Consolidated Financial Statements for the year ended December 31, 2011
EXHIBIT 99.2
CONSOLIDATED STATEMENT OF INCOME
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, (M)(a) |
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Sales |
|
|
(Notes 4 & 5 |
) |
|
|
184,693 |
|
|
|
159,269 |
|
|
|
131,327 |
|
Excise taxes |
|
|
|
|
|
|
(18,143 |
) |
|
|
(18,793 |
) |
|
|
(19,174 |
) |
Revenues from sales |
|
|
|
|
|
|
166,550 |
|
|
|
140,476 |
|
|
|
112,153 |
|
Purchases net of inventory variation |
|
|
(Note 6 |
) |
|
|
(113,892 |
) |
|
|
(93,171 |
) |
|
|
(71,058 |
) |
Other operating expenses |
|
|
(Note 6 |
) |
|
|
(19,843 |
) |
|
|
(19,135 |
) |
|
|
(18,591 |
) |
Exploration costs |
|
|
(Note 6 |
) |
|
|
(1,019 |
) |
|
|
(864 |
) |
|
|
(698 |
) |
Depreciation, depletion and amortization of tangible assets and mineral interests |
|
|
|
|
|
|
(7,506 |
) |
|
|
(8,421 |
) |
|
|
(6,682 |
) |
Other income |
|
|
(Note 7 |
) |
|
|
1,946 |
|
|
|
1,396 |
|
|
|
314 |
|
Other expense |
|
|
(Note 7 |
) |
|
|
(1,247 |
) |
|
|
(900 |
) |
|
|
(600 |
) |
Financial interest on debt |
|
|
|
|
|
|
(713 |
) |
|
|
(465 |
) |
|
|
(530 |
) |
Financial income from marketable securities & cash equivalents |
|
|
|
|
|
|
273 |
|
|
|
131 |
|
|
|
132 |
|
Cost of net debt |
|
|
(Note 29 |
) |
|
|
(440 |
) |
|
|
(334 |
) |
|
|
(398 |
) |
Other financial income |
|
|
(Note 8 |
) |
|
|
609 |
|
|
|
442 |
|
|
|
643 |
|
Other financial expense |
|
|
(Note 8 |
) |
|
|
(429 |
) |
|
|
(407 |
) |
|
|
(345 |
) |
Equity in income (loss) of affiliates |
|
|
(Note 12 |
) |
|
|
1,925 |
|
|
|
1,953 |
|
|
|
1,642 |
|
Income taxes |
|
|
(Note 9 |
) |
|
|
(14,073 |
) |
|
|
(10,228 |
) |
|
|
(7,751 |
) |
Consolidated net income |
|
|
|
|
|
|
12,581 |
|
|
|
10,807 |
|
|
|
8,629 |
|
Group share |
|
|
|
|
|
|
12,276 |
|
|
|
10,571 |
|
|
|
8,447 |
|
Non-controlling interests |
|
|
|
|
|
|
305 |
|
|
|
236 |
|
|
|
182 |
|
Earnings per share
() |
|
|
|
|
|
|
5.46 |
|
|
|
4.73 |
|
|
|
3.79 |
|
Fully-diluted earnings per share
() |
|
|
|
|
|
|
5.44 |
|
|
|
4.71 |
|
|
|
3.78 |
|
(a) |
Except for per share amounts.
|
1
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Consolidated net income |
|
|
12,581 |
|
|
|
10,807 |
|
|
|
8,629 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment |
|
|
1,498 |
|
|
|
2,231 |
|
|
|
(244 |
) |
Available for sale financial assets |
|
|
337 |
|
|
|
(100 |
) |
|
|
38 |
|
Cash flow hedge |
|
|
(84 |
) |
|
|
(80 |
) |
|
|
128 |
|
Share of other comprehensive income of associates, net amount |
|
|
(15 |
) |
|
|
302 |
|
|
|
234 |
|
Other |
|
|
(2 |
) |
|
|
(7 |
) |
|
|
(5 |
) |
Tax effect |
|
|
(55 |
) |
|
|
28 |
|
|
|
(38 |
) |
Total other comprehensive income (net amount) (note 17) |
|
|
1,679 |
|
|
|
2,374 |
|
|
|
113 |
|
Comprehensive income |
|
|
14,260 |
|
|
|
13,181 |
|
|
|
8,742 |
|
Group share |
|
|
13,911 |
|
|
|
12,936 |
|
|
|
8,500 |
|
Non-controlling interests |
|
|
349 |
|
|
|
245 |
|
|
|
242 |
|
2
CONSOLIDATED BALANCE SHEET
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net |
|
|
(Notes 5 & 10 |
) |
|
|
12,413 |
|
|
|
8,917 |
|
|
|
7,514 |
|
Property, plant and equipment, net |
|
|
(Notes 5 & 11 |
) |
|
|
64,457 |
|
|
|
54,964 |
|
|
|
51,590 |
|
Equity affiliates: investments and loans |
|
|
(Note 12 |
) |
|
|
12,995 |
|
|
|
11,516 |
|
|
|
13,624 |
|
Other investments |
|
|
(Note 13 |
) |
|
|
3,674 |
|
|
|
4,590 |
|
|
|
1,162 |
|
Hedging instruments of non-current financial debt |
|
|
(Note 20 |
) |
|
|
1,976 |
|
|
|
1,870 |
|
|
|
1,025 |
|
Other non-current assets |
|
|
(Note 14 |
) |
|
|
4,871 |
|
|
|
3,655 |
|
|
|
3,081 |
|
Total non-current assets |
|
|
|
|
|
|
100,386 |
|
|
|
85,512 |
|
|
|
77,996 |
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories, net |
|
|
(Note 15 |
) |
|
|
18,122 |
|
|
|
15,600 |
|
|
|
13,867 |
|
Accounts receivable, net |
|
|
(Note 16 |
) |
|
|
20,049 |
|
|
|
18,159 |
|
|
|
15,719 |
|
Other current assets |
|
|
(Note 16 |
) |
|
|
10,767 |
|
|
|
7,483 |
|
|
|
8,198 |
|
Current financial assets |
|
|
(Note 20 |
) |
|
|
700 |
|
|
|
1,205 |
|
|
|
311 |
|
Cash and cash equivalents |
|
|
(Note 27 |
) |
|
|
14,025 |
|
|
|
14,489 |
|
|
|
11,662 |
|
Total current assets |
|
|
|
|
|
|
63,663 |
|
|
|
56,936 |
|
|
|
49,757 |
|
Assets classified as held for sale |
|
|
(Note 34 |
) |
|
|
|
|
|
|
1,270 |
|
|
|
|
|
Total assets |
|
|
|
|
|
|
164,049 |
|
|
|
143,718 |
|
|
|
127,753 |
|
LIABILITIES & SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
|
|
|
|
5,909 |
|
|
|
5,874 |
|
|
|
5,871 |
|
Paid-in surplus and retained earnings |
|
|
|
|
|
|
66,506 |
|
|
|
60,538 |
|
|
|
55,372 |
|
Currency translation adjustment |
|
|
|
|
|
|
(988 |
) |
|
|
(2,495 |
) |
|
|
(5,069 |
) |
Treasury shares |
|
|
|
|
|
|
(3,390 |
) |
|
|
(3,503 |
) |
|
|
(3,622 |
) |
Total shareholders equity Group share |
|
|
(Note 17 |
) |
|
|
68,037 |
|
|
|
60,414 |
|
|
|
52,552 |
|
Non-controlling interests |
|
|
|
|
|
|
1,352 |
|
|
|
857 |
|
|
|
987 |
|
Total shareholders equity |
|
|
|
|
|
|
69,389 |
|
|
|
61,271 |
|
|
|
53,539 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
(Note 9 |
) |
|
|
12,260 |
|
|
|
9,947 |
|
|
|
8,948 |
|
Employee benefits |
|
|
(Note 18 |
) |
|
|
2,232 |
|
|
|
2,171 |
|
|
|
2,040 |
|
Provisions and other non-current liabilities |
|
|
(Note 19 |
) |
|
|
10,909 |
|
|
|
9,098 |
|
|
|
9,381 |
|
Non-current financial debt |
|
|
(Note 20 |
) |
|
|
22,557 |
|
|
|
20,783 |
|
|
|
19,437 |
|
Total non-current liabilities |
|
|
|
|
|
|
47,958 |
|
|
|
41,999 |
|
|
|
39,806 |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
|
|
|
|
22,086 |
|
|
|
18,450 |
|
|
|
15,383 |
|
Other creditors and accrued liabilities |
|
|
(Note 21 |
) |
|
|
14,774 |
|
|
|
11,989 |
|
|
|
11,908 |
|
Current borrowings |
|
|
(Note 20 |
) |
|
|
9,675 |
|
|
|
9,653 |
|
|
|
6,994 |
|
Other current financial liabilities |
|
|
(Note 20 |
) |
|
|
167 |
|
|
|
159 |
|
|
|
123 |
|
Total current liabilities |
|
|
|
|
|
|
46,702 |
|
|
|
40,251 |
|
|
|
34,408 |
|
Liabilities directly associated with the assets classified as held for
sale |
|
|
(Note 34 |
) |
|
|
|
|
|
|
197 |
|
|
|
|
|
Total liabilities and shareholders equity |
|
|
|
|
|
|
164,049 |
|
|
|
143,718 |
|
|
|
127,753 |
|
3
CONSOLIDATED STATEMENT OF CASH FLOW
TOTAL
(Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
CASH FLOW FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income |
|
|
12,581 |
|
|
|
10,807 |
|
|
|
8,629 |
|
Depreciation, depletion and amortization |
|
|
8,628 |
|
|
|
9,117 |
|
|
|
7,107 |
|
Non-current liabilities, valuation allowances, and deferred taxes |
|
|
1,665 |
|
|
|
527 |
|
|
|
441 |
|
Impact of coverage of pension benefit plans |
|
|
|
|
|
|
(60 |
) |
|
|
|
|
(Gains) losses on disposals of assets |
|
|
(1,590 |
) |
|
|
(1,046 |
) |
|
|
(200 |
) |
Undistributed affiliates equity earnings |
|
|
(107 |
) |
|
|
(470 |
) |
|
|
(378 |
) |
(Increase) decrease in working capital |
|
|
(1,739 |
) |
|
|
(496 |
) |
|
|
(3,316 |
) |
Other changes, net |
|
|
98 |
|
|
|
114 |
|
|
|
77 |
|
Cash flow from operating activities |
|
|
19,536 |
|
|
|
18,493 |
|
|
|
12,360 |
|
CASH FLOW USED IN INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets and property, plant and equipment additions |
|
|
(17,950 |
) |
|
|
(13,812 |
) |
|
|
(11,849 |
) |
Acquisitions of subsidiaries, net of cash acquired |
|
|
(854 |
) |
|
|
(862 |
) |
|
|
(160 |
) |
Investments in equity affiliates and other securities |
|
|
(4,525 |
) |
|
|
(654 |
) |
|
|
(400 |
) |
Increase in non-current loans |
|
|
(1,212 |
) |
|
|
(945 |
) |
|
|
(940 |
) |
Total expenditures |
|
|
(24,541 |
) |
|
|
(16,273 |
) |
|
|
(13,349 |
) |
Proceeds from disposals of intangible assets and property, plant and equipment |
|
|
1,439 |
|
|
|
1,534 |
|
|
|
138 |
|
Proceeds from disposals of subsidiaries, net of cash sold |
|
|
575 |
|
|
|
310 |
|
|
|
|
|
Proceeds from disposals of non-current investments |
|
|
5,691 |
|
|
|
1,608 |
|
|
|
2,525 |
|
Repayment of non-current loans |
|
|
873 |
|
|
|
864 |
|
|
|
418 |
|
Total divestments |
|
|
8,578 |
|
|
|
4,316 |
|
|
|
3,081 |
|
Cash flow used in investing activities |
|
|
(15,963 |
) |
|
|
(11,957 |
) |
|
|
(10,268 |
) |
CASH FLOW USED IN FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance (repayment) of shares: |
|
|
|
|
|
|
|
|
|
|
|
|
Parent company shareholders |
|
|
481 |
|
|
|
41 |
|
|
|
41 |
|
Treasury shares |
|
|
|
|
|
|
49 |
|
|
|
22 |
|
Dividends paid: |
|
|
|
|
|
|
|
|
|
|
|
|
Parent company shareholders |
|
|
(5,140 |
) |
|
|
(5,098 |
) |
|
|
(5,086 |
) |
Non-controlling interests |
|
|
(172 |
) |
|
|
(152 |
) |
|
|
(189 |
) |
Other transactions with non-controlling interests |
|
|
(573 |
) |
|
|
(429 |
) |
|
|
|
|
Net issuance (repayment) of non-current debt |
|
|
4,069 |
|
|
|
3,789 |
|
|
|
5,522 |
|
Increase (decrease) in current borrowings |
|
|
(3,870 |
) |
|
|
(731 |
) |
|
|
(3,124 |
) |
Increase (decrease) in current financial assets and liabilities |
|
|
896 |
|
|
|
(817 |
) |
|
|
(54 |
) |
Cash flow used in financing activities |
|
|
(4,309 |
) |
|
|
(3,348 |
) |
|
|
(2,868 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
(736 |
) |
|
|
3,188 |
|
|
|
(776 |
) |
Effect of exchange rates |
|
|
272 |
|
|
|
(361 |
) |
|
|
117 |
|
Cash and cash equivalents at the beginning of the period |
|
|
14,489 |
|
|
|
11,662 |
|
|
|
12,321 |
|
Cash and cash equivalents at the end of the period |
|
|
14,025 |
|
|
|
14,489 |
|
|
|
11,662 |
|
4
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued |
|
|
Paid-in surplus and retained earnings |
|
|
Currency translation adjustment |
|
|
Treasury shares |
|
|
Shareholders equity - Group share |
|
|
Non-controlling interests |
|
|
Total shareholders equity |
|
(M) |
|
Number |
|
|
Amount |
|
|
|
|
Number |
|
|
Amount |
|
|
|
|
As of Janurary 1, 2009 |
|
|
2,371,808,074 |
|
|
|
5,930 |
|
|
|
52,947 |
|
|
|
(4,876 |
) |
|
|
(143,082,095 |
) |
|
|
(5,009 |
) |
|
|
48,992 |
|
|
|
958 |
|
|
|
49,950 |
|
Net income 2009 |
|
|
|
|
|
|
|
|
|
|
8,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,447 |
|
|
|
182 |
|
|
|
8,629 |
|
Other comprehensive income (Note 17) |
|
|
|
|
|
|
|
|
|
|
246 |
|
|
|
(193 |
) |
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
60 |
|
|
|
113 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
8,693 |
|
|
|
(193 |
) |
|
|
|
|
|
|
|
|
|
|
8,500 |
|
|
|
242 |
|
|
|
8,742 |
|
Dividend |
|
|
|
|
|
|
|
|
|
|
(5,086 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,086 |
) |
|
|
(189 |
) |
|
|
(5,275 |
) |
Issuance of common shares (Note 17) |
|
|
1,414,810 |
|
|
|
3 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
|
|
|
|
41 |
|
Purchase of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of treasury shares(a) |
|
|
|
|
|
|
|
|
|
|
(143 |
) |
|
|
|
|
|
|
2,874,905 |
|
|
|
165 |
|
|
|
22 |
|
|
|
|
|
|
|
22 |
|
Share-based payments (Note 25) |
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
|
|
|
|
106 |
|
Share cancellation (Note 17) |
|
|
(24,800,000 |
) |
|
|
(62 |
) |
|
|
(1,160 |
) |
|
|
|
|
|
|
24,800,000 |
|
|
|
1,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operations with non-controlling interests |
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
(24 |
) |
|
|
(47 |
) |
Other items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009 |
|
|
2,348,422,884 |
|
|
|
5,871 |
|
|
|
55,372 |
|
|
|
(5,069 |
) |
|
|
(115,407,190 |
) |
|
|
(3,622 |
) |
|
|
52,552 |
|
|
|
987 |
|
|
|
53,539 |
|
Net income 2010 |
|
|
|
|
|
|
|
|
|
|
10,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,571 |
|
|
|
236 |
|
|
|
10,807 |
|
Other comprehensive income (Note 17) |
|
|
|
|
|
|
|
|
|
|
(216 |
) |
|
|
2,581 |
|
|
|
|
|
|
|
|
|
|
|
2,365 |
|
|
|
9 |
|
|
|
2,374 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
10,355 |
|
|
|
2,581 |
|
|
|
|
|
|
|
|
|
|
|
12,936 |
|
|
|
245 |
|
|
|
13,181 |
|
Dividend |
|
|
|
|
|
|
|
|
|
|
(5,098 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,098 |
) |
|
|
(152 |
) |
|
|
(5,250 |
) |
Issuance of common shares (Note 17) |
|
|
1,218,047 |
|
|
|
3 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
|
|
|
|
41 |
|
Purchase of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of treasury shares(a) |
|
|
|
|
|
|
|
|
|
|
(70 |
) |
|
|
|
|
|
|
2,919,511 |
|
|
|
119 |
|
|
|
49 |
|
|
|
|
|
|
|
49 |
|
Share-based payments (Note 25) |
|
|
|
|
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
140 |
|
Share cancellation (Note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operations with non-controlling interests |
|
|
|
|
|
|
|
|
|
|
(199 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
(206 |
) |
|
|
(223 |
) |
|
|
(429 |
) |
Other items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010 |
|
|
2,349,640,931 |
|
|
|
5,874 |
|
|
|
60,538 |
|
|
|
(2,495 |
) |
|
|
(112,487,679 |
) |
|
|
(3,503 |
) |
|
|
60,414 |
|
|
|
857 |
|
|
|
61,271 |
|
Net income 2011 |
|
|
|
|
|
|
|
|
|
|
12,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,276 |
|
|
|
305 |
|
|
|
12,581 |
|
Other comprehensive income (Note 17) |
|
|
|
|
|
|
|
|
|
|
231 |
|
|
|
1,404 |
|
|
|
|
|
|
|
|
|
|
|
1,635 |
|
|
|
44 |
|
|
|
1,679 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
12,507 |
|
|
|
1,404 |
|
|
|
|
|
|
|
|
|
|
|
13,911 |
|
|
|
349 |
|
|
|
14,260 |
|
Dividend |
|
|
|
|
|
|
|
|
|
|
(6,457 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,457 |
) |
|
|
(172 |
) |
|
|
(6,629 |
) |
Issuance of common shares (Note 17) |
|
|
14,126,382 |
|
|
|
35 |
|
|
|
446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
481 |
|
|
|
|
|
|
|
481 |
|
Purchase of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of treasury shares(a) |
|
|
|
|
|
|
|
|
|
|
(113 |
) |
|
|
|
|
|
|
2,933,506 |
|
|
|
113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments (Note 25) |
|
|
|
|
|
|
|
|
|
|
161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
161 |
|
|
|
|
|
|
|
161 |
|
Share cancellation (Note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operations with non-controlling interests |
|
|
|
|
|
|
|
|
|
|
(553 |
) |
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
(450 |
) |
|
|
(123 |
) |
|
|
(573 |
) |
Other items |
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
441 |
|
|
|
418 |
|
As of December 31, 2011 |
|
|
2,363,767,313 |
|
|
|
5,909 |
|
|
|
66,506 |
|
|
|
(988 |
) |
|
|
(109,554,173 |
) |
|
|
(3,390 |
) |
|
|
68,037 |
|
|
|
1,352 |
|
|
|
69,389 |
|
(a) |
Treasury shares related to the stock option purchase plans and restricted stock grants. |
5
TOTAL
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
On February 9, 2012, the Board of Directors established and authorized the publication of the Consolidated
Financial Statements of TOTAL S.A. for the year ended December 31, 2011, which will be submitted for approval to the shareholders meeting to be held on May 11, 2012.
INTRODUCTION
The Consolidated Financial Statements of TOTAL S.A. and its subsidiaries (the
Group) are presented in Euros 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,
2011.
The accounting principles applied in the Consolidated Financial Statements as of December 31, 2011 were the same as those that were used as
of December 31, 2010 except for amendments and interpretations of IFRS which were mandatory for the periods beginning after January 1, 2011 (and not early adopted). Their adoption has no material impact on the Consolidated Financial
Statements as of December 31, 2011.
The preparation of financial statements in accordance with IFRS requires the management to make estimates and
assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of preparation of the financial statements and reported income and expenses for the period. The management reviews these estimates and
assumptions on an ongoing basis, by reference to past experience and various other factors considered as reasonable which form the basis for assessing the carrying amount of assets and liabilities. Actual results may differ significantly from these
estimates, if different assumptions or circumstances apply. These judgments and estimates relate principally to the application of the successful efforts method for the oil and gas accounting, the valuation of long-lived assets, the provisions for
asset retirement obligations and environmental remediation, the pensions and post-retirements benefits and the income tax computation.
Furthermore,
where 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 will lead to relevant and reliable information, so that the financial statements:
|
|
give a true and fair view of the Groups financial position, financial performance and cash flows; |
|
|
reflect the substance of transactions; |
|
|
are prepared on a prudent basis; and |
|
|
are complete in all material aspects. |
1)
ACCOUNTING POLICIES
Pursuant to the accrual basis of accounting followed by the Group, the financial statements reflect the effects of
transactions and other events when they occur. Assets and liabilities such as property, plant and equipment and intangible assets are usually measured at amortized cost. Assets and liabilities are measured at fair value when required by the
standards.
Accounting policies used by the Group are described below:
A) |
|
PRINCIPLES OF CONSOLIDATION |
Subsidiaries that are directly controlled by the parent company or indirectly controlled by other consolidated subsidiaries are fully consolidated.
Investments in jointly-controlled entities are consolidated under the equity method. The Group accounts for jointly-controlled operations and jointly-controlled
assets by recognising 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 significant intercompany balances,
transactions and income are eliminated.
6
Business
combinations are accounted for using the acquisition method. This method implies the recognition of the acquired identifiable assets, assumed liabilities and any non-controlling interests in the companies acquired by the Group at their fair value.
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. Any residual badwill is recorded as income.
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.
The purchase price allocation is finalized within one year from the acquisition date.
Non-monetary contributions by
venturers to a jointly-controlled entity in exchange for an equity interest in the jointly-controlled entity are accounted for by applying guidance provided in SIC 13 Jointly Controlled Entities Non-Monetary Contributions by
Venturers. A gain or loss on disposal of the previously held investment is recorded up to the share of the co-venturer in the jointly controlled entity.
C) |
|
FOREIGN CURRENCY TRANSLATION |
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.
(i) |
Monetary transactions |
Transactions denominated in foreign
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 denominated in foreign currencies |
Assets and liabilities of foreign entities are translated into euros 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.
D) |
|
SALES AND REVENUES FROM SALES |
Sales
figures 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.
Revenues from sales are recognized when the
significant risks and rewards of ownership have been passed to the buyer and when the amount is recoverable and can be reasonably measured.
Revenues
from sales of crude oil, natural gas and coal 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 volumes sold during the period. Any difference between volumes sold and entitlement volumes, based on the
Group net working interest, is recognized as Crude oil and natural gas inventories or Other current assets or Other creditors and accrued liabilities, as appropriate.
Quantities delivered that represent production royalties and taxes, when paid in cash, are included in oil and gas sales, except for the United States and Canada.
Certain transactions within the trading activities (contracts involving quantities that are purchased to 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.
Revenues from services are recognized when
the services have been rendered.
7
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.
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.
The Group may
grant employees stock options, create employee share purchase 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 fair value of the options is calculated using the
Black-Scholes model at the grant date. The expense is recognized on a straight-line basis between the grant date and vesting date.
For restricted share
plans, the expense is calculated using the market price at the grant date after deducting the expected distribution rate during the vesting period.
The
cost of employee-reserved capital increases is immediately expensed. A discount reduces the expense in order to account for the nontransferability of the shares awarded to the employees over a period of five years.
Income taxes disclosed
in the statement of income include the current tax expenses and the deferred tax expenses.
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 assets are recognized when future recovery is probable.
Asset retirement obligations and finance leases give rise to the recognition of assets and liabilities for accounting purposes as described in paragraph K
Leases and paragraph Q Asset retirement obligations of this Note. Deferred income taxes resulting from temporary differences between the carrying amounts and tax bases of such assets and liabilities are recognized.
Deferred tax liabilities 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 the gain or loss upon disposal of these investments).
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) and TOTAL shares held by the Group subsidiaries 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., and TOTAL shares held by the Group subsidiaries 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 stock options, 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.
H) OIL AND GAS EXPLORATION AND PRODUCING
PROPERTIES AND MINING ACTIVITY
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.
8
Geological and geophysical costs,
including seismic surveys for exploration purposes are expensed as incurred.
Mineral interests are capitalized as intangible assets when acquired. These
acquired interests are tested for impairment on a regular basis, property-by-property, based on the results of the exploratory activity and the managements 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 dry exploratory wells and wells that have not found proved reserves are charged to expense; |
|
|
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 its completion as a producing well, if appropriate, 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 expense.
(ii) |
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 usually equal to the ratio of oil and gas production for the
period to proved developed reserves (unit-of-production method).
With respect to production sharing contracts, this computation 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) as well as the sharing of hydrocarbon rights
(profit oil).
Transportation assets are depreciated using the unit-of-production method based on throughput or by using the straight-line method
whichever best reflects the economic life of the asset.
Proved mineral interests are depreciated using the unit-of-production method based on proved
reserves.
Before an assessment can be made on the
existence of resources, exploration costs, including studies and core drilling campaigns as a whole, are expensed.
When the assessment concludes that
resources exist, the costs engaged subsequently to this assessment are capitalized temporarily while waiting for the field final development decision, if a positive decision is highly probable. Otherwise, these costs are expensed.
Once the development decision is taken, the predevelopment costs capitalized temporarily are integrated with the cost of development and depreciated from the start
of production at the same pace than development assets.
Mining development costs include the initial stripping costs and all costs incurred to access
resources, and particularly the costs of:
|
|
Surface infrastructures; |
|
|
Machinery and mobile equipment which are significantly costly; |
|
|
Utilities and off-sites. |
These costs are
capitalized and depreciated either on a straight line basis or depleted using the UOP method from the start of production.
I) GOODWILL AND OTHER INTANGIBLE ASSETS EXCLUDING MINERAL INTERESTS
Other intangible
assets include goodwill, patents, trademarks, and lease rights.
9
Intangible assets are carried at cost, after deducting any accumulated depreciation and accumulated impairment
losses.
Guidance for calculating goodwill is presented in Note 1 paragraph B to the Consolidated Financial Statements. Goodwill is not amortized but is
tested for impairment annually or as soon as there is any indication of impairment (see Note 1 paragraph L to the Consolidated Financial Statements).
In
equity affiliates, goodwill is included in the investment book value.
Other intangible assets (except goodwill) have a finite useful life and are
amortized on a straight-line basis over 3 to 20 years depending on the useful life of the assets.
Research and development
Research costs are charged to expense as incurred.
Development expenses are capitalized when the following can be demonstrated:
|
|
the technical feasibility of the project and the availability of the adequate resources for the completion of the intangible asset; |
|
|
the ability of the asset to generate probable future economic benefits; |
|
|
the ability to measure reliably the expenditures attributable to the asset; and |
|
|
the feasibility and intention of the Group to complete the intangible asset and use or sell it. |
Advertising costs are charged to expense as incurred.
J) |
|
OTHER PROPERTY, PLANT AND EQUIPMENT |
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 Groups debt, the capitalization of borrowing costs is based on the weighted average borrowing cost for the period.
|
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 equipments |
|
|
5-20 years |
|
Storage tanks and related equipment |
|
|
10-15 years |
|
Specialized complex installations and pipelines |
|
|
10-30 years |
|
Buildings |
|
|
10-50 years |
|
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.
L) |
|
IMPAIRMENT OF LONG-LIVED ASSETS |
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 cash-generating unit is a homogeneous group 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, based upon the managements
expectation of future economic and operating conditions. When this value is less than the carrying amount of the CGU, an impairment loss is
10
recorded. It is allocated first to goodwill in counterpart of Other expenses. These impairment losses are then allocated to Depreciation, depletion and amortization of tangible
assets and mineral interests for property, plant and mineral interests and to Other expenses for other intangible assets.
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.
M) |
|
FINANCIAL ASSETS AND LIABILITIES |
Financial assets and liabilities are financial loans and receivables, investments in non-consolidated companies, publicly traded equity securities, derivatives
instruments and current and non-current financial liabilities.
The accounting treatment of these financial assets and liabilities is as follows:
(i) |
Loans and receivables |
Financial loans and receivables are
recognized at amortized cost. They are tested for impairment, by comparing the carrying amount of the assets to estimates of the discounted future recoverable cash flows. These tests are conducted as soon as there is any evidence that their fair
value is less than their carrying amount, and at least annually. Any impairment loss is recorded in the statement of income.
These assets are classified as financial
assets available for sale and therefore measured at their fair value. For listed securities, this fair value is equal to the market price. For unlisted securities, if the fair value is not reliably determinable, securities are recorded at their
historical value. Changes in fair value are recorded in shareholders equity. If there is any evidence of a significant or long-lasting impairment loss, a loss is recorded in the Statement of Income. This impairment is reversed in the statement
of income only when the securities are sold.
(iii) |
Derivative instruments |
The Group uses derivative instruments
to manage its exposure to risks of changes in interest rates, foreign exchange rates and commodity prices. Changes in fair value of derivative instruments are recognized in the statement of income or in shareholders equity and are recognized
in the balance sheet in the accounts corresponding to their nature, according to the risk management strategy described in Note 31 to the
Consolidated Financial Statements. The derivative instruments used by the Group are the following:
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.
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:
|
i. |
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. |
The fair value
of those hedging instruments of long-term financing is included in the assets under Hedging instruments on non-current financial debt or in the 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. |
|
ii. |
Cash flow hedge of the currency risk of the external debt. Changes in fair value are recorded in equity for the effective portion of the hedging and in the
statement of income for the ineffective portion of the hedging. Amounts recorded in
|
11
|
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 the assets under Hedging instruments on non-current financial debt or in the 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.
If the hedging instrument expires, is sold or terminated by anticipation, gains or losses previously recognized in equity remain in equity.
Amounts are recycled in the income statement only when the hedged transaction affects profit or loss.
|
|
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. Changes in fair value are recorded in shareholders equity.
The fair value of these instruments is recorded under
Current financial assets or Other current financial liabilities.
|
|
Financial instruments related to commodity contracts |
Financial instruments related to commodity contracts, including crude oil, petroleum products, gas, power and coal 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 Groups 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.
Detailed information about derivatives
positions is disclosed in Notes 20, 28, 29, 30 and 31 to the Consolidated Financial Statements.
(iv) |
Current and non-current financial liabilities |
Current and
non-current financial liabilities (excluding derivatives) are recognized at amortized cost, except those
for which a hedge accounting can be applied as described in the previous paragraph.
(v) |
Fair value of financial instruments |
Fair values are
estimated for the majority of the Groups financial instruments, with the exception of publicly traded equity securities and marketable securities for which the market price is used.
Estimated fair values, 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 methods used are as follows:
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 zero coupon interest rate curves existing at year-end.
|
|
Financial instruments related to commodity contracts |
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 are 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.
|
|
Other financial instruments |
The fair value of the interest rate swaps and of FRA (Forward Rate Agreement) are calculated by discounting future cash flows on the basis of zero coupon interest rate 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
negociated
12
forward rates with the rates in effect on the financial markets at year-end for similar maturities.
Exchange options are valued based on the Garman-Kohlhagen model including market quotations at year-end.
IFRS 7 Financial instruments: disclosures, amended in 2009, introduces a fair value hierarchy for financial instruments and proposes the following three-level classification :
|
|
|
level 1: quotations for assets and liabilities (identical to the ones that are being valued) obtained at the valuation date on an active market to which the
entity has access; |
|
|
|
level 2: the entry data are observable data but do not correspond to quotations for identical assets or liabilities; |
|
|
|
level 3: the entry data are not observable data. For example: these data come from extrapolation. This level applies when there is no market or observable data
and the company has to use its own hypotheses to estimate the data that other market players would have used to determine the fair value of the asset. |
Fair value hierarchy is disclosed in Notes 29 and 30 to the Consolidated Financial Statements.
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 and other inventories are measured using the
weighted-average cost method.
Downstream (Refining Marketing)
Petroleum product inventories are mainly comprised of crude oil and refined products. Refined products principally consist of gasoline, kerosene, diesel, fuel oil and heating oil produced by the Groups
refineries. The turnover of petroleum products does not exceed two months on average.
Crude oil costs include raw material and receiving costs. Refining
costs principally include the crude oil costs, production costs (energy, labor, depreciation of producing assets) and allocation of production overhead (taxes, maintenance, insurance, etc.). Start-up costs and general administrative costs are
excluded from the cost price of refined products.
Chemicals
Costs of chemical products inventories consist of raw material costs, direct labor costs and an allocation of production overhead. Start-up costs and general administrative costs are excluded from the cost of
inventories of chemicals products.
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.
P) |
|
PROVISIONS AND OTHER NON-CURRENT LIABILITIES |
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.
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.
Q) |
|
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.
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. The increase of the provision due to the passage of time is recognized as Other financial expense.
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.
13
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.
For defined contribution
plans, expenses correspond to the contributions paid.
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.
The Group applies the corridor method to amortize its actuarial gains and losses. This method amortizes the net cumulative actuarial gains and losses that exceed
10% of the greater of the present value of the defined benefit obligation and the fair value of plan assets at the opening balance sheet date, over the average expected remaining working lives of the employees participating in the plan.
In case of a change in or creation of a plan, the vested portion of the cost of past services is recorded immediately in the statement of income, and the unvested
past service cost is amortized over the vesting period.
The net periodic pension cost is recognized under Other operating expenses.
S) |
|
CONSOLIDATED STATEMENT OF CASH FLOWS |
The Consolidated Statement of Cash Flows prepared in foreign currencies has been translated into euros 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 euros 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.
Cash and cash equivalents
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.
Non-current financial debt
Changes in non-current financial debt are presented as the net variation to reflect significant changes mainly related to revolving credit agreements.
T) |
|
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 of emission rights restoration 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 restored. |
|
|
If emission rights to be delivered at the end of the compliance period are higher than emission rights (allocated and purchased) booked 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. |
U) |
|
NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS |
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.
14
Net income from discontinued operations is presented separately on the face of the statement of income. Therefore,
the notes to the Consolidated Financial Statements related to the statement of income only refer to continuing operations.
A discontinued operation is a
component of the Group for which cash flows are independent. It represents a major line of business or geographical area of operations which has been disposed of or is currently being held for sale.
V) |
|
ALTERNATIVE IFRS METHODS |
For
measuring and recognizing assets and liabilities, the following choices among alternative methods allowable under IFRS have been made:
|
|
property, plant and equipment, and intangible assets are measured using historical cost model instead of revaluation model; |
|
|
actuarial gains and losses on pension and other post-employment benefit obligations are recognized according to the corridor method (see Note 1 paragraph
R to the Consolidated Financial Statements); |
|
|
jointly-controlled entities are consolidated under the equity method, as provided for in the alternative method of IAS 31 Interests in joint
ventures. |
W) NEW ACCOUNTING PRINCIPLES NOT YET IN EFFECT
The standards or interpretations published respectively by the International Accounting Standards Board (IASB) and the International Financial
Reporting Interpretations Committee (IFRIC) which were not yet in effect and not adopted by the European Union at December 31, 2011, are as follows:
|
|
In November 2009, the IASB issued standard IFRS 9 Financial Instruments that introduces new requirements for the classification and
measurement of financial assets, and included in October 2010 requirements regarding classification and measurement of financial liabilities. This standard shall be completed with texts on impairment and hedge accounting. Under standard IFRS 9,
financial assets and liabilities are generally measured either at fair value through profit or loss or at amortised cost if certain conditions are met. The standard should be applicable for annual periods starting on or after
January 1, 2015. The application of the standard as published in 2010 should not have any material effect on the Groups consolidated balance sheet, statement of income and shareholders equity.
|
|
|
In May 2011, the IASB issued a package of standards on consolidation : standard IFRS 10 Consolidated financial statements, standard IFRS 11
Joint arrangements, standard IFRS 12 Disclosure of interests in other entities, revised standard IAS 27 Separate financial statements and revised standard IAS 28 Investments in associates and joint
ventures. These standards are applicable for annual periods beginning on or after January 1, 2013. The impact of the application of these standards is currently assessed by the Group. |
|
|
In June 2011, the IASB issued revised standard IAS 19 Employee benefits, which leads in particular to the full recognition of the net position
in respect of employee benefits obligations (liabilities net of assets) in the balance sheet, to the elimination of the corridor approach currently used by the Group and to the obligation to evaluate the expected return on plan assets on a normative
basis (via the discount rate used to value the debt). This standard is applicable for annual periods beginning on or after January 1, 2013. The impact of the application of this standard is currently assessed by the Group.
|
|
|
In addition, the IASB published in May 2011 standard IFRS 13 Fair value measurement, applicable for annual periods beginning on or after
January 1, 2013, and in June 2011 revised standard IAS 1 Presentation of financial statements, applicable for annual periods beginning on or after July 1, 2012. The application of these standards should not have any material
effect on the Groups consolidated balance sheet, statement of income and shareholders equity. |
2) MAIN INDICATORS INFORMATION BY BUSINESS SEGMENT
Performance indicators excluding the
adjustment items, such as adjusted operating income, adjusted net operating income, and adjusted net income are meant to facilitate the analysis of the financial performance and the comparison of income between periods.
