Registration Document 2005 Content 1 Key figures p. 3 7 Financial information p. 147 Selected financial information p. 3 Historical financial information p. 148 Operating and market data p. 4 Audit of the historical financial information p. 148 Additional information p. 149 Business overview p. 9 Dividend policy p. 149 2 Legal and arbitration proceedings p. 149 History and strategy of TOTAL p. 10 Significant changes p. 149 Upstream p. 11 Exploration & Production p. 13 Interests in pipelines p. 34 8 General information p. 151 Gas & Power p. 35 Share capital p. 152 Downstream p. 40 Articles of incorporation and bylaws; Refining & Marketing p. 41 Other Information p. 157 Trading & Shipping p. 46 Other information p. 160 Chemicals p. 48 Documents on display p. 161 Base Chemicals p. 49 Information on holdings p. 162 Specialties p. 51 Arkema p. 52 Appendix 1 - Consolidated financial Other activities p. 55 9 Investments p. 56 statements p. 163 Organizational structure p. 57 Statutory auditors’ report on the consolidated Property, Plant and Equipment p. 57 financial statements p. 164 Organization chart as of March, 14, 2006 p. 58 Consolidated statement of income p. 165 Consolidated balance sheet p. 166 Management Report of the Board of Consolidated statement of cash flows p. 167 3 Consolidated statement of changes Directors p. 61 in shareholders’ equity p. 168 Summary of results and financial position p. 62 Notes to the consolidated financial statements p. 169 Liquidity and capital resources p. 71 Research and development p. 73 Appendix 2 - Supplemental oil and gas Trends and outlook p. 74 10 information (unaudited) p. 231 Risk factors p. 75 Oil and gas reserves p. 232 4 Financial review p. 236 Market risks p. 76 Other information p. 241 Legal risks p. 80 Industrial and environmental risks p. 84 Other specific risks p. 86 11 Appendix 3 - TOTAL S.A. p. 243 Insurance and risk management p. 89 Special auditors’ report on regulated agreements p. 244 Corporate governance p. 91 Statutory auditors’ report on the annual 5 financial statements p. 245 Board of Directors p. 92 Parent company financial information p. 246 Management p. 100 Employment and environmental information p. 251 Statutory auditors p. 101 Five-year consolidated financial information p. 257 Compensation of the Board of Directors and Executive Officers p. 102 Report of the Chairman of the Board European Cross Reference List p. 258 of Directors (Article L. 225-37 of the French Commercial Code) p. 105 Statutory auditor’s report (Article L. 225-235 of the French Commercial Code) p. 112 Headcount, Employee shareholdings, Stock options and restricted share grants p. 113 6 TOTAL and its shareholders p. 123 TOTAL shares p. 124 Dividends p. 128 Share buyback p. 130 Shareholders p. 135 Information for overseas shareholders p. 140 Communication with shareholders p. 142 Registration Document 2005 This is a free translation into English of the Chairman’s certification issued in French and is provided solely for the convenience of English-speaking readers. “I certify that, to the best of my knowledge, the information contained in this document de référence (Registration Document) is accurate and does not omit any material fact. I have received a letter from the statutory auditors confirming that they have completed the work they undertook to verify the information related to the financial situation and the financial statements included in this document de référence as well as a review of the document in its entirety. The statutory auditors have issued reports on the historical financial information appearing in this document de référence, which are included on pages 164 and 245 of this document.” Thierry Desmarest Chairman of the Board The French language version of this Registration Document was filed with the French Financial Markets Authority on March 31, 2006 pursuant to Article 212-13 of the general regulations of the Financial Markets Authority. It may be used in connection with a financial operation if completed by a prospectus for the operation and a summary, each of which has received the visa of the Financial Markets Authority. TOTAL - Registration Document 2005 1 2 TOTAL - Registration Document 2005 Key figures Selected financial information 1 Key figures Selected financial information Consolidated data, in millions of euros, except number of shares, earnings per share, dividends and percent amounts. 