,129

20,756

- -

4,370 94,900 (c) 202,936

760 16,232 (e) 52,418

- - 686,930

44,146 111,132 1,531,689

- - 699,629

Payments per Government
Federal Inland Revenue Service

Department of Petroleum Resources,
Federal Government of Nigeria

699,629

- -

542,242

1,308

Niger Delta Development Commission

- -

Nigerian Maritime Administration & Safety
Agency, Federal Government of Nigeria

- - 2,212

Nigerian National Petroleum Corporation

- -

- - 543,550

44,146

2,212

111,132 (g) 111,132

Federal Inland Revenue Service c/o
Nigerian National Petroleum Corporation

Department of Petroleum Resources c/o
Nigerian National Petroleum Corporation

TOTAL

94,566 (h)

- -

- - 94,566

36,451 (i)

1,372,888

3,523

- -

- - 36,454

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.

- - (243) (a)

- -

(243)

- - 2,773

- -

- - 2,773

- - 2,927

- -

- - 2,927

- - 311

- - 1,038

- -

311

- - 1,038

- - 472

- -

- - 233

- -

NORWAY

Payments per Project
Martin Linge PL043

Åsgard area

Ekofisk area

Heimdal area

Oseberg area

Snøhvit area

Troll area

Johan Sverdrup

Non- attributable

TOTAL

Payments per Government
Norwegian Tax Administration

- - 56

567,885

- -

7,567

567,885

- -

Norwegian Petroleum Directorate

- - 7,567

TOTAL

567,885

7,567

(a) Reimbursment of area fees received prior to disposal of the asset.

- -

472

233

- - 567,885

- 575,452

- - 567,885

- - 7,567

- - 575,452

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)

(in k$)

OMAN

Payments per Project
Block 6

Block 53

TOTAL

Payments per Government
Oman Ministry of Oil and Gas

Oman Ministry of Finance

TOTAL

Taxes Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

320,479

4,353 (a)

324,832

- -

- 320,479

21,766 (b) 26,119

21,766 346,598

- -

- - 21,766 (b) 21,766

324,832 (c)

324,832

- -

- - 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

PPL- 576

TOTAL

Payments per Government
Conservation & Environment
Protection Authority

TOTAL

QATAR

Payments per Project
Al Khalij

Qatargas 1

Dolphin

TOTAL

Payments per Government
Qatar Petroleum

Qatar Ministry of Finance

TOTAL

- - 249

- - 117

- -

- - 366

- -

- - 366

- -

- - 366

- -

249

117

366

21,381

49,349 (a)

75,418 (c)

146,148

- -

- 21,381

- -

60,004 (b) 109,353

690,625 (d) 766,043

750,629 896,777

- -

- - 750,629 (e) 750,629

146,148 (f)

146,148

- -

- - 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

Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code) 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

(in k$)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

REPUBLIC OF THE CONGO

Payments per Project
CPP Haute Mer – Zone A

CPP Haute Mer – Zone B

CPP Haute Mer – Zone D

CPP Pointe Noire Grands Fonds (PNGF)

Kombi, Likalala & Libondo

Lianzi

Madingo

TOTAL

Payments per Government
Ministère des hydrocarbures

Trésor Public

Société Nationale des Pétroles Congolais

TOTAL

63,201 (a)

13,030 (b)

400,183 (c)

62,864 (d)

126,272 (e)

6,817

29,409 (g)

701,776

2,238

240

20,881

1,549

142

195

1,155

26,400

- -

- - 65,439

- - 13,270

- - 421,064

- - 64,413

- 126,414

- - 4,428 (f) 11,539

- -

- - 30,564

- - 4,428 732,703

657,786 (h)

- -

- - 657,786

37,173

6,817

701,776

26,362

26,400

- -

- 63,634

- 4,428 (f) 11,283

- - 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

TOTAL

Payments per Government
Nenets Tax Inspection

Ministry of Energy

TOTAL

SENEGAL

Payments per Project
ROP

TOTAL

Payments per Government
Société des Pétroles du Sénégal

TOTAL

SOUTH AFRICA

Payments per Project
Blocks 11b and 12b

Block South Outeniqua

TOTAL

Payments per Government
Petroleum Agency South Africa (PASA)

Upstream Training Trust (UTT)

TOTAL

20,382

- -

20,382

- -

- 47,722 68,178

- - 20,456

- - 47,722 47,722

- -

- 47,722 68,178

- - 2,396

- -

- - 2,396

- -

- - 2,396

- -

- - 2,396

- -

- - 206

- -

- - 274

- -

- - 124

- - 150

- - 274

- -

206

274

124

150

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)

(in k$)

Taxes Royalties

License
fees

License
bonus Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

THAILAND

Payments per Project
Bongkot

G12/48

TOTAL

Payments per Government
Revenue Department

Department of Mineral Fuels,
Ministry Of Energy

Ministry Of Energy

TOTAL

UGANDA

Payments per Project
Block EA- 1

Block EA- 1A

Block EA- 2

Block EA- 3

TOTAL

Payments per Government
Ministry of Energy and Mineral Development

Uganda Revenue Authority

TOTAL

(a) Includes the refund of stamp duties for 3.700 k$.

UNITED ARAB EMIRATES

Payments per Project
Abu Al Bukhoosh

ADNOC Gas Processing

ADNOC Offshore

ADNOC Onshore

Umm Shaif Nasr

Lower Zakum

TOTAL

Payments per Government
Supreme Petroleum Council –
Government of Abu Dhabi

Abu Dhabi Fiscal Authorities c/o
Abu Dhabi Marine Areas Ltd

Abu Dhabi Fiscal Authorities

Petroleum Institute

Abu Dhabi National Oil Company

265,298

- - 51,145

- -

- 316,443

- -

265,304

- - 51,145

- -

- 316,449

158,598

- -

- - 158,598

106,706

- -

- - 106,706

- -

- 51,145

265,304

- - 51,145

- -

- 51,145

- 316,449

- -

(3,631) (a)

- - 185

- -

- - (3,631)

- -

185

- - (3,289)

- -

- - (3,289)

- - 411

- -

(3,700) (a)

- -

411

- - (3,700)

- - (3,289)

- -

- - (3,289)

87,398

207,629

545,048

3,851,477

775,090

307,666

5,774,308

- -

2,344

- -

5,464

87,398

- -

545,048

5,141,862

- -

- - 87,398

- - 209,973

- - 545,048

- - 3,856,941

1,800 1,150,000

- -

450 300,000

- -

10,058 1,450,000

- -

- 1,926,890

- 608,116

- 7,234,366

- - 87,398

- - 545,048

- - 1,450,000

- -

- 6,591,862

- - 5,109

- - 4,949

- -

- - 5,109

- - 4,949

TOTAL

5,774,308

10,058 1,450,000

- -

- 7,234,366

394

TOTAL Registration Document 2018

Report on the payments made to governments (Article L. 225- 102- 3 of the French Commercial Code) 9

SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

(in k$)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

UNITED KINGDOM

Payments per Project
Northern North Sea

Central Graben Area

Markham Area

Greater Laggan Area

Eastern North Sea

Culzean

Non- attributable

TOTAL

Payments per Government
HM Revenue & Customs

Crown Estate

Oil and Gas Authority

TOTAL

- - 1,980

- - 973

- - 144

- - 4,561

- - 2,568

- -

206,698

152

10,381

206,698

- -

- - 152

- - 10,229

206,698

10,381

- -

- - 1,980

- -

973

144

- - 4,561

- - 2,568

- -

- - 206,850

- - 217,079

- - 206,698

- -

152

- - 10,229

- - 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)

(in k$)

Taxes

Royalties

License
fees

License
bonus

Dividends

Infrastructure
improvements

Production
entitlements

Total of
Payments

UNITED STATES

Payments per Project
Tahiti

Barnett Shale

Utica

Gulf of Mexico

Jack

Non- attributable

TOTAL

Payments per Government
Office of Natural Resources Revenue

State of Ohio

Johnson County Tax Assessor

Tarrant County Tax Assessor

Texas State Comptroller’s Office

City of Fort Worth

Dallas/Fort Worth International Airport Board

City of Arlington

Tarrant Regional Water District

State of Texas

City of North Richland Hills

Fort Worth Independent School District

Burleson Independent School District

Arlington Independent School District

Harrison County

Carroll County

Birdville Independent School District

Tarrant County College

City of Grand Prairie

Kennedale Independent School District

Tarrant County AAAA

Grapevine- Colleyville Tax Office

Louisiana Revenue Service

Columbiana County

City of Cleburne

City of Burleson

Mansfield Independent School District

Crowley Independent School District

City of Crowley

White Settlement Independent School District

42,573

- -

7,415 16,322

- -

42,573

23,737

2,271

- -

- - 2,271

- - 4,304 20,907

- -

- 25,211

841

- -

841

10,577 58,895 4,304 20,907

- -

- 94,683

42,573 4,304 20,907

- -

- 67,784

624

1,716

3,313

2,207

- -

624

- - 1,716

- - 3,313

- - 2,207

590

903

179

891

154

6,637

2,145

1,282

941

511

473

448

315

317

- -

766

550

307

236

191

- -

401

245

170

147

139

101

- -

6,637

2,145

1,282

941

511

473

448

315

317

590

903

766

550

307

236

191

179

891

154

401

245

170

147

139

101

TOTAL

10,577 58,895 4,304 20,907

- -

- 94,683

396

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS
AND OTHER FINANCIAL INFORMATION
OF TOTAL S.A.

10.1 Statutory auditors’ report on the ﬁnancial statements

10.2 Statutory ﬁnancial statements of TOTAL S.A. as parent company

398

401

10.2.1 Statement of income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401

10.2.2 Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402

10.2.3 Statement of cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403

10.2.4 Statement of changes in shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404

10.3 Notes to the Statutory Financial Statements

10.4 Other ﬁnancial information concerning the parent company

405

419

10.4.1 Subsidiaries and affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 419

10.4.2 Five- year financial data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420

10.4.3 Proposed allocation of 2018 income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420

10.4.4 Statement of changes in share capital for the past five years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 421

Registration Document 2018 TOTAL

397

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Statutory auditors’ report on the financial statements

10.1 Statutory auditors’ report

on the ﬁnancial statements

This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided
solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment
of the statutory auditors or verification of the management report and other documents provided to the shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Annual General Meeting of TOTAL S.A.,

Opinion

In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying financial statements
of TOTAL S.A. for the year ended December 31, 2018.

In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at
December 31, 2018 and of the results of its operations for the year then ended in accordance with French accounting principles.

The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion

Audit Framework

Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Financial
Statements section of our report.

Independence

Justification of Assessments – Key Audit Matters

In accordance with the requirements of Articles L. 823- 9 and R. 823- 7 of the French Commercial Code (Code de commerce) relating to the
justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional
judgment, were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on specific items of the financial statements.

Valuation of investments and loans to consolidated subsidiaries and equity affiliates

Risk identiﬁed

Our response

Investments and loans to consolidated subsidiaries and equity
affiliates recorded in the balance sheet at December 31, 2018 for a
net amount of 126 billion euros, representing 97% of the assets.

To assess the estimate of the value in use of investments and loans
to consolidated subsidiaries and equity affiliates, based on the
information provided to us, our work consisted in:

Investments in consolidated subsidiaries and equity affiliates are
accounted for at their acquisition date at cost, and loans to consolidated
subsidiaries and equity affiliates are stated at their nominal value.

— testing the functioning of your Company’s key controls regarding
the process to determine the value in use of investments and
loans to consolidated subsidiaries and equity affiliates;

As indicated in the section entitled “Investments and loans to
consolidated subsidiaries and equity affiliates” in the Note “Accounting
policies” to the annual financial statements, these investments and
loans are impaired as follows:

— assessing the conformity of the valuation method used by your
Company with the applicable accounting principles and its
consistency with the previous fiscal year, according to the
investments and loans concerned;

In the Exploration & Production segment:

— in the absence of a development decision, depreciation allowances
are recorded against investments and loans for an amount
corresponding to the exploration costs incurred;

— when the existence of proved reserves is established, the value of
the investments and loans is limited to the amounts of discounted
future earnings.

For other segments, allowances for impairment in value are calculated
by reference to the Company’s equity in the underlying net assets, the
fair value and usefulness of the investment. Your Company relies in
particular on the forecasts of the discounted future earnings resulting
from the strategic plan drawn up by the subsidiaries.

Given the materiality of investments and loans to consolidated subsidiaries
and equity affiliates in your Company’s financial statements and the
judgment required to assess their value in use and the determination
of certain assumptions, including the probability of achieving the forecasts,
we considered the valuation of those investments and loans to
consolidated subsidiaries and equity affiliates to be a key audit matter.

— on a sample of investments and loans to consolidated
subsidiaries and equity affiliates, conducting a critical review of
the conditions of implementation of this method by performing
the following work, if applicable:
– assessing the consistency of the assumptions used taking
into account the economic environment on the closing and
reporting dates,

– comparing the forecasts of the discounted future earnings
with the budget and the strategic plan approved by
management,

– comparing the equity used for valuation with the equity
resulting from the accounts of the entities concerned, that
have undergone an audit or analytical procedures if necessary,
and assessing the adjustments made, if any, on said equity.

We also assessed the appropriateness of the information presented
in the section entitled “Investments and loans to consolidated
subsidiaries and equity affiliates” in the Note “Accounting policies” to
the annual financial statements.

398

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Statutory auditors’ report on the financial statements 10

Specific verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and
regulations.

Information given in the management report and in the Other Documents with respect to the financial position
and the financial statements provided to the Shareholders

We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the Board
of Directors’ management report and in the other documents with respect to the financial position and the financial statements provided to
the Shareholders.