Adjustment items
The detail of these
adjustment items is presented in Note 4 to the Consolidated Financial Statements.
Adjustment items include :
Due to their unusual nature or
particular significance, certain transactions qualified as special items are excluded from the business segment figures. In general,
15
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 Downstream and Chemicals 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 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.
(iii) |
Effect of changes in fair value |
As from
January 1, 2011, the effect of changes in fair value presented as adjustment item reflects for some transactions differences between internal measure of performance used by TOTALs 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 Groups internal economic performance. IFRS precludes recognition of this fair
value effect.
(iv) |
Until June 30, 2010, TOTALs equity share of adjustment items reconciling Business net income to Net income attributable to equity holders of Sanofi
(see Note 3, paragraph on the sales of Sanofi shares and loss of significant influence over Sanofi) |
Main
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 amortization.
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 are interest expenses related to net financial debt, after applicable
income taxes (net cost of net debt) and non-controlling interests.
Operating income, net operating
income, or net income excluding the effect of adjustment items described above.
(iv) |
Fully-diluted adjusted earnings per share |
Adjusted
net income divided by the fully-diluted weighted-average number of common shares.
Non-current assets and working
capital, at replacement cost, net of deferred income taxes and non-current liabilities.
(vi) |
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.
(vii) |
ROE (Return on Equity) |
Ratio of adjusted consolidated
net income to average adjusted shareholders equity (after distribution) between the beginning and the end of the period.
Non-current debt, including current portion,
current borrowings, other current financial liabilities less cash and cash equivalents and other current financial assets.
16
3) |
|
CHANGES IN THE GROUP STRUCTURE, MAIN ACQUISITIONS AND DIVESTMENTS |
During 2011, 2010 and 2009, main changes in the Group structure and main acquisitions and divestments were as follows:
2011
|
|
|
TOTAL finalized in March 2011 the acquisition from Santos of an additional 7.5% interest in Australias GLNG project. This increases TOTALs overall
stake in the project to 27.5%. |
The acquisition cost amounts to
202 million ($281 million) and mainly corresponds to the value of mineral interests that have been recognized as intangible assets
in the consolidated balance sheet for 227 million.
|
|
|
In March 2011, Total E&P Canada Ltd., a TOTAL subsidiary, and Suncor Energy Inc. (Suncor) have finalized a strategic oil sands alliance encompassing the
Suncor-operated Fort Hills mining project, the TOTAL-operated Joslyn mining project and the Suncor-operated Voyageur upgrader project. All three assets are located in the Athabasca region of the province of Alberta, in Canada.
|
TOTAL acquired 19.2% of Suncors interest in the Fort Hills project, increasing TOTALs overall interest
in the project to 39.2%. Suncor, as operator, holds 40.8%. TOTAL also acquired a 49% stake in the Suncor-operated Voyageur upgrader project. For those two acquisitions, the Group paid 1,937 million (CAD 2,666 million) mainly representing the value of intangible assets for
474 million and the value of tangible assets for 1,550 million.
Furthermore, TOTAL sold to Suncor 36.75% interest in the Joslyn project for 612 million (CAD 842 million). The Group, as operator, retains a 38.25% interest in the project.
|
|
|
TOTAL finalized in April 2011 the sale of its 75.8% interest in its upstream Cameroonian affiliate Total E&P Cameroun to Perenco, for an amount of 172 million ($247 million), net of cash sold.
|
|
|
|
TOTAL and the Russian company Novatek signed in March 2011 two Memorandums of Cooperation to develop the cooperation between TOTAL on one side, and Novatek and
its main shareholders on the other side. |
This cooperation is developed around the two following axes:
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|
|
In April 2011, TOTAL took a 12.09% shareholding in Novatek for an amount of 2,901 million ($4,108 million). In December 2011, TOTAL finalized the acquisition of an additional 2% interest in Novatek for an amount of
596 million ($796 million), increasing TOTALs overall interest in Novatek to 14.09%. TOTAL considers that it has a significant
influence especially through its representation on the Board of Directors of Novatek and its participation in the major Yamal LNG project. Therefore, the interest in Novatek has been accounted for by the equity method since the second quarter of
2011. |
|
|
|
In October 2011, TOTAL finalized the acquisition of a 20% interest in the Yamal LNG project and has become Novateks partner in this project.
|
|
|
|
After the all-cash tender of $23.25 per share launched on April 28, 2011 and completed on June 21, 2011, TOTAL has acquired a 60% stake in SunPower
Corp., a U.S. company listed on Nasdaq with headquarters in San Jose (California), one of the most established players in the American solar industry. Shares of SunPower Corp. continue to be traded on the Nasdaq. |
The acquisition cost, whose cash payment occurred on June 21, 2011, amounts to
974 million ($1,394 million). In accordance with revised IFRS 3, TOTAL is currently assessing the fair value of identifiable
acquired assets, liabilities and contingent liabilities. Based on available information, provisional fair value of net assets acquired at 100% amounts to $1,512 million.
Given the estimated fair value of instruments that are likely to confer rights to non-controlling interests, provisional goodwill amounts to $533 million. This goodwill must be allocated within twelve months from
the acquisition date.
17
Provisional allocation of the acquisition price and the amount of non-controlling interests at the
acquisition date are as follows:
|
|
|
|
|
|
|
|
|
(M$) |
|
Fair value at the acquisition date |
|
|
|
|
Intangible assets |
|
|
465 |
|
|
|
|
|
Tangible assets |
|
|
589 |
|
|
|
|
|
Accounts receivable, net |
|
|
396 |
|
|
|
|
|
Other current assets |
|
|
223 |
|
|
|
|
|
Other capital employed |
|
|
292 |
|
|
|
|
|
Net debt |
|
|
(453 |
) |
|
|
|
|
Net assets of SunPower (100%) as of June 21, 2011 |
|
|
1,512 |
|
|
|
|
|
Share attributable at 100% to non-controlling interests |
|
|
(76 |
) |
|
|
|
|
Net assets of SunPower (100%) as of June 21, 2011 to share |
|
|
1,436 |
|
|
|
|
|
Group share 60% |
|
|
|
|
|
|
861 |
|
Goodwill |
|
|
|
|
|
|
533 |
|
Acquisition cost of SunPowers shares |
|
|
|
|
|
|
1,394 |
|
Non-controlling interests (40%) |
|
|
|
|
|
|
575 |
|
Reinclusion of the share attributable at 100% to non-controlling interests |
|
|
|
|
|
|
76 |
|
Non-controlling interests as of June 21, 2011 |
|
|
|
|
|
|
651 |
|
Since the acquisition date, sales and net income Group share (before impairment of goodwill)
realized by SunPower amount respectively to $1,447 million and $(56) million. The goodwill arising from the acquisition of SunPower has been impaired in 2011 (see Note 4E to the Consolidated Financial Statements).
Acquisition-related costs recognized in the statement of income for the period amount to
9 million.
As part of
the transaction, various agreements were signed, including a financial guarantee agreement through which TOTAL guarantees up to $1 billion SunPowers repayments obligations under letters of credit that would be issued during the next five years
for the development of solar power plants and large roofs activities. Furthermore, SunPowers off-balance sheet commitments and contractual obligations are now included in TOTALs notes to the Consolidated Financial Statements (see Note 23
to the Consolidated Financial Statements).
|
|
|
TOTAL finalized in July 2011 the sale of 10% of its interest in the Colombian pipeline OCENSA. The Group still holds a 5.2% interest in this asset.
|
|
|
|
TOTAL finalized in September 2011 the acquisition of Esso Italianas interests respectively in the Gorgoglione concession (25% interest), which contains the
Tempa Rossa field, and in two exploration licenses located in the same area (51.7% for each one). The acquisition increases TOTALs interest in the operated Tempa Rossa field to 75%.
|
|
|
|
TOTAL finalized in December 2011 the sale to Silex Gas Norway AS, a wholly owned subsidiary of Allianz, of its entire stake in Gassled (6.4%) and related
entities for an amount of 477 million (NOK 3.7 billion). |
|
|
|
Total E&P USA Inc. signed in December 2011 an agreement to enter into a Joint Venture with Chesapeake Exploration L.L.C., a subsidiary of Chesapeake Energy
Corporation, and its partner EnerVest Ltd. Under the terms of this agreement, TOTAL acquired a 25% share in Chesapeakes and EnerVests liquids-rich area of the Utica shale play. TOTAL paid to Chesapeake and EnerVest 500 million ($696 million) in cash for the acquisition of these assets. TOTAL will also be committed to pay additional amounts up to $1.63
billion over a maximum period of 7 years in the form of a 60% carry of Chesapeake and EnerVests future capital expenditures on drilling and completion of wells within the Joint Venture. Furthermore, TOTAL will also acquire a 25% share in any
new acreage which will be acquired by Chesapeake in the liquids-rich area of the Utica shale play. |
|
|
|
TOTAL and International Petroleum Investment Company (a company wholly-owned by the Government of Abu Dhabi) entered into an agreement on February 15, 2011
for the sale, to International Petroleum Investment Company (IPIC), of the 48.83% equity interest held by TOTAL in the share capital of CEPSA, to be completed within the framework of a public tender
|
18
|
|
offer being launched by IPIC for all the CEPSA shares not yet held by IPIC, at a unit purchase price of 28 per CEPSA share. TOTAL sold to IPIC all of its equity interest in CEPSA and received, as of July 29, 2011, an amount of 3,659 million. |
|
|
|
TOTAL finalized in October 2011 the sale of most of its Marketing assets in the United Kingdom, the Channel Islands and the Isle of Man, to Rontec Investments
LLP, a consortium led by Snax 24, one of the leading independent forecourt operators in the United Kingdom, for an amount of
424 million (£368 million). |
|
|
|
TOTAL finalized in July 2011 the sale of its photocure and coatings resins businesses to Arkema for an amount of
520 million, net of cash sold. |
2010
|
|
|
Total E&P Canada Ltd., a TOTAL subsidiary, signed in July 2010 an agreement with UTS Energy Corporation (UTS) to acquire UTS Corporation with its main asset,
a 20% interest in the Fort Hills mining project in the Athabasca region of the Canadian province of Alberta. |
Total
E&P Canada completed on September 30, 2010 the acquisition of all UTS shares for a cash amount of 3.08 Canadian dollars per share. Taking into account the cash held by UTS and acquired by TOTAL (232 million), the cost of the acquisition for TOTAL amounted to 862 million. This amount mainly represented the value of mineral interests that have been recognized as intangible assets in the consolidated balance sheet for 646 million and the value of tangible assets that have been recognized in the consolidated balance sheet for 217 million.
|
|
|
TOTAL completed in September 2010 an agreement for the sale to BP and Hess of its interests in the Valhall (15.72%) and Hod (25%) fields, in the
Norwegian North Sea, for an amount of 800 million. |
|
|
|
TOTAL signed in September 2010 an agreement with Santos and Petronas to acquire a 20% interest in the GLNG project in Australia. Upon completion of this
transaction finalised in October 2010, the project brought together Santos (45%, operator), Petronas (35%) and TOTAL (20%).
|
The acquisition cost amounted to 566 million and it mainly represented the value of mineral interests that have been recognized as intangible assets in the consolidated balance sheet for
617 million.
In
addition, TOTAL announced in December 2010 the signature of an agreement to acquire an additional 7.5% interest in this project.
|
|
|
TOTAL sold in December 2010 its 5% interest in Block 31, located in the Angolan ultra deep offshore, to the company China Sonangol International Holding Limited.
|
|
|
|
TOTAL and ERG announced in January 2010 that they signed an agreement to create a joint venture, named TotalErg, by contribution of the major part of their
activities in the refining and marketing business in Italy. TotalErg has been operational since October 1st, 2010. The shareholder pact calls for joint governance as
well as operating independence for the new entity. TOTALs interest in TotalErg is 49% and is accounted for by the equity method (see Note 12 to the Consolidated Financial Statements). |
|
|
|
TOTAL closed on April 1, 2010 the sale of its consumer specialty chemicals business, Mapa Spontex, to U.S.-based Jarden Corporation for an enterprise value
of 335 million. |
|
|
|
On March 24, 2010, TOTAL S.A. filed a public tender offer followed by a squeeze out with the French Autorité des Marchés Financiers (AMF) in
order to buy the 1,468,725 Elf Aquitaine shares that it did not already hold, representing 0.52% of Elf Aquitaines share capital and 0.27% of its voting rights, at a price of 305 per share (including the remaining 2009 dividend). On April 13, 2010, the French Autorité des marchés financiers (AMF) issued its clearance decision for this offer.
|
The public tender offer was open from April 16 to April 29, 2010 inclusive. The Elf Aquitaine shares
targeted by the offer which were not tendered to the offer have been transferred to TOTAL S.A. under the squeeze out upon payment to the shareholders equal to the offer price on the first trading day after the offer closing date, i.e. on
April 30, 2010.
19
On April 30, 2010, TOTAL S.A. announced that, following the squeeze out, it held 100% of Elf
Aquitaine shares, with the transaction amounting to 450 million.
In application of revised standard IAS 27 Consolidated and Separate Financial Statements, effective for annual periods beginning on or
after January 1, 2010, transactions with non-controlling interests are accounted for as equity transactions, i.e. in consolidated shareholders equity.
As a consequence, following the squeeze out of the Elf Aquitaine shares by TOTAL S.A., the difference between the consideration paid and the book value of non-controlling interests acquired was recognized directly
as a decrease in equity.
|
|
|
During 2010, TOTAL progressively sold 1.88% of Sanofis share capital, thus reducing its interest to 5.51%. |
As from July 1, 2010, given its reduced representation on the Board of Directors and the decrease in the percentage of voting rights, TOTAL
ceased to have a significant influence over Sanofi-Aventis and no longer consolidated this investment under the equity method. The investment in Sanofi is accounted for as a financial asset available for sale in the line Other
investments of the consolidated balance sheet at its fair value, i.e. at the stock price.
Net income as of December 31,
2010 included a 135 million gain relating to this change in the accounting treatment.
2009
|
|
|
In December 2009, TOTAL signed an agreement with Chesapeake Energy Corporation whereby TOTAL acquired a 25% share in Chesapeakes Barnett shale gas
portfolio located in the United States (State of Texas). The acquisition cost of these assets amounted to 1,562 million and it
represented the value of mineral interests that have been recognized as intangible assets in the consolidated balance sheet for
1,449 million and the value of tangible assets that have been recognized in the consolidated balance sheet for 113 million. As no cash payment has occurred in 2009, a corresponding debt has been recognized
|
|
|
in the sections Provisions and other non-current liabilities and Other creditors and accrued liabilities for
818 million and
744 million respectively. |
|
|
|
During 2009, TOTAL progressively sold 3.99% of Sanofi-Aventis share capital, thus reducing its interest to 7.39%. Sanofi-Aventis is accounted for by the
equity method in TOTALs Consolidated Financial Statements for the year ended December 31, 2009. |
4) BUSINESS SEGMENT
INFORMATION
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. The Groups activities are conducted through three business segments:
|
|
the Upstream segment includes the activities of the Exploration & Production division and the Gas & Power division;
|
|
|
the Downstream segment includes activities of the Refining & Marketing division and the Trading & Shipping division; and
|
|
|
the Chemicals segment includes Base Chemicals and Specialties. |
The Corporate segment includes the operating and financial activities of the holding companies (including the investment in Sanofi).
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.
Furthermore, the Group
announced in October 2011 a plan of reorganization of its business segments Downstream and Chemicals. The consultation and notification process towards employee representatives is finished and this reorganization became effective as of
January 1st, 2012.
This plan changed the organization through the
creation of:
|
|
a Refining & Chemicals segment that is a major production hub combining TOTALs refining, petrochemicals, fertilizers and specialty
chemicals operations. This segment also includes Trading & Shipping activities ; |
|
|
a Supply & Marketing segment that is dedicated to the global supply and marketing of petroleum products.
|
20
A) |
|
INFORMATION BY BUSINESS SEGMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
2011 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
|
Total |
|
Non-Group sales |
|
|
23,298 |
|
|
|
141,907 |
|
|
|
19,477 |
|
|
|
11 |
|
|
|
|
|
|
|
184,693 |
|
Intersegment sales |
|
|
27,301 |
|
|
|
5,983 |
|
|
|
1,234 |
|
|
|
185 |
|
|
|
(34,703 |
) |
|
|
|
|
Excise taxes |
|
|
|
|
|
|
(18,143 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,143 |
) |
Revenues from sales |
|
|
50,599 |
|
|
|
129,747 |
|
|
|
20,711 |
|
|
|
196 |
|
|
|
(34,703 |
) |
|
|
166,550 |
|
Operating expenses |
|
|
(23,079 |
) |
|
|
(126,145 |
) |
|
|
(19,566 |
) |
|
|
(667 |
) |
|
|
34,703 |
|
|
|
(134,754 |
) |
Depreciation, depletion and amortization of tangible assets and mineral
interests |
|
|
(5,076 |
) |
|
|
(1,908 |
) |
|
|
(487 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
(7,506 |
) |
Operating income |
|
|
22,444 |
|
|
|
1,694 |
|
|
|
658 |
|
|
|
(506 |
) |
|
|
|
|
|
|
24,290 |
|
Equity in income (loss) of affiliates and other items |
|
|
1,596 |
|
|
|
401 |
|
|
|
471 |
|
|
|
336 |
|
|
|
|
|
|
|
2,804 |
|
Tax on net operating income |
|
|
(13,506 |
) |
|
|
(409 |
) |
|
|
(225 |
) |
|
|
(38 |
) |
|
|
|
|
|
|
(14,178 |
) |
Net operating income |
|
|
10,534 |
|
|
|
1,686 |
|
|
|
904 |
|
|
|
(208 |
) |
|
|
|
|
|
|
12,916 |
|
Net cost of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(335 |
) |
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(305 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
2011 (adjustments(a)) (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
|
Total |
|
Non-Group sales |
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45 |
|
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excise taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from sales |
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45 |
|
Operating expenses |
|
|
|
|
|
|
1,156 |
|
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
1,123 |
|
Depreciation, depletion and amortization of tangible assets and mineral
interests |
|
|
(75 |
) |
|
|
(700 |
) |
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
(781 |
) |
Operating income(b) |
|
|
(30 |
) |
|
|
456 |
|
|
|
(39 |
) |
|
|
|
|
|
|
|
|
|
|
387 |
|
Equity in income (loss) of affiliates and other items |
|
|
191 |
|
|
|
256 |
|
|
|
209 |
|
|
|
90 |
|
|
|
|
|
|
|
746 |
|
Tax on net operating income |
|
|
(32 |
) |
|
|
(109 |
) |
|
|
(41 |
) |
|
|
(80 |
) |
|
|
|
|
|
|
(262 |
) |
Net operating income(b) |
|
|
129 |
|
|
|
603 |
|
|
|
129 |
|
|
|
10 |
|
|
|
|
|
|
|
871 |
|
Net cost of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
852 |
|
(a) |
Adjustments include special items, inventory valuation effect and, as from January 1st, 2011, the effect of changes in fair value. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Of which inventory valuation effect |
|
|
Upstream |
|
|
|
Downstream |
|
|
|
Chemicals |
|
|
|
Corporate |
|
|
|
|
|
on operating income |
|
|
|
|
|
|
1,224 |
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
on net operating income |
|
|
|
|
|
|
859 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2011 (adjusted)
(M) (a) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
|
Total |
|
Non-Group sales |
|
|
23,253 |
|
|
|
141,907 |
|
|
|
19,477 |
|
|
|
11 |
|
|
|
|
|
|
|
184,648 |
|
Intersegment sales |
|
|
27,301 |
|
|
|
5,983 |
|
|
|
1,234 |
|
|
|
185 |
|
|
|
(34,703 |
) |
|
|
|
|
Excise taxes |
|
|
|
|
|
|
(18,143 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,143 |
) |
Revenues from sales |
|
|
50,554 |
|
|
|
129,747 |
|
|
|
20,711 |
|
|
|
196 |
|
|
|
(34,703 |
) |
|
|
166,505 |
|
Operating expenses |
|
|
(23,079 |
) |
|
|
(127,301 |
) |
|
|
(19,533 |
) |
|
|
(667 |
) |
|
|
34,703 |
|
|
|
(135,877 |
) |
Depreciation, depletion and amortization of tangible assets and mineral
interests |
|
|
(5,001 |
) |
|
|
(1,208 |
) |
|
|
(481 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
(6,725 |
) |
Adjusted operating income |
|
|
22,474 |
|
|
|
1,238 |
|
|
|
697 |
|
|
|
(506 |
) |
|
|
|
|
|
|
23,903 |
|
Equity in income (loss) of affiliates and other items |
|
|
1,405 |
|
|
|
145 |
|
|
|
262 |
|
|
|
246 |
|
|
|
|
|
|
|
2,058 |
|
Tax on net operating income |
|
|
(13,474 |
) |
|
|
(300 |
) |
|
|
(184 |
) |
|
|
42 |
|
|
|
|
|
|
|
(13,916 |
) |
Adjusted net operating income |
|
|
10,405 |
|
|
|
1,083 |
|
|
|
775 |
|
|
|
(218 |
) |
|
|
|
|
|
|
12,045 |
|
Net cost of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(335 |
) |
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(286 |
) |
Adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,424 |
|
Adjusted fully-diluted earnings per share
() |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.06 |
|
(a) |
Except for earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
2011 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
Total |
|
Total expenditures |
|
|
21,689 |
|
|
|
1,870 |
|
|
|
847 |
|
|
|
135 |
|
|
|
|
|
24,541 |
|
Total divestments |
|
|
2,656 |
|
|
|
3,235 |
|
|
|
1,164 |
|
|
|
1,523 |
|
|
|
|
|
8,578 |
|
Cash flow from operating activities |
|
|
17,054 |
|
|
|
2,165 |
|
|
|
512 |
|
|
|
(195 |
) |
|
|
|
|
19,536 |
|
Balance sheet as of December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, intangible assets, net |
|
|
64,069 |
|
|
|
7,918 |
|
|
|
4,638 |
|
|
|
245 |
|
|
|
|
|
76,870 |
|
Investments in equity affiliates |
|
|
8,932 |
|
|
|
699 |
|
|
|
1,118 |
|
|
|
|
|
|
|
|
|
10,749 |
|
Loans to equity affiliates and other non-current assets |
|
|
4,793 |
|
|
|
1,749 |
|
|
|
1,144 |
|
|
|
3,105 |
|
|
|
|
|
10,791 |
|
Working capital |
|
|
1,240 |
|
|
|
9,627 |
|
|
|
2,585 |
|
|
|
(1,374 |
) |
|
|
|
|
12,078 |
|
Provisions and other non-current liabilities |
|
|
(20,095 |
) |
|
|
(2,577 |
) |
|
|
(1,593 |
) |
|
|
(1,136 |
) |
|
|
|
|
(25,401 |
) |
Assets and liabilities classified as held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Employed (balance sheet) |
|
|
58,939 |
|
|
|
17,416 |
|
|
|
7,892 |
|
|
|
840 |
|
|
|
|
|
85,087 |
|
Less inventory valuation effect |
|
|
|
|
|
|
(3,615 |
) |
|
|
(419 |
) |
|
|
13 |
|
|
|
|
|
(4,021 |
) |
Capital Employed (Business segment information) |
|
|
58,939 |
|
|
|
13,801 |
|
|
|
7,473 |
|
|
|
853 |
|
|
|
|
|
81,066 |
|
ROACE as a percentage |
|
|
20% |
|
|
|
7% |
|
|
|
10% |
|
|
|
|
|
|
|
|
|
16% |
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
2010 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
|
Total |
|
Non-Group sales |
|
|
18,527 |
|
|
|
123,245 |
|
|
|
17,490 |
|
|
|
7 |
|
|
|
|
|
|
|
159,269 |
|
Intersegment sales |
|
|
22,540 |
|
|
|
4,693 |
|
|
|
981 |
|
|
|
186 |
|
|
|
(28,400 |
) |
|
|
|
|
Excise taxes |
|
|
|
|
|
|
(18,793 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,793 |
) |
Revenues from sales |
|
|
41,067 |
|
|
|
109,145 |
|
|
|
18,471 |
|
|
|
193 |
|
|
|
(28,400 |
) |
|
|
140,476 |
|
Operating expenses |
|
|
(18,271 |
) |
|
|
(105,660 |
) |
|
|
(16,974 |
) |
|
|
(665 |
) |
|
|
28,400 |
|
|
|
(113,170 |
) |
Depreciation, depletion and amortization of tangible assets and mineral
interests |
|
|
(5,346 |
) |
|
|
(2,503 |
) |
|
|
(533 |
) |
|
|
(39 |
) |
|
|
|
|
|
|
(8,421 |
) |
Operating income |
|
|
17,450 |
|
|
|
982 |
|
|
|
964 |
|
|
|
(511 |
) |
|
|
|
|
|
|
18,885 |
|
Equity in income (loss) of affiliates and other items |
|
|
1,533 |
|
|
|
141 |
|
|
|
215 |
|
|
|
595 |
|
|
|
|
|
|
|
2,484 |
|
Tax on net operating income |
|
|
(10,131 |
) |
|
|
(201 |
) |
|
|
(267 |
) |
|
|
263 |
|
|
|
|
|
|
|
(10,336 |
) |
Net operating income |
|
|
8,852 |
|
|
|
922 |
|
|
|
912 |
|
|
|
347 |
|
|
|
|
|
|
|
11,033 |
|
Net cost of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(226 |
) |
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(236 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
2010 (adjustments(a)) (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
Total |
|
Non-Group sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excise taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
923 |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
1,015 |
|
Depreciation, depletion and amortization of tangible assets and mineral
interests |
|
|
(203 |
) |
|
|
(1,192 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
|
|
(1,416 |
) |
Operating income(b) |
|
|
(203 |
) |
|
|
(269 |
) |
|
|
71 |
|
|
|
|
|
|
|
|
|
(401 |
) |
Equity in income (loss) of affiliates and other
items(c) |
|
|
183 |
|
|
|
(126 |
) |
|
|
(16 |
) |
|
|
227 |
|
|
|
|
|
268 |
|
Tax on net operating income |
|
|
275 |
|
|
|
149 |
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
418 |
|
Net operating income(b) |
|
|
255 |
|
|
|
(246 |
) |
|
|
55 |
|
|
|
221 |
|
|
|
|
|
285 |
|
Net cost of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Adjustments include special items, inventory valuation effect and, until June 30, 2010,
equity share of adjustments related to Sanofi. |
(b) Of which inventory valuation effect |
|
|
Upstream |
|
|
|
Downstream |
|
|
|
Chemicals |
|
|
|
Corporate |
|
|
|
|
|
on operating income |
|
|
|
|
|
|
863 |
|
|
|
130 |
|
|
|
|
|
|
|
|
|
on net operating income |
|
|
|
|
|
|
640 |
|
|
|
113 |
|
|
|
|
|
|
|
|
|
(c) Of which equity share of adjustments related to Sanofi |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(81 |
) |
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2010 (adjusted)
(M)(a) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
|
Total |
|
Non-Group sales |
|
|
18,527 |
|
|
|
123,245 |
|
|
|
17,490 |
|
|
|
7 |
|
|
|
|
|
|
|
159,269 |
|
Intersegment sales |
|
|
22,540 |
|
|
|
4,693 |
|
|
|
981 |
|
|
|
186 |
|
|
|
(28,400 |
) |
|
|
|
|
Excise taxes |
|
|
|
|
|
|
(18,793 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,793 |
) |
Revenues from sales |
|
|
41,067 |
|
|
|
109,145 |
|
|
|
18,471 |
|
|
|
193 |
|
|
|
(28,400 |
) |
|
|
140,476 |
|
Operating expenses |
|
|
(18,271 |
) |
|
|
(106,583 |
) |
|
|
(17,066 |
) |
|
|
(665 |
) |
|
|
28,400 |
|
|
|
(114,185 |
) |
Depreciation, depletion and amortization of tangible assets and mineral
interests |
|
|
(5,143 |
) |
|
|
(1,311 |
) |
|
|
(512 |
) |
|
|
(39 |
) |
|
|
|
|
|
|
(7,005 |
) |
Adjusted operating income |
|
|
17,653 |
|
|
|
1,251 |
|
|
|
893 |
|
|
|
(511 |
) |
|
|
|
|
|
|
19,286 |
|
Equity in income (loss) of affiliates and other items |
|
|
1,350 |
|
|
|
267 |
|
|
|
231 |
|
|
|
368 |
|
|
|
|
|
|
|
2,216 |
|
Tax on net operating income |
|
|
(10,406 |
) |
|
|
(350 |
) |
|
|
(267 |
) |
|
|
269 |
|
|
|
|
|
|
|
(10,754 |
) |
Adjusted net operating income |
|
|
8,597 |
|
|
|
1,168 |
|
|
|
857 |
|
|
|
126 |
|
|
|
|
|
|
|
10,748 |
|
Net cost of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(226 |
) |
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(234 |
) |
Adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,288 |
|
Adjusted fully-diluted earnings per share () |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.58 |
|
(a) |
Except for earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
2010 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
Total |
|
Total expenditures |
|
|
13,208 |
|
|
|
2,343 |
|
|
|
641 |
|
|
|
81 |
|
|
|
|
|
16,273 |
|
Total divestments |
|
|
2,067 |
|
|
|
499 |
|
|
|
347 |
|
|
|
1,403 |
|
|
|
|
|
4,316 |
|
Cash flow from operating activities |
|
|
15,573 |
|
|
|
1,441 |
|
|
|
934 |
|
|
|
545 |
|
|
|
|
|
18,493 |
|
Balance sheet as of December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, intangible assets, net |
|
|
50,565 |
|
|
|
8,675 |
|
|
|
4,388 |
|
|
|
253 |
|
|
|
|
|
63,881 |
|
Investments in equity affiliates |
|
|
5,002 |
|
|
|
2,782 |
|
|
|
1,349 |
|
|
|
|
|
|
|
|
|
9,133 |
|
Loans to equity affiliates and other non-current assets |
|
|
4,184 |
|
|
|
1,366 |
|
|
|
979 |
|
|
|
4,099 |
|
|
|
|
|
10,628 |
|
Working capital |
|
|
(363 |
) |
|
|
9,154 |
|
|
|
2,223 |
|
|
|
(211 |
) |
|
|
|
|
10,803 |
|
Provisions and other non-current liabilities |
|
|
(16,076 |
) |
|
|
(2,328 |
) |
|
|
(1,631 |
) |
|
|
(1,181 |
) |
|
|
|
|
(21,216 |
) |
Assets and liabilities classified as held for sale |
|
|
660 |
|
|
|
|
|
|
|
413 |
|
|
|
|
|
|
|
|
|
1,073 |
|
Capital Employed (balance sheet) |
|
|
43,972 |
|
|
|
19,649 |
|
|
|
7,721 |
|
|
|
2,960 |
|
|
|
|
|
74,302 |
|
Less inventory valuation effect |
|
|
|
|
|
|
(4,088 |
) |
|
|
(409 |
) |
|
|
1,061 |
|
|
|
|
|
(3,436 |
) |
Capital Employed (Business segment information) |
|
|
43,972 |
|
|
|
15,561 |
|
|
|
7,312 |
|
|
|
4,021 |
|
|
|
|
|
70,866 |
|
ROACE as a percentage |
|
|
21% |
|
|
|
8% |
|
|
|
12% |
|
|
|
|
|
|
|
|
|
16% |
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
2009 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
|
Total |
|
Non-Group sales |
|
|
16,072 |
|
|
|
100,518 |
|
|
|
14,726 |
|
|
|
11 |
|
|
|
|
|
|
|
131,327 |
|
Intersegment sales |
|
|
15,958 |
|
|
|
3,786 |
|
|
|
735 |
|
|
|
156 |
|
|
|
(20,635 |
) |
|
|
|
|
Excise taxes |
|
|
|
|
|
|
(19,174 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,174 |
) |
Revenues from sales |
|
|
32,030 |
|
|
|
85,130 |
|
|
|
15,461 |
|
|
|
167 |
|
|
|
(20,635 |
) |
|
|
112,153 |
|
Operating expenses |
|
|
(14,752 |
) |
|
|
(81,281 |
) |
|
|
(14,293 |
) |
|
|
(656 |
) |
|
|
20,635 |
|
|
|
(90,347 |
) |
Depreciation, depletion and amortization of tangible assets and mineral
interests |
|
|
(4,420 |
) |
|
|
(1,612 |
) |
|
|
(615 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
(6,682 |
) |
Operating income |
|
|
12,858 |
|
|
|
2,237 |
|
|
|
553 |
|
|
|
(524 |
) |
|
|
|
|
|
|
15,124 |
|
Equity in income (loss) of affiliates and other items |
|
|
846 |
|
|
|
169 |
|
|
|
(58 |
) |
|
|
697 |
|
|
|
|
|
|
|
1,654 |
|
Tax on net operating income |
|
|
(7,486 |
) |
|
|
(633 |
) |
|
|
(92 |
) |
|
|
326 |
|
|
|
|
|
|
|
(7,885 |
) |
Net operating income |
|
|
6,218 |
|
|
|
1,773 |
|
|
|
403 |
|
|
|
499 |
|
|
|
|
|
|
|
8,893 |
|
Net cost of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(264 |
) |
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(182 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
2009 (adjustments(a)) (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
Total |
|
Non-Group sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excise taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
(17 |
) |
|
|
1,558 |
|
|
|
344 |
|
|
|
|
|
|
|
|
|
1,885 |
|
Depreciation, depletion and amortization of tangible assets and mineral
interests |
|
|
(4 |
) |
|
|
(347 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
|
|
(391 |
) |
Operating income(b) |
|
|
(21 |
) |
|
|
1,211 |
|
|
|
304 |
|
|
|
|
|
|
|
|
|
1,494 |
|
Equity in income (loss) of affiliates and other
items(c) |
|
|
(160 |
) |
|
|
22 |
|
|
|
(123 |
) |
|
|
(117 |
) |
|
|
|
|
(378 |
) |
Tax on net operating income |
|
|
17 |
|
|
|
(413 |
) |
|
|
(50 |
) |
|
|
(3 |
) |
|
|
|
|
(449 |
) |
Net operating income(b) |
|
|
(164 |
) |
|
|
820 |
|
|
|
131 |
|
|
|
(120 |
) |
|
|
|
|
667 |
|
Net cost of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
663 |
|
(a) |
Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Of which inventory valuation effect |
|
|
Upstream |
|
|
|
Downstream |
|
|
|
Chemicals |
|
|
|
Corporate |
|
|
|
|
|
on operating income |
|
|
|
|
|
|
1,816 |
|
|
|
389 |
|
|
|
|
|
|
|
|
|
on net operating income |
|
|
|
|
|
|
1,285 |
|
|
|
254 |
|
|
|
|
|
|
|
|
|
(c) Of which equity share of adjustments related to Sanofi |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(300 |
) |
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2009 (adjusted)
(M)(a) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
|
Total |
|
Non-Group sales |
|
|
16,072 |
|
|
|
100,518 |
|
|
|
14,726 |
|
|
|
11 |
|
|
|
|
|
|
|
131,327 |
|
Intersegment sales |
|
|
15,958 |
|
|
|
3,786 |
|
|
|
735 |
|
|
|
156 |
|
|
|
(20,635 |
) |
|
|
|
|
Excise taxes |
|
|
|
|
|
|
(19,174 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,174 |
) |
Revenues from sales |
|
|
32,030 |
|
|
|
85,130 |
|
|
|
15,461 |
|
|
|
167 |
|
|
|
(20,635 |
) |
|
|
112,153 |
|
Operating expenses |
|
|
(14,735 |
) |
|
|
(82,839 |
) |
|
|
(14,637 |
) |
|
|
(656 |
) |
|
|
20,635 |
|
|
|
(92,232 |
) |
Depreciation, depletion and amortization of tangible assets and mineral
interests |
|
|
(4,416 |
) |
|
|
(1,265 |
) |
|
|
(575 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
(6,291 |
) |
Adjusted operating income |
|
|
12,879 |
|
|
|
1,026 |
|
|
|
249 |
|
|
|
(524 |
) |
|
|
|
|
|
|
13,630 |
|
Equity in income (loss) of affiliates and other items |
|
|
1,006 |
|
|
|
147 |
|
|
|
65 |
|
|
|
814 |
|
|
|
|
|
|
|
2,032 |
|
Tax on net operating income |
|
|
(7,503 |
) |
|
|
(220 |
) |
|
|
(42 |
) |
|
|
329 |
|
|
|
|
|
|
|
(7,436 |
) |
Adjusted net operating income |
|
|
6,382 |
|
|
|
953 |
|
|
|
272 |
|
|
|
619 |
|
|
|
|
|
|
|
8,226 |
|
Net cost of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(264 |
) |
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(178 |
) |
Adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,784 |
|
Adjusted fully-diluted earnings per share () |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.48 |
|
(a) |
Except for earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
2009 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Intercompany |
|
Total |
|
Total expenditures |
|
|
9,855 |
|
|
|
2,771 |
|
|
|
631 |
|
|
|
92 |
|
|
|
|
|
13,349 |
|
Total divestments |
|
|
398 |
|
|
|
133 |
|
|
|
47 |
|
|
|
2,503 |
|
|
|
|
|
3,081 |
|
Cash flow from operating activities |
|
|
10,200 |
|
|
|
1,164 |
|
|
|
1,082 |
|
|
|
(86 |
) |
|
|
|
|
12,360 |
|
Balance sheet as of December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, intangible assets, net |
|
|
43,997 |
|
|
|
9,588 |
|
|
|
5,248 |
|
|
|
271 |
|
|
|
|
|
59,104 |
|
Investments in equity affiliates |
|
|
4,260 |
|
|
|
2,110 |
|
|
|
652 |
|
|
|
4,235 |
|
|
|
|
|
11,257 |
|
Loans to equity affiliates and other non-current assets |
|
|
3,844 |
|
|
|
1,369 |
|
|
|
850 |
|
|
|
547 |
|
|
|
|
|
6,610 |
|
Working capital |
|
|
660 |
|
|
|
7,624 |
|
|
|
2,151 |
|
|
|
58 |
|
|
|
|
|
10,493 |
|
Provisions and other non-current liabilities |
|
|
(15,364 |
) |
|
|
(2,190 |
) |
|
|
(1,721 |
) |
|
|
(1,094 |
) |
|
|
|
|
(20,369 |
) |
Assets and liabilities classified as held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Employed (balance sheet) |
|
|
37,397 |
|
|
|
18,501 |
|
|
|
7,180 |
|
|
|
4,017 |
|
|
|
|
|
67,095 |
|
Less inventory valuation effect |
|
|
|
|
|
|
(3,202 |
) |
|
|
(282 |
) |
|
|
840 |
|
|
|
|
|
(2,644 |
) |
Capital Employed (Business segment information) |
|
|
37,397 |
|
|
|
15,299 |
|
|
|
6,898 |
|
|
|
4,857 |
|
|
|
|
|
64,451 |
|
ROACE as a percentage |
|
|
18% |
|
|
|
7% |
|
|
|
4% |
|
|
|
|
|
|
|
|
|
13% |
|
26
B) |
|
ROE (RETURN ON EQUITY) |
The Group
evaluates the return on equity as the ratio of adjusted consolidated net income to average adjusted shareholders equity between the beginning and the end of
the period. Thus, adjusted shareholders equity for the year ended December 31, 2011 is calculated after payment of a dividend of
2.28 per share, subject to approval by the shareholders meeting on May 11, 2012.