2005 2004 2004 2003 (IFRS) (French GAAP) Sales 143,168 121,998 122,700 104,652 Operating income 24,047 16,686 16,061 12,770 Adjusted operating income from business segments (1) (2) 23,669 17,217 17,123 13,004 Adjusted net operating income from business segments (1) (2) 11,902 8,957 8,792 6,973 Consolidated net income 12,643 11,149 9,872 7,219 Minority interests in the consolidated net income 370 281 260 194 Net income (Group share) 12,273 10,868 9,612 7,025 Adjusted net income (Group share) (1) (2) 12,003 9,131 9,039 7,344 Fully-diluted weighted-average number of shares (in millions) 590.5 606.6 615.9 635.1 Earnings per share (euros) (3) 20.91 17.99 15.64 11.10 Fully-diluted earnings per share (euros) (4) 20.78 17.92 15.61 11.06 Fully-diluted adjusted earnings per share (euros) (1) (2) (4) 20.33 15.05 14.68 11.56 Dividend per share (euros) (5) 6.48 5.40 5.40 4.70 Total assets (as of December 31,) 106,144 86,767 84,161 79,963 Total non-current assets (as of December 31,) 62,391 53,827 52,533 50,450 Total equity (6) (as of December 31,) 39,477 30,640 30,203 28,539 Net debt / Equity (as of December 31,) 32% 31% 27% 26% Return on Average Capital Employed (ROACE) 27% 24% 24% 19% Return on equity 35% 33% 31% 26% Cash flow from operating activities 14,669 14,662 14,429 12,487 Expenditures 11,195 8,904 8,668 7,728 Divestitures at selling price 1,088 1,192 1,192 1,878 (1) IFRS GAAP: excluding special items, inventory valuation effect and TOTAL’s equity share of amortization of intangible assets related to the Sanofi-Aventis merger. (2) French GAAP: excluding special items and TOTAL’s equity share of amortization of goodwill and intangible assets related to the Sanofi-Aventis merger. (3) Based on the weighted-average number of common shares outstanding during the period. (4) Based on the fully-diluted weighted-average number of common shares outstanding during the period. (5) 2005 dividend: subject to approval by the May 12, 2006 Annual Shareholders’ Meeting. (6) Total 2005 equity: after distribution of a dividend of 6.48€ per share (10€ par value) of which 3.00€ has already been paid on November 24, 2005. TOTAL - Registration Document 2005 3 Key figures 1 Operating and market data Operating and market data 2005 2004 2003 Brent price ($/b) 54.5 38.3 28.8 €/$ 1.24 1.24 1.13 TRCV refining margins ($/t) 41.6 32.8 20.9 Hydrocarbon production (kboe/d) 2,489 2,585 2,539 Liquids production (kb/d) 1,621 1,695 1,661 Gas production (Mcf/d) 4,780 4,894 4,786 Refinery throughput (kb/d) (7) 2,410 2,496 2,481 Refined product sales (kb/d) (kb/j) (8) 3,885 3,771 3,652 (7) Including share of Cepsa (regarding interest in Cepsa, see page 162). (8) Including share of Cepsa and Trading activities. Abbreviations Definitions b: barrel The terms “TOTAL” and “Group” used in this Registration Document refer to TOTAL S.A. collectively with all of its direct and cf: cubic feet indirect consolidated subsidiaries located in, or outside /d: per day of France. /y: per year The terms “Company” and “issuer” used in this Registration Document refer only to TOTAL S.A., i.e., the parent company €: euro of the Group. $: US dollar © TOTAL S.A. March 2006. t: metric ton boe: barrel of oil equivalent Conversion table kboe/d: thousand boe/d 1 boe = 1 barrel of crude oil = approx. 5.5 cf of gas in 2005 1 b/d = approx. 50 t/year kb/d: thousand barrel/d 1 t = approx. 7.5 b (for a gravity of 37° API) Btu: British thermal unit 1 Bm3/y = approx 0.1 Bcf/d M: million 3 B: billion 1 m = approx. 35.3 cf MW: megawatt 1 t of LNG = approx. 8.9 boe = approx. 48 Mcf of gas MWp: megawatt peak 1 Mt/y of LNG = approx. 133 Mcf/d TWh: terawatt hour TRCV: Topping Reforming Cracking Visbreaking. Refining margin indicator after variable costs of a theoretical average refinery located in Rotterdam which processes a variety of crude oil representing the average supply in the area to provide main products quoted in this same area. 4 TOTAL - Registration Document 2005 Key figures Operating and market data 1 Sales (M€) Adjusted net income (Group share) (M€) 12,003 143,168 150000 9,039 9,131 122,700 121,998 7,344 120000 104,652 0 9000 0 6000 0 3000 0 2003 2004 2004 2005 2003 2004 2004 2005 French French IFRS IFRS French French IFRS IFRS GAAP GAAP GAAP GAAP Adjusted net operating income Adjusted fully-diluted earnings from business segments (M€) per share (€) Upstream Downstream Chemicals 11,902 20.33 8,792 8,957 14.68 15.05 6,973 11.56 2003 2004 2004 2005 2003 2004 2004 2005 French French IFRS IFRS French French IFRS IFRS GAAP GAAP GAAP GAAP Gross capital expenditures (M€) Dividend per share (€) Upstream Downstream Chemicals Holding 11,195 6.48 8,668 8,904 5.40 7,728 4.70 2003 2004 2004 2005 2003 2004 2005 French French IFRS IFRS GAAP GAAP TOTAL - Registration Document 2005 5 Key figures 1 Operating and market data UPSTREAM Return on average capital employed Liquids and gas production (ROACE) by region (kboe/d) Europe Africa North America Asia Rest of the World 27% 30 2,539 2,585 2,489 24% 24% 25 19% 20 15 10 5 0 2003 2004 2004 2005 2003 2004 2005 French French IFRS IFRS GAAP GAAP Net-debt-to-equity ratio Liquids and gas (at December 31) reserves