We attest that the information relating to payment terms referred to in article D. 441- 4 of the French Commercial Code (Code de commerce)
is fairly presented and consistent with the financial statements.

Report on Corporate Governance

We attest that the Board of Directors’ Report on Corporate Governance sets out the information required by Articles L. 225- 37- 3 and
L. 225- 37- 4 of the French Commercial Code (Code de commerce).

Concerning the information given in accordance with the requirements of Article L. 225- 37- 3 of the French Commercial Code (Code de
commerce) relating to remunerations and benefits received by the directors and any other commitments made in their favor, we have verified
its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where
applicable, with the information obtained by your Company from controlling and controlled companies. Based on these procedures, we attest
the accuracy and fair presentation of this information.

With respect to the information relating to items that your Company considered likely to have an impact in the event of a public purchase offer
or exchange, provided pursuant to Article L. 225- 37- 5 of the French Commercial Code (Code de commerce), we have agreed these to the
source documents communicated to us. Based on our work, we have no observations to make on this information.

Other information

In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests
and the identity of the shareholders or holders of the voting rights has been properly disclosed in the management report.

Report on Other Legal and Regulatory Requirements

Appointment of the Statutory Auditors

We were appointed as statutory auditors of TOTAL S.A. by the annual general meeting held on May 13, 1998 for KPMG S.A. (replacing
CCAS, appointed in 1986, firm acquired by KPMG S.A. in 1997) and on May 14, 2004 for ERNST & YOUNG Audit.

As at December 31, 2018, KPMG S.A. was in its 21st year of total uninterrupted engagement and ERNST & YOUNG Audit in its 15th year of
total uninterrupted engagement.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting
principles and for such internal control as management determines is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate
the Company or to cease operations.

The financial statements were approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Financial Statements

Objectives and audit approach

Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional
judgment throughout the audit and furthermore:

— identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs
audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for
his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

— obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;

— evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made

by management in the financial statements;

Registration Document 2018 TOTAL

399

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Statutory auditors’ report on the financial statements

— assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue
as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or
conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty
exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such
disclosures are not provided or inadequate, to modify the opinion expressed therein;

— evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions

and events in a manner that achieves fair presentation.

Report to the Audit Committee

We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and
financial reporting procedures that we have identified.

Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in
the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this
report.

We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our
independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822- 10 to L. 822- 14 of the
French Commercial Code (Code de commerce) and in the French Code of Ethics (Code de déontologie) for statutory auditors. Where
appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related
safeguards.

Paris- La Défense, March 13, 2019

The Statutory Auditors
French original signed by

KPMG Audit
A division of KPMG S.A.

ERNST & YOUNG Audit

Jacques- François Lethu
Partner

Eric Jacquet
Partner

Yvon Salaün
Partner

Céline Eydieu- Boutté
Partner

400

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Statutory financial statements of TOTAL S.A. as parent company 10

10.2 Statutory ﬁnancial statements of TOTAL S.A.

as parent company

10.2.1 Statement of income

As of December 31, (M€)

2018

2017

2016

Sales (note 13) 7,377 7,085 6,967

Net operating expenses (note 14)

(8,089) (6,955) (7,019)

Operating depreciation, amortization and allowances (note 15) (23)

(111) (79)

OPERATING INCOME

(735) 19 (131)

Financial expenses and income (note 16)

(489) (790) (1,217)

Dividends (note 17) 7,709 6,374 3,683

Net financial allowances and reversals (note 18)

(1,448) 385 117

Other financial expenses and income (note 19)

105 155 444

FINANCIAL INCOME

CURRENT INCOME

5,877 6,124 3,027

5,142 6,143 2,896

Gains (Losses) on sales of marketable securities and loans 118 46 (8)

Gains (Losses) on sales of fixed assets

Non- recurring items

NON- RECURRING INCOME

Employee profit- sharing plan

- (37) -

(17) 206 (44)

(note 20) 101 215 (52)

(56) (30) (58)

Taxes (note 21) 298 306 1,356

NET INCOME

5,485 6,634 4,142

Registration Document 2018 TOTAL

401

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Statutory financial statements of TOTAL S.A. as parent company

10.2.2 Balance sheet

ASSETS

As of December 31, (M€)

Non- current assets

Intangible assets

Depreciation, depletion and amortization and valuation allowances

Intangible assets, net

Property, plant and equipment

Depreciation, depletion and amortization and valuation allowances

Property, plant and equipment, net

Subsidiaries and affiliates: investments and loans

Depreciation on investments and loans

Other non- current assets

Investments and other non- current assets, net

TOTAL NON- CURRENT ASSETS

Current assets

Inventories

Accounts receivable

Marketable securities

Cash/cash equivalents and short- term deposits

TOTAL CURRENT ASSETS

Prepaid expenses

Currency translation adjustments

TOTAL ASSETS

LIABILITIES

As of December 31, (M€)

Shareholders’ equity

Share capital

Paid- in surplus

Reserves

Retained earnings

Net income

Interim dividends

TOTAL SHAREHOLDERS’ EQUITY

Contingency liabilities

Debts

Long- term loans

Short- term loans

Accounts payable

TOTAL DEBTS

Accrued income

Currency translation adjustments

2018

2017

2016

817

(475)

342

531

(385)

146

789

(426)

363

504

(359)

145

947

(465)

482

511

(360)

151

130,966

127,838

128,196

(5,404)

1,378

(4,814)

(4,351)

126,940

123,050

123,873

127,428

123,558

124,506

1,812

236

2,350

379

131

2,994

486

163

2,051

2,866

3,655

192

276

129,676

126,709

128,165

2018

2017

2016

6,602

37,276

3,934

14,424

5,485

(5,018)

62,703

8,611

37,804

14,733

5,130

57,667

601

6,322

32,882

3,934

14,156

6,634

(4,710)

59,218

7,762

37,828

15,590

5,411

58,829

118

782

6,076

28,961

3,935

16,035

4,142

(4,542)

54,607

8,543

39,792

19,171

5,229

64,192

143

680

(note 2)

(note 3)

(note 4)

(note 5)

(note 6)

(note 12)

(note 7)

(note 7.2)

(notes 8 and 9)

(note 10)

(note 11)

(note 12)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

129,676

126,709

128,165

402

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Statutory financial statements of TOTAL S.A. as parent company 10

10.2.3 Statement of cash ﬂow

As of December 31, (M€)

Cash flow from operating activities

Net income

Depreciation, depletion and amortization

Accrued expenses of investments

Other provisions

Funds generated from operations

(Gains) Losses on disposal of assets

(Increase) Decrease in working capital

Other, net

2018 2017 2016

5,485 6,634 4,142

74 38 89

590 464 2,164

853 (795) (2,225)

7,002 6,341 4,170

66 62 115

3,951 467 3,502

55 399 893

CASH FLOW FROM OPERATING ACTIVITIES 11,074

7,269 8,680

Cash flow used in investing activities

Purchase of property, plant and equipment and intangible assets (30) (19) (38)

Purchase of investments and long- term loans (3,523) (2,124)

(15,033)

Investments

(3,553) (2,143) (15,071)

Proceeds from disposal of marketable securities and loans 1,031 1,559 2,019

Total divestitures

1,031 1,559 2,019

CASH FLOW USED IN INVESTING ACTIVITIES (2,522)

(584) (13,052)

Cash flow from financing activities

Capital increase

Share buybacks

Cash dividends paid related to the previous year

Cash interim dividends paid related to current year

Repayment of long- term debt

412 459 91

(3,684) - (4,765)

(3,476) (1,845) (2,089)

(683) (493) (559)

- - -

Increase (Decrease) in short- term borrowings and bank overdrafts (1,251) (4,838)

11,808

CASH FLOW FROM FINANCING ACTIVITIES (8,682)

(6,717) 4,486

Increase (Decrease) in cash and cash equivalents (130) (32) 114

Cash and cash equivalents at beginning of year 131 163 49

Cash and cash equivalents at year- end 1 131

163

Registration Document 2018 TOTAL

403

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Statutory financial statements of TOTAL S.A. as parent company

10.2.4 Statement of changes in shareholders’ equity

Capital increase by dividend paid in shares

64,028,481

Capital reduction by cancellation of treasury shares (c)

(100,331,268)

160

(251)

2,254

(4,514)

2,430,365,862

6,076

28,961

19,567

(M€)

AS OF JANUARY 1, 2016

Balance of cash dividends paid (a)

Final dividend paid in shares

Net income 2016

Cash interim dividends paid for 2016 (b) (b’)

Issuance of common shares

Capital increase reserved for Group employees

Changes in revaluation differences

AS OF DECEMBER 31, 2016

Balance of cash dividends paid (d)

Final dividend paid in shares

Net income 2017

Cash interim dividends paid for 2017 (e) (e’)

Issuance of common shares

Capital increase reserved for Group employees

Changes in revaluation differences

Expenses related to the capital increase
reserved for employees

AS OF DECEMBER 31, 2017

Balance of cash dividends paid (f)

Final dividend paid in shares

Net income 2018

Cash interim dividends paid for 2018 (g) (g’)

Capital increase by dividend paid in shares

68,640,320

172

2,528,989,616

6,322

Issuance of common shares (h)

99,619,164

Capital increase reserved for Group employees

9,354,889

Changes in revaluation differences

Expenses related to the capital increase
reserved for employees

Capital increase by dividend paid in shares

41,430,702

Capital reduction by cancellation of treasury shares (c)

(44,590,699)

Common shares issued

Number

Amount Premiums

General
reserves
and retained
earnings

Revaluation
reserve

Total

2,440,057,883

6,100

30,264

21,430

57,797

24,372,848

2,237,918

872

17,801,936

2,649,308

9,532,190

754

333

(1)

5,798,335

2,738

32,882

287

4,036

318

249

(1)

104

(111)

1,932

(2,178)

(571)

(892)

4,142

(4,542)

(734)

(746)

6,634

(4,710)

20,011

(1,331)

(325)

5,485

(5,018)

(571)

4,142

(4,542)

2,414

(4,765)

54,607

(734)

6,634

(4,710)

103

357

(1)

2,910

59,218

(1,331)

(23)

5,485

(5,018)

4,285

341

(1)

2,036

(2,289)

62,703

AS OF DECEMBER 31, 2018

2,640,602,007

6,602

37,276

18,822

(a) Balance of the 2015 dividend paid in 2016: €571 million (€0.61 per share) paid in cash and €938 million paid in shares reduced by €46 million for accounting adjustment, according to

the Shareholders’ Meeting on May 24, 2016.

(b) Interim dividend paid in 2016 for the 1st quarter 2016: €559 million (€0.61 per share) paid in cash and €962 million paid in shares.
(b’)Interim dividend not paid in 2016 for the 2nd and 3rd quarters 2016: €3,021 million (€0.61 per share) with option to receive dividend in shares.
(c) See note 7.
(d) Balance of the 2016 dividend paid in 2017: €734 million (€0.62 per share) paid in cash and €799 million paid in shares reduced by €53 million for accounting adjustment, according to

the Shareholders’ Meeting on May 26, 2017.

(e) Interim dividend paid in 2017 for the 1st quarter 2017: €492 million (€0.62 per share) paid in cash and €1,054 million paid in shares.
(e’) Interim dividend not paid in 2017 for the 2nd and 3rd quarters 2017: €3,164 million (€0.62 per share) with option to receive dividend in shares.
(f) Balance of the 2017 dividend paid in 2018: €1,331 million (€0.62 per share) paid in cash and €302 million paid in shares reduced by €23 million for accounting adjustment, according

to the Shareholders’ Meeting on June 01, 2018.

(g) Interim dividend paid in 2018 for the 1st quarter 2018: €683 million (€0.64 per share) paid in cash and €995 million paid in shares.
(g’) Interim dividend not paid in 2018 for the 2nd and 3rd quarters 2018: €3,339 million (€0.64 per share) with option to receive dividend in shares.
(h) Including 97,522,593 shares in remuneration for the acquisition of Maersk Olie og Gas A/S and 2,096,571 shares by subscription of stock options.

404

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements 10

10.3 Notes to the Statutory Financial Statements

NOTE 1 Accounting policies

NOTE 2

Intangible assets and property, plant and equipment

NOTE 3

Subsidiaries and afliates: investments and loans

NOTE 4 Other non- current assets

NOTE 5 Accounts receivable

NOTE 6 Marketable securities

NOTE 7

Shareholders’ equity

NOTE 8 Contingency liabilities

NOTE 9

Employee beneﬁts obligations

NOTE 10 Loans

NOTE 11 Accounts payable

NOTE 12 Currency translation adjustments

NOTE 13 Sales

NOTE 14 Net operating expenses

NOTE 15 Operating depreciation, amortization and allowances

NOTE 16 Financial expenses and income

NOTE 17 Dividends

NOTE 18 Net ﬁnancial allowances and reversals

NOTE 19 Other ﬁnancial expenses and income

NOTE 20 Non- recurring income

NOTE 21 Basis of taxation

NOTE 22 Foreign exchange and counterparty risk

NOTE 23 Of- balance sheet commitments

NOTE 24 Average number of employees

NOTE 25 Share subscription or purchase option plans, performance share plans

NOTE 26 Others

406

407

408

409

411

412

413

414

415

416

418

Registration Document 2018 TOTAL

405

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements
Note 1

NOTE 1 Accounting policies

The 2018 financial statements have been prepared in accordance
with French Generally Accepted Accounting Principles (“French
GAAP”) in force.

The new ANC regulation 2018- 01 dated April 20, 2018 amending
regulation ANC 2014- 03 on the general chart of accounts has no
significant impact on the Company’s financial statements.

Accounting principles retained for the elaboration of the financial
statements of the 2018 financial year are identical to those of 2017.

value of the investments and loans is limited to the subsidiary
expected pay- back evaluated at year- end.