The ROE is calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Adjusted net income Group share |
|
|
11,424 |
|
|
|
10,288 |
|
|
|
7,784 |
|
Adjusted non-controlling interests |
|
|
286 |
|
|
|
234 |
|
|
|
178 |
|
Adjusted consolidated net income |
|
|
11,710 |
|
|
|
10,522 |
|
|
|
7,962 |
|
Shareholders equity Group share |
|
|
68,037 |
|
|
|
60,414 |
|
|
|
52,552 |
|
Distribution of the income based on existing shares at the closing date |
|
|
(1,255 |
) |
|
|
(2,553 |
) |
|
|
(2,546 |
) |
Non-controlling interests |
|
|
1,352 |
|
|
|
857 |
|
|
|
987 |
|
Adjusted shareholders equity(a) |
|
|
68,134 |
|
|
|
58,718 |
|
|
|
50,993 |
|
ROE |
|
|
18% |
|
|
|
19% |
|
|
|
16% |
|
(a) |
Adjusted shareholders equity as of December 31, 2008 amounted to 47,410 million. |
C) |
|
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, 2011
(M) |
|
Adjusted |
|
|
Adjustments(a) |
|
|
Consolidated statement of income |
|
Sales |
|
|
184,648 |
|
|
|
45 |
|
|
|
184,693 |
|
Excise taxes |
|
|
(18,143 |
) |
|
|
|
|
|
|
(18,143 |
) |
Revenues from sales |
|
|
166,505 |
|
|
|
45 |
|
|
|
166,550 |
|
Purchases, net of inventory variation |
|
|
(115,107 |
) |
|
|
1,215 |
|
|
|
(113,892 |
) |
Other operating expenses |
|
|
(19,751 |
) |
|
|
(92 |
) |
|
|
(19,843 |
) |
Exploration costs |
|
|
(1,019 |
) |
|
|
|
|
|
|
(1,019 |
) |
Depreciation, depletion and amortization of tangible assets and mineral interests |
|
|
(6,725 |
) |
|
|
(781 |
) |
|
|
(7,506 |
) |
Other income |
|
|
430 |
|
|
|
1,516 |
|
|
|
1,946 |
|
Other expense |
|
|
(536 |
) |
|
|
(711 |
) |
|
|
(1,247 |
) |
Financial interest on debt |
|
|
(713 |
) |
|
|
|
|
|
|
(713 |
) |
Financial income from marketable securities & cash equivalents |
|
|
273 |
|
|
|
|
|
|
|
273 |
|
Cost of net debt |
|
|
(440 |
) |
|
|
|
|
|
|
(440 |
) |
Other financial income |
|
|
609 |
|
|
|
|
|
|
|
609 |
|
Other financial expense |
|
|
(429 |
) |
|
|
|
|
|
|
(429 |
) |
Equity in income (loss) of affiliates |
|
|
1,984 |
|
|
|
(59 |
) |
|
|
1,925 |
|
Income taxes |
|
|
(13,811 |
) |
|
|
(262 |
) |
|
|
(14,073 |
) |
Consolidated net income |
|
|
11,710 |
|
|
|
871 |
|
|
|
12,581 |
|
Group share |
|
|
11,424 |
|
|
|
852 |
|
|
|
12,276 |
|
Non-controlling interests |
|
|
286 |
|
|
|
19 |
|
|
|
305 |
|
(a) |
Adjustments include special items, inventory valuation effect and, as from January 1st, 2011, the effect of changes in fair value. |
27
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2010
(M) |
|
Adjusted |
|
|
Adjustments(a) |
|
|
Consolidated statement of income |
|
Sales |
|
|
159,269 |
|
|
|
|
|
|
|
159,269 |
|
Excise taxes |
|
|
(18,793 |
) |
|
|
|
|
|
|
(18,793 |
) |
Revenues from sales |
|
|
140,476 |
|
|
|
|
|
|
|
140,476 |
|
Purchases, net of inventory variation |
|
|
(94,286 |
) |
|
|
1,115 |
|
|
|
(93,171 |
) |
Other operating expenses |
|
|
(19,035 |
) |
|
|
(100 |
) |
|
|
(19,135 |
) |
Exploration costs |
|
|
(864 |
) |
|
|
|
|
|
|
(864 |
) |
Depreciation, depletion and amortization of tangible assets and mineral interests |
|
|
(7,005 |
) |
|
|
(1,416 |
) |
|
|
(8,421 |
) |
Other income |
|
|
524 |
|
|
|
872 |
|
|
|
1,396 |
|
Other expense |
|
|
(346 |
) |
|
|
(554 |
) |
|
|
(900 |
) |
Financial interest on debt |
|
|
(465 |
) |
|
|
|
|
|
|
(465 |
) |
Financial income from marketable securities & cash equivalents |
|
|
131 |
|
|
|
|
|
|
|
131 |
|
Cost of net debt |
|
|
(334 |
) |
|
|
|
|
|
|
(334 |
) |
Other financial income |
|
|
442 |
|
|
|
|
|
|
|
442 |
|
Other financial expense |
|
|
(407 |
) |
|
|
|
|
|
|
(407 |
) |
Equity in income (loss) of affiliates |
|
|
2,003 |
|
|
|
(50 |
) |
|
|
1,953 |
|
Income taxes |
|
|
(10,646 |
) |
|
|
418 |
|
|
|
(10,228 |
) |
Consolidated net income |
|
|
10,522 |
|
|
|
285 |
|
|
|
10,807 |
|
Group share |
|
|
10,288 |
|
|
|
283 |
|
|
|
10,571 |
|
Non-controlling interests |
|
|
234 |
|
|
|
2 |
|
|
|
236 |
|
(a) |
Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi. |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2009
(M) |
|
Adjusted |
|
|
Adjustments(a) |
|
|
Consolidated statement of income |
|
Sales |
|
|
131,327 |
|
|
|
|
|
|
|
131,327 |
|
Excise taxes |
|
|
(19,174 |
) |
|
|
|
|
|
|
(19,174 |
) |
Revenues from sales |
|
|
112,153 |
|
|
|
|
|
|
|
112,153 |
|
Purchases, net of inventory variation |
|
|
(73,263 |
) |
|
|
2,205 |
|
|
|
(71,058 |
) |
Other operating expenses |
|
|
(18,271 |
) |
|
|
(320 |
) |
|
|
(18,591 |
) |
Exploration costs |
|
|
(698 |
) |
|
|
|
|
|
|
(698 |
) |
Depreciation, depletion and amortization of tangible assets and mineral interests |
|
|
(6,291 |
) |
|
|
(391 |
) |
|
|
(6,682 |
) |
Other income |
|
|
131 |
|
|
|
183 |
|
|
|
314 |
|
Other expense |
|
|
(315 |
) |
|
|
(285 |
) |
|
|
(600 |
) |
Financial interest on debt |
|
|
(530 |
) |
|
|
|
|
|
|
(530 |
) |
Financial income from marketable securities & cash equivalents |
|
|
132 |
|
|
|
|
|
|
|
132 |
|
Cost of net debt |
|
|
(398 |
) |
|
|
|
|
|
|
(398 |
) |
Other financial income |
|
|
643 |
|
|
|
|
|
|
|
643 |
|
Other financial expense |
|
|
(345 |
) |
|
|
|
|
|
|
(345 |
) |
Equity in income (loss) of affiliates |
|
|
1,918 |
|
|
|
(276 |
) |
|
|
1,642 |
|
Income taxes |
|
|
(7,302 |
) |
|
|
(449 |
) |
|
|
(7,751 |
) |
Consolidated net income |
|
|
7,962 |
|
|
|
667 |
|
|
|
8,629 |
|
Group share |
|
|
7,784 |
|
|
|
663 |
|
|
|
8,447 |
|
Non-controlling interests |
|
|
178 |
|
|
|
4 |
|
|
|
182 |
|
(a) |
Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi. |
28
D) |
|
ADJUSTMENT ITEMS BY BUSINESS SEGMENT |
The adjustment items for income as per Note 2 to the Consolidated Financial Statements are detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to operating income For the year ended December 31, 2011 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Total |
|
Inventory valuation effect |
|
|
|
|
|
|
1,224 |
|
|
|
(9 |
) |
|
|
|
|
|
|
1,215 |
|
Effect of changes in fair value |
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45 |
|
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment charges |
|
|
(75 |
) |
|
|
(700 |
) |
|
|
(6 |
) |
|
|
|
|
|
|
(781 |
) |
Other items |
|
|
|
|
|
|
(68 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
(92 |
) |
Total |
|
|
(30 |
) |
|
|
456 |
|
|
|
(39 |
) |
|
|
|
|
|
|
387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to net income, Group share For the year ended December 31, 2011 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Total |
|
Inventory valuation effect |
|
|
|
|
|
|
824 |
|
|
|
10 |
|
|
|
|
|
|
|
834 |
|
Effect of changes in fair value |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
Restructuring charges |
|
|
|
|
|
|
(113 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
(122 |
) |
Asset impairment charges |
|
|
(531 |
) |
|
|
(478 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(1,014 |
) |
Gains (losses) on disposals of assets |
|
|
843 |
|
|
|
412 |
|
|
|
209 |
|
|
|
74 |
|
|
|
1,538 |
|
Other items |
|
|
(202 |
) |
|
|
(74 |
) |
|
|
(76 |
) |
|
|
(64 |
) |
|
|
(416 |
) |
Total |
|
|
142 |
|
|
|
571 |
|
|
|
129 |
|
|
|
10 |
|
|
|
852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to operating income For the year ended December 31, 2010 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Total |
|
Inventory valuation effect |
|
|
|
|
|
|
863 |
|
|
|
130 |
|
|
|
|
|
|
|
993 |
|
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment charges |
|
|
(203 |
) |
|
|
(1,192 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
(1,416 |
) |
Other items |
|
|
|
|
|
|
60 |
|
|
|
(38 |
) |
|
|
|
|
|
|
22 |
|
Total |
|
|
(203 |
) |
|
|
(269 |
) |
|
|
71 |
|
|
|
|
|
|
|
(401 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to net income, Group share For the year ended December 31, 2010 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Total |
|
Inventory valuation effect |
|
|
|
|
|
|
635 |
|
|
|
113 |
|
|
|
|
|
|
|
748 |
|
TOTALs equity share of adjustments related to Sanofi |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(81 |
) |
|
|
(81 |
) |
Restructuring charges |
|
|
|
|
|
|
(12 |
) |
|
|
(41 |
) |
|
|
|
|
|
|
(53 |
) |
Asset impairment charges |
|
|
(297 |
) |
|
|
(913 |
) |
|
|
(14 |
) |
|
|
|
|
|
|
(1,224 |
) |
Gains (losses) on disposals of assets |
|
|
589 |
|
|
|
122 |
|
|
|
33 |
|
|
|
302 |
|
|
|
1,046 |
|
Other items |
|
|
(37 |
) |
|
|
(83 |
) |
|
|
(33 |
) |
|
|
|
|
|
|
(153 |
) |
Total |
|
|
255 |
|
|
|
(251 |
) |
|
|
58 |
|
|
|
221 |
|
|
|
283 |
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to operating income For the year ended December 31, 2009 (M) |
|
Upstream |
|
|
Downstream |
|
|
Chemicals |
|
|
Corporate |
|
|
Total |
|
Inventory valuation effect |
|
|
|
|
|
|
1,816 |
|
|
|
389 |
|
|
|
|
|
|
|
2,205 |
|
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment charges |
|
|
(4 |
) |
|
|
(347 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
(391 |
) |
Other items |
|
|
(17 |
) |
|
|
(258 |
) |
|
|
(45 |
) |
|
|
|
|
|
|
(320 |
) |
Total |
|
|
(21 |
) |
|
|
1,211 |
|
|
|
304 |
|
|
|
|
|
|
|
1,494 |
|
|
|
|
|
|
|
Adjustments to net income, Group share For the year ended December 31, 2009 (M) |
|
Upstream
|
|
|
Downstream
|
|
|
Chemicals
|
|
|
Corporate
|
|
|
Total
|
|
Inventory valuation effect |
|
|
|
|
|
|
1,279 |
|
|
|
254 |
|
|
|
|
|
|
|
1,533 |
|
TOTALs equity share of adjustments related to Sanofi |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(300 |
) |
|
|
(300 |
) |
Restructuring charges |
|
|
|
|
|
|
(27 |
) |
|
|
(102 |
) |
|
|
|
|
|
|
(129 |
) |
Asset impairment charges |
|
|
(52 |
) |
|
|
(253 |
) |
|
|
(28 |
) |
|
|
|
|
|
|
(333 |
) |
Gains (losses) on disposals of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179 |
|
|
|
179 |
|
Other items |
|
|
(112 |
) |
|
|
(182 |
) |
|
|
7 |
|
|
|
|
|
|
|
(287 |
) |
Total |
|
|
(164 |
) |
|
|
817 |
|
|
|
131 |
|
|
|
(121 |
) |
|
|
663 |
|
E) |
|
ADDITIONAL INFORMATION ON IMPAIRMENTS |
In the Upstream, Downstream and Chemicals segments, impairments of assets have been recognized for the year ended December 31, 2011, with an impact of 781 million in operating income and
1,014 million in net income, Group share. These impairments have been disclosed as adjustments to operating income and adjustments
to net income, Group share. These items are identified in paragraph 4D above as adjustment items with the heading Asset impairment charges.
The impairment losses impact certain Cash Generating Units (CGU) for which there were indications of impairment, due mainly to changes in the operating conditions
or the economic environment of their specific businesses.
The principles applied are the following:
|
|
the recoverable amount of CGUs has been based on their value in use, as defined in Note 1 paragraph L to the Consolidated Financial Statements Impairment
of long-lived assets; |
|
|
future cash flows have been determined with the assumptions in the long-term plan of the Group. These assumptions (including future prices of products, supply
and demand for products, future production volumes) represent the best estimate by management of the Group of all economic conditions during the remaining life of assets; |
|
|
future cash flows, based on the long-term plan, are prepared over a period consistent with the life of the assets within the CGU. They are prepared post-tax and
include specific risks attached to CGU assets. They are discounted using an 8% post-tax discount rate, this rate being a weighted-average capital cost estimated from historical market data. This rate has been applied consistently for the years
ending in 2009, 2010 and 2011. |
SunPower is a CGU acquired in 2011 for which specific assumptions were applied because of its own
financing and its listing on Nasdaq. Thus, future cash flows of this CGU have been discounted using a 14% post-tax discount rate, corresponding to the weighted-average capital cost of this CGU.
|
|
value in use calculated by discounting the above post-tax cash flows using an 8% post-tax discount rate is not materially different from 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 are in a range from 10% to 13% in 2011. SunPowers pre-tax discount rate is 16%.
|
The CGUs of the Upstream segment affected by these impairments are oil fields, assets in solar energy and investments in associates
accounted for by the equity method. For the year ended December 31, 2011, the Group has recognized impairments with an impact of
75 million in operating income and 531 million in net income, Group share. A 10% decrease in hydrocarbons prices would not lead to additional impairment losses. In 2011, impairment losses accounted for mainly include the impairment of
the whole goodwill arising from the acquisition of SunPower for 383 million. Indeed, the stress on public debt markets of some European
states during the second half of 2011, successive austerity plans adopted by these states and their impact on financial incentives specific to the solar industry have greatly worsened the financial situation and forecasts of future cash flows of the
solar industry companies, including SunPower. The market capitalization of these companies fell sharply in 2011, thus the share price of SunPower as of December 31, 2011 stood at $6.23 per share, down 73% compared to the share price at the
acquisition date.
30
The CGUs of the Downstream segment are affiliates or groups of affiliates (or industrial assets) organized mostly by
country for the refining activities and by relevant geographical area for the marketing activities. For the refining activities, the unfavorable trends observed in 2010 have continued in 2011, with a worldwide context of surplus in refining
capacities compared to the demand for petroleum products. This surplus is still based in Europe with a falling demand, whereas the emerging countries (Middle East and Asia) report a strong growth in the consumption of petroleum products. In this
persistent context of deteriorated margins, the refining CGUs in France and in the United Kingdom have suffered substantial operating losses despite the constant efforts to improve operations. This situation, coupled with less favorable outlooks,
led the Group to recognize impairments within the CGUs Refining France and United Kingdom with an impact of 700 million in operating
income and 478 million in net income, Group share. A variation of +5% of projections of gross margin in identical operating
conditions would have a positive impact of 676 million in operating income and
443 million in net income, Group share. A variation of (1) % of the discount rate would have a positive impact of 335 million in operating income and
219 million in net income, Group share. Inverse variations of projections of gross margin and discount rate would have impacts of
respectively
(683) million and
(249) million in operating income and (448) million and (164) million in net income, Group share.
The CGUs of the Chemicals segment are worldwide business units, including activities or products with common strategic, commercial and industrial characteristics.
The different scenarios of sensitivity would not lead to additional impairment losses.
For the year ended December 31, 2010, impairments of assets
have been recognized in the Upstream, Downstream and Chemicals segments with an impact of 1,416 million in operating income and 1,224 million in net income, Group share. These impairments have been disclosed as adjustments to operating income and adjustments to net
income, Group share.
For the year ended December 31, 2009, impairments of assets have been recognized in the Upstream, Downstream and Chemicals
segments with an impact of 413 million in operating income and 382 million in net income, Group share. These impairments have been disclosed as adjustments to operating income for 391 million and adjustments to net income, Group share for 333 million.
For the years ended December 31, 2011, 2010 and 2009, no reversal of impairment has been recognized.
5) INFORMATION BY GEOGRAPHICAL AREA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(M) |
|
France |
|
|
Rest of Europe |
|
|
North America |
|
|
Africa |
|
|
Rest of the world |
|
|
Total |
|
For the year ended December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Group sales |
|
|
42,626 |
|
|
|
81,453 |
|
|
|
15,917 |
|
|
|
15,077 |
|
|
|
29,620 |
|
|
|
184,693 |
|
Property, plant and equipment, intangible assets, net |
|
|
5,637 |
|
|
|
15,576 |
|
|
|
14,518 |
|
|
|
23,546 |
|
|
|
17,593 |
|
|
|
76,870 |
|
Capital expenditures |
|
|
1,530 |
|
|
|
3,802 |
|
|
|
5,245 |
|
|
|
5,264 |
|
|
|
8,700 |
|
|
|
24,541 |
|
For the year ended December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Group sales |
|
|
36,820 |
|
|
|
72,636 |
|
|
|
12,432 |
|
|
|
12,561 |
|
|
|
24,820 |
|
|
|
159,269 |
|
Property, plant and equipment, intangible assets, net |
|
|
5,666 |
|
|
|
14,568 |
|
|
|
9,584 |
|
|
|
20,166 |
|
|
|
13,897 |
|
|
|
63,881 |
|
Capital expenditures |
|
|
1,062 |
|
|
|
2,629 |
|
|
|
3,626 |
|
|
|
4,855 |
|
|
|
4,101 |
|
|
|
16,273 |
|
For the year ended December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Group sales |
|
|
32,437 |
|
|
|
60,140 |
|
|
|
9,515 |
|
|
|
9,808 |
|
|
|
19,427 |
|
|
|
131,327 |
|
Property, plant and equipment, intangible assets, net |
|
|
6,973 |
|
|
|
15,218 |
|
|
|
8,112 |
|
|
|
17,312 |
|
|
|
11,489 |
|
|
|
59,104 |
|
Capital expenditures |
|
|
1,189 |
|
|
|
2,502 |
|
|
|
1,739 |
|
|
|
4,651 |
|
|
|
3,268 |
|
|
|
13,349 |
|
6) OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Purchases, net of inventory variation(a) |
|
|
(113,892 |
)(b) |
|
|
(93,171 |
) |
|
|
(71,058 |
) |
Exploration costs |
|
|
(1,019 |
) |
|
|
(864 |
) |
|
|
(698 |
) |
Other operating expenses(c) |
|
|
(19,843 |
) |
|
|
(19,135 |
) |
|
|
(18,591 |
) |
of which non-current operating liabilities (allowances) reversals |
|
|
615 |
|
|
|
387 |
|
|
|
515 |
|
of which current operating liabilities (allowances) reversals |
|
|
(150 |
) |
|
|
(101 |
) |
|
|
(43 |
) |
Operating expenses |
|
|
(134,754 |
) |
|
|
(113,170 |
) |
|
|
(90,347 |
) |
(a) |
Includes taxes paid on oil and gas production in the Upstream segment, namely royalties. |
31
(b) |
As of December 31, 2011, the Group valued under / over lifting at market value. The impact in operating expenses is
577 million and
103 million in net income, Group share as of December 31, 2011. |
(c) |
Principally composed of production and administrative costs (see in particular the payroll costs as detailed in Note 26 to the Consolidated Financial Statements Payroll
and staff). |
7) |
|
OTHER INCOME AND OTHER EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Gains (losses) on disposal of assets |
|
|
1,650 |
|
|
|
1,117 |
|
|
|
200 |
|
Foreign exchange gains |
|
|
118 |
|
|
|
|
|
|
|
|
|
Other |
|
|
178 |
|
|
|
279 |
|
|
|
114 |
|
Other income |
|
|
1,946 |
|
|
|
1,396 |
|
|
|
314 |
|
Foreign exchange losses |
|
|
|
|
|
|
|
|
|
|
(32 |
) |
Amortization of other intangible assets (excl. mineral interests) |
|
|
(592 |
) |
|
|
(267 |
) |
|
|
(142 |
) |
Other |
|
|
(655 |
) |
|
|
(633 |
) |
|
|
(426 |
) |
Other expense |
|
|
(1,247 |
) |
|
|
(900 |
) |
|
|
(600 |
) |
Other income
In 2011, gains
and losses on disposal of assets are mainly related to the sale of the interest in CEPSA, to the sale of assets in the Upstream segment (especially the sale of 10% Groups interest in the Colombian pipeline OCENSA) and to the sale of photocure
and coatings resins businesses. These disposals are described in Note 3 to the Consolidated Financial Statements.
In 2010, gains and losses on disposal
of assets were mainly related to sales of assets in the Upstream segment (sale of the interests in the Valhall and Hod fields in Norway and sale of the interest in Block 31 in Angola, see Note 3 to the Consolidated Financial Statements), as well as
the change in the accounting treatment and the disposal of shares of Sanofi (see Note 3 to the Consolidated Financial Statements).
In 2009, gains and
losses on disposal of assets were mainly related to the disposal of shares of Sanofi.
Other expense
In 2011, the heading Other is mainly comprised of
243 million of restructuring charges in the Upstream, Downstream and Chemicals segments.
In 2010, the heading Other was mainly comprised of 248 million of restructuring charges in the Downstream and Chemicals segments.
In 2009, the heading
Other was mainly comprised of 190 million of restructuring charges in the Downstream and Chemicals segments.
8) |
|
OTHER FINANCIAL INCOME AND EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Dividend income on non-consolidated subsidiaries |
|
|
330 |
|
|
|
255 |
|
|
|
210 |
|
Capitalized financial expenses |
|
|
171 |
|
|
|
113 |
|
|
|
117 |
|
Other |
|
|
108 |
|
|
|
74 |
|
|
|
316 |
|
Other financial income |
|
|
609 |
|
|
|
442 |
|
|
|
643 |
|
Accretion of asset retirement obligations |
|
|
(344 |
) |
|
|
(338 |
) |
|
|
(283 |
) |
Other |
|
|
(85 |
) |
|
|
(69 |
) |
|
|
(62 |
) |
Other financial expense |
|
|
(429 |
) |
|
|
(407 |
) |
|
|
(345 |
) |
9) INCOME TAXES
Since 1966, the Group had been taxed in accordance with the consolidated income tax treatment approved on a three-year renewable basis by the French Ministry of
Economy, Finance and Industry. The approval for the period 2008-2010 expired on December 31, 2010 and TOTAL S.A. announced in July 2011 that it took the decision not to proceed with its initial application for the renewal of this agreement.
As a consequence, TOTAL S.A. is taxed in accordance with the common tax regime as from 2011. The exit of the consolidated income tax treatment has no
significant impact, neither on the Groups financial situation nor on the consolidated results.
No deferred tax is recognized for the temporary
differences between the carrying amounts and tax bases of investments in foreign subsidiaries which are considered to be permanent investments. Undistributed earnings from foreign subsidiaries considered to be reinvested indefinitely amounted
to 27,444 million as of December 31, 2011. The determination of the tax effect relating to such reinvested income is not
practicable.
In addition, no deferred tax is recognized on unremitted earnings (approximately
22,585 million) of the Groups French subsidiaries since the remittance of such earnings would be tax exempt for the
subsidiaries in which the Company owns 95% or more of the outstanding shares.
Income taxes are detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Current income taxes |
|
|
(12,495 |
) |
|
|
(9,934 |
) |
|
|
(7,213 |
) |
Deferred income taxes |
|
|
(1,578 |
) |
|
|
(294 |
) |
|
|
(538 |
) |
Total income taxes |
|
|
(14,073 |
) |
|
|
(10,228 |
) |
|
|
(7,751 |
) |
32
Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Net operating losses and tax carry forwards |
|
|
1,584 |
|
|
|
1,145 |
|
|
|
1,114 |
|
Employee benefits |
|
|
621 |
|
|
|
535 |
|
|
|
517 |
|
Other temporary non-deductible provisions |
|
|
3,521 |
|
|
|
2,757 |
|
|
|
2,184 |
|
Gross deferred tax assets |
|
|
5,726 |
|
|
|
4,437 |
|
|
|
3,815 |
|
Valuation allowance |
|
|
(667 |
) |
|
|
(576 |
) |
|
|
(484 |
) |
Net deferred tax assets |
|
|
5,059 |
|
|
|
3,861 |
|
|
|
3,331 |
|
Excess tax over book depreciation |
|
|
(12,831 |
) |
|
|
(10,966 |
) |
|
|
(9,791 |
) |
Other temporary tax deductions |
|
|
(2,721 |
) |
|
|
(1,339 |
) |
|
|
(1,179 |
) |
Gross deferred tax liability |
|
|
(15,552 |
) |
|
|
(12,305 |
) |
|
|
(10,970 |
) |
Net deferred tax liability |
|
|
(10,493 |
) |
|
|
(8,444 |
) |
|
|
(7,639 |
) |
Net operating losses and tax carry forwards only come from foreign subsidiaries.
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) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Deferred tax assets, non-current (note 14) |
|
|
1,767 |
|
|
|
1,378 |
|
|
|
1,164 |
|
Deferred tax assets, current (note 16) |
|
|
|
|
|
|
151 |
|
|
|
214 |
|
Deferred tax liabilities, non-current |
|
|
(12,260 |
) |
|
|
(9,947 |
) |
|
|
(8,948 |
) |
Deferred tax liabilities, current |
|
|
|
|
|
|
(26 |
) |
|
|
(69 |
) |
Net amount |
|
|
(10,493 |
) |
|
|
(8,444 |
) |
|
|
(7,639 |
) |
The net deferred tax variation in the balance sheet is analyzed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Opening balance |
|
|
(8,444 |
) |
|
|
(7,639 |
) |
|
|
(6,857 |
) |
Deferred tax on income |
|
|
(1,578 |
) |
|
|
(294 |
) |
|
|
(538 |
) |
Deferred tax on shareholders equity(a) |
|
|
(55 |
) |
|
|
28 |
|
|
|
(38 |
) |
Changes in scope of consolidation |
|
|
(17 |
) |
|
|
(59 |
) |
|
|
(1 |
) |
Currency translation adjustment |
|
|
(399 |
) |
|
|
(480 |
) |
|
|
(205 |
) |
Closing balance |
|
|
(10,493 |
) |
|
|
(8,444 |
) |
|
|
(7,639 |
) |
(a) |
This amount includes mainly 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 17 to the Consolidated Financial Statements). |
Reconciliation between
provision for income taxes and pre-tax income:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Consolidated net income |
|
|
12,581 |
|
|
|
10,807 |
|
|
|
8,629 |
|
Provision for income taxes |
|
|
14,073 |
|
|
|
10,228 |
|
|
|
7,751 |
|
Pre-tax income |
|
|
26,654 |
|
|
|
21,035 |
|
|
|
16,380 |
|
French statutory tax rate |
|
|
36.10% |
|
|
|
34.43% |
|
|
|
34.43% |
|
Theoretical tax charge |
|
|
(9,622 |
) |
|
|
(7,242 |
) |
|
|
(5,640 |
) |
Difference between French and foreign income tax rates |
|
|
(5,740 |
) |
|
|
(4,921 |
) |
|
|
(3,214 |
) |
Tax effect of equity in income (loss) of affiliates |
|
|
695 |
|
|
|
672 |
|
|
|
565 |
|
Permanent differences |
|
|
889 |
|
|
|
1,375 |
|
|
|
597 |
|
Adjustments on prior years income taxes |
|
|
(19 |
) |
|
|
(45 |
) |
|
|
(47 |
) |
Adjustments on deferred tax related to changes in tax rates |
|
|
(201 |
) |
|
|
2 |
|
|
|
(1 |
) |
Changes in valuation allowance of deferred tax assets |
|
|
(71 |
) |
|
|
(65 |
) |
|
|
(6 |
) |
Other |
|
|
(4 |
) |
|
|
(4 |
) |
|
|
(5 |
) |
Net provision for income taxes |
|
|
(14,073 |
) |
|
|
(10,228 |
) |
|
|
(7,751 |
) |
The French statutory tax rate includes the standard corporate tax rate (33.33%) and additional applicable taxes that bring the
overall tax rate to 36.10% in 2011 (versus 34.43% in 2010 and 2009).
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.
33
Net operating losses and tax credit carryforwards
Deferred tax assets related to net operating losses and tax carryforwards expire in the following years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
As of December 31, (M) |
|
Basis |
|
|
Tax |
|
|
Basis |
|
|
Tax |
|
|
Basis |
|
|
Tax |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
126 |
|
2011 |
|
|
|
|
|
|
|
|
|
|
225 |
|
|
|
110 |
|
|
|
170 |
|
|
|
83 |
|
2012 |
|
|
242 |
|
|
|
115 |
|
|
|
177 |
|
|
|
80 |
|
|
|
121 |
|
|
|
52 |
|
2013 |
|
|
171 |
|
|
|
81 |
|
|
|
146 |
|
|
|
59 |
|
|
|
133 |
|
|
|
43 |
|
2014(a) |
|
|
104 |
|
|
|
47 |
|
|
|
1,807 |
|
|
|
602 |
|
|
|
1,804 |
|
|
|
599 |
|
2015(b) |
|
|
8 |
|
|
|
2 |
|
|
|
190 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
2016 and after |
|
|
2,095 |
|
|
|
688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unlimited |
|
|
2,119 |
|
|
|
651 |
|
|
|
774 |
|
|
|
232 |
|
|
|
661 |
|
|
|
211 |
|
Total |
|
|
4,739 |
|
|
|
1,584 |
|
|
|
3,319 |
|
|
|
1,145 |
|
|
|
3,147 |
|
|
|
1,114 |
|
(a) |
Net operating losses and tax credit carryforwards in 2014 and after for 2009. |
(b) |
Net operating losses and tax credit carryforwards in 2015 and after for 2010. |
10) INTANGIBLE ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(M) |
|
Cost |
|
|
Amortization and impairment |
|
|
Net |
|
Goodwill |
|
|
1,903 |
|
|
|
(993 |
) |
|
|
910 |
|
Proved and unproved mineral interests |
|
|
13,719 |
|
|
|
(3,181 |
) |
|
|
10,538 |
|
Other intangible assets |
|
|
3,377 |
|
|
|
(2,412 |
) |
|
|
965 |
|
Total intangible assets |
|
18,999 |
|
|
(6,586) |
|
|
12,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
(M) |
|
Cost |
|
|
Amortization and impairment |
|
|
Net |
|
Goodwill |
|
|
1,498 |
|
|
|
(596 |
) |
|
|
902 |
|
Proved and unproved mineral interests |
|
|
10,099 |
|
|
|
(2,712 |
) |
|
|
7,387 |
|
Other intangible assets |
|
|
2,803 |
|
|
|
(2,175 |
) |
|
|
628 |
|
Total intangible assets |
|
|
14,400 |
|
|
|
(5,483 |
) |
|
|
8,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
(M) |
|
Cost |
|
|
Amortization and impairment |
|
|
Net |
|
Goodwill |
|
|
1,776 |
|
|
|
(614 |
) |
|
|
1,162 |
|
Proved and unproved mineral interests |
|
|
8,204 |
|
|
|
(2,421 |
) |
|
|
5,783 |
|
Other intangible assets |
|
|
2,712 |
|
|
|
(2,143 |
) |
|
|
569 |
|
Total intangible assets |
|
|
12,692 |
|
|
|
(5,178 |
) |
|
|
7,514 |
|
Changes in net intangible assets are analyzed in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(M) |
|
Net amount as of January 1, |
|
|
Acquisitions |
|
|
Disposals |
|
|
Amortization and impairment |
|
|
Currency translation adjustment |
|
|
Other |
|
|
Net amount as of December 31, |
|
2011 |
|
|
8,917 |
|
|
|
2,504 |
|
|
|
(428 |
) |
|
|
(991 |
) |
|
|
358 |
|
|
|
2,053 |
|
|
|
12,413 |
|
2010 |
|
|
7,514 |
|
|
|
2,466 |
|
|
|
(62 |
) |
|
|
(553 |
) |
|
|
491 |
|
|
|
(939 |
) |
|
|
8,917 |
|
2009 |
|
|
5,341 |
|
|
|
629 |
|
|
|
(64 |
) |
|
|
(345 |
) |
|
|
2 |
|
|
|
1,951 |
|
|
|
7,514 |
|
In 2011, the heading Other mainly includes Chesapeakes Barnett shale mineral interests reclassified
into the acquisitions for (649) million, the not yet paid part of the acquisition of Chesapeakes mineral interests in Utica
for 1,216 million, the reclassification of Joslyns mineral interests sold in 2011 and formerly classified in accordance with
IFRS 5 Non-current assets held for sale and discontinued operations for 384 million, and 697 million related to the acquisition of SunPower.
In 2010, the heading Other mainly included Chesapeakes Barnett shale mineral interests reclassified
into the acquisitions for (975) million and the reclassification of
Joslyns mineral interests in accordance with IFRS 5 Non-current assets held for sale and discontinued operations for
(390) million, including the currency translation adjustment, partially compensated by the acquisition of UTS for 646 million (see Note 3 to the Consolidated Financial Statements).
In 2009, the heading Other mainly included Chesapeakes Barnett shale mineral interests for
1,449 million (see Note 3 to the Consolidated Financial Statements).
34
A summary of changes in the carrying amount of goodwill by business segment for the year ended
December 31, 2011 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(M) |
|
Net goodwill as of January 1, 2011 |
|
|
Increases |
|
|
Impairments |
|
|
Other |
|
|
Net goodwill as of December 31, 2011 |
|
Upstream |
|
|
78 |
|
|
|
396 |
|
|
|
(383 |
) |
|
|
(2 |
) |
|
|
89 |
|
Downstream |
|
|
82 |
|
|
|
|
|
|
|
(1 |
) |
|
|
(12 |
) |
|
|
69 |
|
Chemicals |
|
|
717 |
|
|
|
23 |
|
|
|
(4 |
) |
|
|
(9 |
) |
|
|
727 |
|
Corporate |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25 |
|
Total |
|
|
902 |
|
|
|
419 |
|
|
|
(388 |
) |
|
|
(23 |
) |
|
|
910 |
|
In 2011, impairments of goodwill in the Upstream segment amount to 383 million and correspond to the impairment of the whole goodwill arising from the acquisition of SunPower (see Note 4E to the Consolidated Financial Statements).
11) PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(M) |
|
Cost |
|
|
Depreciation and impairment |
|
|
Net |
|
Upstream properties |
|
|
|
|
|
|
|
|
|
|
|
|
Proved properties |
|
|
84,222 |
|
|
|
(54,589 |
) |
|
|
29,633 |
|
Unproved properties |
|
|
209 |
|
|
|
|
|
|
|
209 |
|
Work in progress |
|
|
21,190 |
|
|
|
(15 |
) |
|
|
21,175 |
|
Subtotal |
|
|
105,621 |
|
|
|
(54,604 |
) |
|
|
51,017 |
|
Other property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
|
1,346 |
|
|
|
(398 |
) |
|
|
948 |
|
Machinery, plant and equipment (including transportation equipment) |
|
|
25,838 |
|
|
|
(18,349 |
) |
|
|
7,489 |
|
Buildings |
|
|
6,241 |
|
|
|
(4,131 |
) |
|
|
2,110 |
|
Work in progress |
|
|
1,534 |
|
|
|
(306 |
) |
|
|
1,228 |
|
Other |
|
|
6,564 |
|
|
|
(4,899 |
) |
|
|
1,665 |
|
Subtotal |
|
|
41,523 |
|
|
|
(28,083 |
) |
|
|
13,440 |
|
Total property, plant and equipment |
|
|
147,144 |
|
|
|
(82,687 |
) |
|
|
64,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
(M) |
|
Cost |
|
|
Depreciation and impairment |
|
|
Net |
|
Upstream properties |
|
|
|
|
|
|
|
|
|
|
|
|
Proved properties |
|
|
77,183 |
|
|
|
(50,582 |
) |
|
|
26,601 |
|
Unproved properties |
|
|
347 |
|
|
|
(1 |
) |
|
|
346 |
|
Work in progress |
|
|
14,712 |
|
|
|
(37 |
) |
|
|
14,675 |
|
Subtotal |
|
|
92,242 |
|
|
|
(50,620 |
) |
|
|
41,622 |
|
Other property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
|
1,304 |
|
|
|
(393 |
) |
|
|
911 |
|
Machinery, plant and equipment (including transportation equipment) |
|
|
23,831 |
|
|
|
(17,010 |
) |
|
|
6,821 |
|
Buildings |
|
|
6,029 |
|
|
|
(3,758 |
) |
|
|
2,271 |
|
Work in progress |
|
|
2,350 |
|
|
|
(488 |
) |
|
|
1,862 |
|
Other |
|
|
6,164 |
|
|
|
(4,687 |
) |
|
|
1,477 |
|
Subtotal |
|
|
39,678 |
|
|
|
(26,336 |
) |
|
|
13,342 |
|
Total property, plant and equipment |
|
|
131,920 |
|
|
|
(76,956 |
) |
|
|
54,964 |
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
(M) |
|
Cost |
|
|
Depreciation and impairment |
|
|
Net |
|
Upstream properties |
|
|
|
|
|
|
|
|
|
|
|
|
Proved properties |
|
|
71,082 |
|
|
|
(44,718 |
) |
|
|
26,364 |
|
Unproved properties |
|
|
182 |
|
|
|
(1 |
) |
|
|
181 |
|
Work in progress |
|
|
10,351 |
|
|
|
(51 |
) |
|
|
10,300 |
|
Subtotal |
|
|
81,615 |
|
|
|
(44,770 |
) |
|
|
36,845 |
|
Other property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
|
1,458 |
|
|
|
(435 |
) |
|
|
1,023 |
|
Machinery, plant and equipment (including transportation equipment) |
|
|
22,927 |
|
|
|
(15,900 |
) |
|
|
7,027 |
|
Buildings |
|
|
6,142 |
|
|
|
(3,707 |
) |
|
|
2,435 |
|
Work in progress |
|
|
2,774 |
|
|
|
(155 |
) |
|
|
2,619 |
|
Other |
|
|
6,506 |
|
|
|
(4,865 |
) |
|
|
1,641 |
|
Subtotal |
|
|
39,807 |
|
|
|
(25,062 |
) |
|
|
14,745 |
|
Total property, plant and equipment |
|
|
121,422 |
|
|
|
(69,832 |
) |
|
|
51,590 |
|
Changes in net property, plant and equipment are analyzed in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(M) |
|
Net amount as of January 1, |
|
|
Acquisitions |
|
|
Disposals |
|
|
Depreciation and impairment |
|
|
Currency translation adjustment |
|
|
Other |
|
|
Net amount as of December 31, |
|
2011 |
|
|
54,964 |
|
|
|
15,443 |
|
|
|
(1,489 |
) |
|
|
(7,636 |
) |
|
|
1,692 |
|
|
|
1,483 |
|
|
|
64,457 |
|
2010 |
|
|
51,590 |
|
|
|
11,346 |
|
|
|
(1,269 |
) |
|
|
(8,564 |
) |
|
|
2,974 |
|
|
|
(1,113 |
) |
|
|
54,964 |
|
2009 |
|
|
46,142 |
|
|
|
11,212 |
|
|
|
(65 |
) |
|
|
(6,765 |
) |
|
|
397 |
|
|
|
669 |
|
|
|
51,590 |
|
In 2011, the heading Disposals mainly includes the impact of sales of assets in the Upstream segment
(disposal of the interests in Gassled in Norway and in Joslyns field in Canada) and in the Downstream segment (disposal of Marketing assets in the United Kingdom) (see Note 3 to the Consolidated Financial Statements).
In 2011, the heading Depreciation and impairment includes the impact of impairments of assets recognized for 781 million (see Note 4D to the Consolidated Financial Statements).
In 2011, the heading Other corresponds to the increase of the asset for sites restitution for an amount of 653 million. It also includes 428 million related to the reclassification of tangible
assets of Joslyn and resins businesses sold in 2011 and formerly classified in accordance with IFRS 5 Non-current assets held for sale and discontinued operations.
In 2010, the heading Disposals mainly included the impact of sales of assets in the Upstream segment (sale of
the interests in the Valhall and Hod fields in Norway and sale of the interest in Block 31 in Angola, see Note 3 to the Consolidated Financial Statements).
In 2010, the heading Depreciation and impairment included the impact of impairments of assets recognized for 1,416 million (see Note 4D to the Consolidated Financial Statements).
In 2010, the heading Other mainly corresponded to the change in the consolidation method of Samsung Total Petrochemicals (see Note 12 to the Consolidated Financial Statements) for (541) million and the reclassification for (537) million, including the currency translation adjustment, of property, plant and equipment related to Joslyn, Total E&P Cameroun, and resins businesses subject to a disposal project in
accordance with IFRS 5 Non-current assets held for sale and discontinued operations, partially compensated by the acquisition of UTS for 217 million (see Note 3 to the Consolidated Financial Statements).
36
In 2009, the heading Other mainly included changes in net property, plant and equipment related to asset
retirement obligations and Chesapeakes Barnett shale tangible assets for 113 million (see Note 3 to the Consolidated Financial
Statements).
Property, plant and equipment presented above include the following amounts for facilities and equipment under finance leases that have
been capitalized:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(M) |
|
Cost |
|
|
Depreciation and impairment |
|
|
Net |
|
Machinery, plant and equipment |
|
|
414 |
|
|
|
(284 |
) |
|
|
130 |
|
Buildings |
|
|
54 |
|
|
|
(25 |
) |
|
|
29 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
468 |
|
|
|
(309 |
) |
|
|
159 |
|
|
|
|
|
As of December 31,
2010 (M) |
|
Cost
|
|
|
Depreciation
and impairment |
|
|
Net
|
|
Machinery, plant and equipment |
|
|
480 |
|
|
|
(332 |
) |
|
|
148 |
|
Buildings |
|
|
54 |
|
|
|
(24 |
) |
|
|
30 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
534 |
|
|
|
(356 |
) |
|
|
178 |
|
|
|
|
|
As of December 31,
2009 (M) |
|
Cost
|
|
|
Depreciation
and impairment |
|
|
Net
|
|
Machinery, plant and equipment |
|
|
548 |
|
|
|
(343 |
) |
|
|
205 |
|
Buildings |
|
|
60 |
|
|
|
(30 |
) |
|
|
30 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
608 |
|
|
|
(373 |
) |
|
|
235 |
|
37
12) EQUITY AFFILIATES: INVESTMENTS AND LOANS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
Equity value
(M) |
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
% owned |
|
|
equity value |
|
NLNG |
|
|
15.00 |
% |
|
|
15.00 |
% |
|
|
15.00 |
% |
|
|
953 |
|
|
|
1,108 |
|
|
|
1,136 |
|
PetroCedeño EM |
|
|
30.32 |
% |
|
|
30.32 |
% |
|
|
30.32 |
% |
|
|
1,233 |
|
|
|
1,136 |
|
|
|
874 |
|
CEPSA (Upstream share)(d) |
|
|
|
|
|
|
48.83 |
% |
|
|
48.83 |
% |
|
|
|
|
|
|
340 |
|
|
|
385 |
|
Angola LNG Ltd. |
|
|
13.60 |
% |
|
|
13.60 |
% |
|
|
13.60 |
% |
|
|
869 |
|
|
|
710 |
|
|
|
490 |
|
Qatargas |
|
|
10.00 |
% |
|
|
10.00 |
% |
|
|
10.00 |
% |
|
|
97 |
|
|
|
85 |
|
|
|
83 |
|
Société du Terminal Méthanier de Fos Cavaou |
|
|
27.60 |
% |
|
|
28.03 |
% |
|
|
28.79 |
% |
|
|
119 |
|
|
|
125 |
|
|
|
124 |
|
Dolphin Energy Ltd (Del) Abu Dhabi |
|
|
24.50 |
% |
|
|
24.50 |
% |
|
|
24.50 |
% |
|
|
208 |
|
|
|
172 |
|
|
|
118 |
|
Qatar Liquefied Gas Company Limited II (Train B) |
|
|
16.70 |
% |
|
|
16.70 |
% |
|
|
16.70 |
% |
|
|
209 |
|
|
|
184 |
|
|
|
143 |
|
Yemen LNG Co |
|
|
39.62 |
% |
|
|
39.62 |
% |
|
|
39.62 |
% |
|
|
169 |
|
|
|
25 |
|
|
|
(15 |
) |
Shtokman Development AG |
|
|
25.00 |
% |
|
|
25.00 |
% |
|
|
25.00 |
% |
|
|
248 |
|
|
|
214 |
|
|
|
162 |
|
AMYRIS(a) |
|
|
21.37 |
% |
|
|
22.03 |
% |
|
|
|
|
|
|
79 |
|
|
|
101 |
|
|
|
|
|
Novatek(e) |
|
|
14.09 |
% |
|
|
|
|
|
|
|
|
|
|
3,368 |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
803 |
|
|
|
724 |
|
|
|
760 |
|
Total associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,355 |
|
|
|
4,924 |
|
|
|
4,260 |
|
Yamal LNG(e) |
|
|
20.01 |
% |
|
|
|
|
|
|
|
|
|
|
495 |
|
|
|
|
|
|
|
|
|
Ichthys LNG Ltd(e) |
|
|
24.00 |
% |
|
|
|
|
|
|
|
|
|
|
82 |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78 |
|
|
|
|
|
Total jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
577 |
|
|
|
78 |
|
|
|
|
|
Total Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,932 |
|
|
|
5,002 |
|
|
|
4,260 |
|
CEPSA (Downstream share)(d) |
|
|
|
|
|
|
48.83 |
% |
|
|
48.83 |
% |
|
|
|
|
|
|
2,151 |
|
|
|
1,927 |
|
Saudi Aramco Total Refining & Petrochemicals (Downstream share) |
|
|
37.50 |
% |
|
|
37.50 |
% |
|
|
37.50 |
% |
|
|
112 |
|
|
|
47 |
|
|
|
60 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166 |
|
|
|
159 |
|
|
|
123 |
|
Total associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
278 |
|
|
|
2,357 |
|
|
|
2,110 |
|
SARA(c) |
|
|
50.00 |
% |
|
|
50.00 |
% |
|
|
|
|
|
|
125 |
|
|
|
134 |
|
|
|
|
|
TotalErg(a) |
|
|
49.00 |
% |
|
|
49.00 |
% |
|
|
|
|
|
|
296 |
|
|
|
289 |
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
Total jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
421 |
|
|
|
425 |
|
|
|
|
|
Total Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
699 |
|
|
|
2,782 |
|
|
|
2,110 |
|
CEPSA (Chemicals share)(d) |
|
|
|
|
|
|
48.83 |
% |
|
|
48.83 |
% |
|
|
|
|
|
|
411 |
|
|
|
396 |
|
Qatar Petrochemical Company Ltd. |
|
|
20.00 |
% |
|
|
20.00 |
% |
|
|
20.00 |
% |
|
|
240 |
|
|
|
221 |
|
|
|
205 |
|
Saudi Aramco Total Refining & Petrochemicals (Chemicals share) |
|
|
37.50 |
% |
|
|
37.50 |
% |
|
|
37.50 |
% |
|
|
9 |
|
|
|
4 |
|
|
|
5 |
|
Qatofin Company Limited |
|
|
36.36 |
% |
|
|
36.36 |
% |
|
|
36.36 |
% |
|
|
136 |
|
|
|
27 |
|
|
|
9 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
41 |
|
|
|
37 |
|
Total associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
412 |
|
|
|
704 |
|
|
|
652 |
|
Samsung Total Petrochemicals(c) |
|
|
50.00 |
% |
|
|
50.00 |
% |
|
|
|
|
|
|
706 |
|
|
|
645 |
|
|
|
|
|
Total jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
706 |
|
|
|
645 |
|
|
|
|
|
Total Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,118 |
|
|
|
1,349 |
|
|
|
652 |
|
Sanofi(b) |
|
|
|
|
|
|
|
|
|
|
7.39 |
% |
|
|
|
|
|
|
|
|
|
|
4,235 |
|
Total associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,235 |
|
Total jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,235 |
|
Total investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,749 |
|
|
|
9,133 |
|
|
|
11,257 |
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,246 |
|
|
|
2,383 |
|
|
|
2,367 |
|
Total investments and loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,995 |
|
|
|
11,516 |
|
|
|
13,624 |
|
(a) |
Investment accounted for by the equity method as from 2010. |
(b) |
End of the accounting for by the equity method of Sanofi as of July 1st, 2010
(see Note 3 to the Consolidated Financial Statements). |
(c) |
Change in the consolidation method as of January 1st, 2010.
|
(d) |
Sale of CEPSA on July 29th, 2011. |
(e) |
Investment accounted for by the equity method as from 2011. |
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
For the year ended December 31, |
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Equity in income (loss)
(M) |
|
% owned |
|
|
Equity in income (loss) |
|
NLNG |
|
|
15.00 |
% |
|
|
15.00 |
% |
|
|
15.00 |
% |
|
|
374 |
|
|
|
207 |
|
|
|
227 |
|
PetroCedeño EM |
|
|
30.32 |
% |
|
|
30.32 |
% |
|
|
30.32 |
% |
|
|
55 |
|
|
|
195 |
|
|
|
166 |
|
CEPSA (Upstream share)(d) |
|
|
|
|
|
|
48.83 |
% |
|
|
48.83 |
% |
|
|
15 |
|
|
|
57 |
|
|
|
23 |
|
Angola LNG Ltd. |
|
|
13.60 |
% |
|
|
13.60 |
% |
|
|
13.60 |
% |
|
|
6 |
|
|
|
8 |
|
|
|
9 |
|
Qatargas |
|
|
10.00 |
% |
|
|
10.00 |
% |
|
|
10.00 |
% |
|
|
196 |
|
|
|
136 |
|
|
|
114 |
|
Société du Terminal Méthanier de Fos Cavaou |
|
|
27.60 |
% |
|
|
28.03 |
% |
|
|
28.79 |
% |
|
|
13 |
|
|
|
|
|
|
|
|
|
Dolphin Energy Ltd (Del) Abu Dhabi |
|
|
24.50 |
% |
|
|
24.50 |
% |
|
|
24.50 |
% |
|
|
131 |
|
|
|
121 |
|
|
|
94 |
|
Qatar Liquefied Gas Company Limited II (Train B) |
|
|
16.70 |
% |
|
|
16.70 |
% |
|
|
16.70 |
% |
|
|
446 |
|
|
|
288 |
|
|
|
8 |
|
Yemen LNG Co |
|
|
39.62 |
% |
|
|
39.62 |
% |
|
|
39.62 |
% |
|
|
130 |
|
|
|
37 |
|
|
|
34 |
|
Shtokman Development AG |
|
|
25.00 |
% |
|
|
25.00 |
% |
|
|
25.00 |
% |
|
|
1 |
|
|
|
(5 |
) |
|
|
4 |
|
AMYRIS(a) |
|
|
21.37 |
% |
|
|
22.03 |
% |
|
|
|
|
|
|
(23 |
) |
|
|
(3 |
) |
|
|
|
|
Novatek(e) |
|
|
14.09 |
% |
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
274 |
|
|
|
140 |
|
|
|
180 |
|
Total associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,642 |
|
|
|
1,181 |
|
|
|
859 |
|
Yamal LNG(e) |
|
|
20.01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ichthys LNG Ltd(e) |
|
|
24.00 |
% |
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56 |
) |
|
|
6 |
|
|
|
|
|
Total jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63 |
) |
|
|
6 |
|
|
|
|
|
Total Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,579 |
|
|
|
1,187 |
|
|
|
859 |
|
CEPSA (Downstream share)(d) |
|
|
|
|
|
|
48.83 |
% |
|
|
48.83 |
% |
|
|
26 |
|
|
|
172 |
|
|
|
149 |
|
Saudi Aramco Total Refining & Petrochemicals (Downstream share) |
|
|
37.50 |
% |
|
|
37.50 |
% |
|
|
37.50 |
% |
|
|
(27 |
) |
|
|
(19 |
) |
|
|
(12 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
76 |
|
|
|
81 |
|
Total associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
|
229 |
|
|
|
218 |
|
SARA(c) |
|
|
50.00 |
% |
|
|
50.00 |
% |
|
|
|
|
|
|
11 |
|
|
|
31 |
|
|
|
|
|
TotalErg(a) |
|
|
49.00 |
% |
|
|
49.00 |
% |
|
|
|
|
|
|
7 |
|
|
|
(11 |
) |
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
2 |
|
|
|
|
|
Total jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
22 |
|
|
|
|
|
Total Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42 |
|
|
|
251 |
|
|
|
218 |
|
CEPSA (Chemicals share)(d) |
|
|
|
|
|
|
48.83 |
% |
|
|
48.83 |
% |
|
|
19 |
|
|
|
78 |
|
|
|
10 |
|
Qatar Petrochemical Company Ltd. |
|
|
20.00 |
% |
|
|
20.00 |
% |
|
|
20.00 |
% |
|
|
89 |
|
|
|
84 |
|
|
|
74 |
|
Saudi Aramco Total Refining & Petrochemicals (Chemicals share) |
|
|
37.50 |
% |
|
|
37.50 |
% |
|
|
37.50 |
% |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
Qatofin Company Limited |
|
|
36.36 |
% |
|
|
36.36 |
% |
|
|
36.36 |
% |
|
|
98 |
|
|
|
36 |
|
|
|
(5 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13 |
) |
|
|
5 |
|
|
|
1 |
|
Total associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190 |
|
|
|
202 |
|
|
|
79 |
|
Samsung Total Petrochemicals(c) |
|
|
50.00 |
% |
|
|
50.00 |
% |
|
|
|
|
|
|
114 |
|
|
|
104 |
|
|
|
|
|
Total jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114 |
|
|
|
104 |
|
|
|
|
|
Total Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
304 |
|
|
|
306 |
|
|
|
79 |
|
Sanofi(b) |
|
|
|
|
|
|
|
|
|
|
7.39 |
% |
|
|
|
|
|
|
209 |
|
|
|
486 |
|
Total associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
209 |
|
|
|
486 |
|
Total jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
209 |
|
|
|
486 |
|
Total investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,925 |
|
|
|
1,953 |
|
|
|
1,642 |
|
(a) |
Investment accounted for by the equity method as from 2010. |
(b) |
End of the accounting for by the equity method of Sanofi as of July 1st, 2010
(see Note 3 to the Consolidated Financial Statements). |
(c) |
Change in the consolidation method as of January 1st, 2010.
|
(d) |
Sale of CEPSA on July 29th, 2011. |
(e) |
Investment accounted for by the equity method as from 2011. |
The market value of the Groups share in Novatek amounts to 4,034 million as of December 31, 2011 for an equity value of 3,368 million.
39
In Group share, the main financial items of the equity affiliates are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
Associates |
|
|
Jointly- controlled entities |
|
|
Associates |
|
|
Jointly- controlled entities |
|
|
Associates |
|
|
Jointly- controlled entities |
|
Assets |
|
|
18,088 |
|
|
|
3,679 |
|
|
|
19,192 |
|
|
|
2,770 |
|
|
|
22,681 |
|
|
|
|
|
Shareholders equity |
|
|
9,045 |
|
|
|
1,704 |
|
|
|
7,985 |
|
|
|
1,148 |
|
|
|
11,257 |
|
|
|
|
|
Liabilities |
|
|
9,043 |
|
|
|
1,975 |
|
|
|
11,207 |
|
|
|
1,622 |
|
|
|
11,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
For the year
ended December 31, (M) |
|
Associates |
|
|
Jointly- controlled entities |
|
|
Associates |
|
|
Jointly- controlled entities |
|
|
Associates |
|
|
Jointly- controlled entities |
|
Revenues from sales |
|
|
9,948 |
|
|
|
5,631 |
|
|
|
16,529 |
|
|
|
2,575 |
|
|
|
14,434 |
|
|
|
|
|
Pre-tax income |
|
|
2,449 |
|
|
|
119 |
|
|
|
2,389 |
|
|
|
166 |
|
|
|
2,168 |
|
|
|
|
|
Income tax |
|
|
(594 |
) |
|
|
(49 |
) |
|
|
(568 |
) |
|
|
(34 |
) |
|
|
(526 |
) |
|
|
|
|
Net income |
|
|
1,855 |
|
|
|
70 |
|
|
|
1,821 |
|
|
|
132 |
|
|
|
1,642 |
|
|
|
|
|
13) OTHER INVESTMENTS
The investments detailed below are classified as Financial assets available for sale (see Note 1 paragraph M(ii) to the Consolidated Financial
Statements).
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(M) |
|
Carrying amount |
|
|
Unrealized gain (loss) |
|
|
Balance sheet value |
|
Sanofi(a) |
|
|
2,100 |
|
|
|
351 |
|
|
|
2,451 |
|
Areva(b) |
|
|
69 |
|
|
|
1 |
|
|
|
70 |
|
Arkema |
|
|
|
|
|
|
|
|
|
|
|
|
Chicago Mercantile Exchange Group |
|
|
1 |
|
|
|
6 |
|
|
|
7 |
|
Olympia Energy Fund energy investment fund |
|
|
38 |
|
|
|
(5 |
) |
|
|
33 |
|
Gevo |
|
|
15 |
|
|
|
(3 |
) |
|
|
12 |
|
Other publicly traded equity securities |
|
|
3 |
|
|
|
(1 |
) |
|
|
2 |
|
Total publicly traded equity
securities(c) |
|
|
2,226 |
|
|
|
349 |
|
|
|
2,575 |
|
BBPP |
|
|
62 |
|
|
|
|
|
|
|
62 |
|
Ocensa(d) |
|
|
85 |
|
|
|
|
|
|
|
85 |
|
BTC Limited |
|
|
132 |
|
|
|
|
|
|
|
132 |
|
Other equity securities |
|
|
820 |
|
|
|
|
|
|
|
820 |
|
Total other equity securities(c) |
|
|
1,099 |
|
|
|
|
|
|
|
1,099 |
|
Other investments |
|
|
3,325 |
|
|
|
349 |
|
|
|
3,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
(M) |
|
Carrying amount |
|
|
Unrealized gain (loss) |
|
|
Balance sheet value |
|
Sanofi(a) |
|
|
3,510 |
|
|
|
(56 |
) |
|
|
3,454 |
|
Areva(b) |
|
|
69 |
|
|
|
63 |
|
|
|
132 |
|
Arkema |
|
|
|
|
|
|
|
|
|
|
|
|
Chicago Mercantile Exchange Group |
|
|
1 |
|
|
|
9 |
|
|
|
10 |
|
Olympia Energy Fund energy investment fund |
|
|
37 |
|
|
|
(3 |
) |
|
|
34 |
|
Other publicly traded equity securities |
|
|
2 |
|
|
|
(1 |
) |
|
|
1 |
|
Total publicly traded equity
securities(c) |
|
|
3,619 |
|
|
|
12 |
|
|
|
3,631 |
|
BBPP |
|
|
60 |
|
|
|
|
|
|
|
60 |
|
BTC Limited |
|
|
141 |
|
|
|
|
|
|
|
141 |
|
Other equity securities |
|
|
758 |
|
|
|
|
|
|
|
758 |
|
Total other equity securities(c) |
|
|
959 |
|
|
|
|
|
|
|
959 |
|
Other investments |
|
|
4,578 |
|
|
|
12 |
|
|
|
4,590 |
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
(M) |
|
Carrying amount |
|
|
Unrealized gain (loss) |
|
|
Balance sheet value |
|
Areva(b) |
|
|
69 |
|
|
|
58 |
|
|
|
127 |
|
Arkema |
|
|
15 |
|
|
|
47 |
|
|
|
62 |
|
Chicago Mercantile Exchange Group |
|
|
1 |
|
|
|
9 |
|
|
|
10 |
|
Olympia Energy Fund energy investment fund |
|
|
35 |
|
|
|
(2 |
) |
|
|
33 |
|
Other publicly traded equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
Total publicly traded equity
securities(c) |
|
|
120 |
|
|
|
112 |
|
|
|
232 |
|
BBPP |
|
|
72 |
|
|
|
|
|
|
|
72 |
|
BTC Limited |
|
|
144 |
|
|
|
|
|
|
|
144 |
|
Other equity securities |
|
|
714 |
|
|
|
|
|
|
|
714 |
|
Total other equity securities(c) |
|
|
930 |
|
|
|
|
|
|
|
930 |
|
Other investments |
|
|
1,050 |
|
|
|
112 |
|
|
|
1,162 |
|
(a) |
End of the accounting for by the equity method of Sanofi as of July 1st, 2010 (see Note 3 to the Consolidated Financial Statements). |
(b) |
Unrealized gain based on the investment certificate. |
(c) |
Including cumulative impairments of 604 million in 2011, 597 million in 2010 and
599 million in 2009. |
(d) |
End of the accounting for by the equity method of Ocensa in July 2011 (see Note 3 to the Consolidated Financial Statements). |
14) OTHER NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(M) |
|
Gross value |
|
|
Valuation allowance |
|
|
Net value |
|
Deferred income tax assets |
|
|
1,767 |
|
|
|
|
|
|
|
1,767 |
|
Loans and advances(a) |
|
|
2,454 |
|
|
|
(399 |
) |
|
|
2,055 |
|
Other |
|
|
1,049 |
|
|
|
|
|
|
|
1,049 |
|
Total |
|
|
5,270 |
|
|
|
(399 |
) |
|
|
4,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
(M) |
|
Gross value |
|
|
Valuation allowance |
|
|
Net value |
|
Deferred income tax assets |
|
|
1,378 |
|
|
|
|
|
|
|
1,378 |
|
Loans and advances(a) |
|
|
2,060 |
|
|
|
(464 |
) |
|
|
1,596 |
|
Other |
|
|
681 |
|
|
|
|
|
|
|
681 |
|
Total |
|
|
4,119 |
|
|
|
(464 |
) |
|
|
3,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
(M) |
|
Gross value |
|
|
Valuation allowance |
|
|
Net value |
|
Deferred income tax assets |
|
|
1,164 |
|
|
|
|
|
|
|
1,164 |
|
Loans and advances(a) |
|
|
1,871 |
|
|
|
(587 |
) |
|
|
1,284 |
|
Other |
|
|
633 |
|
|
|
|
|
|
|
633 |
|
Total |
|
|
3,668 |
|
|
|
(587 |
) |
|
|
3,081 |
|
(a) |
Excluding loans to equity affiliates. |
Changes in the
valuation allowance on loans and advances are detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, |
|
2011 |
|
|
(464 |
) |
|
|
(25 |
) |
|
|
122 |
|
|
|
(32 |
) |
|
|
(399 |
) |
2010 |
|
|
(587 |
) |
|
|
(33 |
) |
|
|
220 |
|
|
|
(64 |
) |
|
|
(464 |
) |
2009 |
|
|
(529 |
) |
|
|
(19 |
) |
|
|
29 |
|
|
|
(68 |
) |
|
|
(587 |
) |
15) INVENTORIES
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(M) |
|
Gross value |
|
|
Valuation allowance |
|
|
Net value |
|
Crude oil and natural gas |
|
|
4,735 |
|
|
|
(24 |
) |
|
|
4,711 |
|
Refined products |
|
|
9,706 |
|
|
|
(36 |
) |
|
|
9,670 |
|
Chemicals products |
|
|
1,489 |
|
|
|
(103 |
) |
|
|
1,386 |
|
Other inventories |
|
|
2,761 |
|
|
|
(406 |
) |
|
|
2,355 |
|
Total |
|
|
18,691 |
|
|
|
(569 |
) |
|
|
18,122 |
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
(M) |
|
Gross value |
|
|
Valuation allowance |
|
|
Net value |
|
Crude oil and natural gas |
|
|
4,990 |
|
|
|
|
|
|
|
4,990 |
|
Refined products |
|
|
7,794 |
|
|
|
(28 |
) |
|
|
7,766 |
|
Chemicals products |
|
|
1,350 |
|
|
|
(99 |
) |
|
|
1,251 |
|
Other inventories |
|
|
1,911 |
|
|
|
(318 |
) |
|
|
1,593 |
|
Total |
|
|
16,045 |
|
|
|
(445 |
) |
|
|
15,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
(M) |
|
Gross value |
|
|
Valuation allowance |
|
|
Net value |
|
Crude oil and natural gas |
|
|
4,581 |
|
|
|
|
|
|
|
4,581 |
|
Refined products |
|
|
6,647 |
|
|
|
(18 |
) |
|
|
6,629 |
|
Chemicals products |
|
|
1,234 |
|
|
|
(113 |
) |
|
|
1,121 |
|
Other inventories |
|
|
1,822 |
|
|
|
(286 |
) |
|
|
1,536 |
|
Total |
|
|
14,284 |
|
|
|
(417 |
) |
|
|
13,867 |
|
Changes in the valuation allowance on inventories are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
Valuation allowance as of January 1, |
|
|
Increase (net) |
|
|
Currency translation adjustment and other variations |
|
|
Valuation allowance as of December 31, |
|
2011 |
|
|
(445 |
) |
|
|
(83 |
) |
|
|
(41 |
) |
|
|
(569 |
) |
2010 |
|
|
(417 |
) |
|
|
(39 |
) |
|
|
11 |
|
|
|
(445 |
) |
2009 |
|
|
(1,115 |
) |
|
|
700 |
|
|
|
(2 |
) |
|
|
(417 |
) |
16) ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(M) |
|
Gross value |
|
|
Valuation allowance |
|
|
Net value |
|
Accounts receivable |
|
|
20,532 |
|
|
|
(483 |
) |
|
|
20,049 |
|
Recoverable taxes |
|
|
2,398 |
|
|
|
|
|
|
|
2,398 |
|
Other operating receivables |
|
|
7,750 |
|
|
|
(283 |
) |
|
|
7,467 |
|
Deferred income tax |
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
840 |
|
|
|
|
|
|
|
840 |
|
Other current assets |
|
|
62 |
|
|
|
|
|
|
|
62 |
|
Other current assets |
|
|
11,050 |
|
|
|
(283 |
) |
|
|
10,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
(M) |
|
Gross value |
|
|
Valuation allowance |
|
|
Net value |
|
Accounts receivable |
|
|
18,635 |
|
|
|
(476 |
) |
|
|
18,159 |
|
Recoverable taxes |
|
|
2,227 |
|
|
|
|
|
|
|
2,227 |
|
Other operating receivables |
|
|
4,543 |
|
|
|
(136 |
) |
|
|
4,407 |
|
Deferred income tax |
|
|
151 |
|
|
|
|
|
|
|
151 |
|
Prepaid expenses |
|
|
657 |
|
|
|
|
|
|
|
657 |
|
Other current assets |
|
|
41 |
|
|
|
|
|
|
|
41 |
|
Other current assets |
|
|
7,619 |
|
|
|
(136 |
) |
|
|
7,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
(M) |
|
Gross value |
|
|
Valuation allowance |
|
|
Net value |
|
Accounts receivable |
|
|
16,187 |
|
|
|
(468 |
) |
|
|
15,719 |
|
Recoverable taxes |
|
|
2,156 |
|
|
|
|
|
|
|
2,156 |
|
Other operating receivables |
|
|
5,214 |
|
|
|
(69 |
) |
|
|
5,145 |
|
Deferred income tax |
|
|
214 |
|
|
|
|
|
|
|
214 |
|
Prepaid expenses |
|
|
638 |
|
|
|
|
|
|
|
638 |
|
Other current assets |
|
|
45 |
|
|
|
|
|
|
|
45 |
|
Other current assets |
|
|
8,267 |
|
|
|
(69 |
) |
|
|
8,198 |
|
42
Changes in the valuation allowance on Accounts receivable and Other current assets are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(M) |
|
Valuation allowance as of January 1, |
|
|
Increase (net) |
|
|
Currency translation adjustments and other variations |
|
|
Valuation allowance as of December 31, |
|
Accounts receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
(476 |
) |
|
|
4 |
|
|
|
(11 |
) |
|
|
(483 |
) |
2010 |
|
|
(468 |
) |
|
|
(31 |
) |
|
|
23 |
|
|
|
(476 |
) |
2009 |
|
|
(460 |
) |
|
|
(17 |
) |
|
|
9 |
|
|
|
(468 |
) |
Other current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
(136 |
) |
|
|
(132 |
) |
|
|
(15 |
) |
|
|
(283 |
) |
2010 |
|
|
(69 |
) |
|
|
(66 |
) |
|
|
(1 |
) |
|
|
(136 |
) |
2009 |
|
|
(19 |
) |
|
|
(14 |
) |
|
|
(36 |
) |
|
|
(69 |
) |
As of December 31, 2011, the net portion of the overdue receivables includes in Accounts receivable
and Other current assets is 3,556 million, of which 1,857 million has expired for less than 90 days, 365 million has expired between 90
days and 6 months, 746 million has expired between 6 and 12 months and
588 million has expired for more than 12 months.
As of December 31, 2010, the net portion of the overdue receivables includes in Accounts receivable and Other current assets is
3,141 million, of which
1,885 million has expired for less than 90 days, 292 million has expired between 90 days and 6 months, 299 million has expired between
6 and 12 months and 665 million has expired for more than 12 months.
As of December 31, 2009, the net portion of the overdue receivables included in Accounts receivable and Other current assets is
3,610 million, of which
2,116 million has expired for less than 90 days, 486 million has expired between 90 days and 6 months, 246 million has expired between
6 and 12 months and 762 million has expired for more than 12 months.
17) SHAREHOLDERS EQUITY
Number of TOTAL shares
The Companys common shares, par value 2.50, as
of December 31, 2011 are the only category of shares. Shares may be held in either bearer or registered form.
Double voting rights are granted to holders of shares that are fully-paid and held 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 to restricted shares in the event of an increase in share capital by incorporation of reserves,
profits or premiums based on shares already held that are entitled to double voting rights.
Pursuant to the Companys bylaws (Statuts), 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 Companys 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 Companys shares.
The authorized share capital amounts to 3,446,401,650 shares as of December 31, 2011 compared to 3,439,391,697 shares as of December 31, 2010
and 3,381,921,458 as of December 31, 2009.