For other segments, allowances for impairment in value are calculated
by reference to the Company’s equity in the underlying net assets,
the fair value and usefulness of the investment.

Other long- term financial investments are registered for their value of
entrance to balance sheet. They are depreciated if the market value
of the asset is lower than the net value.

Property, plant and equipment

Inventories

Property, plant and equipment are carried at cost except assets that
were acquired before 1976 for which the basis has been revalued
pursuant to French regulations. They are depreciated according to
the straight- line method over their estimated useful life, as follows:

Cost for crude oil and refined product inventories are determined
according to the First- In, First- Out (FIFO) method. Inventories are
valued at either the historical cost or the market value, whichever is
lower.

Buildings

Furniture and fixtures

Transportation equipment

Office equipment and furniture

Computer equipment

Intangible assets

These items include essentially:

— purchase prices or production cost of the software, depreciated
on their useful life which is generally between 1 and 3 years;

— proved mineral interests correspond to the costs of the
exploration wells which result in proved reserves. The costs of
activities correspond essentially to the entrance fees and the
bonus giving access to proved reserves. When the production
starts, the capitalized exploration wells are depreciated using the
unit- of- production method based on proved developed reserves.

20-30 years

5-10 years

2-5 years

5-10 years

Receivables and payables

Receivables and payables are stated at nominal value. Allowances
for doubtful debts are recorded when the actual value is inferior to
the book value.

3-5 years

Provisions and other non- current liabilities

A provision is recognized when TOTAL S.A. has a present obligation,
legal or constructive, as a result of a past event for which it is probable
that an outflow of resources will be required and when a reliable
estimate can be made regarding the amount of the obligation. The
amount of the liability corresponds to the best possible estimation.

Foreign currency transactions

Receivables and payables in foreign currency are converted into
euros at the year- end exchange rate. Unrealized foreign exchange
gains or losses are recognized in the balance sheet as “Currency
translation adjustment asset or liability’’. A provision for risks is
recorded only for unrealized foreign exchange losses, generated by
individual positions.

Investments and loans to consolidated subsidiaries
and equity affiliates

Financial instruments

Investments in consolidated subsidiaries and equity affiliates are
accounted for at the acquisition cost, or the appraised value for
investments affected by the 1976 legal revaluation.

TOTAL S.A. uses financial instruments for hedging purposes only in
order to manage its exposure to changes in interest rates and foreign
exchange rates.

Loans to consolidated subsidiaries and equity affiliates are stated at
their nominal value.

In the Exploration & Production segment, in the absence of a
development decision, allowances are recorded against investments
and loans for an amount corresponding to the exploration costs
incurred. When the existence of proved reserves is established, the

As part of this policy, the Company may use interest rate swap
agreements and forward transactions. The difference between interest
to be paid and interest to be received on these swaps or premiums
and discounts on these forward transactions is recognized as interest
expense or interest income on a prorated basis, over the life of the
instruments.

406

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements
Notes 2 and 3

NOTE 2 Intangible assets and property, plant and equipment

As of December 31, (M€)

Gross amount

Headquarters

– Software

– Proved mineral interests

– Other intangible assets

– Work in progress

Branch (A.D.G.I.L.) (a)

– Proved mineral interests

– Unproved mineral interests

TOTAL INTANGIBLE ASSETS

Land

Buildings

Other

TOTAL PROPERTY, PLANT AND EQUIPMENT

TOTAL (b)

264

130

553

502

817

400

531

1,348

2018

Depreciation,
depletion and
amortization
and valuation
allowances

(199)

(127)

(54)

(18)

(276)

(475)

(80)

(305)

(385)

(860)

2017

Net

292

234

363

145

508

Net

277

226

342

146

488

(a) Branches’ depreciation, depletion and amortization related to commercial activity are accounted for as purchase cost of goods sold.
(b) As of December 31, 2017, aggregate cost, depreciation and valuation allowance amounted respectively to €1,293 million and €785 million.

NOTE 3 Subsidiaries and afliates: investments and loans

3.1 Changes in investments and loans

As of December 31, (M€)

Investments (a)

Loans (b)

TOTAL

Analysis by segment

Exploration & Production

Gas, Renewables & Power

Marketing & Services

Refining & Chemicals

Corporate

TOTAL

Gross amount
at beginning
of year

94,545

33,293

127,838

4,835

1,628

6,354

27,475

87,546

127,838

2018

Increases

Decreases

Monetary

Non
Monetary

Monetary

Non
Monetary

Currency
translation
adjustment

Gross
amount at
year- end

2,787

720

3,507

709

2,250

542

3,507

4,213

(36)

(4,714)

4,213

(4,750)

4,213

(16)

(81)

(287)

(4,366)

(80)

101,509

238

29,457

130,966

221

9,667

3,797

6,354

27,205

83,943

4,213

(4,750)

(80)

238

130,966

(a) The variation of equity shares on December 31st, 2018 is mainly due to:

– contribution of Maersk Olie og Gas A/S shares for €4,213 million, paid in shares for €244 million and in share premium for €3,969 million (see note 10.2.4) ;
– acquisition of equity shares of Direct Énergie S.A. for €1,946 million ;
– acquisition of equity shares of Pont- Sur- Sambre Power S.A.S and Toul Power S.A.S for €224 million ;
– recapitalization of intra- group companies which belong to Exploration activity.

(b) Changes in loans mainly result from flows of funds from Total Finance and Total Treasury.

Registration Document 2018 TOTAL

407

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements
Notes 3 and 4

3.2 Changes in depreciation on investments and loans

2018

As of December 31, (M€)

Beginning
of year

Allowances

Reversals

Currency
translation
adjustment

Year- end

Investments (a)

Loans (b)

TOTAL

Analysis by segment

Exploration & Production

Gas, Renewables & Power

Marketing & Services

Refining & Chemicals

Corporate

TOTAL

4,378

436

4,814

1,612

301

2,886

4,814

548

628

(3)

(35)

(38)

615

(35)

(3)

628

(38)

(a) The variation on the investments allowances as of December 31, 2018 is mainly due to various provisions for €531million on the Exploration activity.
(b) The variation of provisions on loans on December 31, 2018 is mainly due to the loans for the Exploration activity.

3.3 Net investments and loans

As of December 31, (M€)

Investments

Loans (a) (b)

TOTAL (c)

Analysis by segment

Exploration & Production

Gas, Renewables & Power

Marketing & Services

Refining & Chemicals

Corporate

TOTAL

Gross
amount

101,509

29,457

130,966

9,667

3,797

6,354

27,205

83,943

130,966

2018

Net
allowances

(4,923)

(481)

(5,404)

(2,192)

(310)

(9)

(2,887)

(6)

(5,404)

Net

96,586

28,976

125,562

7,475

3,487

6,345

24,318

83,937

125,562

4,923

481

5,404

2,192

310

2,887

5,404

2017

Net

90,167

32,857

123,024

3,223

1,327

6,345

24,589

87,540

123,024

(a) As of December 31, 2018, the gross amount includes €29,262 million related to affiliates.
(b) As of December 31, 2018, the gross amount is splited into €22,667 million due in 12 months or less and €6,790 million due in more than 12 months.
(c) As of December 31, 2017, gross amounts and net allowances amounted respectively to €127,838 million and €4,814 million.

NOTE 4 Other non- current assets

4.1 Changes in other non- current assets

As of December 31, (M€)

Investment portfolio (a)

Other non- current assets

Deposits and guarantees

TOTAL

Gross amount
at beginning
of year

2018

Increases

Decreases

Monetary

Non
Monetary

Monetary

Non

Currency
translation
adjustment

Gross
amount at
year- end

3,643

3,660

(2,289)

(15)

(3)

(18)

(2,289)

1,358

1,379

(a) Variations in investment portfolio correspond to the purchase and cancellation of treasury shares.

408

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements 10

Notes 4, 5, 6 and 7

2017

Net

2017

Net

930

1,420

2,350

Net

1,357

1,378

Net

938

874

1,812

4.2 Net amounts of non- current assets

As of December 31, (M€)

Investment portfolio

Other non- current assets (a)

Deposits and guarantees

TOTAL

Gross amount

1,358

1,379

2018

Net

allowances

(1)

(a) The net amount as of December 31, 2018, is amounting to €5 million due within 12 months.

NOTE 5 Accounts receivable

As of December 31, (M€)

Accounts receivable

Other operating receivables

TOTAL (a) (b)

Gross amount

938

880

1,818

2018

Net
allowances

(6)

(a) Including €883 million related to affiliates as of December 31, 2018.
(b) Including €1,814 million due within 12 months and €4 million due in more than 12 months as of December 31, 2018.

NOTE 6 Marketable securities

As of December 31st, 2018, TOTAL S.A. holds 5,113,003 treasury shares for a gross amount of €236 million.

NOTE 7 Shareholders’ equity

7.1 Share capital variation

The variation of the number of shares composing the share capital is as follows:

Variation of the share capital

AS OF DECEMBER 31, 2015 (a)

Shares issued
in connection with:

Capital increase as payment of the scrip dividend (second 2015 interim dividend,
third 2015 interim dividend, 2015 final dividend and first 2016 interim dividend)

Exercise of Total share subscription options

Cancellation of treasury shares

AS OF DECEMBER 31, 2016 (b)

Shares issued
in connection with:

Capital increase reserved for employees

Capital increase as payment of the scrip dividend (second 2016 interim dividend,
third 2016 interim dividend, 2016 final dividend and first 2017 interim dividend)

Exercise of Total share subscription options

AS OF DECEMBER 31, 2017 (c)

Shares issued
in connection with:

Capital increase reserved for employees

Capital increase as payment of the scrip dividend (second 2017 interim dividend,
third 2017 interim dividend, 2017 final dividend and first 2018 interim dividend)

Exercise of Total share subscription options

Issuance of shares in consideration for the acquisition of Maersk Olie og Gas A/S

Cancellation of treasury shares

AS OF DECEMBER 31, 2018 (d)

(a) Including 113,967,758 treasury shares and shares held by Group subsidiaries.
(b) Including 10,587,822 treasury shares.
(c) Including 8,376,756 treasury shares.
(d) Including 32,473,281 treasury shares.

2,440,057,883

88,401,329

2,237,918

(100,331,268)

2,430,365,862

9,532,190

86,442,256

2,649,308

2,528,989,616

9,354,889

47,229,037

2,096,571

97,522,593

(44,590,699)

2,640,602,007

Registration Document 2018 TOTAL

409

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements
Note 7

Capital increase reserved for Group employees

Treasury shares (Total shares held by TOTAL S.A.)

The Combined General Meeting of June 1, 2018, in its eighteenth
resolution, granted the authority to the Board of Directors to carry
out, a capital increase, in one or more occasions within a maximum
period of twenty- six months, reserved to members (employees and
retirees) of a company or group savings plan.

In fiscal year 2018, following this delegation, the Board of Directors
of September 19, 2018 decided to proceed with a capital increase
reserved for Group employees and retirees that included a classic
offering and a leveraged offering depending on the employees’
choice, within the limit of 18 million shares with immediate dividend
rights. The Board of Directors has granted all powers to the Chairman
and Chief Executive Officer to determine the opening and closing of
the subscription period and the subscription price. This capital
increase will open in 2019 and is expected to be completed after the
General Meeting of May 29, 2019.

In fiscal year 2018, TOTAL S.A. also completed a capital increase
reserved for Group employees and retirees which resulted in the
subscription of 9,174,817 shares with a nominal value of €2.50 and
a price of €37.20 per share and the issuance of 180,072 shares with
a nominal value of €2.50 granted as free shares. The issuance of the
shares was acknowledged on May 3, 2018. Moreover, the Board of
Directors of April 25, 2018, by virtue of the twenty- fourth resolution
of the Combined General Meeting of May 24, 2016, decided to grant
on the date of the capital increase on May 3, 2018, 6,784 free shares
to 1,360 beneficiaries subject to a presence condition during the
five- year acquisition period ending on April 25, 2023, as a deferred
contribution.

In fiscal year 2017, TOTAL S.A. completed a capital increase reserved
for Group employees and retirees which resulted in the subscription
of 9,350,220 shares with a nominal value of €2.50 and a price of
€38.10 per share and the issuance of 181,970 shares with a nominal
value of €2.50 granted as free shares. The issuance of the shares
was acknowledged on April 26, 2017. Moreover, the Board of
Directors of April 26, 2017, by virtue of the twenty- fourth resolution
of the Combined General Meeting of May 24, 2016, decided to grant
10,393 free shares to 2,086 beneficiaries subject to a presence
condition during the five- year acquisition period ending on April 26,
2022, as a deferred contribution.

Fiscal year 2018

As of December 31, 2018, TOTAL S.A. holds 32,473,281 of its own
shares, representing 1.23% of its share capital, detailed as follows:

— 27,360,278 shares bought back with the intention to cancel

them;

— 5,044,817 shares allocated to Total share performance plans for

Group employees; and

— 68,186 shares intended to be allocated to new Total share
subscription or purchase options plans or to new share
performance plans.

Fiscal year 2017

As of December 31, 2017, TOTAL S.A. held 8,376,756 of its own
shares, representing 0.33% of its share capital, detailed as follows:

— 8,345,847 shares allocated to Total share performance plans for

Group employees; and

— 30,909 shares intended to be allocated to new Total share
subscription or purchase options plans or to new share
performance plans.

Fiscal year 2016

As of December 31, 2016, TOTAL S.A. held 10,587,822 of its own
shares, representing 0.44% of its share capital, detailed as follows:

— 10,555,887 shares allocated to Total share performance plans

for Group employees; and

— 31,935 shares intended to be allocated to new Total share
subscription or purchase options plans or to new share
performance plans.

Cancellation of shares

Fiscal year 2018

On December 12, 2018, the Board of Directors decided, following
the authorization granted by the Extraordinary Shareholders’ Meeting
of May 26, 2017, to cancel 44,590,699 Total shares repurchased on
the market.

Capital increase as payment of scrip dividend

Fiscal year 2017

The Shareholders’ Meeting on June 1, 2018, approved the option
for shareholders to receive the fourth quarter dividend for the fiscal
year 2017 in shares or in cash.

This Shareholders’ Meeting also approved that if one or more interim
dividends were decided by the Board of Directors for the fiscal year
2018, shareholders would have the option to receive any interim
dividends in shares or in cash.

Terms of these operations are included in Note 9 - Shareholders’
equity- of the Consolidated Financial Statements attached in the
Registration Document.

In fiscal year 2017, TOTAL S.A. did not cancel any shares.

Fiscal year 2016

On December 15, 2016, the Board of Directors of TOTAL S.A.,
following the authorization of the Extraordinary Shareholders’ Meeting
of May 11, 2012, decided to cancel 100,331,268 treasury shares.
Those shares were previously repurchased off- market from four of its
100% indirectly controlled subsidiaries. Following these transactions,
the Group affiliates no longer hold any Total shares.

7.2 Reserves

As of December 31, (M€)

Revaluation reserves

Legal reserves

Untaxed reserves

Other reserves

TOTAL

410

TOTAL Registration Document 2018

2018

2017

740

2,808

383

3,934

740

2,808

383

3,934

2016

740

2,808

384

3,935

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements
Notes 8 and 9

NOTE 8 Contingency liabilities

As of December 31, (M€)

Gross amount
at beginning
of year

2018

Reversals

Allowances

Used

Unused

Currency
translation
adjustment

Gross
amount at
year- end

Provisions for financial risks

7,172

857

Guarantee of the subsidiaries
of Exploration & Production activity

Provisions for risks linked to loans and investments

7,131

851

Provisions for operating risks
and compensation expenses

Provisions for pensions benefits,
and other benefits (a)

Provisions for long- service medals

Provisions for compensation expenses

Other operating provisions

Provisions for non- recurring items (b)

583

292

(304)

285

264

237

(168)

(1)

(135)

TOTAL

7,762

1,152

(304)

(a) See Note 9.
(b) Provision regarding a fiscal dispute from previous years.

8,029

7,982

572

171

366

8,611

NOTE 9 Employee beneﬁts obligations

TOTAL S.A. participates in death- disability, pension, early retirement
and severance pay plans. Expenses for defined contribution and
multi- employer plans correspond to the contributions paid.

TOTAL S.A. recorded €171 million as a provision for pension benefits
and other benefits as of December 31, 2018 and €285 million as of
December 31, 2017.

The actuarial assumptions used as of December 31, are the following:

Discount rate

Average expected rate of salary increase

Average residual life expectancy of operations

For defined benefit plans, commitments are determined using a
prospective methodology called “projected unit credit method”. The
commitment actuarial value depends on various parameters such as
the length of service, the life expectancy, the employee turnover rate
and the salary increase and discount rate assumptions.

2018

2017

1.60%

2.90%

1.60%

2.80%

10- 20 years

TOTAL S.A. records a provision in its accounts for the net actuarial
liability of the plan assets and the deferred gains and losses to be
amortized when this sum represents a pension liability.

Actuarial gains and losses resulting from changes in actuarial
assumptions are amortized using the straight- line method over the
estimated remaining length of service of employees involved.

The reconciliation between the total commitment for pension plans not covered through insurance companies and the provision booked
is as follows:

(M€)

Actuarial liability as of December 31,

Deferred gains and losses to be amortized

PROVISION FOR PENSION BENEFITS AND OTHER BENEFITS AS OF DECEMBER 31,

2018

199

(28)

171

2017

229

(35)

194

Registration Document 2018 TOTAL

411

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements
Notes 9, 10 and 11

The Company’s commitment for pension plans covered through insurance companies amounts to:

(M€) 2018 2017

Actuarial liability as of December 31, 560 611

Plan assets (510) (431)

NET COMMITMENT AS OF DECEMBER 31, 50 180

Provision for pension benefits and other benefits as of December 31, 0 91

NOTE 10 Loans

Due dates as of December 31, (M€)

2018

Bonds

Within
1 year

More than
5 years

1 to 5 years

2017

€2,500 2.25% Perpetual Non- Call 6 year 02/2021 2,500 - 2,500 - 2,500

€2,500 2.625% Perpetual Non- Call 10 year 02/2025 2,500 - - 2,500

2,500

$1,200 0.5% Non- Dilutive Convertible Bonds due 2022 (a) 1,048 - 1,048 - 1,001

€1,750 3.875% Perpetual Non- Call 6 year – 05/2022 1,750 - 1,750 -

1,750

€1,000 2.708% Perpetual Non- Call 6.6 year – 05/2023 1,000 - 1,000 -

1,000

€1,500 3.369% Perpetual Non- Call 10 year – 10/2026 1,500 - - 1,500

1,500

Accrued interest 179 179

- - 177

TOTAL BONDS 10,477 179

6,298 4,000 10,428

Other loans (b) 27,905 399 27,506 - 27,976

Current accounts (c) 14,155 14,155 - - 15,014

TOTAL 52,537 14,733

33,804 4,000 53,418

(a) This loan was converted into floating rate debt by issuance of asset- backed swaps individually.
(b) Including €27,887 million as of December 31, 2018 and €27,975 million as of December 31, 2017 related to affiliates.
(c) Including €14,155 million as of December 31, 2018 and €15,014 million as of December 31, 2017 related to affiliates.

NOTE 11 Accounts payable

As of December 31, (M€)

Suppliers

Other operating liabilities

TOTAL (c) (d)

2018 2017

1,088 (a) 1,133 (b)

4,042 4,278

5,130 5,411

(a) Excluding invoices not yet received (€475 million), the outstanding liability amounts to €613 million, of which:

– €413 million for invoices of foreign suppliers to foreign branches for which the payment schedule is as follows:

€189 million within 1 month and €224 million payable no later than 6 months;

– €193 million non- Group for which the payment schedule is as follows:

€1 million due on December 31, 2018 and €192 million payable no later than January 31, 2019;

– €7 million to the Group for which the payment schedule is as follows: €6 million due on December 31, 2018 and €1 million payable no later than January 31, 2019.

(b) Excluding invoices not yet received (€531 million), the outstanding liability amounts to €602 million, of which:

– €553 million for invoices of foreign suppliers to foreign branches for which the payment schedule is as follows:

€195 million within 1 month and €358 million payable no later than 6 months;

– €8 million non- Group for which the payment schedule is as follows:

€2 million due on December 31, 2017 and €6 million payable no later than January 31, 2018;

– €41 million to the Group for which the payment schedule is as follows: €7 million due on December 31, 2017 and €34 million payable no later than January 31, 2018.

(d) Due in 12 months or less.

412

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements 10

Notes 12, 13, 14 and 15

NOTE 12 Currency translation adjustments

The application of the foreign currency translation method outlined in Note 1, currency translation adjustments asset and liability resulted in a
net currency translation adjustment of €409 million as of December 31, 2018, mainly due to the revaluation of dollars loans.

NOTE 13 Sales

(M€)

France

Rest of
Europe

North
America

& Rest of
the world Total

Africa

Middle East

FISCAL YEAR ENDED DECEMBER 31, 2018 278

Hydrocarbon and oil products

Technical support fees

278

FISCAL YEAR ENDED DECEMBER 31, 2017 161

Hydrocarbon and oil products

Technical support fees

161

5,684

5,359

325

5,228

5,015

213

743 630

- -

42 743

134

496

833 840

- -

23 833

131

709

NOTE 14 Net operating expenses

(M€) 2018

Purchase cost of goods sold

Other purchases and external expenses

Taxes

Personnel expenses

TOTAL

(5,031)

(1,756)

(66)

(1,236)

(8,089)

7,377

5,493

1,884

7,085

5,146

1,939

2017

(4,091)

(1,601)

(63)

(1,200)

(6,955)

NOTE 15 Operating depreciation, amortization and allowances

(M€) 2018

2017

Depreciation, valuation allowance and amortization on

– Property, plant and equipment and intangible assets

– Employee benefits

– Current assets

SUBTOTAL 1

Reversals

(31)

(292)

(4)

(327)

(35)

(201)

(236)

– Property, plant and equipment and intangible assets

- -

– Employee benefits

– Current assets

SUBTOTAL 2

TOTAL (1+2)

304

(23)

124

125

(111)

Registration Document 2018 TOTAL

413

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements
Notes 16, 17, 18, 19 and 20

NOTE 16 Financial expenses and income

(M€) 2018 2017

Financial expenses

Interest expenses and other

(629) (613)

Depreciation on investments and loans to subsidiaries and affiliates (72) (333)

SUBTOTAL 1 (a) (701) (946)

Financial income

Net gain on sales of marketable securities and interest on loans to subsidiaries and affiliates 32 23

Interest on short- term deposits and other 180 133

SUBTOTAL 2 (b) 212 156

TOTAL (1+2) (489) (790)

(a) Including €(337) million as of December 31, 2018 and €(606) million as of December 31, 2017 related to affiliates.
(b) Including €37 million as of December 31, 2018 and €40 million as of December 31, 2017 related to affiliates.

2018 2017

2,791 140

76 90

386 854

235 14

4,221 5,276

7,709 6,374

2018 2017

(1,418) (458)

(23) (20)

- -

(7) 16

- 847

(1,448) 385

NOTE 17 Dividends

(M€)

Exploration & Production

Gas, Renewables & Power

Marketing & Services

Refining & Chemicals

Corporate

TOTAL

NOTE 18 Net ﬁnancial allowances and reversals

(M€)

Exploration & Production

Gas, Renewables & Power

Marketing & Services

Refining & Chemicals

Corporate

TOTAL

NOTE 19 Other ﬁnancial expenses and income

This net profit of €105 million is entirely composed of foreign exchange profits.

NOTE 20 Non- recurring income

Non- recurring income is a profit of €101 million and it is mainly composed of:

— profit on disposals amounting to €118 million;
— scholarships and grants payment for €15 million;
— provision on tax payables due for €2 million, regarding prior years.

414

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements 10

Notes 21, 22 and 23

NOTE 21 Basis of taxation

TOTAL S.A. is subject to French corporation tax according to the
ordinary rules of law, i.e., based on the principle of territoriality of tax
stipulated in the French Tax Code (Article 209- I). It is also taxed
outside France on income from its direct operations abroad.

— Total Petrochemicals France;
— Total Marketing France;
— Total Raffinage Chimie;
— Total Marketing & Services.

Moreover, since January 1, 1992, TOTAL S.A. has elected the
95%- owned French subsidiaries tax regime provided for by Articles
223 A et seq. of the French Tax Code (Régime de l’intégration fiscale).
In accordance with the integration agreement signed between TOTAL
S.A. and its consolidated subsidiaries, the losses realized by these
subsidiaries during the consolidation period are definitively acquired
by the parent company.

The tax group consists of the parent Company and 194 subsidiaries
owned for more than 95% whose main contributors to the
consolidated taxable income at December 31, 2018 are:

— TOTAL S.A.;
— Total Raffinage France;

The French tax rate consists of the standard corporation tax rate
(33.33%), plus additional contributions applicable in 2018, which
brings the overall income tax rate to 34.43%.

For the fiscal year 2018, TOTAL S.A. recorded a net tax profit of
€298 million in the income statement, which is split into a net tax
income of €682 million mainly from the payment of French
subsidiaries under the tax consolidation scheme, less €384 million
tax expense charged to foreign branches.

TOTAL S.A. does not record deferred tax in its statutory financial statements; however, the main temporary differences are as follows:

As of December 31, (M€)

Pension, benefits and other benefits

Net currency translation adjustment

Other, net

TOTAL (ASSETS) NET LIABILITIES

2018

171

409

156

736

2017

285

506

115

906

NOTE 22 Foreign exchange and counterparty risk

The commercial foreign exchange positions are systematically
covered by the purchase or sale of the corresponding currencies,
mainly with cash transactions and sometimes on forward market.
Regarding long- term assets in foreign currencies, the Company tries
to reduce the corresponding exchange risk by associating them, as
far as possible, with financing in the same currency.

the

An independent department from the dealing room monitors the
status of
through
marked- to- market valuations and sensitivity estimations. Counterparty
risk is monitored on a regular basis against limits set by the Group’s
senior management.

instruments, especially

financial

NOTE 23 Of- balance sheet commitments

As of December 31, (M€)

Commitments given

Guarantees on custom duties

Bank guarantees

Guarantees given on other commitments (a)

Guarantees related to confirmed lines of credit

Short- term financing plan (b)

Bond issue plan (b)

TOTAL OF COMMITMENTS GIVEN

Commitments received

Guarantees related to confirmed lines of credit

Guarantees on confirmed authorized bank overdrafts

Other commitments received

TOTAL OF COMMITMENTS RECEIVED

2018

2017

1,136

15,348

29,898

18,974

46,277

1,135

12,518

24,125

202

18,341

47,592

111,680

103,913

10,057

9,571

277

10,334

236

9,807

(a) This item mainly includes the following commitments: shareholder agreements, financing guarantees, payment guarantees, and reservation of oil and gas transport and storage capacity guarantees.
(b) Guarantees of bond issues and short- term financing plans incurred by Total Capital, Total Capital International & Total Capital Canada. On the overall plan amount of €65,251 million,

€47,905 million were incurred as of December 31, 2018 compared with €45,017 million as of December 31, 2017.

Registration Document 2018 TOTAL

415

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements
Notes 23, 24 and 25

Portfolio of financial derivative instruments

The off- balance sheet commitments related to financial derivative instruments are set forth below.