43
Variation of the share capital
|
|
|
|
|
|
|
As of January 1,
2009 |
|
|
|
|
2,371,808,074 |
|
Shares issued in connection with: |
|
Exercise of TOTAL share subscription options |
|
|
934,780 |
|
|
|
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options |
|
|
480,030 |
|
Cancellation of
shares(a) |
|
|
|
|
(24,800,000 |
) |
As of January 1, 2010 |
|
|
|
|
2,348,422,884
|
|
Shares issued in connection with: |
|
Exercise of TOTAL share subscription options |
|
|
1,218,047 |
|
As of January 1, 2011 |
|
|
|
|
2,349,640,931
|
|
Shares issued in connection with: |
|
Capital increase reserved for employees |
|
|
8,902,717 |
|
|
|
Exercise of TOTAL share subscription options |
|
|
5,223,665 |
|
As of December 31, 2011(b) |
|
|
|
|
2,363,767,313
|
|
(a) |
Decided by the Board of Directors on July 30, 2009. |
(b) |
Including 109,554,173 treasury shares deducted from consolidated shareholders equity. |
The variation of both weighted-average number of shares and weighted-average number of diluted shares respectively used in the calculation of earnings per share and fully-diluted earnings per share is detailed as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Number of shares as of January 1, |
|
|
2,349,640,931 |
|
|
|
2,348,422,884 |
|
|
|
2,371,808,074 |
|
Number of shares issued during the year (pro rated) |
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of TOTAL share subscription options |
|
|
3,412,123 |
|
|
|
412,114 |
|
|
|
221,393 |
|
Exercise of TOTAL share purchase options |
|
|
|
|
|
|
984,800 |
|
|
|
93,827 |
|
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options |
|
|
|
|
|
|
|
|
|
|
393,623 |
|
TOTAL performance shares |
|
|
978,503 |
|
|
|
416,420 |
|
|
|
1,164,389 |
|
Global free TOTAL share plan(a) |
|
|
506 |
|
|
|
15 |
|
|
|
|
|
Capital increase reserved for employees |
|
|
5,935,145 |
|
|
|
|
|
|
|
|
|
TOTAL shares held by TOTAL S.A. or by its subsidiaries and deducted from shareholders
equity |
|
|
(112,487,679 |
) |
|
|
(115,407,190 |
) |
|
|
(143,082,095 |
) |
Weighted-average number of shares |
|
|
2,247,479,529 |
|
|
|
2,234,829,043 |
|
|
|
2,230,599,211 |
|
Dilutive effect |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL share subscription and purchase options |
|
|
470,095 |
|
|
|
1,758,006 |
|
|
|
1,711,961 |
|
TOTAL performance shares |
|
|
6,174,808 |
|
|
|
6,031,963 |
|
|
|
4,920,599 |
|
Global free TOTAL share plan(a) |
|
|
2,523,233 |
|
|
|
1,504,071 |
|
|
|
|
|
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options |
|
|
|
|
|
|
|
|
|
|
60,428 |
|
Capital increase reserved for employees |
|
|
303,738 |
|
|
|
371,493 |
|
|
|
|
|
Weighted-average number of diluted shares |
|
|
2,256,951,403 |
|
|
|
2,244,494,576 |
|
|
|
2,237,292,199 |
|
(a) |
The Board of Directors approved on May 21, 2010 the implementation and conditions of a global free share plan intended for the Group employees.
|
Capital increase reserved for Group employees
At the shareholders meeting held on May 21, 2010, the shareholders delegated to the Board of Directors the authority to increase the share capital of the Company in one or more transactions and within a
maximum period of 26 months from the date of the meeting, by an amount not exceeding 1.5% of the share capital outstanding on the date of the meeting of the Board of Directors at which a decision to proceed with an issuance is made reserving
subscriptions for such issuance to the Group employees participating in a company savings plan. It is being specified that the amount of any such capital increase reserved for Group employees was counted against the
aggregate maximum nominal amount of share capital increases authorized by the shareholders meeting held on May 21, 2010 for issuing new ordinary shares or other securities granting
immediate or future access to the Companys share capital with preferential subscription rights (2.5 billion in nominal value).
Pursuant to this delegation of authorization, the Board of Directors, during its October 28, 2010 meeting, decided to proceed with a capital
increase reserved for employees in 2011 within the limit of 12 million shares with dividend rights as of January 1, 2010 and delegated to the Chairman and Chief Executive Officer all powers to determine the opening and closing of the
subscription period and the subscription price.
44
On March 14, 2011, the Chairman and Chief Executive Officer decided that the subscription period would be set
from March 16, 2011 to April 1, 2011 included, and acknowledged that the subscription price per ordinary share would be set at
34.80. With respect to this capital increase, 8,902,717 TOTAL shares were subscribed and created on April 28, 2011.
Share cancellation
Pursuant to the authorization
granted by the shareholders meeting held on May 11, 2007 authorizing reduction of capital by cancellation of shares held by the Company within the limit of 10% of the outstanding capital every 24 months, the Board of Directors decided on
July 30, 2009 to cancel 24,800,000 shares acquired in 2008 at an average price of 49.28 per share.
Treasury shares (TOTAL shares held by TOTAL S.A.)
As
of December 31, 2011, TOTAL S.A. holds 9,222,905 of its own shares, representing 0.39% of its share capital, detailed as follows:
|
|
6,712,528 shares allocated to TOTAL share grant plans for Group employees; |
|
|
2,510,377 shares intended to be allocated to new TOTAL share purchase option plans or to new share grant plans. |
These shares are deducted from the consolidated shareholders equity.
As of December 31, 2010, TOTAL S.A. held 12,156,411 of its own shares, representing 0.52% of its share capital, detailed as follows:
|
|
6,012,460 shares allocated to TOTAL share grant plans for Group employees; |
|
|
6,143,951 shares intended to be allocated to new TOTAL share purchase option plans or to new share grant plans. |
These shares were deducted from the consolidated shareholders equity.
As of December 31, 2009, TOTAL S.A. held 15,075,922 of its own shares, representing 0.64% of its share capital, detailed as follows:
|
|
6,017,499 shares allocated to covering TOTAL share purchase option plans for Group employees and executive officers; |
|
|
5,799,400 shares allocated to TOTAL share grant plans for Group employees; and
|
|
|
3,259,023 shares intended to be allocated to new TOTAL share purchase option plans or to new share grant plans. |
These shares were deducted from the consolidated shareholders equity.
TOTAL shares held by Group subsidiaries
As of December 31, 2011, 2010 and 2009, TOTAL S.A. held
indirectly through its subsidiaries 100,331,268 of its own shares, representing 4.24% of its share capital as of December 31, 2011, 4.27% of its share capital as of December 31, 2010 and 4.27% of its share capital as of December 31,
2009 detailed as follows:
|
|
2,023,672 shares held by a consolidated subsidiary, Total Nucléaire, 100% indirectly controlled by TOTAL S.A.; and |
|
|
98,307,596 shares held by subsidiaries of Elf Aquitaine (Financière Valorgest, Sogapar and Fingestval), 100% indirectly controlled by TOTAL S.A.
|
These shares are deducted from the consolidated shareholders equity.
Dividend
TOTAL S.A. paid on May 26, 2011 the balance of the dividend of 1.14 per share for the 2010 fiscal year (the ex-dividend date was May 23, 2011). In addition, TOTAL S.A. paid two quarterly interim
dividends for the fiscal year 2011:
|
|
The first quarterly interim dividend of
0.57 per share for the fiscal year 2011, decided by the Board of Directors on April 28, 2011, was paid on September 22,
2011 (the ex-dividend date was September 19, 2011); |
|
|
The second quarterly interim dividend of
0.57 per share for the fiscal year 2011, decided by the Board of Directors on July 28, 2011, was paid on December 22, 2011
(the ex-dividend date was December 19, 2011). |
The Board of Directors, during its October 27, 2011 meeting, decided to set
the third quarterly interim dividend for the fiscal year 2011 at 0.57 per share. This interim dividend will be paid on
March 22, 2012 (the ex-dividend date will be March 19, 2012).
A resolution will be submitted at the shareholders meeting on May 11,
2012 to pay a dividend of 2.28 per share for the 2011 fiscal year, i.e. a balance of 0.57 per share to be distributed after deducting the three quarterly interim dividends of
0.57 per share that will have already been paid.
45
Paid-in surplus
In accordance with French law, the paid-in surplus corresponds to share premiums 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 unless the unrestricted reserves of the parent company are distributed prior to this item.
As of December 31, 2011, paid-in surplus amounted to 27,655 million (27,208 million as of December 31, 2010 and 27,171 million as of December 31, 2009).
Reserves
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 539 million as of December 31, 2011 (514 million as of December 31, 2010 and as of December 31, 2009).
Other comprehensive income
Detail of other comprehensive income showing items reclassified from equity to net income is presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Currency translation adjustment |
|
|
|
|
|
|
1,498 |
|
|
|
|
|
|
|
2,231 |
|
|
|
|
|
|
|
(244 |
) |
Unrealized gain/(loss) of the period |
|
|
1,435 |
|
|
|
|
|
|
|
2,234 |
|
|
|
|
|
|
|
(243 |
) |
|
|
|
|
Less gain/(loss) included in net income |
|
|
(63 |
) |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
Available for sale financial assets |
|
|
|
|
|
|
337 |
|
|
|
|
|
|
|
(100 |
) |
|
|
|
|
|
|
38 |
|
Unrealized gain/(loss) of the period |
|
|
382 |
|
|
|
|
|
|
|
(50 |
) |
|
|
|
|
|
|
38 |
|
|
|
|
|
Less gain/(loss) included in net income |
|
|
45 |
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedge |
|
|
|
|
|
|
(84 |
) |
|
|
|
|
|
|
(80 |
) |
|
|
|
|
|
|
128 |
|
Unrealized gain/(loss) of the period |
|
|
(131 |
) |
|
|
|
|
|
|
(195 |
) |
|
|
|
|
|
|
349 |
|
|
|
|
|
Less gain/(loss) included in net income |
|
|
(47 |
) |
|
|
|
|
|
|
(115 |
) |
|
|
|
|
|
|
221 |
|
|
|
|
|
|
|
|
|
|
|
|
Share of other comprehensive income of equity affiliates, net amount |
|
|
|
|
|
|
(15 |
) |
|
|
|
|
|
|
302 |
|
|
|
|
|
|
|
234 |
|
Other |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
(5 |
) |
Unrealized gain/(loss) of the period |
|
|
(2 |
) |
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
Less gain/(loss) included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect |
|
|
|
|
|
|
(55 |
) |
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
(38 |
) |
Total other comprehensive income, net amount |
|
|
|
|
|
|
1,679 |
|
|
|
|
|
|
|
2,374 |
|
|
|
|
|
|
|
113 |
|
Tax effects relating to each component of other comprehensive income are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
For the year ended December 31,
(M) |
|
Pre-tax amount |
|
|
Tax effect |
|
|
Net amount |
|
|
Pre-tax amount |
|
|
Tax effect |
|
|
Net amount |
|
|
Pre-tax amount |
|
|
Tax effect |
|
|
Net amount |
|
Currency translation adjustment |
|
|
1,498 |
|
|
|
|
|
|
|
1,498 |
|
|
|
2,231 |
|
|
|
|
|
|
|
2,231 |
|
|
|
(244 |
) |
|
|
|
|
|
|
(244 |
) |
Available for sale financial assets |
|
|
337 |
|
|
|
(93 |
) |
|
|
244 |
|
|
|
(100 |
) |
|
|
2 |
|
|
|
(98 |
) |
|
|
38 |
|
|
|
4 |
|
|
|
42 |
|
Cash flow hedge |
|
|
(84 |
) |
|
|
38 |
|
|
|
(46 |
) |
|
|
(80 |
) |
|
|
26 |
|
|
|
(54 |
) |
|
|
128 |
|
|
|
(42 |
) |
|
|
86 |
|
Share of other comprehensive income of equity affiliates, net amount |
|
|
(15 |
) |
|
|
|
|
|
|
(15 |
) |
|
|
302 |
|
|
|
|
|
|
|
302 |
|
|
|
234 |
|
|
|
|
|
|
|
234 |
|
Other |
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
(7 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
Total other comprehensive income |
|
|
1,734 |
|
|
|
(55 |
) |
|
|
1,679 |
|
|
|
2,346 |
|
|
|
28 |
|
|
|
2,374 |
|
|
|
151 |
|
|
|
(38 |
) |
|
|
113 |
|
18) EMPLOYEE BENEFITS OBLIGATIONS
Liabilities for employee benefits obligations consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Pension benefits liabilities |
|
|
1,268 |
|
|
|
1,268 |
|
|
|
1,236 |
|
Other benefits liabilities |
|
|
620 |
|
|
|
605 |
|
|
|
592 |
|
Restructuring reserves (early retirement plans) |
|
|
344 |
|
|
|
298 |
|
|
|
212 |
|
Total |
|
|
2,232 |
|
|
|
2,171 |
|
|
|
2,040 |
|
46
The Groups main defined benefit pension plans are located in France, in the United Kingdom, in the United
States, in Belgium and in Germany. Their main characteristics are the following:
|
|
The benefits are usually based on the final salary and seniority; |
|
|
They are usually funded (pension fund or insurer); and
|
|
|
They are closed to new employees who benefit from defined contribution pension plans. |
The pension benefits include also termination indemnities and early retirement benefits.
The other benefits are the
employer contribution to post-employment medical care.
The fair value of the defined benefit obligation
and plan assets in the Consolidated Financial Statements is detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension benefits |
|
|
Other benefits |
|
As of
December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Change in benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year |
|
|
8,740 |
|
|
|
8,169 |
|
|
|
7,405 |
|
|
|
623 |
|
|
|
547 |
|
|
|
544 |
|
Service cost |
|
|
163 |
|
|
|
159 |
|
|
|
134 |
|
|
|
13 |
|
|
|
11 |
|
|
|
10 |
|
Interest cost |
|
|
420 |
|
|
|
441 |
|
|
|
428 |
|
|
|
28 |
|
|
|
29 |
|
|
|
30 |
|
Curtailments |
|
|
(24 |
) |
|
|
(4 |
) |
|
|
(5 |
) |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
Settlements |
|
|
(111 |
) |
|
|
(60 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Special termination benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
Plan participants contributions |
|
|
9 |
|
|
|
11 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid |
|
|
(451 |
) |
|
|
(471 |
) |
|
|
(484 |
) |
|
|
(34 |
) |
|
|
(33 |
) |
|
|
(33 |
) |
Plan amendments |
|
|
33 |
|
|
|
28 |
|
|
|
118 |
|
|
|
4 |
|
|
|
1 |
|
|
|
(2 |
) |
Actuarial losses (gains) |
|
|
435 |
|
|
|
330 |
|
|
|
446 |
|
|
|
(9 |
) |
|
|
57 |
|
|
|
|
|
Foreign currency translation and other |
|
|
108 |
|
|
|
137 |
|
|
|
120 |
|
|
|
4 |
|
|
|
13 |
|
|
|
(1 |
) |
Benefit obligation at year-end |
|
|
9,322 |
|
|
|
8,740 |
|
|
|
8,169 |
|
|
|
628 |
|
|
|
623 |
|
|
|
547 |
|
Change in fair value of plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
(6,809 |
) |
|
|
(6,286 |
) |
|
|
(5,764 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Expected return on plan assets |
|
|
(385 |
) |
|
|
(396 |
) |
|
|
(343 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial losses (gains) |
|
|
155 |
|
|
|
(163 |
) |
|
|
(317 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Settlements |
|
|
80 |
|
|
|
56 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan participants contributions |
|
|
(9 |
) |
|
|
(11 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Employer contributions |
|
|
(347 |
) |
|
|
(269 |
) |
|
|
(126 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid |
|
|
386 |
|
|
|
394 |
|
|
|
396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation and other |
|
|
(99 |
) |
|
|
(134 |
) |
|
|
(124 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at year-end |
|
|
(7,028 |
) |
|
|
(6,809 |
) |
|
|
(6,286 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded status |
|
|
2,294 |
|
|
|
1,931 |
|
|
|
1,883 |
|
|
|
628 |
|
|
|
623 |
|
|
|
547 |
|
Unrecognized prior service cost |
|
|
(78 |
) |
|
|
(105 |
) |
|
|
(153 |
) |
|
|
9 |
|
|
|
10 |
|
|
|
15 |
|
Unrecognized actuarial (losses) gains |
|
|
(1,713 |
) |
|
|
(1,170 |
) |
|
|
(1,045 |
) |
|
|
(17 |
) |
|
|
(28 |
) |
|
|
30 |
|
Asset ceiling |
|
|
10 |
|
|
|
9 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net recognized amount |
|
|
513 |
|
|
|
665 |
|
|
|
694 |
|
|
|
620 |
|
|
|
605 |
|
|
|
592 |
|
Pension benefits and other benefits liabilities |
|
|
1,268 |
|
|
|
1,268 |
|
|
|
1,236 |
|
|
|
620 |
|
|
|
605 |
|
|
|
592 |
|
Other non-current assets |
|
|
(755 |
) |
|
|
(603 |
) |
|
|
(542 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011, the fair value of pension benefits and other pension benefits which are entirely or partially funded
amounts to 8,277 million and the present value of the unfunded benefits amounts to
1,673 million (against
7,727 million and
1,636 million respectively as of December 31, 2010 and 7,206 million and 1,510 million respectively as of December 31, 2009).
47
The experience actuarial (gains) losses related to the defined benefit obligation and the fair value of plan assets
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Experience actuarial (gains) losses related to the defined benefit obligation |
|
|
(58 |
) |
|
|
(54 |
) |
|
|
(108 |
) |
|
|
12 |
|
|
|
80 |
|
Experience actuarial (gains) losses related to the fair value of plan assets |
|
|
155 |
|
|
|
(163 |
) |
|
|
(317 |
) |
|
|
1,099 |
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Pension benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation |
|
|
9,322 |
|
|
|
8,740 |
|
|
|
8,169 |
|
|
|
7,405 |
|
|
|
8,129 |
|
Fair value of plan assets |
|
|
(7,028 |
) |
|
|
(6,809 |
) |
|
|
(6,286 |
) |
|
|
(5,764 |
) |
|
|
(6,604 |
) |
Unfunded status |
|
|
2,294 |
|
|
|
1,931 |
|
|
|
1,883 |
|
|
|
1,641 |
|
|
|
1,525 |
|
Other benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits obligation |
|
|
628 |
|
|
|
623 |
|
|
|
547 |
|
|
|
544 |
|
|
|
583 |
|
Fair value of plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded status |
|
|
628 |
|
|
|
623 |
|
|
|
547 |
|
|
|
544 |
|
|
|
583 |
|
The Group expects to contribute 182 million to its pension plans in 2012.
|
|
|
|
|
|
|
|
|
Estimated future payments (M) |
|
Pension benefits |
|
|
Other benefits |
|
2012 |
|
|
479 |
|
|
|
35 |
|
2013 |
|
|
467 |
|
|
|
35 |
|
2014 |
|
|
505 |
|
|
|
35 |
|
2015 |
|
|
511 |
|
|
|
35 |
|
2016 |
|
|
512 |
|
|
|
37 |
|
2017-2021 |
|
|
2,767 |
|
|
|
191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset allocation |
|
Pension benefits |
|
As of
December 31, |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Equity securities |
|
|
29 |
% |
|
|
34 |
% |
|
|
31% |
|
Debt securities |
|
|
64 |
% |
|
|
60 |
% |
|
|
62% |
|
Monetary |
|
|
4 |
% |
|
|
3 |
% |
|
|
3% |
|
Real estate |
|
|
3 |
% |
|
|
3 |
% |
|
|
4% |
|
The Groups assumptions of expected returns on assets are built up by asset class and by country based on long-term bond yields
and risk premiums.
The discount rate retained corresponds to the rate of prime corporate bonds according to a benchmark per country of different market
data on the closing date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions used to determine benefits obligations |
|
|
|
Pension benefits |
|
|
Other benefits |
|
As of
December 31, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Discount rate (weighted average for all regions) |
|
|
|
|
4.61 |
% |
|
|
5.01 |
% |
|
|
5.41 |
% |
|
|
4.70 |
% |
|
|
5.00 |
% |
|
|
5.60% |
|
|
|
Of which Euro zone |
|
|
4.21 |
% |
|
|
4.58 |
% |
|
|
5.12 |
% |
|
|
4.25 |
% |
|
|
4.55 |
% |
|
|
5.18% |
|
|
|
Of which United States |
|
|
5.00 |
% |
|
|
5.49 |
% |
|
|
6.00 |
% |
|
|
4.97 |
% |
|
|
5.42 |
% |
|
|
5.99% |
|
|
|
Of which United Kingdom |
|
|
4.75 |
% |
|
|
5.50 |
% |
|
|
5.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Average expected rate of salary increase |
|
|
|
|
4.69 |
% |
|
|
4.55 |
% |
|
|
4.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Expected rate of healthcare inflation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
initial rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.82 |
% |
|
|
4.82 |
% |
|
|
4.91% |
|
ultimate rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.77 |
% |
|
|
3.75 |
% |
|
|
3.79% |
|
|
|
|
|
Assumptions used to
determine the net periodic benefit cost (income) |
|
|
|
Pension benefits |
|
|
Other benefits |
|
For the year
ended December 31, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Discount rate (weighted average for all regions) |
|
|
|
|
5.01 |
% |
|
|
5.41 |
% |
|
|
5.93 |
% |
|
|
5.00 |
% |
|
|
5.60 |
% |
|
|
6.00% |
|
|
|
Of which Euro zone |
|
|
4.58 |
% |
|
|
5.12 |
% |
|
|
5.72 |
% |
|
|
4.55 |
% |
|
|
5.18 |
% |
|
|
5.74% |
|
|
|
Of which United States |
|
|
5.49 |
% |
|
|
6.00 |
% |
|
|
6.23 |
% |
|
|
5.42 |
% |
|
|
5.99 |
% |
|
|
6.21% |
|
|
|
Of which United Kingdom |
|
|
5.50 |
% |
|
|
5.50 |
% |
|
|
6.00 |
% |
|
|
|
|
|
|
|
|
|
|
6.00% |
|
Average expected rate of salary increase |
|
|
|
|
4.55 |
% |
|
|
4.50 |
% |
|
|
4.56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Expected return on plan assets |
|
|
|
|
5.90 |
% |
|
|
6.39 |
% |
|
|
6.14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Expected rate of healthcare inflation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
initial rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.82 |
% |
|
|
4.91 |
% |
|
|
4.88% |
|
ultimate rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.75 |
% |
|
|
3.79 |
% |
|
|
3.64% |
|
48
A 0.5% increase or decrease in discount rates all other things being equal would have the following
approximate impact:
|
|
|
|
|
|
|
|
|
(M) |
|
0.5% increase |
|
|
0.5% decrease |
|
Benefit obligation as of December 31, 2011 |
|
|
(513 |
) |
|
|
551 |
|
2012 net periodic benefit cost (income) |
|
|
(41 |
) |
|
|
56 |
|
A 0.5% increase or decrease in expected return on plan assets rate all other things being equal would have an impact
of 31 million on 2012 net periodic benefit cost (income).
The components of the net periodic benefit cost (income) in 2011, 2010 and 2009 are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension benefits |
|
|
Other benefits |
|
For the year
ended December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Service cost |
|
|
163 |
|
|
|
159 |
|
|
|
134 |
|
|
|
13 |
|
|
|
11 |
|
|
|
10 |
|
Interest cost |
|
|
420 |
|
|
|
441 |
|
|
|
428 |
|
|
|
28 |
|
|
|
29 |
|
|
|
30 |
|
Expected return on plan assets |
|
|
(385 |
) |
|
|
(396 |
) |
|
|
(343 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
|
58 |
|
|
|
74 |
|
|
|
13 |
|
|
|
2 |
|
|
|
(5 |
) |
|
|
(7 |
) |
Amortization of actuarial losses (gains) |
|
|
46 |
|
|
|
66 |
|
|
|
50 |
|
|
|
|
|
|
|
(4 |
) |
|
|
(6 |
) |
Asset ceiling |
|
|
2 |
|
|
|
(3 |
) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Curtailments |
|
|
(22 |
) |
|
|
(3 |
) |
|
|
(4 |
) |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
Settlements |
|
|
(9 |
) |
|
|
7 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Special termination benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
Net periodic benefit cost (income) |
|
|
273 |
|
|
|
345 |
|
|
|
281 |
|
|
|
42 |
|
|
|
29 |
|
|
|
26 |
|
A positive or negative change of one-percentage-point in the healthcare inflation rate would have the following approximate impact:
|
|
|
|
|
|
|
|
|
(M) |
|
1% point increase |
|
|
1% point decrease |
|
Benefit obligation as of December 31, 2011 |
|
|
53 |
|
|
|
(63 |
) |
2011 net periodic benefit cost (income) |
|
|
5 |
|
|
|
(5 |
) |
19) PROVISIONS AND OTHER NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Litigations and accrued penalty claims |
|
|
572 |
|
|
|
485 |
|
|
|
423 |
|
Provisions for environmental contingencies |
|
|
600 |
|
|
|
644 |
|
|
|
623 |
|
Asset retirement obligations |
|
|
6,884 |
|
|
|
5,917 |
|
|
|
5,469 |
|
Other non-current provisions |
|
|
1,099 |
|
|
|
1,116 |
|
|
|
1,331 |
|
Other non-current liabilities |
|
|
1,754 |
|
|
|
936 |
|
|
|
1,535 |
|
Total |
|
|
10,909 |
|
|
|
9,098 |
|
|
|
9,381 |
|
In 2011, litigation reserves mainly include a provision covering risks concerning antitrust investigations related to
Arkema amounting to 17 million as of December 31, 2011. Other risks and commitments that give rise to contingent liabilities
are described in Note 32 to the Consolidated Financial Statements.
In 2011, other non-current provisions mainly include:
|
|
The contingency reserve related to the Toulouse-AZF plant explosion (civil liability) for 21 million as of December 31, 2011; |
|
|
Provisions related to restructuring activities in the Downstream and Chemicals segments for 211 million as of December 31, 2011; and |
|
|
The contingency reserve related to the Buncefield depot explosion (civil liability) for 80 million as of December 31, 2011.
|
In 2011, other non-current liabilities mainly include debts (whose maturity is more than one year) related to fixed
assets acquisitions. This heading is mainly composed of a 991 million debt related to the acquisition of an interest in the
liquids-rich area of the Utica shale play (see Note 3 to the Consolidated Financial Statements).
In 2010, litigation reserves mainly included a
provision covering risks concerning antitrust investigations related to Arkema amounting to 17 million as of December 31, 2010.
Other risks and commitments that give rise to contingent liabilities are described in Note 32 to the Consolidated Financial Statements.
In 2010, other
non-current provisions mainly included:
|
|
The contingency reserve related to the Toulouse-AZF plant explosion (civil liability) for 31 million as of December 31, 2010; |
49
|
|
Provisions related to restructuring activities in the Downstream and Chemicals segments for 261 million as of December 31, 2010; and |
|
|
The contingency reserve related to the Buncefield depot explosion (civil liability) for 194 million as of December 31, 2010. |
In 2010, other non-current liabilities mainly
included debts (whose maturity is more than one year) related to fixed assets acquisitions.
In 2009, litigation reserves mainly included a provision
covering risks concerning antitrust investigations related to Arkema amounting to 43 million as of December 31, 2009. Other
risks and commitments that give rise to contingent liabilities are described in Note 32 to the Consolidated Financial Statements.
In 2009, other
non-current provisions mainly included:
|
|
The contingency reserve related to the Toulouse-AZF plant explosion (civil liability) for 40 million as of December 31, 2009; |
|
|
Provisions related to restructuring activities in the Downstream and Chemicals segments for 130 million as of December 31, 2009; and |
|
|
The contingency reserve related to the Buncefield depot explosion (civil liability) for 295 million as of December 31, 2009. |
In 2009, other non-current liabilities mainly
included debts (whose maturity is more than one year) related to fixed assets acquisitions. This heading was mainly composed of a
818 million debt related to Chesapeake acquisition (see Note 3 to the Consolidated Financial Statements).
Changes in provisions and other non-current
liabilities
Changes in provisions and other non-current liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(M) |
|
As of January 1, |
|
|
Allowances |
|
|
Reversals |
|
|
Currency translation adjustment |
|
|
Other |
|
|
As of December 31, |
|
2011 |
|
|
9,098 |
|
|
|
921 |
|
|
|
(798 |
) |
|
|
227 |
|
|
|
1,461 |
|
|
|
10,909 |
|
2010 |
|
|
9,381 |
|
|
|
1,052 |
|
|
|
(971 |
) |
|
|
497 |
|
|
|
(861 |
) |
|
|
9,098 |
|
2009 |
|
|
7,858 |
|
|
|
1,254 |
|
|
|
(1,413 |
) |
|
|
202 |
|
|
|
1,480 |
|
|
|
9,381 |
|
Allowances
In
2011, allowances of the period (921 million) mainly include:
|
|
Asset retirement obligations for 344 million
(accretion); |
|
|
Environmental contingencies for 100 million
in the Downstream and Chemicals segments ; and |
|
|
Provisions related to restructuring of activities for
79 million. |
In 2010,
allowances of the period (1,052 million) mainly included:
|
|
Asset retirement obligations for 338 million
(accretion); |
|
|
Environmental contingencies for 88 million
in the Downstream and Chemicals segments ; |
|
|
The contingency reserve related to the Buncefield depot explosion (civil liability) for 79 million ; and |
|
|
Provisions related to restructuring of activities for
226 million.
|
In 2009, allowances of the period (1,254 million) mainly included:
|
|
Asset retirement obligations for 283 million
(accretion); |
|
|
Environmental contingencies for 147 million
in the Downstream and Chemicals segments; |
|
|
The contingency reserve related to the Buncefield depot explosion (civil liability) for 223 million; and |
|
|
Provisions related to restructuring of activities for
121 million. |
Reversals
In 2011, reversals of the period (798 million) are mainly related to the following incurred expenses:
|
|
Provisions for asset retirement obligations for
189 million; |
|
|
Environmental contingencies written back for 70
million; |
|
|
The contingency reserve related to the Toulouse-AZF plant explosion (civil liability), written back for
10 million; |
|
|
The contingency reserve related to the Buncefield depot explosion (civil liability), written back for
116 million; and |
|
|
Provisions for restructuring and social plans written back for 164 million. |
50
In 2010, reversals of the period (971 million) were mainly related to the following incurred expenses:
|
|
Provisions for asset retirement obligations for
214 million; |
|
|
26 million for litigation reserves in
connection with antitrust investigations; |
|
|
Environmental contingencies written back for 66
million; |
|
|
The contingency reserve related to the Toulouse-AZF plant explosion (civil liability), written back for
9 million; |
|
|
The contingency reserve related to the Buncefield depot explosion (civil liability), written back for
190 million; and |
|
|
Provisions for restructuring and social plans written back for 60 million. |
In 2009, reversals of the period (1,413 million) were mainly related to the following incurred expenses:
|
|
Provisions for asset retirement obligations for
191 million; |
|
|
52 million for litigation reserves in
connection with antitrust investigations; |
|
|
Environmental contingencies written back for 86
million; |
|
|
The contingency reserve related to the Toulouse-AZF plant explosion (civil liability), written back for
216 million; |
|
|
The contingency reserve related to the Buncefield depot explosion (civil liability), written back for
375 million; and |
|
|
Provisions for restructuring and social plans written back for 28 million. |
Changes in the asset retirement obligation
Changes in the asset retirement obligation are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(M) |
|
As of January 1, |
|
|
Accretion |
|
|
Revision in estimates |
|
|
New obligations |
|
|
Spending on existing obligations |
|
|
Currency translation adjustment |
|
|
Other |
|
|
As of December 31, |
|
2011 |
|
|
5,917 |
|
|
|
344 |
|
|
|
330 |
|
|
|
323 |
|
|
|
(189 |
) |
|
|
150 |
|
|
|
9 |
|
|
|
6,884 |
|
2010 |
|
|
5,469 |
|
|
|
338 |
|
|
|
79 |
|
|
|
175 |
|
|
|
(214 |
) |
|
|
316 |
|
|
|
(246 |
) |
|
|
5,917 |
|
2009 |
|
|
4,500 |
|
|
|
283 |
|
|
|
447 |
|
|
|
179 |
|
|
|
(191 |
) |
|
|
232 |
|
|
|
19 |
|
|
|
5,469 |
|
20) FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS
A) |
|
NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011 (M) (Assets) /
Liabilities |
|
Secured |
|
|
Unsecured |
|
|
Total |
|
Non-current financial debt |
|
|
349 |
|
|
|
22,208 |
|
|
|
22,557 |
|
of which hedging instruments of non-current financial debt (liabilities) |
|
|
|
|
|
|
146 |
|
|
|
146 |
|
Hedging instruments of non-current financial debt (assets)(a) |
|
|
|
|
|
|
(1,976 |
) |
|
|
(1,976 |
) |
Non-current financial debt net of hedging instruments |
|
|
349 |
|
|
|
20,232 |
|
|
|
20,581 |
|
Bonds after fair value hedge |
|
|
|
|
|
|
15,148 |
|
|
|
15,148 |
|
Fixed rate bonds and bonds after cash flow hedge |
|
|
|
|
|
|
4,424 |
|
|
|
4,424 |
|
Bank and other, floating rate |
|
|
129 |
|
|
|
446 |
|
|
|
575 |
|
Bank and other, fixed rate |
|
|
76 |
|
|
|
206 |
|
|
|
282 |
|
Financial lease obligations |
|
|
144 |
|
|
|
8 |
|
|
|
152 |
|
Non-current financial debt net of hedging instruments |
|
|
349 |
|
|
|
20,232 |
|
|
|
20,581 |
|
(a) |
See the description of these hedging instruments in Notes 1 paragraph M(iii) Long-term financing, 28 and 29 to the Consolidated Financial Statements.