As of December 31, (M€) 2018 2017

Issue swaps

Notional value (a) 1,048 1,001

Market value, accrued coupon interest (b) (121) (125)

(a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.
(b) This value has been determined on an individual basis by discounting future cash flows with the market curves existing at year- end.

NOTE 24 Average number of employees

Managers

Supervisors

Technical and administrative staff

TOTAL

2018 2017

4,715 4,872

1,335 1,195

175 237

6,225 6,304

NOTE 25 Share subscription or purchase option plans, performance share plans

25.1 Total share subscription or purchase option plans

2008 Plan 2009 Plan

2010 Plan 2011 Plan

Total

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

Weighted
average
exercise price
(in euros)

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

Options are exercisable, subject to a presence condition, after a
2- year period from the date of the Board meeting awarding the
options and expire eight years after this date. The underlying shares
cannot be transferred during four years from the date of grant. For
the 2008 to 2011 plans, the 4- year transfer restriction period does
not apply to employees of non- French subsidiaries as of the date of

the grant, who may transfer the underlying shares after a 2- year
period from the date of the grant.

Since September 14, 2011, no new Total share subscription or
purchase option plan was decided.

416

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements 10

Note 25

25.2 Total performance shares 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

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 TOTAL S.A. on
the market, are finally granted to their beneficiaries after a 3- year
vesting period for the 2013 plan and following plans, from the date of
the grant. The final grant is subject to a continued employment
condition as well as one performance condition for the 2013 and
2014 plans and two performance conditions for the 2015 plans and
subsequent plans. Moreover, the transfer of the performance shares
finally granted will not be permitted until the end of a 2- year holding
period from the date of the final grant.

2018 Plan

The Board of Directors, on March 14, 2018, granted performance
shares to certain employees and executive directors of the Company
or Group companies, subject to the fulfillment of the presence
condition and two performance conditions.

The presence condition applies to all shares. The performance
conditions apply for all shares granted to senior executives. The grant
of the first 150 shares to non- senior executive are not subject to the
performance condition abovementioned, but the performance
conditions will apply to any shares granted above this threshold.

The performance conditions, weighting 50% of the final grant rate,
are the Group’s ranking relative to those of its peers (ExxonMobil,
Royal Dutch Shell, BP and Chevron) according to the following
two criteria:

— Total Shareholder Return (TSR), which is calculated annually
using the average of closing prices over one quarter, in USD, at
the beginning and at the end of each three- year period (Q4 year
N/Q4 year N- 3). The dividend is considered as being reinvested
on closing price basis, on the ex- dividend date; and

— Annual variation in net cash- flow per share, in USD.

TOTAL S.A.’s ranking will determine a grant rate for each year and
each criteria:

Ranking Grant rate

1st place 180%

2nd place 130%

3rd place 80%

4th and 5th places 0%

Registration Document 2018 TOTAL

417

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Notes to the Statutory Financial Statements
Note 26

NOTE 26 Others

Compensation for the administration and management bodies

The aggregate amount of direct and indirect compensation of any
kind received in 2018 from the French and foreign affiliates of the
Group by the main executive officers of Total in function as of
December 31, 2018 (13 persons, unchanged from 2017) amounted
to €14.86 million in 2018 (compared to €13.66 million in 2017),
including €11.70 million for the members of the Executive Committee
(7 persons). The variable bonus has represented 51.20% of this
overall amount of €14.86 million.

As of December 31, 2018, the main Group executive officers include
the member of the Executive Committee and the four directors of
the corporate functions members of the Group Performance
Management Committee (Communication, Legal, Health Safety &
Environment, Strategy & Climate), the Deputy Chief Financial Officer
and the Treasurer of the Group.

The compensation allocated to the members of the Board of Directors
relating to directors’ fees amount to €1.40 million in 2018 (compared
to €1.28 million in 2017).

Pension benefits for the Group’s executive officers, for some
members of the Board of Directors and for employees and former
employees of the Group amount to €102.2 million as of December
31, 2018 (compared to €99.8 millions in 2017). They include
severance to be paid at the time of retirement, supplementary pension
schemes and death- disability plans.

Legal proceedings

All legal proceedings involving TOTAL S.A. are included in
Note 12.2 – Other risks and commitments – to the Consolidated
Financial Statements attached to the Registration Document.

418

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Other financial information concerning the parent company

10.4 Other ﬁnancial information concerning

the parent company

10.4.1 Subsidiaries and affiliates

% of share
capital
owned by
the company

As of December 31, 2018 (M€)

Other
sharehoders’
equity

Share
capital

Subsidiaries

Book value
of investments

Loans &

gross net

advances Sales

Net
income

Dividends

allocated

Commit-
ments &
contin-
gencies

Chartering and Shipping Services S.A. 100.0 12 102 92 92 - 1,432 (37) - -

Direct Énergie S.A. 100.0 5 475 1,946 1,946 - 696 8 - -

Elf Aquitaine 100.0 2,889 41,156 46,905 46,905 - - 4,212 3,352 -

Total E&P Danmark A/S (a) 100.0 26 7,291 4,339 4,339 - - (881) 851 -

Omnium Reinsurance Company S.A. 100.0 35 1,302 114 114 - - 137 42 -

Pont- sur- Sambre Power S.A.S 100.0 30 75 126 126 - 60 3 - -

Saft Groupe S.A. 100.0 26 888 961 961 - 789 44 25 -

Total China Investment Co Ltd 100.0 164 176 140 140 - 463 49 57 -

Total E&P Angola Block 25 100.0 228 (1) 228 - - - (1) - -

Total E&P Angola Block 39 100.0 148 1 148 - - - 1 - -

Total E&P Angola Block 40 100.0 228 (1) 228 - - - (1) - -

Total E&P Côte d’Ivoire CI- 514 100.0 96 95 96 - - - - - -

Total E&P Holding Ichthys 100.0 84 (364) 84 - - - (338) - -

Total E&P Iraq 100.0 13 6 67 67 - 287 8 - -

Total E&P Madagascar 100.0 161 (162) 161 - - - - - -

Total E&P Maroc 100.0 75 - 75 - - - - - -

Total E&P Nigeria Deepwater G Ltd 100.0 - 7 147 - - - (1) - -

Total E&P Nurmunai 100.0 120 (116) 120 - - - - - -

Total E&P South East Mahakam 100.0 101 (83) 101 - - - - - -

Total Eren Holding 33.9 471 30 238 238 - - 5 - -

Total Gasandes 100.0 - 8 148 4 - - - 4 -

Total Gestion USA 100.0 3,969 1,276 3,969 3,969 - - 33 - -

Total Holdings Europe 53.2 65 9,443 4,446 4,446 - - 2,140 810 -

Total Marketing & Services 100.0 324 3,126 6,204 6,204 - 36 704 329 -

Total Oil Trading S.A. 100.0 5 5,973 9,900 9,900 - 86,809 706 - -

Total Qatar 100.0 - (85) 2,855 2,855 - - 1,664 1,710 -

Total Raffinage Chimie 100.0 934 12,766 13,171 13,171 - - 605 190 -

Total Raffinage France 60.2 191 919 3,188 473 - 21,934 3 - 212

Total Refining & Chemicals
Saudi Arabia S.A.S 100.0 80 56 80 80 505 2 47 32 -

Total Solar 100.0 16 (19) 125 26 - 10 (26) - -

Toul Power S.A.S 100.0 35 65 98 98 - 47 2 - -

Other (c) (d) - - - 2,367 1,789 28,952 - - 307 81,570 (b)

TOTAL 102,867 97,943 29,457 7,709 81,782

(a) Previously Maersk Olie og Gas A/S.
(b)
(c)
(d) This item covers subsidiaries and affiliates whose gross value does not exceed 1% of the share capital.

Including €65,251 million concerning Total Capital, Total Capital International and Total Capital Canada for bond issue and short- term financing plans.
Including Total Finance for €5,625 million and Total Treasury for €22,667 million.

Registration Document 2018 TOTAL

419

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Other financial information concerning the parent company

10.4.2 Five- year ﬁnancial data

Share capital at year- end (K€)

Share capital

2018

2017

2016

2015

2014

6,601,505

6,322,474 6,075,915

6,100,145

5,963,169

Number of common shares outstanding

2,640,602,007 2,528,989,616 2,430,365,862 2,440,057,883 2,385,267,525

Number of future shares to issue:

– share subscription options

265,230

2,440,940

5,285,618

9,317,840

16,635,411

Operation and income for the year (K€)

2018

2017

2016

2015

2014

Net commercial sales

Employee profit sharing

Net income

5,492,585

5,145,646

4,941,770

6,876,418

10,632,425

51,755

38,000

51,080

43,000

49,600

5,484,834

6,633,806 4,142,392

11,066,894

6,044,542

Retained earnings before appropriation

14,424,076

14,156,336

16,034,909 10,905,797

10,684,795

Income available for appropriation

19,908,910

20,790,142

20,177,301 21,972,691

16,729,337

Dividends (including interim dividends)

6,898,147

6,665,233

6,104,481

6,080,872

5,866,069

Retained earnings

13,010,763

14,124,909

14,072,820

15,891,819

10,863,268

Earnings per share (€)

Income after tax, before depreciation,
amortization and provisions (a)

Income after tax and depreciation,
amortization and provisions (a)

Net dividend per share

Employees (K€)

Average number of employees during the year (b)

Total payroll for the year

Social security and other staff benefits

2018

2017

2016

2015

2014

2.61

2.06

2.56

2018

6,225

921,090

327,469

2.54

2.66

2.48

2017

6,304

896,087

334,584

1.73

2.45

2016

6,902

6.41

4.80

2.44

2015

7,076

3.57

2.65

2.44

2014

7,261

963,311

863,280

1,045,114

363,275

394,346

389,799

(a) Earnings per share are calculated based on the fully- diluted weighted- average number of common shares outstanding during the year, excluding treasury shares and shares held by subsidiaries.
(b) Including employees on end- of- career leave or taking early retirement (dispensations from work, 89 people in 2014, 106 people in 2015, 130 people in 2016, 168 people in 2017 and

183 people in 2018).

10.4.3 Proposed allocation of 2018 income

(Net dividend proposed: €2.56 per share) (€)

Income for the year

Retained earnings before appropriation

TOTAL AVAILABLE FOR ALLOCATION

2018 dividends: €2.56 per share (a)

Retained earnings

TOTAL ALLOCATED

5,484,834,249

14,424,076,323

19,908,910,572

6,898,147,338

13,010,763,234

19,908,910,572

(a) The total dividend amount would be €6,898,147,338 based on a maximum number of shares entitled to a dividend for fiscal year 2018, i.e., 2,694,588,804.

420

TOTAL Registration Document 2018

STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

Other financial information concerning the parent company

10.4.4 Statement of changes in share capital for the past ﬁve years

For the year ended (K€)

2014

CHANGES IN CAPITAL

Cash contributions

Par value

Premiums

Successive
amounts of
nominal
capital

Cumulative
number of
common shares
of the Company

Exercise of share subscription options

17,307

299,457 5,961,502 2,384,600,950

Capital increase reserved for Group employees

1,667

5,963,169 2,385,267,525

2015

CHANGES IN CAPITAL

Exercise of share subscription options

Capital increase reserved for Group employees

3,674

26,198

55,340 5,966,843 2,386,737,131

353,812 5,993,041 2,397,216,541

Capital increase by dividend paid in shares

107,104 1,538,248 6,100,145

2,440,057,883

2016

CHANGES IN CAPITAL

Exercise of share subscription options

5,595

84,584 6,105,740 2,442,295,801

Capital increase by dividend paid in shares

221,003 3,125,703 6,326,743

2,530,697,130

Capital reduction by cancellation of treasury shares

(250,828) (4,514,405) 6,075,915 2,430,365,862

2017

CHANGES IN CAPITAL

Exercise of share subscription options

Capital increase reserved for Group employees

6,623

23,830

96,567 6,082,538 2,433,015,170

331,955 6,106,368 2,442,547,360

Capital increase by dividend paid in shares

216,106 3,492,082 6,322,474

2,528,989,616

2018

CHANGES IN CAPITAL

Exercise of share subscription options

5,241

73,676 6,327,715 2,531,086,187

Issuance of shares in remuneration
for the acquisition of Maersk Olie og Gas A/S

243,807 3,961,937 6,571,522 2,628,608,780

Capital increase reserved for Group employees

23,387

317,423 6,594,909 2,637,963,669

Capital increase by dividend paid in shares

118,073 2,219,201 6,712,982

2,685,192,706

Capital reduction by cancellation of treasury shares

(111,477) (2,178,218) 6,601,505 2,640,602,007

Registration Document 2018 TOTAL

421

10 STATUTORY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION OF TOTAL S.A.

422

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
€:

euro

$ or dollar: U.S. dollar

Units of measurement

b = barrel (1)

B = billion

American depositary receipt (evidencing an ADS)

boe = barrel of oil equivalent

ADR:

ADS:

AMF:

API:

CNG:

DACF:

ERMI:

FLNG:

FPSO:

FSRU:

GHG:

HSE:

IFRS:

American depositary share
(representing a share of a company)

Autorité des marchés financiers
(French Financial Markets Authority)

American Petroleum Institute

compressed natural gas

debt adjusted cash flow
(refer to definition of operating cash flow before working
capital changes w/o financial charges below)

European Refining Margin Indicator of the Group
(refer to definition below)

floating liquefied natural gas

floating production, storage and offloading

floating storage and regasification unit

greenhouse gas

health, safety and the environment

International Financial Reporting Standards

IPIECA:

International Petroleum Industry Environmental
Conservation Association

LNG:

LPG:

NGL:

NGV:

OML:

ROE:

liquefied natural gas

liquefied petroleum gas

natural gas liquids

natural gas vehicle

oil mining license

return on equity

ROACE:

return on average capital employed

SEC:

United States Securities and Exchange Commission

BTU = British thermal unit

cf = cubic feet

CO2e = carbon dioxide equivalent

/d = per day

GWh = gigawatt hour

k = thousand

km = kilometer

m = meter

m³ or cm = cubic meter (1)

M = million

MW = megawatt

MWp = megawatt peak (direct current)

t = (Metric) ton

TWh = terawatt hour

W = watt

/y = per year

Conversion table

1 acre ≈ 0.405 hectares

1 b = 42 U.S. gallons ≈ 159 liters

1 b/d of crude oil ≈ 50 t/y of crude oil

1 Bm³/y (1 Bcm) ≈ 0.1 Bcf/d

1 km ≈ 0.62 miles

1 m³ ≈ 35.3 cf

1 Mt of LNG ≈ 48 Bcf of gas

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

acreage

capacity of treatment

Areas in which mining rights are exercised.

adjusted results

Results using replacement cost, adjusted for special items, excluding
the impact of changes for fair value.