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010 (M) (Assets) /
Liabilities |
|
Secured |
|
|
Unsecured |
|
|
Total |
|
Non-current financial debt |
|
|
287 |
|
|
|
20,496 |
|
|
|
20,783 |
|
of which hedging instruments of non-current financial debt (liabilities) |
|
|
|
|
|
|
178 |
|
|
|
178 |
|
Hedging instruments of non-current financial debt (assets)(a) |
|
|
|
|
|
|
(1,870 |
) |
|
|
(1,870 |
) |
Non-current financial debt net of hedging instruments |
|
|
287 |
|
|
|
18,626 |
|
|
|
18,913 |
|
Bonds after fair value hedge |
|
|
|
|
|
|
15,491 |
|
|
|
15,491 |
|
Fixed rate bonds and bonds after cash flow hedge |
|
|
|
|
|
|
2,836 |
|
|
|
2,836 |
|
Bank and other, floating rate |
|
|
47 |
|
|
|
189 |
|
|
|
236 |
|
Bank and other, fixed rate |
|
|
65 |
|
|
|
110 |
|
|
|
175 |
|
Financial lease obligations |
|
|
175 |
|
|
|
|
|
|
|
175 |
|
Non-current financial debt net of hedging instruments |
|
|
287 |
|
|
|
18,626 |
|
|
|
18,913 |
|
(a) |
See the description of these hedging instruments in Notes 1 paragraph M(iii) Long-term financing, 28 and 29 to the Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009 (M) (Assets) /
Liabilities |
|
Secured |
|
|
Unsecured |
|
|
Total |
|
Non-current financial debt |
|
|
312 |
|
|
|
19,125 |
|
|
|
19,437 |
|
of which hedging instruments of non-current financial debt (liabilities) |
|
|
|
|
|
|
241 |
|
|
|
241 |
|
Hedging instruments of non-current financial debt (assets)(a) |
|
|
|
|
|
|
(1,025 |
) |
|
|
(1,025 |
) |
Non-current financial debt net of hedging instruments |
|
|
312 |
|
|
|
18,100 |
|
|
|
18,412 |
|
Bonds after fair value hedge |
|
|
|
|
|
|
15,884 |
|
|
|
15,884 |
|
Fixed rate bonds and bonds after cash flow hedge |
|
|
|
|
|
|
1,700 |
|
|
|
1,700 |
|
Bank and other, floating rate |
|
|
60 |
|
|
|
379 |
|
|
|
439 |
|
Bank and other, fixed rate |
|
|
50 |
|
|
|
79 |
|
|
|
129 |
|
Financial lease obligations |
|
|
202 |
|
|
|
58 |
|
|
|
260 |
|
Non-current financial debt net of hedging instruments |
|
|
312 |
|
|
|
18,100 |
|
|
|
18,412 |
|
(a) |
See the description of these hedging instruments in Notes 1 paragraph M(iii) Long-term financing, 28 and 29 to the Consolidated Financial Statements.
|
Fair value of bonds, as of December 31, 2011, after taking into account currency and interest rates swaps, is detailed as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds after fair value hedge
(M) |
|
Year of issue |
|
|
Fair value after hedging as of December 31, 2011 |
|
|
Fair value after hedging as of December 31, 2010 |
|
|
Fair value after hedging as of December 31, 2009 |
|
|
Currency |
|
|
Maturity |
|
|
Initial rate before hedging instruments |
Parent company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond |
|
|
1998 |
|
|
|
129 |
|
|
|
125 |
|
|
|
116 |
|
|
|
FRF |
|
|
|
2013 |
|
|
5.000% |
Bond |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
61 |
|
|
|
EUR |
|
|
|
2010 |
|
|
5.650% |
Current portion (less than one year) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61 |
) |
|
|
|
|
|
|
|
|
|
|
Total parent company |
|
|
|
|
|
|
129 |
|
|
|
125 |
|
|
|
116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds after fair value hedge
(M) |
|
Year of issue |
|
|
Fair value after hedging as of December 31, 2011 |
|
|
Fair value after hedging as of December 31, 2010 |
|
|
Fair value after hedging as of December 31, 2009 |
|
|
Currency |
|
|
Maturity |
|
|
Initial rate
before
hedging
instruments
|
TOTAL CAPITAL(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond |
|
|
2002 |
|
|
|
15 |
|
|
|
15 |
|
|
|
14 |
|
|
|
USD |
|
|
|
2012 |
|
|
5.890% |
Bond |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
160 |
|
|
|
CHF |
|
|
|
2010 |
|
|
2.385% |
Bond |
|
|
2003 |
|
|
|
23 |
|
|
|
22 |
|
|
|
21 |
|
|
|
USD |
|
|
|
2013 |
|
|
4.500% |
Bond |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
CAD |
|
|
|
2010 |
|
|
4.000% |
Bond |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
113 |
|
|
|
CHF |
|
|
|
2010 |
|
|
2.385% |
Bond |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
438 |
|
|
|
EUR |
|
|
|
2010 |
|
|
3.750% |
Bond |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
322 |
|
|
|
GBP |
|
|
|
2010 |
|
|
4.875% |
Bond |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
128 |
|
|
|
GBP |
|
|
|
2010 |
|
|
4.875% |
Bond |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
185 |
|
|
|
GBP |
|
|
|
2010 |
|
|
4.875% |
Bond |
|
|
2004 |
|
|
|
|
|
|
|
57 |
|
|
|
53 |
|
|
|
AUD |
|
|
|
2011 |
|
|
5.750% |
Bond |
|
|
2004 |
|
|
|
|
|
|
|
116 |
|
|
|
107 |
|
|
|
CAD |
|
|
|
2011 |
|
|
4.875% |
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds after fair value hedge
(M) |
|
Year of issue |
|
|
Fair value after hedging as of December 31, 2011 |
|
|
Fair value after hedging as of December 31, 2010 |
|
|
Fair value after hedging as of December 31, 2009 |
|
|
Currency |
|
|
Maturity |
|
|
Initial rate
before
hedging
instruments
|
Bond |
|
|
2004 |
|
|
|
|
|
|
|
235 |
|
|
|
203 |
|
|
|
USD |
|
|
|
2011 |
|
|
4.125% |
Bond |
|
|
2004 |
|
|
|
|
|
|
|
75 |
|
|
|
69 |
|
|
|
USD |
|
|
|
2011 |
|
|
4.125% |
Bond |
|
|
2004 |
|
|
|
129 |
|
|
|
125 |
|
|
|
116 |
|
|
|
CHF |
|
|
|
2012 |
|
|
2.375% |
Bond |
|
|
2004 |
|
|
|
52 |
|
|
|
51 |
|
|
|
47 |
|
|
|
NZD |
|
|
|
2014 |
|
|
6.750% |
Bond |
|
|
2005 |
|
|
|
|
|
|
|
57 |
|
|
|
53 |
|
|
|
AUD |
|
|
|
2011 |
|
|
5.750% |
Bond |
|
|
2005 |
|
|
|
|
|
|
|
60 |
|
|
|
56 |
|
|
|
CAD |
|
|
|
2011 |
|
|
4.000% |
Bond |
|
|
2005 |
|
|
|
|
|
|
|
120 |
|
|
|
112 |
|
|
|
CHF |
|
|
|
2011 |
|
|
1.625% |
Bond |
|
|
2005 |
|
|
|
|
|
|
|
226 |
|
|
|
226 |
|
|
|
CHF |
|
|
|
2011 |
|
|
1.625% |
Bond |
|
|
2005 |
|
|
|
|
|
|
|
139 |
|
|
|
144 |
|
|
|
USD |
|
|
|
2011 |
|
|
4.125% |
Bond |
|
|
2005 |
|
|
|
63 |
|
|
|
63 |
|
|
|
63 |
|
|
|
AUD |
|
|
|
2012 |
|
|
5.750% |
Bond |
|
|
2005 |
|
|
|
200 |
|
|
|
194 |
|
|
|
180 |
|
|
|
CHF |
|
|
|
2012 |
|
|
2.135% |
Bond |
|
|
2005 |
|
|
|
65 |
|
|
|
65 |
|
|
|
65 |
|
|
|
CHF |
|
|
|
2012 |
|
|
2.135% |
Bond |
|
|
2005 |
|
|
|
97 |
|
|
|
97 |
|
|
|
97 |
|
|
|
CHF |
|
|
|
2012 |
|
|
2.375% |
Bond |
|
|
2005 |
|
|
|
404 |
|
|
|
391 |
|
|
|
363 |
|
|
|
EUR |
|
|
|
2012 |
|
|
3.250% |
Bond |
|
|
2005 |
|
|
|
57 |
|
|
|
57 |
|
|
|
57 |
|
|
|
NZD |
|
|
|
2012 |
|
|
6.500% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
75 |
|
|
|
GBP |
|
|
|
2010 |
|
|
4.875% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
EUR |
|
|
|
2010 |
|
|
3.750% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
EUR |
|
|
|
2010 |
|
|
3.750% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
EUR |
|
|
|
2010 |
|
|
3.750% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
42 |
|
|
|
42 |
|
|
|
EUR |
|
|
|
2011 |
|
|
EURIBOR 3 months
+0.040% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
|
EUR |
|
|
|
2011 |
|
|
3.875% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
150 |
|
|
|
150 |
|
|
|
EUR |
|
|
|
2011 |
|
|
3.875% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
|
EUR |
|
|
|
2011 |
|
|
3.875% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
120 |
|
|
|
120 |
|
|
|
USD |
|
|
|
2011 |
|
|
5.000% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
|
EUR |
|
|
|
2011 |
|
|
3.875% |
Bond |
|
|
2006 |
|
|
|
|
|
|
|
472 |
|
|
|
472 |
|
|
|
USD |
|
|
|
2011 |
|
|
5.000% |
Bond |
|
|
2006 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
AUD |
|
|
|
2012 |
|
|
5.625% |
Bond |
|
|
2006 |
|
|
|
72 |
|
|
|
72 |
|
|
|
72 |
|
|
|
CAD |
|
|
|
2012 |
|
|
4.125% |
Bond |
|
|
2006 |
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
|
|
EUR |
|
|
|
2012 |
|
|
3.250% |
Bond |
|
|
2006 |
|
|
|
74 |
|
|
|
74 |
|
|
|
74 |
|
|
|
GBP |
|
|
|
2012 |
|
|
4.625% |
Bond |
|
|
2006 |
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
|
|
EUR |
|
|
|
2012 |
|
|
3.250% |
Bond |
|
|
2006 |
|
|
|
125 |
|
|
|
125 |
|
|
|
125 |
|
|
|
CHF |
|
|
|
2013 |
|
|
2.510% |
Bond |
|
|
2006 |
|
|
|
127 |
|
|
|
127 |
|
|
|
127 |
|
|
|
CHF |
|
|
|
2014 |
|
|
2.635% |
Bond |
|
|
2006 |
|
|
|
130 |
|
|
|
130 |
|
|
|
130 |
|
|
|
CHF |
|
|
|
2016 |
|
|
2.385% |
Bond |
|
|
2006 |
|
|
|
65 |
|
|
|
65 |
|
|
|
65 |
|
|
|
CHF |
|
|
|
2016 |
|
|
2.385% |
Bond |
|
|
2006 |
|
|
|
64 |
|
|
|
64 |
|
|
|
64 |
|
|
|
CHF |
|
|
|
2016 |
|
|
2.385% |
Bond |
|
|
2006 |
|
|
|
63 |
|
|
|
63 |
|
|
|
63 |
|
|
|
CHF |
|
|
|
2016 |
|
|
2.385% |
Bond |
|
|
2006 |
|
|
|
129 |
|
|
|
129 |
|
|
|
129 |
|
|
|
CHF |
|
|
|
2018 |
|
|
3.135% |
Bond |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
60 |
|
|
|
CHF |
|
|
|
2010 |
|
|
2.385% |
Bond |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
74 |
|
|
|
GBP |
|
|
|
2010 |
|
|
4.875% |
Bond |
|
|
2007 |
|
|
|
|
|
|
|
77 |
|
|
|
77 |
|
|
|
USD |
|
|
|
2011 |
|
|
5.000% |
Bond |
|
|
2007 |
|
|
|
370 |
|
|
|
370 |
|
|
|
370 |
|
|
|
USD |
|
|
|
2012 |
|
|
5.000% |
Bond |
|
|
2007 |
|
|
|
222 |
|
|
|
222 |
|
|
|
222 |
|
|
|
USD |
|
|
|
2012 |
|
|
5.000% |
Bond |
|
|
2007 |
|
|
|
61 |
|
|
|
61 |
|
|
|
61 |
|
|
|
AUD |
|
|
|
2012 |
|
|
6.500% |
Bond |
|
|
2007 |
|
|
|
72 |
|
|
|
72 |
|
|
|
72 |
|
|
|
CAD |
|
|
|
2012 |
|
|
4.125% |
Bond |
|
|
2007 |
|
|
|
71 |
|
|
|
71 |
|
|
|
71 |
|
|
|
GBP |
|
|
|
2012 |
|
|
4.625% |
Bond |
|
|
2007 |
|
|
|
300 |
|
|
|
300 |
|
|
|
300 |
|
|
|
EUR |
|
|
|
2013 |
|
|
4.125% |
Bond |
|
|
2007 |
|
|
|
73 |
|
|
|
73 |
|
|
|
73 |
|
|
|
GBP |
|
|
|
2013 |
|
|
5.500% |
Bond |
|
|
2007 |
|
|
|
306 |
|
|
|
306 |
|
|
|
306 |
|
|
|
GBP |
|
|
|
2013 |
|
|
5.500% |
Bond |
|
|
2007 |
|
|
|
72 |
|
|
|
72 |
|
|
|
72 |
|
|
|
GBP |
|
|
|
2013 |
|
|
5.500% |
Bond |
|
|
2007 |
|
|
|
248 |
|
|
|
248 |
|
|
|
248 |
|
|
|
CHF |
|
|
|
2014 |
|
|
2.635% |
Bond |
|
|
2007 |
|
|
|
31 |
|
|
|
31 |
|
|
|
31 |
|
|
|
JPY |
|
|
|
2014 |
|
|
1.505% |
Bond |
|
|
2007 |
|
|
|
61 |
|
|
|
61 |
|
|
|
61 |
|
|
|
CHF |
|
|
|
2014 |
|
|
2.635% |
Bond |
|
|
2007 |
|
|
|
49 |
|
|
|
49 |
|
|
|
49 |
|
|
|
JPY |
|
|
|
2014 |
|
|
1.723% |
Bond |
|
|
2007 |
|
|
|
121 |
|
|
|
121 |
|
|
|
121 |
|
|
|
CHF |
|
|
|
2015 |
|
|
3.125% |
Bond |
|
|
2007 |
|
|
|
300 |
|
|
|
300 |
|
|
|
300 |
|
|
|
EUR |
|
|
|
2017 |
|
|
4.700% |
Bond |
|
|
2007 |
|
|
|
76 |
|
|
|
76 |
|
|
|
76 |
|
|
|
CHF |
|
|
|
2018 |
|
|
3.135% |
53
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
December 31, |
Bonds after fair value hedge
(M) |
|
Year of issue |
|
|
Fair value after hedging as of December 31, 2011 |
|
|
Fair value after hedging as of December 31, 2010 |
|
|
Fair value after hedging as of December 31, 2009 |
|
|
Currency |
|
|
Maturity |
|
|
Initial rate
before
hedging
instruments
|
Bond |
|
|
2007 |
|
|
|
60 |
|
|
|
60 |
|
|
|
60 |
|
|
|
CHF |
|
|
|
2018 |
|
|
3.135% |
Bond |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
63 |
|
|
|
GBP |
|
|
|
2010 |
|
|
4.875% |
Bond |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
66 |
|
|
|
GBP |
|
|
|
2010 |
|
|
4.875% |
Bond |
|
|
2008 |
|
|
|
|
|
|
|
92 |
|
|
|
92 |
|
|
|
AUD |
|
|
|
2011 |
|
|
7.500% |
Bond |
|
|
2008 |
|
|
|
|
|
|
|
100 |
|
|
|
100 |
|
|
|
EUR |
|
|
|
2011 |
|
|
3.875% |
Bond |
|
|
2008 |
|
|
|
|
|
|
|
150 |
|
|
|
150 |
|
|
|
EUR |
|
|
|
2011 |
|
|
3.875% |
Bond |
|
|
2008 |
|
|
|
|
|
|
|
50 |
|
|
|
50 |
|
|
|
EUR |
|
|
|
2011 |
|
|
3.875% |
Bond |
|
|
2008 |
|
|
|
|
|
|
|
50 |
|
|
|
50 |
|
|
|
EUR |
|
|
|
2011 |
|
|
3.875% |
Bond |
|
|
2008 |
|
|
|
|
|
|
|
60 |
|
|
|
60 |
|
|
|
JPY |
|
|
|
2011 |
|
|
EURIBOR 6 months + 0.018% |
Bond |
|
|
2008 |
|
|
|
|
|
|
|
102 |
|
|
|
102 |
|
|
|
USD |
|
|
|
2011 |
|
|
3.750% |
Bond |
|
|
2008 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
CHF |
|
|
|
2012 |
|
|
2.135% |
Bond |
|
|
2008 |
|
|
|
124 |
|
|
|
124 |
|
|
|
124 |
|
|
|
CHF |
|
|
|
2012 |
|
|
3.635% |
Bond |
|
|
2008 |
|
|
|
46 |
|
|
|
46 |
|
|
|
46 |
|
|
|
CHF |
|
|
|
2012 |
|
|
2.385% |
Bond |
|
|
2008 |
|
|
|
92 |
|
|
|
92 |
|
|
|
92 |
|
|
|
CHF |
|
|
|
2012 |
|
|
2.385% |
Bond |
|
|
2008 |
|
|
|
64 |
|
|
|
64 |
|
|
|
64 |
|
|
|
CHF |
|
|
|
2012 |
|
|
2.385% |
Bond |
|
|
2008 |
|
|
|
50 |
|
|
|
50 |
|
|
|
50 |
|
|
|
EUR |
|
|
|
2012 |
|
|
3.250% |
Bond |
|
|
2008 |
|
|
|
63 |
|
|
|
63 |
|
|
|
63 |
|
|
|
GBP |
|
|
|
2012 |
|
|
4.625% |
Bond |
|
|
2008 |
|
|
|
63 |
|
|
|
63 |
|
|
|
63 |
|
|
|
GBP |
|
|
|
2012 |
|
|
4.625% |
Bond |
|
|
2008 |
|
|
|
63 |
|
|
|
63 |
|
|
|
63 |
|
|
|
GBP |
|
|
|
2012 |
|
|
4.625% |
Bond |
|
|
2008 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
NOK |
|
|
|
2012 |
|
|
6.000% |
Bond |
|
|
2008 |
|
|
|
69 |
|
|
|
69 |
|
|
|
69 |
|
|
|
USD |
|
|
|
2012 |
|
|
5.000% |
Bond |
|
|
2008 |
|
|
|
60 |
|
|
|
60 |
|
|
|
60 |
|
|
|
AUD |
|
|
|
2013 |
|
|
7.500% |
Bond |
|
|
2008 |
|
|
|
61 |
|
|
|
61 |
|
|
|
61 |
|
|
|
AUD |
|
|
|
2013 |
|
|
7.500% |
Bond |
|
|
2008 |
|
|
|
128 |
|
|
|
127 |
|
|
|
127 |
|
|
|
CHF |
|
|
|
2013 |
|
|
3.135% |
Bond |
|
|
2008 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
CHF |
|
|
|
2013 |
|
|
3.135% |
Bond |
|
|
2008 |
|
|
|
200 |
|
|
|
200 |
|
|
|
200 |
|
|
|
EUR |
|
|
|
2013 |
|
|
4.125% |
Bond |
|
|
2008 |
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
|
|
EUR |
|
|
|
2013 |
|
|
4.125% |
Bond |
|
|
2008 |
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
EUR |
|
|
|
2013 |
|
|
4.750% |
Bond |
|
|
2008 |
|
|
|
63 |
|
|
|
63 |
|
|
|
63 |
|
|
|
GBP |
|
|
|
2013 |
|
|
5.500% |
Bond |
|
|
2008 |
|
|
|
149 |
|
|
|
149 |
|
|
|
149 |
|
|
|
JPY |
|
|
|
2013 |
|
|
EURIBOR 6 months + 0.008% |
Bond |
|
|
2008 |
|
|
|
191 |
|
|
|
191 |
|
|
|
191 |
|
|
|
USD |
|
|
|
2013 |
|
|
4.000% |
Bond |
|
|
2008 |
|
|
|
61 |
|
|
|
61 |
|
|
|
61 |
|
|
|
CHF |
|
|
|
2015 |
|
|
3.135% |
Bond |
|
|
2008 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
CHF |
|
|
|
2015 |
|
|
3.135% |
Bond |
|
|
2008 |
|
|
|
61 |
|
|
|
61 |
|
|
|
61 |
|
|
|
CHF |
|
|
|
2015 |
|
|
3.135% |
Bond |
|
|
2008 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
CHF |
|
|
|
2018 |
|
|
3.135% |
Bond |
|
|
2009 |
|
|
|
56 |
|
|
|
56 |
|
|
|
56 |
|
|
|
AUD |
|
|
|
2013 |
|
|
5.500% |
Bond |
|
|
2009 |
|
|
|
54 |
|
|
|
54 |
|
|
|
54 |
|
|
|
AUD |
|
|
|
2013 |
|
|
5.500% |
Bond |
|
|
2009 |
|
|
|
236 |
|
|
|
236 |
|
|
|
236 |
|
|
|
CHF |
|
|
|
2013 |
|
|
2.500% |
Bond |
|
|
2009 |
|
|
|
77 |
|
|
|
77 |
|
|
|
77 |
|
|
|
USD |
|
|
|
2013 |
|
|
4.000% |
Bond |
|
|
2009 |
|
|
|
131 |
|
|
|
131 |
|
|
|
131 |
|
|
|
CHF |
|
|
|
2014 |
|
|
2.625% |
Bond |
|
|
2009 |
|
|
|
998 |
|
|
|
997 |
|
|
|
998 |
|
|
|
EUR |
|
|
|
2014 |
|
|
3.500% |
Bond |
|
|
2009 |
|
|
|
150 |
|
|
|
150 |
|
|
|
150 |
|
|
|
EUR |
|
|
|
2014 |
|
|
3.500% |
Bond |
|
|
2009 |
|
|
|
40 |
|
|
|
40 |
|
|
|
40 |
|
|
|
HKD |
|
|
|
2014 |
|
|
3.240% |
Bond |
|
|
2009 |
|
|
|
107 |
|
|
|
103 |
|
|
|
96 |
|
|
|
AUD |
|
|
|
2015 |
|
|
6.000% |
Bond |
|
|
2009 |
|
|
|
550 |
|
|
|
550 |
|
|
|
550 |
|
|
|
EUR |
|
|
|
2015 |
|
|
3.625% |
Bond |
|
|
2009 |
|
|
|
684 |
|
|
|
684 |
|
|
|
684 |
|
|
|
USD |
|
|
|
2015 |
|
|
3.125% |
Bond |
|
|
2009 |
|
|
|
232 |
|
|
|
224 |
|
|
|
208 |
|
|
|
USD |
|
|
|
2015 |
|
|
3.125% |
Bond |
|
|
2009 |
|
|
|
99 |
|
|
|
99 |
|
|
|
99 |
|
|
|
CHF |
|
|
|
2016 |
|
|
2.385% |
Bond |
|
|
2009 |
|
|
|
115 |
|
|
|
115 |
|
|
|
115 |
|
|
|
GBP |
|
|
|
2017 |
|
|
4.250% |
Bond |
|
|
2009 |
|
|
|
225 |
|
|
|
225 |
|
|
|
225 |
|
|
|
GBP |
|
|
|
2017 |
|
|
4.250% |
Bond |
|
|
2009 |
|
|
|
448 |
|
|
|
448 |
|
|
|
448 |
|
|
|
EUR |
|
|
|
2019 |
|
|
4.875% |
Bond |
|
|
2009 |
|
|
|
69 |
|
|
|
69 |
|
|
|
69 |
|
|
|
HKD |
|
|
|
2019 |
|
|
4.180% |
Bond |
|
|
2009 |
|
|
|
|
|
|
|
374 |
|
|
|
347 |
|
|
|
USD |
|
|
|
2021 |
|
|
4.250% |
Bond |
|
|
2010 |
|
|
|
105 |
|
|
|
102 |
|
|
|
|
|
|
|
AUD |
|
|
|
2014 |
|
|
5.750% |
54
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
December 31, |
Bonds after fair value hedge
(M) |
|
Year of issue |
|
|
Fair value after hedging as of December 31, 2011 |
|
|
Fair value after hedging as of December 31, 2010 |
|
|
Fair value after hedging as of December 31, 2009 |
|
|
Currency |
|
|
Maturity |
|
|
Initial rate
before
hedging
instruments
|
Bond |
|
|
2010 |
|
|
|
111 |
|
|
|
108 |
|
|
|
|
|
|
|
CAD |
|
|
|
2014 |
|
|
2.500% |
Bond |
|
|
2010 |
|
|
|
54 |
|
|
|
53 |
|
|
|
|
|
|
|
NZD |
|
|
|
2014 |
|
|
4.750% |
Bond |
|
|
2010 |
|
|
|
193 |
|
|
|
187 |
|
|
|
|
|
|
|
USD |
|
|
|
2015 |
|
|
2.875% |
Bond |
|
|
2010 |
|
|
|
966 |
|
|
|
935 |
|
|
|
|
|
|
|
USD |
|
|
|
2015 |
|
|
3.000% |
Bond |
|
|
2010 |
|
|
|
70 |
|
|
|
68 |
|
|
|
|
|
|
|
AUD |
|
|
|
2015 |
|
|
6.000% |
Bond |
|
|
2010 |
|
|
|
71 |
|
|
|
69 |
|
|
|
|
|
|
|
AUD |
|
|
|
2015 |
|
|
6.000% |
Bond |
|
|
2010 |
|
|
|
64 |
|
|
|
64 |
|
|
|
|
|
|
|
AUD |
|
|
|
2015 |
|
|
6.000% |
Bond |
|
|
2010 |
|
|
|
773 |
|
|
|
748 |
|
|
|
|
|
|
|
USD |
|
|
|
2016 |
|
|
2.300% |
Bond |
|
|
2010 |
|
|
|
491 |
|
|
|
476 |
|
|
|
|
|
|
|
EUR |
|
|
|
2022 |
|
|
3.125% |
Bond |
|
|
2011 |
|
|
|
116 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
2016 |
|
|
6.500% |
Bond |
|
|
2011 |
|
|
|
597 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
2018 |
|
|
3.875% |
Current portion (less than one year) |
|
|
|
|
|
|
(2 992 |
) |
|
|
(3 450 |
) |
|
|
(1,937 |
) |
|
|
|
|
|
|
|
|
|
|
Total TOTAL CAPITAL |
|
|
|
|
|
|
12,617 |
|
|
|
15,143 |
|
|
|
15,615 |
|
|
|
|
|
|
|
|
|
|
|
TOTAL CAPITAL CANADA Ltd. (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond |
|
|
2011 |
|
|
|
565 |
|
|
|
|
|
|
|
|
|
|
|
CAD |
|
|
|
2014 |
|
|
1.625% |
Bond |
|
|
2011 |
|
|
|
565 |
|
|
|
|
|
|
|
|
|
|
|
CAD |
|
|
|
2014 |
|
|
USLIBOR 3 months + 0.38 % |
Bond |
|
|
2011 |
|
|
|
75 |
|
|
|
|
|
|
|
|
|
|
|
CAD |
|
|
|
2014 |
|
|
5.750% |
Bond |
|
|
2011 |
|
|
|
738 |
|
|
|
|
|
|
|
|
|
|
|
CAD |
|
|
|
2013 |
|
|
USLIBOR 3 months + 0.09 % |
Bond |
|
|
2011 |
|
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
CAD |
|
|
|
2016 |
|
|
4.000% |
Bond |
|
|
2011 |
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
CAD |
|
|
|
2016 |
|
|
3.625% |
Current portion (less than one year) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total TOTAL CAPITAL CANADA Ltd |
|
|
|
|
|
|
2,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CAPITAL INTERNATIONAL(c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other consolidated subsidiaries |
|
|
|
|
|
|
308 |
|
|
|
223 |
|
|
|
153 |
|
|
|
|
|
|
|
|
|
|
|
Total bonds after fair value hedge |
|
|
|
|
|
|
15,148 |
|
|
|
15,491 |
|
|
|
15,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
Bonds after cash flow hedge and fix rate bonds ( million) |
|
Year of issue |
|
|
Amount after hedging as of December 31, 2011 |
|
|
Amount after hedging as of December 31, 2010 |
|
|
Amount after hedging as of December 31, 2009 |
|
|
Currency |
|
|
Maturity |
|
|
Initial rate before hedging instruments |
|
TOTAL CAPITAL(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond |
|
|
2005 |
|
|
|
294 |
|
|
|
293 |
|
|
|
292 |
|
|
|
GBP |
|
|
|
2012 |
|
|
|
4.625 |
% |
Bond |
|
|
2009 |
|
|
|
744 |
|
|
|
691 |
|
|
|
602 |
|
|
|
EUR |
|
|
|
2019 |
|
|
|
4.875 |
% |
Bond |
|
|
2009 |
|
|
|
386 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
2021 |
|
|
|
4.250 |
% |
Bond |
|
|
2009 |
|
|
|
1,016 |
|
|
|
917 |
|
|
|
806 |
|
|
|
EUR |
|
|
|
2024 |
|
|
|
5.125 |
% |
Bond |
|
|
2010 |
|
|
|
966 |
|
|
|
935 |
|
|
|
|
|
|
|
USD |
|
|
|
2020 |
|
|
|
4.450 |
% |
Bond |
|
|
2011 |
|
|
|
386 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
2021 |
|
|
|
4.125 |
% |
Current portion (less than one year) |
|
|
|
|
|
|
(294 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total TOTAL CAPITAL |
|
|
|
|
|
|
3,498 |
|
|
|
2,836 |
|
|
|
1,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other consolidated subsidiaries(d) |
|
|
|
|
|
|
926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Bonds after cash flow hedge |
|
|
|
|
|
|
4,424 |
|
|
|
2,836 |
|
|
|
1,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
55
(a) |
TOTAL CAPITAL is a wholly-owned indirect subsidiary of TOTAL S.A. (with the exception of one share held by each member of its Board of Directors). It acts as a financing
vehicle for the Group. 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. |
(b) |
TOTAL CAPITAL CANADA Ltd. is a wholly-owned direct 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) |
TOTAL CAPITAL INTERNATIONAL is a wholly-owned direct subsidiary of TOTAL S.A. It acts as a financing vehicle for the Group. 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. |
(d) |
This amount includes SunPowers convertible bonds for an amount of
355 million. |
Loan repayment schedule (excluding current portion)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2011 (M) |
|
Non-current financial debt |
|
|
of which hedging instruments of non-current financial debt (liabilities) |
|
|
Hedging instruments of non-current financial debt (assets) |
|
|
Non-current financial debt - net of hedging instruments |
|
|
% |
|
2013 |
|
|
5,021 |
|
|
|
80 |
|
|
|
(529 |
) |
|
|
4,492 |
|
|
|
22% |
|
2014 |
|
|
4,020 |
|
|
|
3 |
|
|
|
(390 |
) |
|
|
3,630 |
|
|
|
18% |
|
2015 |
|
|
4,070 |
|
|
|
6 |
|
|
|
(456 |
) |
|
|
3,614 |
|
|
|
18% |
|
2016 |
|
|
1,712 |
|
|
|
9 |
|
|
|
(193 |
) |
|
|
1,519 |
|
|
|
7% |
|
2017 and beyond |
|
|
7,734 |
|
|
|
48 |
|
|
|
(408 |
) |
|
|
7,326 |
|
|
|
35% |
|
Total |
|
|
22,557 |
|
|
|
146 |
|
|
|
(1,976 |
) |
|
|
20,581 |
|
|
|
100% |
|
|
|
|
|
|
|
As of
December 31, 2010 (M) |
|
Non-current
financial debt |
|
|
of which hedging instruments of non-current financial debt (liabilities) |
|
|
Hedging
instruments of non-current financial debt (assets) |
|
|
Non-current
financial debt - net of hedging instruments |
|
|
%
|
|
2012 |
|
|
3,756 |
|
|
|
34 |
|
|
|
(401 |
) |
|
|
3,355 |
|
|
|
18% |
|
2013 |
|
|
4,017 |
|
|
|
76 |
|
|
|
(473 |
) |
|
|
3,544 |
|
|
|
19% |
|
2014 |
|
|
2,508 |
|
|
|
1 |
|
|
|
(290 |
) |
|
|
2,218 |
|
|
|
12% |
|
2015 |
|
|
3,706 |
|
|
|
2 |
|
|
|
(302 |
) |
|
|
3,404 |
|
|
|
18% |
|
2016 and beyond |
|
|
6,796 |
|
|
|
65 |
|
|
|
(404 |
) |
|
|
6,392 |
|
|
|
33% |
|
Total |
|
|
20,783 |
|
|
|
178 |
|
|
|
(1,870 |
) |
|
|
18,913 |
|
|
|
100% |
|
|
|
|
|
|
|
As of
December 31, 2009 (M) |
|
Non-current
financial debt |
|
|
of which hedging instruments of non-current financial debt (liabilities) |
|
|
Hedging
instruments of non-current financial debt (assets) |
|
|
Non-current
financial debt - net of hedging instruments |
|
|
%
|
|
2011 |
|
|
3,857 |
|
|
|
42 |
|
|
|
(199 |
) |
|
|
3,658 |
|
|
|
20% |
|
2012 |
|
|
3,468 |
|
|
|
48 |
|
|
|
(191 |
) |
|
|
3,277 |
|
|
|
18% |
|
2013 |
|
|
3,781 |
|
|
|
95 |
|
|
|
(236 |
) |
|
|
3,545 |
|
|
|
19% |
|
2014 |
|
|
2,199 |
|
|
|
6 |
|
|
|
(90 |
) |
|
|
2,109 |
|
|
|
11% |
|
2015 and beyond |
|
|
6,132 |
|
|
|
50 |
|
|
|
(309 |
) |
|
|
5,823 |
|
|
|
32% |
|
Total |
|
|
19,437 |
|
|
|
241 |
|
|
|
(1,025 |
) |
|
|
18,412 |
|
|
|
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) |
|
2011 |
|
|
% |
|
|
2010 |
|
|
% |
|
|
2009 |
|
|
% |
|
U.S. Dollar |
|
|
8,645 |
|
|
|
42% |
|
|
|
7,248 |
|
|
|
39% |
|
|
|
3,962 |
|
|
|
21% |
|
Euro |
|
|
9,582 |
|
|
|
47% |
|
|
|
11,417 |
|
|
|
60% |
|
|
|
14,110 |
|
|
|
77% |
|
Other currencies |
|
|
2,354 |
|
|
|
11% |
|
|
|
248 |
|
|
|
1% |
|
|
|
340 |
|
|
|
2% |
|
Total |
|
|
20,581 |
|
|
|
100% |
|
|
|
18,913 |
|
|
|
100% |
|
|
|
18,412 |
|
|
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
% |
|
|
2010 |
|
|
% |
|
|
2009 |
|
|
% |
|
Fixed rate |
|
|
4,854 |
|
|
|
24% |
|
|
|
3,177 |
|
|
|
17% |
|
|
|
2,064 |
|
|
|
11% |
|
Floating rate |
|
|
15,727 |
|
|
|
76% |
|
|
|
15,736 |
|
|
|
83% |
|
|
|
16,348 |
|
|
|
89% |
|
Total |
|
|
20,581 |
|
|
|
100% |
|
|
|
18,913 |
|
|
|
100% |
|
|
|
18,412 |
|
|
|
100% |
|
56
B) |
|
CURRENT FINANCIAL ASSETS AND LIABILITIES |
Current borrowings consist mainly of commercial papers or treasury bills or draws on bank loans. These instruments bear interest at rates that are close to market rates.
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
(Assets) / Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Current financial debt(a) |
|
|
5,819 |
|
|
|
5,867 |
|
|
|
4,761 |
|
Current portion of non-current financial debt |
|
|
3,856 |
|
|
|
3,786 |
|
|
|
2,233 |
|
Current borrowings (note 28) |
|
|
9,675 |
|
|
|
9,653 |
|
|
|
6,994 |
|
Current portion of hedging instruments of debt (liabilities) |
|
|
40 |
|
|
|
12 |
|
|
|
97 |
|
Other current financial instruments (liabilities) |
|
|
127 |
|
|
|
147 |
|
|
|
26 |
|
Other current financial liabilities (note 28) |
|
|
167 |
|
|
|
159 |
|
|
|
123 |
|
Current deposits beyond three months |
|
|
(101 |
) |
|
|
(869 |
) |
|
|
(55 |
) |
Current portion of hedging instruments of debt (assets) |
|
|
(383 |
) |
|
|
(292 |
) |
|
|
(197 |
) |
Other current financial instruments (assets) |
|
|
(216 |
) |
|
|
(44 |
) |
|
|
(59 |
) |
Current financial assets (note 28) |
|
|
(700 |
) |
|
|
(1,205 |
) |
|
|
(311 |
) |
Current borrowings and related financial assets and liabilities, net |
|
|
9,142 |
|
|
|
8,607 |
|
|
|
6,806 |
|
(a) |
As of December 31, 2011 and as of December 31, 2010, the current financial debt includes a commercial paper program in Total Capital Canada Ltd. Total Capital Canada
Ltd. is a wholly-owned direct 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) |
|
NET-DEBT-TO-EQUITY RATIO |
For its
internal and external communication needs, the Group calculates a debt ratio by dividing its net financial debt by equity. Adjusted shareholders equity for the year ended December 31, 2011 is calculated after payment of a dividend of 2.28 per share, subject to approval by the shareholders meeting on May 11, 2012.
The net-debt-to-equity ratio is calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
(Assets) / Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Current borrowings |
|
|
9,675 |
|
|
|
9,653 |
|
|
|
6,994 |
|
Other current financial liabilities |
|
|
167 |
|
|
|
159 |
|
|
|
123 |
|
Current financial assets |
|
|
(700 |
) |
|
|
(1,205 |
) |
|
|
(311 |
) |
Non-current financial debt |
|
|
22,557 |
|
|
|
20,783 |
|
|
|
19,437 |
|
Hedging instruments on non-current financial debt |
|
|
(1,976 |
) |
|
|
(1,870 |
) |
|
|
(1,025 |
) |
Cash and cash equivalents |
|
|
(14,025 |
) |
|
|
(14,489 |
) |
|
|
(11,662 |
) |
Net financial debt |
|
|
15,698 |
|
|
|
13,031 |
|
|
|
13,556 |
|
Shareholders equity Group share |
|
|
68,037 |
|
|
|
60,414 |
|
|
|
52,552 |
|
Distribution of the income based on existing shares at the closing date |
|
|
(1,255 |
) |
|
|
(2,553 |
) |
|
|
(2,546 |
) |
Non-controlling interests |
|
|
1,352 |
|
|
|
857 |
|
|
|
987 |
|
Adjusted shareholders equity |
|
|
68,134 |
|
|
|
58,718 |
|
|
|
50,993 |
|
Net-debt-to-equity ratio |
|
|
23.0% |
|
|
|
22.2% |
|
|
|
26.6% |
|
21) OTHER CREDITORS AND ACCRUED LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Accruals and deferred income |
|
|
231 |
|
|
|
184 |
|
|
|
223 |
|
Payable to States (including taxes and duties) |
|
|
8,040 |
|
|
|
7,235 |
|
|
|
6,024 |
|
Payroll |
|
|
1,062 |
|
|
|
996 |
|
|
|
955 |
|
Other operating liabilities |
|
|
5,441 |
|
|
|
3,574 |
|
|
|
4,706 |
|
Total |
|
|
14,774 |
|
|
|
11,989 |
|
|
|
11,908 |
|
As of December 31, 2011, the heading Other operating liabilities mainly includes the third quarterly interim
dividend for the fiscal year 2011 for 1,317 million. This interim dividend will be paid on March 2012.
As of December 31, 2009, the heading Other operating liabilities mainly included 744 million related to Chesapeake acquisition (see Note 3 to the Consolidated Financial Statements).
57
22) LEASE CONTRACTS
The Group leases real estate, retail stations, ships, and other equipments (see Note 11 to the Consolidated Financial Statements).
The future minimum lease payments on operating and finance leases to which the Group is committed are shown as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2011
(M) |
|
Operating leases |
|
|
Finance leases |
|
2012 |
|
|
762 |
|
|
|
41 |
|
2013 |
|
|
552 |
|
|
|
40 |
|
2014 |
|
|
416 |
|
|
|
37 |
|
2015 |
|
|
335 |
|
|
|
36 |
|
2016 |
|
|
316 |
|
|
|
34 |
|
2017 and beyond |
|
|
940 |
|
|
|
20 |
|
Total minimum payments |
|
|
3,321 |
|
|
|
208 |
|
Less financial expenses |
|
|
|
|
|
|
(31 |
) |
Nominal value of contracts |
|
|
|
|
|
|
177 |
|
Less current portion of finance lease contracts |
|
|
|
|
|
|
(25 |
) |
Outstanding liability of finance lease contracts |
|
|
|
|
|
|
152 |
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2010
(M) |
|
Operating leases |
|
|
Finance leases |
|
2011 |
|
|
582 |
|
|
|
39 |
|
2012 |
|
|
422 |
|
|
|
39 |
|
2013 |
|
|
335 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2010
(M) |
|
Operating leases |
|
|
Finance leases |
|
2014 |
|
|
274 |
|
|
|
35 |
|
2015 |
|
|
230 |
|
|
|
35 |
|
2016 and beyond |
|
|
1,105 |
|
|
|
54 |
|
Total minimum payments |
|
|
2,948 |
|
|
|
241 |
|
Less financial expenses |
|
|
|
|
|
|
(43 |
) |
Nominal value of contracts |
|
|
|
|
|
|
198 |
|
Less current portion of finance lease contracts |
|
|
|
|
|
|
(23 |
) |
Outstanding liability of finance lease contracts |
|
|
|
|
|
|
175 |
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2009
(M) |
|
Operating leases |
|
|
Finance leases |
|
2010 |
|
|
523 |
|
|
|
42 |
|
2011 |
|
|
377 |
|
|
|
43 |
|
2012 |
|
|
299 |
|
|
|
42 |
|
2013 |
|
|
243 |
|
|
|
41 |
|
2014 |
|
|
203 |
|
|
|
39 |
|
2015 and beyond |
|
|
894 |
|
|
|
128 |
|
Total minimum payments |
|
|
2,539 |
|
|
|
335 |
|
Less financial expenses |
|
|
|
|
|
|
(53 |
) |
Nominal value of contracts |
|
|
|
|
|
|
282 |
|
Less current portion of finance lease contracts |
|
|
|
|
|
|
(22 |
) |
Outstanding liability of finance lease contracts |
|
|
|
|
|
|
260 |
|
Net rental expense incurred under operating leases for the year ended December 31, 2011 is 645 million (against
605 million in 2010 and
613 million in 2009).
23) COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity and installments |
|
As of December 31, 2011
(M) |
|
Total |
|
|
Less than 1 year |
|
|
Between 1 and 5 years |
|
|
More than 5 years |
|
Non-current debt obligations net of hedging instruments (Note 20) |
|
|
20,429 |
|
|
|
|
|
|
|
13,121 |
|
|
|
7,308 |
|
Current portion of non-current debt obligations net of hedging instruments (Note 20) |
|
|
3,488 |
|
|
|
3,488 |
|
|
|
|
|
|
|
|
|
Finance lease obligations (Note 22) |
|
|
177 |
|
|
|
25 |
|
|
|
134 |
|
|
|
18 |
|
Asset retirement obligations (Note 19) |
|
|
6,884 |
|
|
|
272 |
|
|
|
804 |
|
|
|
5,808 |
|
Contractual obligations recorded in the balance sheet |
|
|
30,978 |
|
|
|
3,785 |
|
|
|
14,059 |
|
|
|
13,134 |
|
Operating lease obligations (Note 22) |
|
|
3,321 |
|
|
|
762 |
|
|
|
1,619 |
|
|
|
940 |
|
Purchase obligations |
|
|
77,353 |
|
|
|
11,049 |
|
|
|
20,534 |
|
|
|
45,770 |
|
Contractual obligations not recorded in the balance sheet |
|
|
80,674 |
|
|
|
11,811 |
|
|
|
22,153 |
|
|
|
46,710 |
|
Total of contractual obligations |
|
|
111,652 |
|
|
|
15,596 |
|
|
|
36,212 |
|
|
|
59,844 |
|
Guarantees given for excise taxes |
|
|
1,765 |
|
|
|
1,594 |
|
|
|
73 |
|
|
|
98 |
|
Guarantees given against borrowings |
|
|
4,778 |
|
|
|
3,501 |
|
|
|
323 |
|
|
|
954 |
|
Indemnities related to sales of businesses |
|
|
39 |
|
|
|
|
|
|
|
34 |
|
|
|
5 |
|
Guarantees of current liabilities |
|
|
376 |
|
|
|
262 |
|
|
|
35 |
|
|
|
79 |
|
Guarantees to customers / suppliers |
|
|
3,265 |
|
|
|
1,634 |
|
|
|
57 |
|
|
|
1,574 |
|
Letters of credit |
|
|
2,408 |
|
|
|
1,898 |
|
|
|
301 |
|
|
|
209 |
|
Other operating commitments |
|
|
2,477 |
|
|
|
433 |
|
|
|
697 |
|
|
|
1,347 |
|
Total of other commitments given |
|
|
15,108 |
|
|
|
9,322 |
|
|
|
1,520 |
|
|
|
4,266 |
|
Mortgages and liens received |
|
|
408 |
|
|
|
7 |
|
|
|
119 |
|
|
|
282 |
|
Goods and services sale obligations(a) |
|
|
62,216 |
|
|
|
4,221 |
|
|
|
17,161 |
|
|
|
40,834 |
|
Other commitments received |
|
|
6,740 |
|
|
|
4,415 |
|
|
|
757 |
|
|
|
1,568 |
|
Total of commitments received |
|
|
69,364 |
|
|
|
8,643 |
|
|
|
18,037 |
|
|
|
42,684 |
|
(a) |
As from December 31, 2011, the Group discloses its goods and services sale obligations. |
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity
and installments |
|
As of
December 31, 2010 (M) |
|
Total |
|
|
Less than 1 year |
|
|
Between 1 and 5 years |
|
|
More than 5 years |
|
Non-current debt obligations net of hedging instruments (Note 20) |
|
|
18,738 |
|
|
|
|
|
|
|
12,392 |
|
|
|
6,346 |
|
Current portion of non-current debt obligations net of hedging instruments (Note 20) |
|
|
3,483 |
|
|
|
3,483 |
|
|
|
|
|
|
|
|
|
Finance lease obligations (Note 22) |
|
|
198 |
|
|
|
23 |
|
|
|
129 |
|
|
|
46 |
|
Asset retirement obligations (Note 19) |
|
|
5,917 |
|
|
|
177 |
|
|
|
872 |
|
|
|
4,868 |
|
Contractual obligations recorded in the balance sheet |
|
|
28,336 |
|
|
|
3,683 |
|
|
|
13,393 |
|
|
|
11,260 |
|
Operating lease obligations (Note 22) |
|
|
2,948 |
|
|
|
582 |
|
|
|
1,261 |
|
|
|
1,105 |
|
Purchase obligations |
|
|
61,293 |
|
|
|
6,347 |
|
|
|
14,427 |
|
|
|
40,519 |
|
Contractual obligations not recorded in the balance sheet |
|
|
64,241 |
|
|
|
6,929 |
|
|
|
15,688 |
|
|
|
41,624 |
|
Total of contractual obligations |
|
|
92,577 |
|
|
|
10,612 |
|
|
|
29,081 |
|
|
|
52,884 |
|
Guarantees given for excise taxes |
|
|
1,753 |
|
|
|
1,594 |
|
|
|
71 |
|
|
|
88 |
|
Guarantees given against borrowings |
|
|
5,005 |
|
|
|
1,333 |
|
|
|
493 |
|
|
|
3,179 |
|
Indemnities related to sales of businesses |
|
|
37 |
|
|
|
|
|
|
|
31 |
|
|
|
6 |
|
Guarantees of current liabilities |
|
|
171 |
|
|
|
147 |
|
|
|
19 |
|
|
|
5 |
|
Guarantees to customers / suppliers |
|
|
3,020 |
|
|
|
1,621 |
|
|
|
96 |
|
|
|
1,303 |
|
Letters of credit |
|
|
1,250 |
|
|
|
1,247 |
|
|
|
|
|
|
|
3 |
|
Other operating commitments |
|
|
2,057 |
|
|
|
467 |
|
|
|
220 |
|
|
|
1,370 |
|
Total of other commitments given |
|
|
13,293 |
|
|
|
6,409 |
|
|
|
930 |
|
|
|
5,954 |
|
Mortgages and liens received |
|
|
429 |
|
|
|
2 |
|
|
|
114 |
|
|
|
313 |
|
Other commitments received |
|
|
6,387 |
|
|
|
3,878 |
|
|
|
679 |
|
|
|
1,830 |
|
Total of commitments received |
|
|
6,816 |
|
|
|
3,880 |
|
|
|
793 |
|
|
|
2,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity
and installments |
|
As of December 31, 2009 (M) |
|
Total |
|
|
Less than 1 year |
|
|
Between 1 and 5 years |
|
|
More than 5 years |
|
Non-current debt obligations net of hedging instruments (Note 20) |
|
|
18,152 |
|
|
|
|
|
|
|
12,443 |
|
|
|
5,709 |
|
Current portion of non-current debt obligations net of hedging instruments (Note 20) |
|
|
2,111 |
|
|
|
2,111 |
|
|
|
|
|
|
|
|
|
Finance lease obligations (Note 22) |
|
|
282 |
|
|
|
22 |
|
|
|
146 |
|
|
|
114 |
|
Asset retirement obligations (Note 19) |
|
|
5,469 |
|
|
|
235 |
|
|
|
972 |
|
|
|
4,262 |
|
Contractual obligations recorded in the balance sheet |
|
|
26,014 |
|
|
|
2,368 |
|
|
|
13,561 |
|
|
|
10,085 |
|
Operating lease obligations (Note 22) |
|
|
2,539 |
|
|
|
523 |
|
|
|
1,122 |
|
|
|
894 |
|
Purchase obligations |
|
|
49,808 |
|
|
|
4,542 |
|
|
|
9,919 |
|
|
|
35,347 |
|
Contractual obligations not recorded in the balance sheet |
|
|
52,347 |
|
|
|
5,065 |
|
|
|
11,041 |
|
|
|
36,241 |
|
Total of contractual obligations |
|
|
78,361 |
|
|
|
7,433 |
|
|
|
24,602 |
|
|
|
46,326 |
|
Guarantees given for excise taxes |
|
|
1,765 |
|
|
|
1,617 |
|
|
|
69 |
|
|
|
79 |
|
Guarantees given against borrowings |
|
|
2,882 |
|
|
|
1,383 |
|
|
|
709 |
|
|
|
790 |
|
Indemnities related to sales of businesses |
|
|
36 |
|
|
|
|
|
|
|
1 |
|
|
|
35 |
|
Guarantees of current liabilities |
|
|
203 |
|
|
|
160 |
|
|
|
38 |
|
|
|
5 |
|
Guarantees to customers / suppliers |
|
|
2,770 |
|
|
|
1,917 |
|
|
|
70 |
|
|
|
783 |
|
Letters of credit |
|
|
1,499 |
|
|
|
1,485 |
|
|
|
2 |
|
|
|
12 |
|
Other operating commitments |
|
|
765 |
|
|
|
582 |
|
|
|
103 |
|
|
|
80 |
|
Total of other commitments given |
|
|
9,920 |
|
|
|
7,144 |
|
|
|
992 |
|
|
|
1,784 |
|
Mortgages and liens received |
|
|
330 |
|
|
|
5 |
|
|
|
106 |
|
|
|
219 |
|
Other commitments received |
|
|
5,637 |
|
|
|
3,187 |
|
|
|
481 |
|
|
|
1,969 |
|
Total of commitments received |
|
|
5,967 |
|
|
|
3,192 |
|
|
|
587 |
|
|
|
2,188 |
|
59
A. |
|
CONTRACTUAL OBLIGATIONS |
Debt
obligations
Non-current debt obligations are included in the items Non-current financial debt and Hedging
instruments of non-current financial debt of the Consolidated Balance Sheet. It includes the non-current portion of swaps hedging bonds, and excludes non-current finance lease obligations of
152 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 25 million.
The information regarding contractual obligations linked to indebtedness is presented in Note 20 to the Consolidated Financial Statements.
Lease contracts
The information regarding operating
and finance leases is presented in Note 22 to the Consolidated Financial Statements.
Asset retirement obligations
This item represents the discounted present value of Upstream asset retirement obligations, primarily asset removal costs at the completion date. The information
regarding contractual obligations linked to asset retirement obligations is presented in Notes 1Q and 19 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: hydrocarbon unconditional purchase contracts (except where an active, highly-liquid market exists and when
the hydrocarbons are expected to be re-sold shortly after purchase), reservation of transport capacities in pipelines, unconditional exploration works and development works in the Upstream segment, and contracts for capital investment projects in
the Downstream segment.
B. |
|
OTHER COMMITMENTS GIVEN |
Guarantees given for excise taxes
They consist of
guarantees given to other oil and gas companies in order to comply with French tax authorities requirements for oil and gas imports in France. A payment would be triggered by a failure of the guaranteed party with respect to the French tax
authorities. The default of the guaranteed parties is however considered to be highly remote by the Group.
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. As of December 31, 2011, the maturities of these guarantees are up to 2023.
Guarantees given against borrowings include the guarantee
given in 2008 by TOTAL S.A. in connection with the financing of the Yemen LNG project for an amount of 1,208 million. In turn, certain
partners involved in this project have given commitments that could, in the case of Total S.A.s guarantees being called for the maximum amount, reduce the Groups exposure by up to
404 million, recorded under Other commitments received.
In 2010, TOTAL S.A. provided guarantees in connection with the financing of the Jubail project (operated by SAUDI ARAMCO TOTAL Refining and Petrochemical Company (SATORP)) of up to 2,463 million, proportional to TOTALs share in the project (37.5%). In addition, TOTAL S.A. provided in 2010 a guarantee in
favor of its partner in the Jubail project (Saudi Arabian Oil Company) with respect to Total Refining Saudi Arabia SASs obligations under the shareholders agreement with respect to SATORP. As of December 31, 2011, this guarantee is
of up to 1,095 million and has been recorded under Other operating commitments.
Indemnities related to sales of businesses
In the
ordinary course of business, the Group executes contracts involving standard indemnities in 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,
60
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.
The guarantees related to antitrust
investigations granted as part of the agreement relating to the spin-off of Arkema are described in Note 32 to the Consolidated Financial Statements.
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 and accepted 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.
Goods and
services sale obligations
These amounts represent binding obligations under contractual agreements to sell goods or services, including in
particular hydrocarbon unconditional sale contracts (except when an active, highly-liquid market exists and volumes are re-sold shortly after purchase).
24) RELATED PARTIES
The main transactions and balances with related parties (principally non-consolidated subsidiaries and equity affiliates) are detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
|
|
|
|
|
|
|
|
|
|
|
Debtors and other debtors |
|
|
585 |
|
|
|
432 |
|
|
|
293 |
|
Loans (excl. loans to equity affiliates) |
|
|
331 |
|
|
|
315 |
|
|
|
438 |
|
Payables |
|
|
|
|
|
|
|
|
|
|
|
|
Creditors and other creditors |
|
|
724 |
|
|
|
497 |
|
|
|
386 |
|
Debts |
|
|
31 |
|
|
|
28 |
|
|
|
42 |
|
|
|
|
|
For the year ended
December 31, (M) |
|
2011
|
|
|
2010
|
|
|
2009
|
|
Statement of income |
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
4,400 |
|
|
|
3,194 |
|
|
|
2,183 |
|
Purchases |
|
|
5,508 |
|
|
|
5,576 |
|
|
|
2,958 |
|
Financial expense |
|
|
|
|
|
|
69 |
|
|
|
1 |
|
Financial income |
|
|
79 |
|
|
|
74 |
|
|
|
68 |
|
Compensation for the administration and management bodies
The aggregate amount of direct and indirect compensation accounted for by the French and foreign affiliates of the Company for the executive officers of TOTAL (the members of the Management Committee and the
Treasurer) and for the members of the Board of Directors who are employees of the Group, is detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Number of people |
|
|
30 |
|
|
|
26 |
|
|
|
27 |
|
Direct or indirect compensation received |
|
|
20.4 |
|
|
|
20.8 |
|
|
|
19.4 |
|
Pension expenses(a) |
|
|
9.4 |
|
|
|
12.2 |
|
|
|
10.6 |
|
Other long-term benefits expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Termination benefits expenses |
|
|
4.8 |
|
|
|
|
|
|
|
|
|
Share-based payments expense (IFRS 2)(b) |
|
|
10.2 |
|
|
|
10.0 |
|
|
|
11.2 |
|
(a) |
The benefits provided for executive officers and certain members of the Board of Directors, employees and former employees of the Group, include severance to be paid on
retirement, supplementary pension schemes and insurance plans, which represent 139.7 million provisioned as of December 31,
2011 (against 113.8 million as of December 31, 2010 and 96.6 million as of December 31, 2009). |
(b) |
Share-based payments expense computed for the executive officers and the members of the Board of Directors who are employees of the Group as described in Note 25 paragraph E
to the Consolidated Financial Statements and based on the principles of IFRS 2 Share-based payments described in Note 1 paragraph E to the Consolidated Financial Statements. |
The compensation allocated to members of the Board of Directors for directors fees totaled 1.07 million in 2011 (0.96 million in 2010 and 0.97 million in 2009).
61
25) SHARE-BASED PAYMENTS
A. |
|
TOTAL SHARE SUBSCRIPTION OPTION PLANS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 Plan |
|
|
2004 Plan |
|
|
2005 Plan |
|
|
2006 Plan |
|
|
2007 Plan |
|
|
2008 Plan |
|
|
2009 Plan |
|
|
2010 Plan |
|
|
2011 Plan |
|
|
Total |
|
|
Weighted average exercise price |
|
Date of the shareholders meeting |
|
|
05/17/2001 |
|
|
|
05/14/2004 |
|
|
|
05/14/2004 |
|
|
|
05/14/2004 |
|
|
|
05/11/2007 |
|
|
|
05/11/2007 |
|
|
|
05/11/2007 |
|
|
|
05/21/2010 |
|
|
|
05/21/2010 |
|
|
|
|
|
|
|
|
|
Date of the award(a) |
|
|
07/16/2003 |
|
|
|
07/20/2004 |
|
|
|
07/19/2005 |
|
|
|
07/18/2006 |
|
|
|
07/17/2007 |
|
|
|
10/09/2008 |
|
|
|
09/15/2009 |
|
|
|
09/14/2010 |
|
|
|
09/14/2011 |
|
|
|
|
|
|
|
|
|
Exercise price until May 23, 2006
included(b) |
|
|
33.30 |
|
|
|
39.85 |
|
|
|
49.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price since May 24, 2006(b) |
|
|
32.84 |
|
|
|
39.30 |
|
|
|
49.04 |
|
|
|
50.60 |
|
|
|
60.10 |
|
|
|
42.90 |
|
|
|
39.90 |
|
|
|
38.20 |
|
|
|
33.00 |
|
|
|
|
|
|
|
|
|
Expiry date |
|
|
07/16/2011 |
|
|
|
07/20/2012 |
|
|
|
07/19/2013 |
|
|
|
07/18/2014 |
|
|
|
07/17/2015 |
|
|
|
10/09/2016 |
|
|
|
09/15/2017 |
|
|
|
09/14/2018 |
|
|
|
09/14/2019 |
|
|
|
|
|
|
|
|
|
Number of options(c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Existing options as of January 1, 2008 |
|
|
8,368,378 |
|
|
|
13,197,236 |
|
|
|
6,243,438 |
|
|
|
5,711,060 |
|
|
|
5,920,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,440,217 |
|
|
|
44.23 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,449,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,449,810 |
|
|
|
42.90 |
|
Cancelled |
|
|
(25,184 |
) |
|
|
(118,140 |
) |
|
|
(34,032 |
) |
|
|
(53,304 |
) |
|
|
(34,660 |
) |
|
|
(6,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(271,320 |
) |
|
|
44.88 |
|
Exercised |
|
|
(841,846 |
) |
|
|
(311,919 |
) |
|
|
(17,702 |
) |
|
|
(6,700 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,178,167 |
) |
|
|
34.89 |
|
Existing options as of January 1, 2009 |
|
|
7,501,348 |
|
|
|
12,767,177 |
|
|
|
6,191,704 |
|
|
|
5,651,056 |
|
|
|
5,885,445 |
|
|
|
4,443,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,440,540 |
|
|
|
44.35 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,387,620 |
|
|
|
|
|
|
|
|
|
|
|
4,387,620 |
|
|
|
39.90 |
|
Cancelled |
|
|
(8,020 |
) |
|
|
(18,387 |
) |
|
|
(6,264 |
) |
|
|
(5,370 |
) |
|
|
(13,780 |
) |
|
|
(2,180 |
) |
|
|
(10,610 |
) |
|
|
|
|
|
|
|
|
|
|
(64,611 |
) |
|
|
45.04 |
|
Exercised |
|
|
(681,699 |
) |
|
|
(253,081 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(934,780 |
) |
|
|
34.59 |
|
Existing options as of January 1, 2010 |
|
|
6,811,629 |
|
|
|
12,495,709 |
|
|
|
6,185,440 |
|
|
|
5,645,686 |
|
|
|
5,871,665 |
|
|
|
4,441,630 |
|
|
|
4,377,010 |
|
|
|
|
|
|
|
|
|
|
|
45,828,769 |
|
|
|
44.12 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,788,420 |
|
|
|
|
|
|
|
4,788,420 |
|
|
|
38.20 |
|
Cancelled(d) |
|
|
(1,420 |
) |
|
|
(15,660 |
) |
|
|
(6,584 |
) |
|
|
(4,800 |
) |
|
|
(5,220 |
) |
|
|
(92,472 |
) |
|
|
(4,040 |
) |
|
|
(1,120 |
) |
|
|
|
|
|
|
(131,316 |
) |
|
|
43.50 |
|
Exercised |
|
|
(1,075,765 |
) |
|
|
(141,202 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,080 |
) |
|
|
|
|
|
|
|
|
|
|
(1,218,047 |
) |
|
|
33.60 |
|
Existing options as of January 1, 2011 |
|
|
5,734,444 |
|
|
|
12,338,847 |
|
|
|
6,178,856 |
|
|
|
5,640,886 |
|
|
|
5,866,445 |
|
|
|
4,349,158 |
|
|
|
4,371,890 |
|
|
|
4,787,300 |
|
|
|
|
|
|
|
49,267,826 |
|
|
|
43.80 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,518,840 |
|
|
|
1,518,840 |
|
|
|
33.00 |
|
Cancelled(e) |
|
|
(738,534 |
) |
|
|
(28,208 |
) |
|
|
(16,320 |
) |
|
|
(17,380 |
) |
|
|
(16,080 |
) |
|
|
(13,260 |
) |
|
|
(14,090 |
) |
|
|
(85,217 |
) |
|
|
(1,000 |
) |
|
|
(930,089 |
) |
|
|
34.86 |
|
Exercised |
|
|
(4,995,910 |
) |
|
|
(216,115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(200 |
) |
|
|
|
|
|
|
(2,040 |
) |
|
|
(9,400 |
) |
|
|
(5,223,665 |
) |
|
|
33.11 |
|
Existing options as of December 31, 2011 |
|
|
|
|
|
|
12,094,524 |
|
|
|
6,162,536 |
|
|
|
5,623,506 |
|
|
|
5,850,365 |
|
|
|
4,335,698 |
|
|
|
4,357,800 |
|
|
|
4,700,043 |
|
|
|
1,508,440 |
|
|
|
44,632,912 |
|
|
|
44.87 |
|
(a) |
The grant date is the date of the Board meeting awarding the share subscription options, except for the grant of October 9, 2008, decided by the Board on
September 9, 2008. |
(b) |
Exercise price in euro. The exercise prices of TOTAL subscription shares of the plans in force at that date were multiplied by 0.25 to take into account the four-for-one stock
split on May 18, 2006. Moreover, following the spin-off of Arkema, the exercise prices of TOTAL subscription shares of these plans were multiplied by an adjustment factor equal to 0.986147 effective as of May 24, 2006.
|
(c) |
The number of options awarded, outstanding, canceled or exercised before May 23, 2006 included, was multiplied by four to take into account the four-for-one stock split
approved by the shareholders meeting on May 12, 2006. |
(d) |
Out of 92,472 options awarded under the 2008 Plan that were canceled, 88,532 options were canceled due to the performance condition. The acquisition rate applicable to the
subscription options that were subject to the performance condition of the 2008 Plan was 60%. |
(e) |
Out of the 930,089 options canceled in 2011, 738,534 options that were not exercised expired due to the expiry of the 2003 subscription option Plan on July 16, 2011.
|
62
Options are exercisable, subject to a continuous employment 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 may not be transferred during four years from the date of grant. For the 2007 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.
2011 Plan
For the 2011 Plan, the Board of Directors decided that for each grantee other than the Chairman and
Chief Executive Officer, the options will be finally granted to their beneficiary provided that the performance condition is fulfilled.
The performance
condition states that the number of options finally granted is based on the average of the Return On Equity (ROE) of the Group. The average ROE is calculated by the Group from the consolidated balance sheet and statement of income of the Group for
fiscal years 2011 and 2012.
The acquisition rate:
|
|
is equal to zero if the average ROE is less than or equal to 7%; |
|
|
varies on straight-line basis between 0% and 100% if the average ROE is more than 7% and less than 18%; and |
|
|
is equal to 100% if the average ROE is more than or equal to 18%. |
In addition, as part of the 2011 Plan, the Board of Directors decided that the number of share subscription options finally awarded to the Chairman and Chief Executive Officer will be subject to two performance
conditions:
|
|
For 50% of the share subscription options granted, the performance condition states that the number of options finally granted is based on the average ROE of the
Group. The average ROE is calculated by the Group from the consolidated balance sheet and statement of income of the Group for fiscal years 2011 and 2012. The acquisition rate is equal to zero if the average ROE is less than or equal to 7%; varies
on a straight-line basis between 0% and 100% if the average ROE is more than 7% and less than 18%; and is equal to 100% if the average ROE is more than or equal to 18%. |
|
|
For 50% of the share subscription options granted, the performance condition states that the number of
|
|
|
options finally granted is based on the average of the Return On Average Capital Employed (ROACE) of the Group. The average ROACE is calculated by the Group from the consolidated balance sheet
and statement of income of the Group for fiscal years 2011 and 2012. The acquisition rate is equal to zero if the average ROACE is less than or equal to 6%; varies on a straight-line basis between 0% and 100% if the average ROACE is more than 6% and
less than 15%; and is equal to 100% if the average ROACE is more than or equal to 15%. |
2010 Plan
For the 2010 Plan, the Board of Directors decided that:
|
|
For each grantee of up to 3,000 options, other than the Chairman and Chief Executive Officer, the options will be finally granted to their beneficiary.
|
|
|
For each grantee of more than 3,000 options and less or equal to 50,000 options (other than the Chairman and Chief Executive Officer):
|
|
|
|
The first 3,000 options and two-thirds above the first 3,000 options will be finally granted to their beneficiary; |
|
|
|
The outstanding options, that is one-third of the options above the first 3,000 options, will be finally granted provided that the performance condition
described below is fulfilled. |
|
|
|
For each grantee of more than 50,000 options (other than the Chairman and Chief Executive Officer): |
|
|
|
The first 3,000 options, two-thirds of the options above the first 3,000 options and below the first 50,000 options, and one-third of the options above the first
50,000 options, will be finally granted to their beneficiary; |
|
|
|
The outstanding options, that is one-third of the options above the first 3,000 options and below the first 50,000 options and two-thirds of the options above
the first 50,000 options, will be finally granted provided that the performance condition is fulfilled. |
The performance condition
states that the number of options finally granted is based on the average ROE of the Group. The average ROE is calculated by the Group based on TOTALs consolidated balance sheet and statement of income for fiscal years 2010 and 2011. The
acquisition rate:
|
|
is equal to zero if the average ROE is less than or equal to 7%;
|
63
|
|
varies on straight-line basis between 0% and 100% if the average ROE is more than 7% and less than 18%; and |
|
|
is equal to 100% if the average ROE is more than or equal to 18%. |
In addition, as part of the 2010 Plan, the Board of Directors decided that the number of share subscription options finally awarded to the Chairman and Chief Executive Officer will be subject to two performance
conditions:
|
|
For 50% of the share subscription options granted, the performance condition states that the number of options finally granted is based on the average ROE of the
Group. The average ROE is calculated by the Group based on TOTALs consolidated balance sheet and statement of income for fiscal years 2010 and 2011. The acquisition rate is equal to zero if the average ROE is less than or equal to 7%; varies
on a straight-line basis between 0% and 100% if the average ROE is more than 7% and less than 18%; and is equal to 100% if the average ROE is more than or equal to 18%. |
|
|
For 50% of the share subscription options granted, the performance condition states that the number of options finally granted is based on the average ROACE of
the Group. The average ROACE is calculated by the Group based on TOTALs consolidated balance sheet and statement of income for fiscal years 2010 and 2011. The acquisition rate is equal to zero if the average ROACE is less than or equal to 6%;
varies on a straight-line basis between 0% and 100% if the average ROACE is more than 6% and less than 15%; and is equal to 100% if the average ROACE is more than or equal to 15%. |
2009 Plan
For the 2009 Plan, the Board of Directors decided
that for each beneficiary, other than the Chief Executive Officer, of more than 25,000 options, one third of the options granted in excess of this number will be finally granted subject to a performance condition. This condition states that the
final number of options finally granted is based on the average
ROE of the Group as published by TOTAL. The average ROE is calculated based on the Groups consolidated balance sheet and statement of income for fiscal years 2009 and 2010. The acquisition
rate:
|
|
is equal to zero if the average ROE is less than or equal to 7%; |
|
|
varies on straight-line basis between 0% and 100% if the average ROE is more than 7% and less than 18%; and |
|
|
is equal to 100% if the average ROE is more than or equal to 18%. |
In addition, the Board of Directors decided that, for the Chief Executive Officer, the number of share subscription options finally granted will be subject to two performance conditions:
|
|
For 50% of the share subscription options granted, the performance condition states that the number of options finally granted is based on the average ROE of the
Group as published by TOTAL. The average ROE is calculated based on the Groups consolidated balance sheet and statement of income for fiscal years 2009 and 2010. The acquisition rate is equal to zero if the average ROE is less than or equal to
7%; varies on a straight-line basis between 0% and 100% if the average ROE is more than 7% and less than 18%; and is equal to 100% if the average ROE is more than or equal to 18%. |
|
|
For 50% of the share subscription options granted, the performance condition states that the number of options finally granted is based on the average ROACE of
the Group as published by TOTAL. The average ROACE is calculated based on the Groups consolidated balance sheet and statement of income for fiscal years 2009 and 2010. The acquisition rate is equal to zero if the average ROACE is less than or
equal to 6%; varies on a straight-line basis between 0% and 100% if the average ROACE is more than 6% and less than 15%; and is equal to 100% if the average ROACE is more than or equal to 15%. |
Due to the application of the performance condition, the acquisition rates were 100% for the 2009 Plan.
64
B. |
|
TOTAL SHARE PURCHASE OPTION PLANS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 Plan(a)
|
|
|
2002 Plan(b)
|
|
|
Total |
|
|
Weighted average exercise price |
|
Date of the shareholders meeting |
|
|
05/17/2001 |
|
|
|
05/17/2001 |
|
|
|
|
|
|
|
|
|
Grant date(c) |
|
|
07/10/2001 |
|
|
|
07/09/2002 |
|
|
|
|
|
|
|
|
|
Exercise price until May 23, 2006
included(d) |
|
|
42.05 |
|
|
|
39.58 |
|
|
|
|
|
|
|
|
|
Exercise price since May 24, 2006(d) |
|
|
41.47 |
|
|
|
39.03 |
|
|
|
|
|
|
|
|
|
Expiry date |
|
|
07/10/2009 |
|
|
|
07/09/2010 |
|
|
|
|
|
|
|
|
|
Number of options(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2009 |
|
|
4,691,426 |
|
|
|
6,450,857 |
|
|
|
11,142,283 |
|
|
|
40.06 |
|
Awarded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled |
|
|
(4,650,446 |
) |
|
|
(7,920 |
) |
|
|
(4,658,366 |
) |
|
|
41.47 |
|
Exercised |
|
|
(40,980 |
) |
|
|
(507,676 |
) |
|
|
(548,656 |
) |
|
|
39.21 |
|
Outstanding as of January 1, 2010 |
|
|
|
|
|
|
5,935,261 |
|
|
|
5,935,261 |
|
|
|
39.03 |
|
Awarded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled(f) |
|
|
|
|
|
|
(4,671,989 |
) |
|
|
(4,671,989 |
) |
|
|
39.03 |
|
Exercised |
|
|
|
|
|
|
(1,263,272 |
) |
|
|
(1,263,272 |
) |
|
|
39.03 |
|
Outstanding as of January 1, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awarded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Options were exercisable, subject to a continued employment condition, after a 3.5-year vesting period from the date of the Board meeting awarding the options and expired 8
years after this date. The underlying shares may not be transferred during the 4-year period from the date of the grant. This plan expired on July 10, 2009. |
(b) |
Options were exercisable, subject to a continued employment condition, after a 2-year vesting period from the date of the Board meeting awarding the options and expired 8
years after this date. The underlying shares may not be transferred during the 4-year period from the date of the grant. This plan expired on July 9, 2010. |
(c) |
The grant date is the date of the Board meeting awarding the options. |
(d) |
Exercise price in euro. The exercise prices of TOTAL share purchase options of the plans at that date were multiplied by 0.25 to take into account the four-for-one stock split
on May 18, 2006. Moreover, following the spin-off of Arkema, the exercise prices of TOTAL share purchase options of these plans were multiplied by an adjustment factor equal to 0.986147 effective as of May 24, 2006.
|
(e) |
The number of options awarded, outstanding, canceled or exercised before May 23, 2006 included, was multiplied by four to take into account the four-for-one stock split
approved by the shareholders meeting on May 12, 2006. |
(f) |
Out of the 4,671,989 options canceled in 2010, 4,671,145 options that were not exercised expired due to the expiry of the 2002 purchase option Plan on July 9, 2010.
|
C. |
|
EXCHANGE GUARANTEE GRANTED TO THE HOLDERS OF ELF AQUITAINE SHARE SUBSCRIPTION OPTIONS |
Pursuant to the public exchange offer for Elf Aquitaine shares which was made in 1999, the Group made a commitment to guarantee the holders of Elf Aquitaine share
subscription options, at the end of the period referred to in Article 163 bis C of the French Tax Code (CGI), and until the end of the period for the exercise of the options, the possibility to exchange their future Elf Aquitaine shares for TOTAL
shares, on the basis of the exchange ratio of the offer (nineteen TOTAL shares for thirteen Elf Aquitaine shares).
In order to take into account the
spin-off of S.D.A. (Société de Développement Arkema) by Elf Aquitaine, the spin-off of Arkema by TOTAL S.A. and the four-for-one TOTAL stock split, the Board of Directors of TOTAL S.A., in accordance
with the terms of the share exchange undertaking, approved on March 14, 2006 to adjust the exchange ratio described above (see pages 24 and 25 of the Prospectus for the purpose of
listing Arkema shares on Euronext Paris in connection with the allocation of Arkema shares to TOTAL S.A. shareholders). Following the approval by Elf Aquitaine shareholders meeting on May 10, 2006 of the spin-off of S.D.A. by Elf
Aquitaine, the approval by TOTAL S.A. shareholders meeting on May 12, 2006 of the spin-off of Arkema by TOTAL S.A. and the four-for-one TOTAL stock split, the exchange ratio was adjusted to six TOTAL shares for one Elf Aquitaine share on
May 22, 2006.
This exchange guarantee expired on September 12, 2009, due to the expiry of the Elf Aquitaine share subscription option plan
No. 2 of 1999. Subsequently, no Elf Aquitaine shares are covered by the exchange guarantee.
65
D. |
|
TOTAL PERFORMANCE SHARE GRANTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 Plan |
|
|
2006 Plan |
|
|
2007 Plan |
|
|
2008 Plan |
|
|
2009 Plan |
|
|
2010 Plan |
|
|
2011 Plan |
|
|
Total |
|
Date of the shareholders meeting |
|
|
05/17/2005 |
|
|
|
05/17/2005 |
|
|
|
05/17/2005 |
|
|
|
05/16/2008 |
|
|
|
05/16/2008 |
|
|
|
05/16/2008 |
|
|
|
05/13/2011 |
|
|
|
|
|
Grant date(a) |
|
|
07/19/2005 |
|
|
|
07/18/2006 |
|
|
|
07/17/2007 |
|
|
|
10/09/2008 |
|
|
|
09/15/2009 |
|
|
|
09/14/2010 |
|
|
|
09/14/2011 |
|
|
|
|
|
Final grant date (end of the vesting period) |
|
|
07/20/2007 |
|
|
|
07/19/2008 |
|
|
|
07/18/2009 |
|
|
|
10/10/2010 |
|
|
|
09/16/2011 |
|
|
|
09/15/2012 |
|
|
|
09/15/2013 |
|
|
|
|
|
Transfer possible from |
|
|
07/20/2009 |
|
|
|
07/19/2010 |
|
|
|
07/18/2011 |
|
|
|
10/10/2012 |
|
|
|
09/16/2013 |
|
|
|
09/15/2014 |
|
|
|
09/15/2015 |
|
|
|
|
|
Number of performance shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2009 |
|
|
|
|
|
|
|
|
|
|
2,333,217 |
|
|
|
2,772,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,105,965 |
|
Awarded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,972,018 |
|
|
|
|
|
|
|
|
|
|
|
2,972,018 |
|
Canceled |
|
|
1,928 |
|
|
|
2,922 |
|
|
|
(12,418 |
) |
|
|
(9,672 |
) |
|
|
(5,982 |
) |
|
|
|
|
|
|
|
|
|
|
(23,222 |
) |
Finally granted(b)(c) |
|
|
(1,928 |
) |
|
|
(2,922 |
) |
|
|
(2,320,799 |
) |
|
|
(600 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,326,249 |
) |
Outstanding as of January 1, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,762,476 |
|
|
|
2,966,036 |
|
|
|
|
|
|
|
|
|
|
|
5,728,512 |
|
Awarded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,010,011 |
|
|
|
|
|
|
|
3,010,011 |
|
Canceled(d) |
|
|
1,024 |
|
|
|
3,034 |
|
|
|
552 |
|
|
|
(1,113,462 |
) |
|
|
(9,796 |
) |
|
|
(8,738 |
) |
|
|
|
|
|
|
(1,127,386 |
) |
Finally granted(b)(c) |
|
|
(1,024 |
) |
|
|
(3,034 |
) |
|
|
(552 |
) |
|
|
(1,649,014 |
) |
|
|
(1,904 |
) |
|
|
(636 |
) |
|
|
|
|
|
|
(1,656,164 |
) |
Outstanding as of January 1, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,954,336 |
|
|
|
3,000,637 |
|
|
|
|
|
|
|
5,954,973 |
|
Awarded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,649,770 |
|
|
|
3,649,770 |
|
Canceled |
|
|
800 |
|
|
|
700 |
|
|
|
792 |
|
|
|
356 |
|
|
|
(26,214 |
) |
|
|
(10,750 |
) |
|
|
(19,579 |
) |
|
|
(53,895 |
) |
Finally granted(b)(c)(e) |
|
|
(800 |
) |
|
|
(700 |
) |
|
|
(792 |
) |
|
|
(356 |
) |
|
|
(2,928,122 |
) |
|
|
(1,836 |
) |
|
|
|
|
|
|
(2,932,606 |
) |
Outstanding as of December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,988,051 |
|
|
|
3,630,191 |
|
|
|
6,618,242 |
|
(a) |
The grant date is the date of the Board of Directors meeting that awarded the shares, except for the shares awarded by the Board of Directors at their meeting of
September 9, 2008, and granted on October 9, 2008. |
(b) |
Performance shares finally granted following the death of their beneficiaries. |
(c) |
Including performance shares finally granted for which the entitlement right had been canceled erroneously. |
(d) |
Out of the 1,113,462 canceled rights to the grant share under the 2008 Plan, 1,094,914 entitlement rights were canceled due to the performance condition. The acquisition rate
for the 2008 Plan was 60%. |
(e) |
The acquisition rate for the 2009 Plan was 100%. |
The performance shares, which are bought back by the Company on the market, are finally granted to their
beneficiaries after a 2-year vesting period from the date of the grant. The final grant is subject to a continued employment condition and a performance condition. Moreover, the transfer of the performance shares finally granted will not be
permitted until the end of a 2-year mandatory holding period from the date of the final grant.