API degree

Scale established by the API to measure oil density. A high API
degree indicates light oil from which a high yield of gasoline can be
refined.

appraisal (delineation)

Work performed after a discovery for the purpose of determining the
boundaries or extent of an oil or gas field or assessing its reserves
and production potential.

asset retirement (site restitution)

Annual crude oil treatment capacity of the atmospheric distillation
units of a refinery.

carbon capture, use and storage (CCUS)

Technologies designed to reduce GHG emissions by capturing
(C) CO2 and then compressing and transporting it either to use (U) it
for various industrial processes (e.g., enhanced recovery of oil or
gas, production of chemical products), or to permanently store (S) it
in deep geological formations.

catalysts

Substances that increase a chemical reaction speed. During the
refining process, they are used in conversion units (reformer,
hydrocracker, catalytic cracker) and desulphurization units. Principal
catalysts are precious metals (platinum) or other metals such as
nickel and cobalt.

Companies may have obligations related to well- abandonment,
dismantlement of facilities, decommissioning of plants or restoration
of the environment. These obligations generally result from
international conventions, local regulations or contractual obligations.

coal bed methane

Natural gas present in coal seams.

cogeneration

associated gas

Gas released during oil production.

association/consortium/joint venture:

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

barrel

Unit of measurement of volume of crude oil equal to 42 U.S. gallons
or 159 liters.

barrel of oil equivalent (boe)

Conventional unit for measuring the energy released by a quantity of
fuel by relating it to the energy released by the combustion of a
barrel of oil.

biochemical conversion

Conversion of carbon resources through biological transformation
(reactions involving living organisms). Fermentation of sugar into
ethanol is an example.

Simultaneous generation of electrical and thermal energies from a
combustible source (gas, fuel oil or coal).

coker (deep conversion unit)

Unit that produces light products (gas, gasoline, diesel) and coke
through the cracking of distillation residues.

commercial gas

Gas produced by the upstream facilities and sent directly or indirectly
to the gas market.

concession contract

Exploration and production contract under which a host country
grants to an oil and gas company (or a consortium) the right to
explore a geographic area and develop and produce potential
reserves. The oil and gas company (or consortium) undertakes the
execution and financing, at its own risk, of all operations. In return, it
is entitled to the entire production.

condensate

Light hydrocarbon substances produced with natural gas that
exist – either in a gaseous phase or in solution – in the oil and gas
under the initial pressure and temperature conditions in the reservoir,
and which are recovered in a liquid state in separators, on- site
facilities or gas treatment units.

biofuel

condensate splitter

Liquid or gaseous fuel that can be used for transport and produced
from biomass, and meeting criteria of reducing GHG compared to
the fossil reference.

biomass

Unit that distillates condensates upstream of a refining or
petrochemical units.

consortium

Refer to the definition above of “association/consortium/joint venture”.

All organic matter from vegetal or animal sources.

conversion

bitumen

Sometimes referred to as natural bitumen, is petroleum in a solid or
semi- solid state in natural deposits. In its natural state, it usually
contains sulfur, metals, and other non- hydrocarbons. Bitumen has a
viscosity greater than 10,000 centipoise measured at original
temperature in the deposit and atmospheric pressure, on a gas free
basis.

Brent

Quality of crude oil (38° API) produced in the North Sea, at the Brent
fields.

Refining operation aimed at transforming heavy products (heavy fuel
oil) into lighter or less viscous products (e.g., gasoline, jet fuels).

cost oil/gas

In a production sharing contract, the portion of the oil and gas
production made available to the contractor (contractor group) and
contractually reserved for reimbursement of exploration, development,
operation and site restitution costs (“recoverable” costs). The
reimbursement may be capped by a contractual stop that
corresponds to the maximum share of production that may be
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,
complex, heavy hydrocarbons into simpler, lighter molecules using
heat, pressure and, in some cases, a catalyst. A distinction is made
between catalytic cracking and steam cracking, which uses heat
instead of a catalyst. Cracking then produces ethylene and propylene,
in particular.

crude oil

A mixture of compounds (mainly pentanes and heavier hydrocarbons)
that exists in a liquid phase at original reservoir temperature and
pressure and remains liquid at atmospheric pressure and ambient
temperature.

Dated Brent

A market term representing the minimum value of physical cargoes
of Brent, Forties, Oseberg, or Ekofisk crude oil, loading between the
10th and the 25th day forward. Dated Brent prices are used, directly
and indirectly, as a benchmark for a large proportion of the crude oil
that is traded internationally.

A colorless, odorless combustible gas of the alkanes class composed
of two carbon atoms found in natural gas and petroleum gas.

ethanol

Also commonly called ethyl alcohol or alcohol, ethanol is obtained
through the fermentation of sugar (beetroot, sugarcane) or starch
(grains). Ethanol has numerous food, chemical and energy (biofuel)
applications.

ethylene/propylene

Petrochemical products derived from cracking naphtha and used
mainly in the production of polyethylene and polypropylene, two
plastics frequently used in packaging, the automotive industry,
household appliances, healthcare and textiles.

fair value

Fair value is the price that would be received to sell an asset or paid
to transfer a liability in a transaction under normal conditions between
market participants at the measurement date.

debottlenecking

farm- in (or farm- out)

Change made to a facility to increase its production capacity.

desulphurization unit

Unit in which sulphur and sulphur compounds are eliminated from
mixtures of gaseous or liquid hydrocarbons.

development

Operations carried out to access the proved reserves and set up the
technical facilities for extraction, processing, transportation and
storage of the oil and gas: drilling of development or injection wells,
platforms, pipelines, etc.

distillates

Products obtained through the atmospheric distillation of crude oil or
through vacuum distillation. Includes medium distillate such as
aviation fuel, diesel fuel and heating oil.

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).

effect of changes in fair value

The effect of changes in fair value presented as an adjustment item
reflects, for some transactions, differences between internal measures
of performance used by TOTAL’s Executive Committee and the
accounting for these transactions under IFRS. IFRS requires that
trading inventories be recorded at their fair value using period- end
spot prices. In order to best reflect the management of economic
exposure through derivative transactions, internal indicators used to
measure performance include valuations of trading inventories based
on forward prices. Furthermore, TOTAL, in its trading activities, enters
into storage contracts, the future effects of which are recorded at fair
value in the Group’s internal economic performance. IFRS precludes
recognition of this fair value effect.

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
obligations in the corresponding permit or license and related
contracts.

farnesane

A hydrocarbon molecule containing 15 carbon atoms, which can be
used to produce fuel or chemical compounds.

FEED studies (front- end engineering design)

Studies aimed at defining the project and preparing for its execution.
In the TOTAL process, this covers the pre- project and basic
engineering phases.

FLNG (floating liquefied natural gas)

Floating unit permitting the liquefaction of natural gas and the storage
of LNG.

fossil energies

Energies produced from oil, natural gas and coal.

FPSO (floating production, storage and offloading)

Floating integrated offshore unit comprising the equipment used to
produce, process and store hydrocarbons and offload them directly
to an offshore oil tanker.

FSRU (floating storage and regasification unit)

Floating unit permitting the regasification and the storage of natural
gas.

gearing ratio

Net Debt/(Net debt + shareholders equity Group share +
Non- controlling interests).

greenfield project

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)

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 TOTAL’s particular refinery
configurations, product mix effects or other company- specific
operating conditions.

hydraulic fracturing

Technique that involves fracturing rock to improve its permeability.

hydrocarbons

Molecules composed principally of carbon and hydrogen atoms.
They can be solid such as asphalt, liquid such as crude oil or gaseous
such as natural gas. They may also include compounds with sulphur,
nitrogen, metals, etc.

Registration Document 2018 TOTAL

425

GLOSSARY

hydrocracker

net cash flow

A refinery unit that uses catalysts and extraordinarily high pressure,
in the presence of surplus hydrogen, to convert heavy oils into lighter
fractions.

Cash flow from operating activities before working capital changes
at replacement cost – net investments (including other transactions
with non- controlling interests).

inventory valuation effect

The adjusted results of the Refining & Chemicals and Marketing &
Services segments are presented according to the replacement cost
method. This method is used to assess the segments’ performance
and facilitate the comparability of the segments’ performance with
those of its competitors. In the replacement cost method, which
approximates the LIFO (Last- In, First- Out) method, the variation of
inventory values in the statement of income is, depending on the
nature of the inventory, determined using either the month- end price
differentials between one period and another or the average prices
of the period rather than the historical value. The inventory valuation
effect is the difference between the results according to the FIFO
(First- In, First- Out) and the replacement cost.

joint venture

net financial debt

Non- current financial debt, including current portion, current
borrowings, other current financial liabilities less cash and cash
equivalents and other current financial assets.

net investments

Gross investments – divestments – repayment of non- current
loans – other operations with non- controlling interests.

oil

.
Generic term designating crude oil, condensates and NGL

oil and gas

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

oil sands

Refer to the definition above of “association/consortium/joint venture”.

sandstones containing natural bitumen.

lignocellulose

Lignocellulose is the main component of the wall of plant cells. It can
be sourced from agricultural and farming wastes or by- products of
wood transformation as well as dedicated plantations and constitutes
the most abundant renewable carbon source on the planet. This
abundance and its composition (very rich in polymerized sugars)
makes it an excellent choice to produce biofuels. As a result, its
conversion, whether by thermochemical (e.g., gasification) or
biochemical techniques, is widely studied.

liquids

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

LNG (liquefied natural gas)

Natural gas, comprised primarily of methane, that has been liquefied
by cooling in order to transport it.

LNG train

Facility for converting liquefying storing and off- loading natural gas.

LPG (liquefied petroleum gas)

Light hydrocarbons (comprised of butane and propane, belonging to
the alkanes class and composed of three and four carbon atoms
respectively) that are gaseous under normal temperature and
pressure conditions and that are kept in liquid state by increasing the
pressure or reducing the temperature. LPG is included in NGL.

mineral interests

Rights to explore for and/or produce oil and gas in a specific area for
a fixed period. Covers the concepts of “permit”, “license”, “title”, etc.

naphtha

olefins

Group of products (gas) obtained after cracking of petroleum streams.
Olefins are ethylene, propylene and butadiene. These products are
used in the production of large plastics (polyethylene, polypropylene,
PVC, etc.), in the production of elastomers (polybutadiene, etc.) or in
the production of large chemical intermediates.

OPEC

.
Organization of the Petroleum Exporting Countries

operated oil & gas facilities

Facilities operated in the Exploration & Production, Refining &
Chemicals and Marketing & Services segments of the Group.

operating cash flow before working capital changes

Cash flow from operating activities before changes in working capital
at replacement cost.

operating cash flow before working capital changes w/o financial
charges (DACF)

Cash flow from operating activities before changes in working capital
at replacement cost, without financial charges.

organic investments

Net investments, excluding acquisitions, divestments and other
operations with non- controlling interests.

operated production

Total quantity of oil and gas produced on fields operated by an oil
and gas company.

operator

Partner of an oil and gas joint venture in charge of carrying out the
operations on a specific area on behalf of the joint venture. A refinery
is also said to be operated by a specific partner when the operations
are carried out by the partner on behalf of the joint venture that owns
the refinery.

Heavy gasoline used as a base in petrochemicals.

natural gas

permit

Mixture of gaseous hydrocarbons, composed mainly of methane.

natural gas liquids (NGL)

A mixture of light hydrocarbons that exist in the gaseous phase at
room temperature and pressure and are recovered as liquid in gas
processing plants. NGL include very light hydrocarbons (ethane,
propane and butane).

Area contractually granted to an oil and gas company (or a
consortium) by the host country for a defined period to carry out
exploration work or to exploit a field.

petcoke (or petroleum coke)

Residual product remaining after the improvement of very heavy
petroleum cuts. This solid black product consists mainly of carbon
and can be used as fuel.

426

TOTAL Registration Document 2018

GLOSSARY

polymers

Molecule composed of monomers bonded together by covalent
bonds, such as polyolefins obtained from olefins or starch and
proteins produced naturally.

pre- dividend organic cash breakeven

Brent price for which the operating cash flow before working capital
changes covers the organic investments.

price effect

The impact of changing hydrocarbon prices on entitlement volumes
from production sharing contracts and on economic limit dates.

production costs

Costs related to the production of hydrocarbons in accordance with
FASB ASC 932- 360- 25- 15.

production plateau

Expected average stabilized level of production for a field following
the production build- up.

production sharing contract/agreement (PSC/PSA)

Exploration and production contract under which a host country or,
more frequently, its national company, transfers to an oil and gas
company (the contractor) or a consortium (the contractor group) the
right to explore a geographic area and develop the fields discovered.
The contractor (or contractor group) undertakes the execution and
financing, at its own risk, of all operations. In return, it is entitled to a
portion of the production, called cost oil/gas, to recover its costs and
investment. The remaining production, called profit oil/gas, is then
shared between the contractor (contractor group), and the national
company and/or host country.

project

As used in this document, “project” may encompass different meanings,
such as properties, agreements, investments, developments, phases,
activities or components, each of which may also informally be
described as a “project”. Such use is for convenience only and is not
intended as a precise description of the term “project” as it relates to
any specific governmental law or regulation.

proved permit

Permit for which there are proved reserves.

proved reserves (1P reserves)

Proved oil and gas reserves are those quantities of oil and gas,
which, by analysis of geoscience and engineering data, can be
estimated with certainty of 90% to be economically producible from
a given date forward, from known reservoirs, and under existing
economic conditions, operating methods, and government
regulations, prior to the time at which contracts providing the right to
operate expire, unless evidence indicates that renewal is reasonably
certain, regardless of whether deterministic or probabilistic methods
are used for the estimation.

refining

The various processes used to produce petroleum products from
crude oil (e.g., distillation, reforming, desulphurization, cracking).

renewable energies

An energy source the inventories of which can be renewed or are
inexhaustible, such as solar, wind, hydraulic, biomass and geothermal
energy.

reserve life

Synthetic indicator calculated from data published under ASC 932.
Ratio of the proved reserves at the end of the period to the production
of the past year.

reserves

Estimated remaining quantities of oil and gas and related substances
expected to be economically producible, as of a given date, by
application of development projects to known accumulations.

reservoirs

Porous, permeable underground rock formation that contains oil or
natural gas.

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.

return on average capital employed (ROACE)

Ratio of adjusted net operating income to average capital employed
at replacement cost between the beginning and the end of the period.

return on equity (ROE)

Ratio of adjusted consolidated net income to average adjusted
shareholders’ equity (after distribution) between the beginning and
the end of the period. Adjusted shareholders’ equity for a given
period is calculated after distribution of the dividend (subject to
approval by the Shareholders’ Meeting).

Risked service contract

Service contract where the contractor bears the investments and the
risks. The contractor usually receives a portion of the production to
cover the refund of the investments and the related interests, and a
monetary remuneration linked to the performance of the field.

seismic

Method of exploring the subsoil that entails methodically sending
vibration or sound waves and recording their reflections to assess
the type, size, shape and depth of subsurface layers.

proved developed reserves

shale gas

Proved developed oil and gas reserves are proved reserves that can
be expected to be recovered (i) through existing wells with existing
equipment and operating methods or in which the cost of the required
equipment is relatively minor compared to the cost of a new well;
and (ii) through installed extraction equipment and infrastructure
operational at the time of the reserves estimate if the extraction is by
means not involving a well.

proved undeveloped reserves

Proved undeveloped oil and gas reserves are proved reserves that
are expected to be recovered with new investments (new wells on
undrilled acreage, or from existing wells where a relatively major
expenditure is required for recompletion, surface facilities).

proved and probable reserves (2P reserves)

Sum of proved reserves and probable reserves. 2P reserves are the
median quantities of oil and gas recoverable from fields that have
already been drilled, covered by E&P contracts and for which technical
studies have demonstrated economic development in a long-term
price environment. They include projects developed by mining.

Natural gas in a source rock that has not migrated to a reservoir.

shale oil

Oil in a source rock that has not migrated to a reservoir.

sidetrack

Well drilled from a portion of an existing well (and not by starting from
the surface). It is used to get around an obstruction in the original
well or resume drilling in a new direction or to explore a nearby
geological area.

silicon

The most abundant element in Earth’s crust after oxygen. It does not
exist in a free state but in the form of compounds such as silica,
which has long been used as an essential element of glass.
Polysilicon (or crystalline silicon), which is obtained by purifying silicon
and consists of metal- like crystals, is used in the construction of
photovoltaic solar panels, 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.

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.

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.

428

TOTAL Registration Document 2018

CROSS- REFERENCE LISTS

Registration Document cross- reference list, for use in identifying the
information required by Annex 1 of Regulation 809/2004/EC of 29 April 2004

Information required by Annex 1
of Regulation 809/2004/EC

Persons responsible

Statutory auditors

Selected financial information

Risk Factors

Information about the issuer

5.1

5.1.1

History and development

Legal and commercial name

5.1.2

Place of registration and registration number

5.1.3

Date of incorporation and length of life

5.1.4

Registered office, legal form, applicable legislation, country of incorporation,
address and telephone number of registered office

5.1.5

Important events in the development of the business

5.2

Investments

5.2.1

Principal investments over the last three fiscal years

5.2.2

Principal investments in progress

5.2.3

Principal future investments

6.1

6.2

6.3

6.4

6.5

7.1

7.2

Business overview

Principal activities

Principal markets

Exceptional factors that have influenced the principal activities
or principal markets

Dependence on certain contracts

Competitive position

Organizational structure

Issuer’s position within the Group

Significant subsidiaries

Property, plant and equipment

Registration Document 2018

Relevant
paragraphs

Relevant
chapters

p. 1

1
7

1
2

2
3

1
2
3

1
8

4.4.5

1.1.2 and 1.4.1.2

3.1

1.2, 1.3.1 and 1.6

1.6.1
7.2.1

1.4 and 1.6.2
2.1 to 2.6

1.5.2
2.5

1.5.2
2.5.1

2.5.2

1.1.2.2
2.1 to 2.4

1.4
2.1 to 2.4

2.1 to 2.4
3.1.4

1.1.1.1
2.1 to 2.4
3.1.7

1.6

1.6.1

1.6.1
8.7 (Note 18)

2.7

Registration Document 2018 TOTAL

429

CROSS- REFERENCE LISTS

Information required by Annex 1
of Regulation 809/2004/EC

8.1

8.2

9.1

9.2

Most significant tangible fixed assets

Environmental issues affecting the most significant tangible fixed assets

Operating and financial review

Financial condition

Operating results

9.2.1

Significant factors materially affecting income from operations

9.2.2

Narrative description of changes in net sales or revenues

9.2.3

External factors that have materially affected, or could materially affect operations

10.

10.1

10.2

10.3

10.4

10.5

Capital resources

Information concerning capital resources (both short and long term)

Source, amounts and narrative description of cash flows

Borrowing requirements and funding structure

Restrictions on the use of capital resources that have materially affected,
or could materially affect, operations

Anticipated sources of funds needed for the principal future investments
and major encumbrances on the most significant tangible fixed assets

11.

Research and development, patents and licenses

Trend information

Most significant trends in production, sales and inventory and costs
and selling prices since the end of the last fiscal year

Known trends, uncertainties, demands, commitments or events that
are likely to have a material effect on prospects for the current fiscal year

Registration Document 2018

Relevant
chapters

Relevant
paragraphs

2
8

3
5

1
8
10

1
2
8

1
8

1
2
8

1
2

1
2
3

2.1 to 2.4 and 2.7
8.7 (Note 7)

3.1.2 and 3.3
5.5 and 5.6

1.4.1

1.4.1
8.2
10.2.1

1.4.1 and 1.4.4
2.1 to 2.4
8.7 (Notes 3, 4 and 5)

1.4.1
8.7 (Notes 3, 4 and 5)

1.4.1 and 1.4.4

1.4.2.1

1.4.2.2
8.5

1.4.2.3

1.4.2.4

1.4.2.5
2.5.3
8.7 (Note 7)

1.5.1
2.6

1.4.1.1 and 1.4.4
2.1 to 2.4

1.4.3 and 1.4.4
2.5.2
3.1, 3.2 and 3.4

Profit forecasts or estimates

n/a

Administrative, management and supervisory bodies and senior management

Information about members of the administrative and management bodies

Conflicts of interests, understandings relating to nominations,
restrictions on the disposal of holdings in the issuer’s securities

Remuneration and benefits

Remuneration paid and benefits in kind granted by the issuer and its subsidiaries

Amounts set aside or accrued to provide pension, retirement or similar benefits

Board practices

Date of expiration of the current term of office,
and date of commencement in office

Contracts with the issuer or any of its subsidiaries providing for benefits
upon termination of such contracts

Information about the issuer’s Audit Committee and Remuneration Committee

Compliance with the Corporate Governance regime in force in France

4
8
10

1
4

4.1

4.1.1.2

4.3

4.3.2
8.7 (Notes 8.4, 9 and 10)
10.3 (Note 26)

1.1.1.3
4.1.1

4.3.2

4.1.2.3

4.2

12.

12.1

12.2

13.

14.

14.1

14.2

15.

15.1

15.2

16.

16.1

16.2

16.3

16.4

430

TOTAL Registration Document 2018

Information required by Annex 1
of Regulation 809/2004/EC

17.

17.1

Employees

Number of employees at the end of the last three fiscal years;
breakdown by geographic location and category of activity

17.2

Shareholdings and stock options

17.3

Arrangements for involving employees in the capital of the issuer

18.

18.1

18.2

18.3

18.4

Major shareholders

Interests held above the threshold for notification (known interests)

Major shareholders’ voting rights in excess of their share in the share capital

Control of the issuer by one or more shareholders

Arrangements, known to the issuer, the operation of which may at a subsequent
date result in a change in control of the issuer

19.

Related party transactions

20.

20.1

20.2

20.3

20.4

Financial information concerning the issuer’s assets and liabilities,
financial position and profits and losses

Historical financial information

Pro forma financial information

Consolidated annual financial statements

Auditing of historical annual financial information

20.4.1

Auditing of the historical financial information

20.4.2

Other information in the Registration Document that has been audited by the auditors

20.4.3

20.5

20.6

20.6.1

20.6.2

Financial information in the Registration Document that is not extracted
from the issuer’s audited financial statements

Date of latest audited financial information

Interim and other financial information

Quarterly or half yearly financial information published since the date
of the last audited financial statements

Interim financial information covering the first six months of the fiscal year
after the end of the last audited fiscal year

20.7

Dividend policy

20.8

20.9

21.

21.1

Legal and arbitration proceedings

Significant change in the issuer’s financial or commercial position

Additional information

Share capital

21.1.1

Issued capital and authorized capital

21.1.2

21.1.3

Shares not representing capital

Shares held by the issuer or its subsidiaries

21.1.4

Securities granting future access to the issuer’s share capital

CROSS- REFERENCE LISTS

Registration Document 2018

Relevant
chapters

Relevant
ragraphs

1
5
8

4
6

4
5
6

6
7

n/a

4
8

n/a

7
8
10

4
10

7
9

n/a

1
6

7
8
10

n/a

6
8
10

4
7

1.1.2.3
5.3
8.7 (Note 10)

4.3.4
6.4.2

4.3.4
5.3
6.4.2

6.4.1

6.4.1
7.2.4

n/a

4.4.1
8.7 (Note 8)

7.3

n/a

8.2 to 8.7

7.3.3
8.1
10.1

4.5
10.1

7.3.4
9.1 to 9.3

December 31, 2018

n/a

1.4.1.9
6.2

3.2

1.4.4

7.1
8.7 (Note 9)
10.3 (Note 7) and 10.4.2

n/a

6.3.2
8.7 (Note 9)
10.3 (Note 7) and 10.4.1

4.4.2
7.1.3

Registration Document 2018 TOTAL

431

CROSS- REFERENCE LISTS

Information required by Annex 1
of Regulation 809/2004/EC

Registration Document 2018

Relevant
chapters

Relevant
paragraphs

21.1.5

21.1.6

21.1.7

21.2

21.2.1

21.2.2

21.2.3

21.2.4

21.2.5

21.2.6

21.2.7

Terms of any acquisition rights and/or obligations over capital issued
but not paid, or any capital increase

Capital of any member of the Group which is under option

History of the issuer’s share capital over the last three fiscal years

Memorandum and Articles of Association

Issuer’s objects and purposes

Provisions of statutes and charters with respect to the members of the administrative,
management and supervisory bodies

Rights, preferences and restrictions attached to each class of the existing shares

Action necessary to change the rights of shareholders

Manner in which annual general meetings of shareholders
are called including the conditions of admission

Provisions of the issuer’s statutes, charter or bylaws that would have the effect of delaying,
deferring or preventing a change in control of the issuer

Provisions of the statutes governing the ownership threshold above
which share ownership must be disclosed

21.2.8

Conditions governing changes in the capital that are more stringent than is required by law

22.

23.

24.

25.

Material contracts (other than contracts entered into in the ordinary course of business)

Third party information and statements by experts and declarations of any interest

Documents on display

Information on holdings

n/a

7
8
10

4
7

n/a

1
8
10

n/a

7.1.4
8.7 (Note 9)
10.3 (Note 7)

7.2.2

4.1.2.1
7.2.3

7.2.4

7.2.5

4.4.3
7.2.6

4.4.4
7.2.4

7.2.8

7.2.9

n/a

6.6.1

1.6.1
8.7 (Note 18)
10.4.1

Registration Document cross- reference list, for use in identifying
the information contained in the annual ﬁnancial report

The cross- reference list below is used to identify the information in this Registration Document contained in the annual financial report
pursuant to Article L. 451- 1- 2 of the French Financial and Monetary Code and Article 222- 3 of the General Regulation of the French Financial
Markets Authority.

Annual ﬁnancial report

Annual financial statements

Consolidated Financial Statements

Management report (pursuant to the French Financial and Monetary Code)

Declaration of persons responsible for the annual financial report

Reports of the statutory auditors on the statutory financial statements
and Consolidated Financial Statements

Board of Directors’ report on corporate governance
(Article L. 225- 37, last paragraph, of the French Commercial Code)

Auditors’ report on the Board of Directors’ report on corporate governance
(Article L. 225- 235 of the French Commercial Code)

Registration Document 2018

Relevant
paragraphs

10.2 and 10.3

8.2 to 8.7

Cross- reference list
hereafter

8.1
10.1

4.1 to 4.4

10.1

Relevant
chapters

p. 1

8
10

432

TOTAL Registration Document 2018

CROSS- REFERENCE LISTS

Registration Document cross- reference list, for use in identifying
the information contained in the Board of Directors’ management report
mentioned in Article L. 225- 100 of the French Commercial Code

Board of Directors’ consolidated management report
mentioned in Article L. 225- 100 of the French Commercial Code

Information regarding the activities of the Company and Group

Information mentioned in Article L. 225- 100- 1 of the French Commercial Code

1 Objective and comprehensive analysis of changes in the business, results and financial

position of the Company and Group, and in particular the debt position, in light of the volume
and complexity of the business

2 Key financial and, if applicable, non- financial performance indicators relating

to the specific activities of the Company and Group, and in particular information
regarding environmental and social issues

3 Description of the principal risks and uncertainties faced by the Company and Group companies

Information on the financial risks related to the effects of climate change and overview
of measures adopted by the Company to reduce them and implement a low carbon strategy
in all its activities

5 Main characteristics of the internal control and risk management procedures put in place relating

to the preparation and processing of accounting and financial information

Information on the Company’s objectives and policy relating to the hedging of each of the main
categories of planned transactions for which hedge accounting is used
Exposure to price, credit, liquidity and cash flow risks
Information on the Company’s use of financial instruments

Information mentioned in Article L. 232- 1 of the French Commercial Code

Position of the Company and Group during the last fiscal year

Company and Group foreseeable trends and outlooks

Significant changes since the end of the fiscal year

Research and development activities

Company’s existing branch offices

Statement of non- financial performance mentioned in Article L. 225- 102- 1
of the French Commercial Code (consolidated statement)

Business model of the Company and of the Group

Registration Document 2018

Relevant
chapters

Relevant
paragraphs

1
2
5

1
3

3
5

3
1

1
8

1
2

1
2
5

1.4.1 and 1.4.2

1.1.2.2 and 1.4.1
2.5.1
5.3 to 5.11

1.4.3 and 1.4.4
3.1

3.1 and 3.3
5.6

3.3

3.3
1.4.2

1.4.1
8.7 (Note 2)

1.4.3
8.7 (Note 2)

1.4.4
8.7 (Note 17)

1.5.1
2.6

1.6.1

1.2 to 1.3
2.1 to 2.4
5.2

Information on how the Company takes into account the social and environmental consequences
of its activities, as well as the effects of those activities with regard to respect for human rights
and fighting corruption and tax evasion

3.3.3
3
5 5.3, 5.4, 5.7, 5.8 and 5.11

Information about the impact on climate change of the Company’s activity and the use
of the goods and services that it produces

Societal commitments in order to promote sustainable development and the circular economy, prevent
food waste and food poverty or promote animal welfare and responsible, fair and sustainable food

Information on collective agreements within the Company and their impacts on the Company’s
economic performance as well as on employees’ working conditions, on actions aimed at fighting
discrimination and promoting diversity, and the measures taken in favor of people with disabilities

Information mentioned in Article L. 225- 102- 2 of the French Commercial Code
(polluting or high- risk – upper threshold in accordance with the Seveso regulation)

Information on the Company’s industrial accident risk prevention policy, the Company’s ability to
cover its civil liability vis- à- vis property and people due to the operation of such facilities and the
means provided by the Company to manage the compensation of victims in the event of
an industrial accident for which it is liable

3
5

3.3.3
5.6 and 5.11

Introduction and 5.5.5

5.3

3.3
5.5

Registration Document 2018 TOTAL

433

CROSS- REFERENCE LISTS

Board of Directors’ consolidated management report
mentioned in Article L. 225- 100 of the French Commercial Code

Information mentioned in Article L. 225- 102- 4 of the French Commercial Code

Vigilance plan relating to the Company’s activities and all of the subsidiaries or companies
controlled by the Company and report on its effective implementation

Information mentioned in Articles L. 441- 6- 1 and D. 441- 4 of the French Commercial Code

Information about payment terms of suppliers or customers

Information mentioned in Article L. 511- 6 of the French Monetary and Financial Code

Amounts of all incidental loans with a term of less than two years made by the Company to
microbusinesses, SMEs or intermediate- sized enterprises with which the Company has financial
links that justify such a loan

Statutory auditors’ declaration attached to the management report

Information regarding the directors

Information mentioned in Article L. 621- 18- 2 of the French Monetary and Financial Code
and Article 223- 26 of the General Regulation of the French Financial Markets Authority

Summary of transactions in the Company’s stock carried out by the directors and persons mentioned
in Article L. 621- 18- 2 of the French Monetary and Financial Code during the last fiscal year

Information mentioned in Articles L. 225- 197- 1 and L. 225- 185 of the French Commercial Code

Statement of the shareholding retention obligations applied to directors until the end of their term
of office by the Board of Directors at the time of the decision to grant free shares or stock options

Legal, financial and tax information

Information mentioned in Article L. 225- 102 of the French Commercial Code

Statement of employee shareholding on the last day of the fiscal year

Information mentioned in Article L. 233- 6 of the French Commercial Code
(significant acquisitions of shares in companies with registered offices in France)

Acquisitions of shares in companies with registered offices in France representing more
than one twentieth, one tenth, one fifth, one third or one half of the capital of these companies,
or resulting in control of such companies, during the fiscal year

Information mentioned in Article L. 233- 13 of the French Commercial Code
(share ownership, changes in major shareholders holdings and treasury shares)

Identity of any individual or legal entity directly or indirectly holding more than one twentieth,
one tenth, three twentieths, one fifth, one quarter, one third, one half, two thirds, eighteen
twentieths or nineteen twentieths of the share capital or voting rights at the Shareholders’
Meetings of the Company

Information on changes during the fiscal year

Statement of the names of any controlled companies holding treasury shares and the share
of the Company’s capital that they own

Information mentioned in Articles L. 233- 29, L. 233- 30 and R. 233- 19
of the French Commercial Code (reciprocal shareholdings)

Disposal of shares by a company pursuant to Articles L. 233- 29 and L. 233- 30
of the French Commercial Code to adjust reciprocal shareholdings

Information mentioned in Article L. 225- 211 of the French Commercial Code
relating to acquisitions and disposals of its own shares by the Company

Registration Document 2018

Relevant
chapters

Relevant
paragraphs

5
10

n/a

1
6

n/a

3.5

5.10.4
10.3 (Note 11)

n/a

4.1.6

4.3.4

1.1
6.4

1.6

6.4

6.4.1

n/a

Number of shares purchased and sold during the fiscal year pursuant to Articles L. 225- 208,
L. 225- 209, L. 225- 209- 2, L. 228- 12 and L. 228- 12- 1 of the French Commercial Code, average
purchase and sale price, amount of trading costs, number of shares held in the name of the
Company at the end of the fiscal year and the value thereof at the purchase price, together with
the par value thereof for each purpose, number of shares used, any reallocations thereof,
and the fraction of the share capital they represent.

6.3

434

TOTAL Registration Document 2018

Board of Directors’ consolidated management report
mentioned in Article L. 225- 100 of the French Commercial Code

Information mentioned in Articles R. 228- 90, R. 225- 138 and R. 228- 91
of the French Commercial Code relating to adjustment transactions

Statement of conversion adjustments and adjustments to terms of issue or exercise
of stock options or securities granting access to the share capital

Information mentioned in Article L. 464- 2 of the French Commercial Code
(injunctions or penalties for antitrust practices)

Statement of injunctions or penalties for antitrust practices ordered by the French
Competition Authority

Information mentioned in Article 243 bis of the French General Tax Code relating to
the amounts of dividends distributed and the amount of distributed income

Amounts of dividends distributed in the last three fiscal years and amount
of distributed income in those fiscal years

Changes made to the method of presentation of the annual financial statements

Observations made by the French Financial Markets Authority on proposed appointments
and renewals of statutory auditors

Table of results for each of the last ﬁve ﬁscal years, attached to the management report
mentioned in Article L. 225- 100 of the French Commercial Code

Information mentioned in Article R. 225- 102 of the French Commercial Code

Report on the payments made to governments

Information mentioned in Article L. 225- 102- 3 of the French Commercial Code

CROSS- REFERENCE LISTS

Registration Document 2018

Relevant
chapters

Relevant
paragraphs

n/a

8
10

n/a

6.2

8.7
0.3 (Note 1)

n/a

10.4.2

9.3

Registration Document 2018 TOTAL

435

CROSS- REFERENCE LISTS

Registration Document cross- reference list, for use in identifying
the information contained in the Board of Directors’ report on corporate
governance produced pursuant to Article L. 225- 37, last paragraph,
of the French Commercial Code, attached to the management report
mentioned in Article L. 225- 100 of the French Commercial Code

Board of Directors’ report on corporate governance produced pursuant
to Article L. 225- 37, last paragraph, of the French Commercial Code

Information regarding the compensation of the management,
administrative and supervisory bodies

Registration Document 2018

Relevant
chapters

Relevant
paragraphs

Information mentioned in Article L. 225- 37- 2 of the French Commercial Code

Details of the components of compensation mentioned in Article L. 225- 37- 2, paragraph one
(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 as a result of his duties)

Statement that the payment of the variable and extraordinary components of the compensation
attributable to the Chairman and Chief Executive Officer as a result of his duties is conditional on
the approval by the Ordinary Shareholders’ Meeting of the components of the compensation
of the Chairman and Chief Executive Officer pursuant to Article L. 225- 100 of the French Commercial Code

Draft resolution produced by the Board of Directors pursuant to Article L. 225- 37- 2 of the French
Commercial Code (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 as a result of his duties)

Information mentioned in Article L. 225- 37- 3 of the French Commercial Code

Total compensation (including in- kind benefits) paid by the Company to each corporate officers
(mandataires sociaux) of TOTAL S.A. during the 2018 fiscal year (description distinguishing between
the fixed, variable and extraordinary components of the total compensation and in- kind benefits
and the criteria used to calculate them or the circumstances due to which they were attributed,
with reference, if applicable, to the resolutions voted on under the conditions set out in
Article L. 225- 37- 2 of the French Commercial Code)

Statement, if applicable, of the application of the provisions of paragraph two
of Article L. 225- 45 of the French Commercial Code.

Statement of the commitments of all kinds made by TOTAL S.A. in favor of its corporate officers
(mandataires sociaux), corresponding to the components of compensation, indemnities or in- kind
benefits due or likely to be due upon acceptance, termination or change in their duties or after the
discharge thereof, in particular pension commitments and other annuities

II.

Information regarding the composition and functioning of the management,
administrative and supervisory bodies

Information mentioned in Article L. 225- 37- 4 of the French Commercial Code

List of all of the directorships and functions held at any company by each corporate officers
(mandataires sociaux) during the 2018 fiscal year

2 Agreements made, directly or through an intermediary, between, on the one hand,

any corporate officers (mandataires sociaux) or shareholder holding more than 10% of
TOTAL S.A.’s voting rights and, on the other hand, a company of which TOTAL S.A.
directly or indirectly owns more than half of the capital, other than agreements related to
its ordinary course of business and signed under normal conditions

3 Summary table of valid delegations granted by the Shareholders’ Meeting with respect
to capital increases, pursuant to Articles L. 225- 129- 1 and L. 225- 129- 2 of the French
Commercial Code, showing the use made of such delegations during the 2018 fiscal year

4 Statement of the choice made between the two forms of management set out in

Article L. 225- 51- 1 of the French Commercial Code

5 Composition and preparation and organization of the work of the Board of Directors

6 Description of the diversity policy applied to members of the Board of Directors’ principle with regard

to criteria such as age, sex or qualifications and professional experience, as well as a description of
this policy, its terms and conditions of implementation and results achieved during the past fiscal year
Information on how the Company seeks a balanced representation of men and women on the executive
committee and on results regarding diversity in the 10% of the highest management positions

4.3.2.2

4.3.1 and 4.3.2.1

n/a

4.3.1 and 4.3.2

4
5

4.1.1.1

4.4.1

4.4.2

4.1.5.1

4.1.1 and 4.1.2

4.1.1.5 and 4.1.5.2
5.3.3.1

436

TOTAL Registration Document 2018

Board of Directors’ report on corporate governance produced pursuant
to Article L. 225- 37, last paragraph, of the French Commercial Code

Limits set by the Board of Directors concerning the powers of the Chief Executive Officer, if any

8 Declaration regarding the Corporate Governance Code to which the Company voluntarily refers,

and, if applicable, the reasons why any provision thereof has been set aside

9 Provisions of the bylaws governing shareholders’ participation in Shareholders’ Meetings
(particular conditions regarding shareholders’ participation in the Shareholders’ Meeting
or provisions of the bylaws setting out such conditions)

III.

Information regarding factors likely to have an impact in the event
of a public takeover or exchange offer

Information mentioned in Article L. 225- 37- 5 of the French Commercial Code

CROSS- REFERENCE LISTS

Registration Document 2018

Relevant
chapters

Relevant
paragraphs

4
7

4.1

4.2

4.4.3
7.2.6

4.4.4

Registration Document 2018 TOTAL

437

438

TOTAL Registration Document 2018

Registration Document 2018 TOTAL

439

440

TOTAL Registration Document 2018

This document was printed by an Imprim’vert labeled printer on PEFC-certified paper.
Cover photography: Laurent Zylberman © TOTAL
Design and production: Agence Marc Praquin

see you on
total.com

TOTAL S.A.
Registered Office:
2, place Jean Millier – La Défense 6
92400 Courbevoie – France
Share capital: 6,604,536,935.00 euros
542 051 180 RCS Nanterre

Reception: +33 (0)1 47 44 45 46
Investor Relations: +44 (0)207 719 7962
North American Investor Relations: +1 (713) 483-5070