2011 Plan
For the 2011 Plan, the Board of Directors decided that, for each senior executive (other than the Chairman and Chief Executive Officer), the shares will be finally
granted subject to a performance condition. This condition is based on the average ROE as published by the Group and calculated based on the Groups consolidated balance sheet and statement of income for fiscal years 2011 and 2012. The
acquisition rate:
|
|
is equal to zero if the average ROE is less than or equal to 7%; |
|
|
varies on a straight-line basis between 0% and 100% if the average ROE is greater than 7% and less than 18%; and
|
|
|
is equal to 100% if the average ROE is greater than or equal to 18%. |
The Board of Directors decided also that, for each for each beneficiary (other than the Chairman and Chief Executive Officer and the senior executives) of more than 100 shares, the shares in excess of this number
will be finally granted subject to the performance condition mentioned before.
In addition, as part of the 2011 plan, the Board of Directors decided
that the number of performance share finally granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:
|
|
For 50% of the share granted, the performance condition states that the number of shares finally granted is based on the average ROE of the Group. The average
ROE is calculated by the Group from the consolidated balance sheet and statement of income of the Group for fiscal years 2011 and 2012. The acquisition rate is equal to zero if the average ROE is less than or equal to 7%; varies on a straight-line
basis between 0% and 100% if the average ROE is more than 7% and less than 18%; and is equal to 100% if the average ROE is more than or equal to 18%. |
|
|
For 50% of the share granted, the performance condition states that the number of shares finally
|
66
|
|
granted is based on the average ROACE of the Group. The average ROACE is calculated by the Group from the consolidated balance sheet and statement of income of the Group for fiscal years 2011 and
2012. The acquisition rate is equal to zero if the average ROACE is less than or equal to 6%; varies on a straight-line basis between 0% and 100% if the average ROACE is more than 6% and less than 15%; and is equal to 100% if the average ROACE is
more than or equal to 15%. |
2010 Plan
For the 2010 Plan, the Board of Directors decided that, for each beneficiary of more than 100 shares, half of the shares in excess of this number will be finally granted subject to a performance condition. This
condition is based on the average ROE calculated by the Group based on TOTALs consolidated balance sheet and statement of income for fiscal years 2010 and 2011. The acquisition rate:
|
|
is equal to zero if the average ROE is less than or equal to 7%; |
|
|
varies on a straight-line basis between 0% and 100% if the average ROE is greater than 7% and less than 18%; and
|
|
|
is equal to 100% if the average ROE is greater than or equal to 18%. |
2009 Plan
For the 2009 Plan, the Board of Directors decided that, for each beneficiary of more than 100
shares, half of the shares in excess of this number will be finally granted subject to a performance condition. This condition states that the number of shares finally granted is based on the average ROE as published by the Group and calculated
based on the Groups consolidated balance sheet and statement of income for fiscal years 2009 and 2010. The acquisition rate:
|
|
is equal to zero if the average ROE is less than or equal to 7%; |
|
|
varies on a straight-line basis between 0% and 100% if the average ROE is greater than 7% and less than 18%; and |
|
|
is equal to 100% if the average ROE is greater than or equal to 18%. |
Due to the application of the performance condition, the acquisition rate was 100% for the 2009 Plan.
E. |
|
GLOBAL FREE TOTAL SHARE PLAN |
The
Board of Directors approved at its meeting on May 21, 2010 the implementation and conditions of a global free share plan intended for the Group employees. On June 30, 2010, entitlement rights to 25 free shares were granted to every
employee. The final grant is subject to a continued employment condition during the plans vesting period. The shares are not subject to any performance condition. Following the vesting period, the shares awarded will be new shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Plan (2+2) |
|
|
2010 Plan (4+0) |
|
|
Total |
|
Date of the shareholders meeting |
|
|
05/16/2008 |
|
|
|
05/16/2008 |
|
|
|
|
|
Date of the award(a) |
|
|
06/30/2010 |
|
|
|
06/30/2010 |
|
|
|
|
|
Date of the final award |
|
|
07/01/2012 |
|
|
|
07/01/2014 |
|
|
|
|
|
Transfer authorized as from |
|
|
07/01/2014 |
|
|
|
07/01/2014 |
|
|
|
|
|
Number of free shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
Notified |
|
|
1,508,850 |
|
|
|
1,070,650 |
|
|
|
2,579,500 |
|
Cancelled |
|
|
(125 |
) |
|
|
(75 |
) |
|
|
(200 |
) |
Finally granted(b) |
|
|
(75 |
) |
|
|
|
|
|
|
(75 |
) |
Outstanding as of January 1, 2011 |
|
|
1,508,650 |
|
|
|
1,070,575 |
|
|
|
2,579,225 |
|
Notified |
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled |
|
|
(29,175 |
) |
|
|
(54,625 |
) |
|
|
(83,800 |
) |
Finally granted(b) |
|
|
(475 |
) |
|
|
(425 |
) |
|
|
(900 |
) |
Outstanding as of December 31, 2011 |
|
|
1,479,000 |
|
|
|
1,015,525 |
|
|
|
2,494,525 |
|
(a) |
The June 30, 2010, grant was decided by the Board of Directors on May 21, 2010. |
(b) |
Final grant following the death or disability of the beneficiary of the shares. |
67
SunPower has three
stock incentive plans: the 1996 Stock Plan (1996 Plan), the Second Amended and Restated 2005 SunPower Corporation Stock Incentive Plan (2005 Plan) and the PowerLight Corporation Common Stock Option and Common Stock Purchase
Plan (PowerLight Plan). The PowerLight Plan was assumed by SunPower by way of the acquisition of PowerLight in fiscal 2007. Under the terms of all three plans, SunPower may issue incentive or non-statutory stock options or
stock purchase rights to directors, employees and consultants to purchase common stock. The 2005 Plan was adopted by SunPowers Board of Directors in August 2005, and was approved by shareholders in November 2005. The 2005 Plan replaced the
1996 Plan and allows not only for the grant of options, but also for the grant of stock appreciation rights, restricted stock grants, restricted stock units and other equity rights. The 2005 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 PowerLight Plan was adopted by PowerLights Board of Directors in October 2000.
In May 2008, SunPowers stockholders approved an automatic annual increase available for grant under the 2005 Plan, beginning in fiscal 2009. The automatic
annual increase is equal to the lower of three percent of the outstanding shares of all classes of SunPowers common stock measured on the last day of the immediately preceding fiscal quarter, 6.0 million shares, or such other
number of shares as determined by SunPowers Board of Directors. As of January 1, 2012, approximately 3.3 million shares were available for grant under the 2005 Plan. No new
awards are being granted under the 1996 Plan or the PowerLight Plan.
Incentive stock options may be granted at no less than the fair value of the
common stock on the date of grant. Non-statutory stock options and stock purchase rights may be granted at no less than 85% of the fair value of the common stock at the date of grant. The options and rights become exercisable when and as determined
by SunPowers Board of Directors, although these terms generally do not exceed ten years for stock options. Under the 1996 and 2005 Plans, the options typically vest over five years with a one-year cliff and monthly vesting thereafter. Under
the PowerLight Plan, the options typically vest over five years with yearly cliff vesting. Under the 2005 Plan, the restricted stock grants and restricted stock units typically vest in three equal installments annually over three years.
The majority of shares issued are net of the minimum statutory withholding requirements that SunPower pays on behalf of its employees. During the six
months ended January 1, 2012 SunPower withheld 221,262 shares 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.
The following table summarizes SunPowers
stock option activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
Stock Options |
|
|
|
Shares (in thousands) |
|
|
Weighted-Average Exercise Price Per Share (in dollars) |
|
|
Weighted-Average Remaining Contractual Term (in years) |
|
|
Aggregate Intrinsic Value (in thousands dollars) |
|
Outstanding as of July 3, 2011 |
|
|
519 |
|
|
|
25.39 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(29 |
) |
|
|
3.93 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(6 |
) |
|
|
31.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2012 |
|
|
484 |
|
|
|
26.62 |
|
|
|
4.71 |
|
|
|
480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of January 1, 2012 |
|
|
441 |
|
|
|
24.52 |
|
|
|
4.53 |
|
|
|
480 |
|
Expected to vest after January 1, 2012 |
|
|
40 |
|
|
|
48.08 |
|
|
|
6.64 |
|
|
|
|
|
The intrinsic value of options exercised in the six months ended January 1, 2012 was $0.3 million. There
were no stock options granted in the six months ended January 1, 2012.
The aggregate intrinsic value in the preceding table represents the total
pre-tax intrinsic value, based on
SunPowers closing stock price of $6.23 at December 30, 2011, which would have been received by the option holders had all option holders exercised their options as of that date. The
total number of in-the-money options exercisable was 0.1 million shares as of January 1, 2012.
68
The following table summarizes SunPowers non-vested stock options and restricted stock activities thereafter:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Options |
|
|
Restricted
Stock Awards and Units |
|
|
|
Shares (in thousands) |
|
|
Weighted-Average Exercise Price Per Share (in dollars) |
|
|
Shares (in thousands) |
|
|
Weighted-Average Grant Date Fair Value Per Share (in dollars)(1) |
|
Outstanding as of July 3, 2011 |
|
|
67 |
|
|
|
41.34 |
|
|
|
7,198 |
|
|
|
16.03 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
2,336 |
|
|
|
6.91 |
|
Vested(2) |
|
|
(19 |
) |
|
|
28.73 |
|
|
|
(691 |
) |
|
|
18.96 |
|
Forfeited |
|
|
(5 |
) |
|
|
31.29 |
|
|
|
(1,473 |
) |
|
|
14.10 |
|
Outstanding as of December 31, 2011 |
|
|
43 |
|
|
|
48.33 |
|
|
|
7,370 |
|
|
|
13.25 |
|
(1) |
The Company estimates the fair value of the restricted stock unit awards as the stock price on the grant date. |
(2) |
Restricted stock awards and units vested include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.
|
G. |
|
SHARE-BASED PAYMENT EXPENSE |
Share-based payment expense before tax for the year 2011 amounts to 178 million and is broken down as follows:
|
|
27 million for TOTAL share subscription
plans; |
|
|
134 million for TOTAL restricted shares
plans; and |
|
|
17 million for SunPower plans.
|
Share-based payment expense before tax for the year 2010 amounted to 140 million and was broken down as follows:
|
|
31 million for TOTAL share subscription
plans; and |
|
|
109 million for TOTAL restricted shares
plans. |
Share-based payment expense before tax for the year 2009 amounted to
106 million and was broken down as follows:
|
|
38 million for TOTAL share subscription
plans; and |
|
|
68 million for TOTAL restricted shares
plans. |
The fair value of the options granted in 2011, 2010 and 2009 has been measured according to the Black-Scholes method and based
on the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Risk free interest rate (%)(a) |
|
|
2.0 |
|
|
|
2.1 |
|
|
|
2.9 |
|
Expected dividends (%)(b) |
|
|
5.6 |
|
|
|
5.9 |
|
|
|
4.8 |
|
Expected volatility (%)(c) |
|
|
27.5 |
|
|
|
25.0 |
|
|
|
31.0 |
|
Vesting period (years) |
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Exercice period (years) |
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
Fair value of the granted
options ( per option) |
|
|
4.4 |
|
|
|
5.8 |
|
|
|
8.4 |
|
(a) |
Zero coupon Euro swap rate at 6 years. |
(b) |
The expected dividends are based on the price of TOTAL share derivatives traded on the markets. |
(c) |
The expected volatility is based on the implied volatility of TOTAL share options and of share indices options traded on the markets. |
At the shareholders meeting held on May 21, 2010, the shareholders delegated to the Board of Directors the authority to increase the share capital of the
Company in
one or more transactions and within a maximum period of 26 months from the date of the meeting, by an amount not exceeding 1.5% of the share capital outstanding on the date of the meeting of the
Board of Directors at which a decision to proceed with an issuance is made reserving subscriptions for such issuance to the Group employees participating in a company savings plan. It is being specified that the amount of any such capital increase
reserved for Group employees was counted against the aggregate maximum nominal amount of share capital increases authorized by the shareholders meeting held on May 21, 2010 for issuing new ordinary shares or other securities granting
immediate or future access to the Companys share capital with preferential subscription rights (2.5 billion in nominal value).
Pursuant to this delegation of authorization, the Board of Directors, during its October 28, 2010 meeting, implemented a capital increase reserved
for employees within the limit of 12 million shares, with dividend rights as of the January 1, 2010 and delegated all power to the Chairman and Chief Executive Officer to determine the opening and closing of subscription period and the
subscription price.
On March 14, 2011, the Chairman and Chief Executive Officer decided that the subscription period would be set from
March 16, 2011 to April 1, 2011 and acknowledged that the subscription price per ordinary share would be set at 34.80. During
this capital increase, 8,902,717 TOTAL shares were subscribed and created on April 28, 2011.
The cost of capital increases reserved for employees
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. The valuation method of non-transferability of the shares is based on a strategy cost in two steps
consisting, first, in a five years forward sale of the non-transferable shares, and second, in purchasing the same number of shares in cash with a loan financing reimbursable in fine. During the year 2011, the main
69
assumptions used for the valuation of the cost of capital increase reserved for employees were the following:
|
|
|
|
|
For the year ended December 31, |
|
2011 |
|
Date of the Board of Directors meeting that decided the issue |
|
|
October 28, 2010 |
|
Subscription price
() |
|
|
34.80 |
|
Share price at the reference date
()(a) |
|
|
41.60 |
|
Number of shares (in millions) |
|
|
8.90 |
|
Risk free interest rate (%)(b) |
|
|
2.82 |
|
Employees loan financing rate (%)(c) |
|
|
7.23 |
|
Non transferability cost (% of the references share price) |
|
|
17.6 |
|
(a) |
Share price at the date which the Chairman and Chief Executive Officer decided the subscription period. |
(b) |
Zero coupon Euro swap rate at 5 years. |
(c) |
The employees loan financing rate is based on a 5-year consumers credit rate. |
Due to the fact that the non-transferability cost is higher than the discount, no cost has been accounted to the fiscal year 2011.
26) PAYROLL AND STAFF
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Personnel expenses
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
Wages and salaries (including social charges) |
|
|
6,579 |
|
|
|
6,246 |
|
|
|
6,177 |
|
Group employees |
|
|
|
|
|
|
|
|
|
|
|
|
France |
|
|
|
|
|
|
|
|
|
|
|
|
Management |
|
|
11,123 |
|
|
|
10,852 |
|
|
|
10,906 |
|
Other |
|
|
23,914 |
|
|
|
24,317 |
|
|
|
25,501 |
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
Management |
|
|
15,713 |
|
|
|
15,146 |
|
|
|
15,243 |
|
Other |
|
|
45,354 |
|
|
|
42,540 |
|
|
|
44,737 |
|
Total |
|
|
96,104 |
|
|
|
92,855 |
|
|
|
96,387 |
|
The number of employees includes only employees of fully consolidated subsidiaries.
The increase in the number of employees between December 31, 2011 and December 31, 2010 is mainly explained by the acquisition of SunPower, partially
compensated by the sale of the photocure and coatings resins businesses (see Note 3 to the Consolidated Financial Statements).
27) STATEMENT OF CASH FLOWS
A) |
|
CASH FLOW FROM OPERATING ACTIVITIES |
The following table gives additional information on cash paid or received in the cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Interests paid |
|
|
(679 |
) |
|
|
(470 |
) |
|
|
(678 |
) |
Interests received |
|
|
277 |
|
|
|
132 |
|
|
|
148 |
|
Income tax paid(a) |
|
|
(12,061 |
) |
|
|
(8,848 |
) |
|
|
(7,027 |
) |
Dividends received |
|
|
2,133 |
|
|
|
1,722 |
|
|
|
1,456 |
|
(a) |
These amounts include taxes paid in kind under production-sharing contracts in the exploration-production. |
Changes in working capital are detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Inventories |
|
|
(1,845 |
) |
|
|
(1,896 |
) |
|
|
(4,217 |
) |
Accounts receivable |
|
|
(1,287 |
) |
|
|
(2,712 |
) |
|
|
(344 |
) |
Other current assets |
|
|
(2,409 |
) |
|
|
911 |
|
|
|
1,505 |
|
Accounts payable |
|
|
2,646 |
|
|
|
2,482 |
|
|
|
571 |
|
Other creditors and accrued liabilities |
|
|
1,156 |
|
|
|
719 |
|
|
|
(831 |
) |
Net amount |
|
|
(1,739 |
) |
|
|
(496 |
) |
|
|
(3,316 |
) |
B) |
|
Cash flow used in financing activities |
Changes in non-current financial debt are detailed in the following table under a net value due to the high number of multiple drawings:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Issuance of non-current debt |
|
|
4,234 |
|
|
|
3,995 |
|
|
|
6,309 |
|
Repayment of non-current debt |
|
|
(165 |
) |
|
|
(206 |
) |
|
|
(787 |
) |
Net amount |
|
|
4,069 |
|
|
|
3,789 |
|
|
|
5,522 |
|
C) |
|
Cash and cash equivalents |
Cash and
cash equivalents are detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Cash |
|
|
4,715 |
|
|
|
4,679 |
|
|
|
2,448 |
|
Cash equivalents |
|
|
9,310 |
|
|
|
9,810 |
|
|
|
9,214 |
|
Total |
|
|
14,025 |
|
|
|
14,489 |
|
|
|
11,662 |
|
Cash equivalents are mainly composed of deposits less than three months deposited in government institutions or deposit banks
selected in accordance with strict criteria.
70
28) FINANCIAL ASSETS AND LIABILITIES ANALYSIS PER INSTRUMENTS CLASS AND STRATEGY
The financial assets and liabilities disclosed in the balance sheet are detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
instruments related to financing and trading activities |
|
|
Other financial
instruments |
|
|
Total
|
|
|
Fair
value |
|
|
|
Amortized cost |
|
|
Fair value |
|
|
|
|
|
|
|
|
|
|
As of
December 31, 2011 (M) 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 |
|
|
2,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,246 |
|
|
|
2,246 |
|
Other investments |
|
|
|
|
|
|
3,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,674 |
|
|
|
3,674 |
|
Hedging instruments of non-current financial debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,971 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
1,976 |
|
|
|
1,976 |
|
Other non-current assets |
|
|
2,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,055 |
|
|
|
2,055 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,049 |
|
|
|
20,049 |
|
|
|
20,049 |
|
Other operating receivables |
|
|
|
|
|
|
|
|
|
|
1,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,393 |
|
|
|
7,467 |
|
|
|
7,467 |
|
Current financial assets |
|
|
146 |
|
|
|
|
|
|
|
159 |
|
|
|
|
|
|
|
383 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
700 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,025 |
|
|
|
14,025 |
|
|
|
14,025 |
|
Total financial assets |
|
|
4,447 |
|
|
|
3,674 |
|
|
|
1,233 |
|
|
|
|
|
|
|
2,354 |
|
|
|
17 |
|
|
|
|
|
|
|
40,467 |
|
|
|
52,192 |
|
|
|
52,192 |
|
Total non-financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,857 |
|
|
|
|
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164,049 |
|
|
|
|
|
Non-current financial debt |
|
|
(4,858 |
) |
|
|
|
|
|
|
|
|
|
|
(17,551 |
) |
|
|
(97 |
) |
|
|
(49 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
(22,557 |
) |
|
|
(23,247 |
) |
Accounts payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,086 |
) |
|
|
(22,086 |
) |
|
|
(22,086 |
) |
Other operating liabilities |
|
|
|
|
|
|
|
|
|
|
(606 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,835 |
) |
|
|
(5,441 |
) |
|
|
(5,441 |
) |
Current borrowings |
|
|
(6,158 |
) |
|
|
|
|
|
|
|
|
|
|
(3,517 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,675 |
) |
|
|
(9,675 |
) |
Other current financial liabilities |
|
|
|
|
|
|
|
|
|
|
(87 |
) |
|
|
|
|
|
|
(40 |
) |
|
|
(14 |
) |
|
|
(26 |
) |
|
|
|
|
|
|
(167 |
) |
|
|
(167 |
) |
Total financial liabilities |
|
|
(11,016 |
) |
|
|
|
|
|
|
(693 |
) |
|
|
(21,068 |
) |
|
|
(137 |
) |
|
|
(63 |
) |
|
|
(26 |
) |
|
|
(26,923 |
) |
|
|
(59,926 |
) |
|
|
(60,616 |
) |
Total non-financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(104,123 |
) |
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(164,049 |
) |
|
|
|
|
(a) |
Financial assets available for sale are measured at their fair value except for unlisted securities (see Note 1 paragraph M(ii) and Note 13 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 1 paragraph M(iii) to the Consolidated Financial
Statements). |
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments related to financing and trading activities |
|
|
Other financial instruments |
|
|
Total |
|
|
Fair value |
|
|
|
Amortized cost |
|
|
|
|
|
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2010 (M) 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 |
|
|
2,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,383 |
|
|
|
2,383 |
|
Other investments |
|
|
|
|
|
|
4,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,590 |
|
|
|
4,590 |
|
Hedging instruments of non-current financial debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,814 |
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
1,870 |
|
|
|
1,870 |
|
Other non-current assets |
|
|
1,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,596 |
|
|
|
1,596 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,159 |
|
|
|
18,159 |
|
|
|
18,159 |
|
Other operating receivables |
|
|
|
|
|
|
|
|
|
|
499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,908 |
|
|
|
4,407 |
|
|
|
4,407 |
|
Current financial assets |
|
|
869 |
|
|
|
|
|
|
|
38 |
|
|
|
|
|
|
|
292 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
1,205 |
|
|
|
1,205 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,489 |
|
|
|
14,489 |
|
|
|
14,489 |
|
Total financial assets |
|
|
4,848 |
|
|
|
4,590 |
|
|
|
537 |
|
|
|
|
|
|
|
2,106 |
|
|
|
56 |
|
|
|
6 |
|
|
|
36,556 |
|
|
|
48,699 |
|
|
|
48,699 |
|
Total non-financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,019 |
|
|
|
|
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143,718 |
|
|
|
|
|
Non-current financial debt |
|
|
(3,186 |
) |
|
|
|
|
|
|
|
|
|
|
(17,419 |
) |
|
|
(178 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,783 |
) |
|
|
(21,172 |
) |
Accounts payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,450 |
) |
|
|
(18,450 |
) |
|
|
(18,450 |
) |
Other operating liabilities |
|
|
|
|
|
|
|
|
|
|
(559 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,015 |
) |
|
|
(3,574 |
) |
|
|
(3,574 |
) |
Current borrowings |
|
|
(5,916 |
) |
|
|
|
|
|
|
|
|
|
|
(3,737 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,653 |
) |
|
|
(9,653 |
) |
Other current financial liabilities |
|
|
|
|
|
|
|
|
|
|
(147 |
) |
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(159 |
) |
|
|
(159 |
) |
Total financial liabilities |
|
|
(9,102 |
) |
|
|
|
|
|
|
(706 |
) |
|
|
(21,156 |
) |
|
|
(190 |
) |
|
|
|
|
|
|
|
|
|
|
(21,465 |
) |
|
|
(52,619 |
) |
|
|
(53,008 |
) |
Total non-financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(91,099 |
) |
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(143,718 |
) |
|
|
|
|
(a) |
Financial assets available for sale are measured at their fair value except for unlisted securities (see Note 1 paragraph M(ii) and Note 13 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 1 paragraph M(iii) to the Consolidated Financial
Statements). |
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments related to financing and trading activities |
|
|
Other financial instruments |
|
|
Total |
|
|
Fair value |
|
|
|
Amortized cost |
|
|
|
|
|
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2009 (M) 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 |
|
|
2,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,367 |
|
|
|
2,367 |
|
Other investments |
|
|
|
|
|
|
1,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,162 |
|
|
|
1,162 |
|
Hedging instruments of non-current financial debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
889 |
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
1,025 |
|
|
|
1,025 |
|
Other non-current assets |
|
|
1,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,284 |
|
|
|
1,284 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,719 |
|
|
|
15,719 |
|
|
|
15,719 |
|
Other operating receivables |
|
|
|
|
|
|
|
|
|
|
1,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,116 |
|
|
|
5,145 |
|
|
|
5,145 |
|
Current financial assets |
|
|
55 |
|
|
|
|
|
|
|
53 |
|
|
|
|
|
|
|
197 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
311 |
|
|
|
311 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,662 |
|
|
|
11,662 |
|
|
|
11,662 |
|
Total financial assets |
|
|
3,706 |
|
|
|
1,162 |
|
|
|
1,082 |
|
|
|
|
|
|
|
1,086 |
|
|
|
136 |
|
|
|
6 |
|
|
|
31,497 |
|
|
|
38,675 |
|
|
|
38,675 |
|
Total non-financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,078 |
|
|
|
|
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,753 |
|
|
|
|
|
Non-current financial debt |
|
|
(2,089 |
) |
|
|
|
|
|
|
|
|
|
|
(17,107 |
) |
|
|
(241 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,437 |
) |
|
|
(19,905 |
) |
Accounts payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,383 |
) |
|
|
(15,383 |
) |
|
|
(15,383 |
) |
Other operating liabilities |
|
|
|
|
|
|
|
|
|
|
(923 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,783 |
) |
|
|
(4,706 |
) |
|
|
(4,706 |
) |
Current borrowings |
|
|
(4,849 |
) |
|
|
|
|
|
|
|
|
|
|
(2,145 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,994 |
) |
|
|
(6,994 |
) |
Other current financial liabilities |
|
|
|
|
|
|
|
|
|
|
(25 |
) |
|
|
|
|
|
|
(97 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(123 |
) |
|
|
(123 |
) |
Total financial liabilities |
|
|
(6,938 |
) |
|
|
|
|
|
|
(948 |
) |
|
|
(19,252 |
) |
|
|
(338 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
(19,166 |
) |
|
|
(46,643 |
) |
|
|
(47,111 |
) |
Total non-financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(81,110 |
) |
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(127,753 |
) |
|
|
|
|
(a) |
Financial assets available for sale are measured at their fair value except for unlisted securities (see Note 1 paragraph M(ii) and Note 13 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 1 paragraph M(iii) to the Consolidated Financial
Statements). |
73
29) FAIR VALUE OF FINANCIAL INSTRUMENTS (EXCLUDING COMMODITY
CONTRACTS)
A) |
|
IMPACT ON THE STATEMENT OF INCOME PER NATURE OF FINANCIAL INSTRUMENTS |
Operating assets and liabilities
The impact on the statement of income is detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Assets available for sale (investments): |
|
|
|
|
|
|
|
|
|
|
|
|
dividend income on non-consolidated subsidiaries |
|
|
330 |
|
|
|
255 |
|
|
|
210 |
|
gains (losses) on disposal of assets |
|
|
103 |
|
|
|
60 |
|
|
|
6 |
|
other |
|
|
(29 |
) |
|
|
(17 |
) |
|
|
(18 |
) |
Loans and receivables |
|
|
(34 |
) |
|
|
90 |
|
|
|
41 |
|
Impact on net operating income |
|
|
370 |
|
|
|
388 |
|
|
|
239 |
|
The impact in the statement of income mainly includes:
|
|
Dividends and gains or losses on disposal of other investments classified as Other investments; |
|
|
Financial gains and depreciation on loans related to equity affiliates, non-consolidated companies and on receivables reported in Loans and
receivables. |
Assets and liabilities from financing activities
The impact on the statement of income of financing assets and liabilities is detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Loans and receivables |
|
|
271 |
|
|
|
133 |
|
|
|
158 |
|
Financing liabilities and associated hedging instruments |
|
|
(730 |
) |
|
|
(469 |
) |
|
|
(563 |
) |
Fair value hedge (ineffective portion) |
|
|
17 |
|
|
|
4 |
|
|
|
33 |
|
Assets and liabilities held for trading |
|
|
2 |
|
|
|
(2 |
) |
|
|
(26 |
) |
Impact on the cost of net debt |
|
|
(440 |
) |
|
|
(334 |
) |
|
|
(398 |
) |
The impact on the statement of income 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; |
|
|
Ineffective portion of bond hedging; and |
|
|
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.
B) |
|
IMPACT OF THE HEDGING STRATEGIES |
Fair value hedge
The impact on the statement of income of
the bond hedging instruments which is recorded in the item Financial interest on debt in the Consolidated Statement of Income is detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31, (M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Revaluation at market value of bonds |
|
|
(301 |
) |
|
|
(1,164 |
) |
|
|
(183 |
) |
Swap hedging of bonds |
|
|
318 |
|
|
|
1,168 |
|
|
|
216 |
|
Ineffective portion of the fair value hedge |
|
|
17 |
|
|
|
4 |
|
|
|
33 |
|
The ineffective portion is not representative of the Groups performance considering the Groups objective to hold swaps
to maturity. The current portion of the swaps valuation is not subject to active management.
74
Net investment hedge
These instruments are recorded directly in shareholders equity under Currency translation adjustments. The variations of the period are detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
As of January 1, |
|
|
Variations |
|
|
Disposals |
|
|
As of December 31, |
|
2011 |
|
|
(243 |
) |
|
|
139 |
|
|
|
|
|
|
|
(104 |
) |
2010 |
|
|
25 |
|
|
|
(268 |
) |
|
|
|
|
|
|
(243 |
) |
2009 |
|
|
124 |
|
|
|
(99 |
) |
|
|
|
|
|
|
25 |
|
As of December 31, 2011, the fair value of the open instruments amounts to
(26) million compared to
6 million in 2010 and
5 million in 2009.
Cash flow
hedge
The impact on the statement of income and on equity of the hedging instruments qualified as cash flow hedges is detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Profit (Loss) recorded in equity during the period |
|
|
(84 |
) |
|
|
(80 |
) |
|
|
128 |
|
Recycled amount from equity to the income statement during the period |
|
|
(47 |
) |
|
|
(115 |
) |
|
|
221 |
|
As of December 31, 2011, 2010 and 2009, the ineffective portion of these financial instruments is equal to zero.
75
C) |
|
MATURITY OF DERIVATIVE INSTRUMENTS |
The maturity of the notional amounts of derivative instruments, excluding the commodity contracts, is detailed in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011 (M) Assets / (Liabilities) |
|
Fair value |
|
|
Notional
value(a) |
|
|
|
Total |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 |
|
|
2016 |
|
|
2017 and after |
|
Fair value hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (liabilities) |
|
|
(97 |
) |
|
|
1,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (assets) |
|
|
1,971 |
|
|
|
15,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (assets and liabilities) |
|
|
1,874 |
|
|
|
17,131 |
|
|
|
|
|
|
|
4,204 |
|
|
|
4,215 |
|
|
|
3,380 |
|
|
|
1,661 |
|
|
|
3,671 |
|
Swaps hedging fixed-rates bonds (current portion) (liabilities) |
|
|
(40 |
) |
|
|
642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (current portion) (assets) |
|
|
383 |
|
|
|
2,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) |
|
|
343 |
|
|
|
2,991 |
|
|
|
2,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (liabilities) |
|
|
(49 |
) |
|
|
967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (assets) |
|
|
5 |
|
|
|
749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (assets and liabilities) |
|
|
(44 |
) |
|
|
1,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,716 |
|
Swaps hedging fixed-rates bonds (current portion) (liabilities) |
|
|
(14 |
) |
|
|
582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (current portion) (assets) |
|
|
12 |
|
|
|
908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) |
|
|
(2 |
) |
|
|
1,490 |
|
|
|
1,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (liabilities) |
|
|
(26 |
) |
|
|
881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging net investments |
|
|
(26 |
) |
|
|
881 |
|
|
|
881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held for trading |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest rate swaps (assets) |
|
|
1 |
|
|
|
3,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest rate swaps (liabilities) |
|
|
(2 |
) |
|
|
14,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other interest rate swaps (assets and liabilities) |
|
|
(1 |
) |
|
|
18,284 |
|
|
|
18,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (assets) |
|
|
158 |
|
|
|
6,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (liabilities) |
|
|
(85 |
) |
|
|
4,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total currency swaps and forward exchange contracts (assets and
liabilities) |
|
|
73 |
|
|
|
11,437 |
|
|
|
11,176 |
|
|
|
80 |
|
|
|
58 |
|
|
|
36 |
|
|
|
31 |
|
|
|
56 |
|
(a) |
These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss. |
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010 (M) Assets / (Liabilities) |
|
|
|
|
Notional value(a) |
|
|
Fair value |
|
|
Total |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 |
|
|
2016 and after |
|
Fair value hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (liabilities) |
|
|
(178 |
) |
|
|
2,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (assets) |
|
|
1,814 |
|
|
|
13,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (assets and liabilities) |
|
|
1,636 |
|
|
|
16,183 |
|
|
|
|
|
|
|
2,967 |
|
|
|
3,461 |
|
|
|
2,421 |
|
|
|
3,328 |
|
|
|
4,006 |
|
Swaps hedging fixed-rates bonds (current portion) (liabilities) |
|
|
(12 |
) |
|
|
592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (current portion) (assets) |
|
|
292 |
|
|
|
2,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) |
|
|
280 |
|
|
|
3,407 |
|
|
|
3,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (assets) |
|
|
56 |
|
|
|
1,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (assets and liabilities) |
|
|
56 |
|
|
|
1,957 |
|
|
|
|
|
|
|
295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,662 |
|
Swaps hedging fixed-rates bonds (current portion) (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (current portion) (assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (assets) |
|
|
6 |
|
|
|
381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging net investments |
|
|
6 |
|
|
|
381 |
|
|
|
381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held for trading |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest rate swaps (assets) |
|
|
1 |
|
|
|
6,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest rate swaps (liabilities) |
|
|
(3 |
) |
|
|
11,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other interest rate swaps (assets and liabilities) |
|
|
(2 |
) |
|
|
17,858 |
|
|
|
17,667 |
|
|
|
189 |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
Currency swaps and forward exchange contracts (assets) |
|
|
37 |
|
|
|
1,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (liabilities) |
|
|
(144 |
) |
|
|
6,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total currency swaps and forward exchange contracts (assets and
liabilities) |
|
|
(107 |
) |
|
|
8,289 |
|
|
|
8,102 |
|
|
|
|
|
|
|
25 |
|
|
|
49 |
|
|
|
31 |
|
|
|
82 |
|
(a) |
These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss. |
77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009 (M) Assets / (Liabilities) |
|
|
|
|
Notional value(a) |
|
|
Fair value |
|
|
Total |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 and after |
|
Fair value hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (liabilities) |
|
|
(241 |
) |
|
|
4,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (assets) |
|
|
889 |
|
|
|
11,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (assets and liabilities) |
|
|
648 |
|
|
|
15,691 |
|
|
|
|
|
|
|
3,345 |
|
|
|
2,914 |
|
|
|
3,450 |
|
|
|
1,884 |
|
|
|
4,098 |
|
Swaps hedging fixed-rates bonds (current portion) (liabilities) |
|
|
(97 |
) |
|
|
912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (current portion) (assets) |
|
|
197 |
|
|
|
1,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) |
|
|
100 |
|
|
|
1,996 |
|
|
|
1,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (assets) |
|
|
136 |
|
|
|
1,837 |
|
|
|
|
|
|
|
|
|
|
|
295 |
|
|
|
|
|
|
|
|
|
|
|
1,542 |
|
Total swaps hedging fixed-rates bonds (assets and liabilities) |
|
|
136 |
|
|
|
1,837 |
|
|
|
|
|
|
|
|
|
|
|
295 |
|
|
|
|
|
|
|
|
|
|
|
1,542 |
|
Swaps hedging fixed-rates bonds (current portion) (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (current portion) (assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (assets) |
|
|
6 |
|
|
|
701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (liabilities) |
|
|
(1 |
) |
|
|
224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swaps hedging net investments |
|
|
5 |
|
|
|
925 |
|
|
|
925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held for trading |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest rate swaps (assets) |
|
|
|
|
|
|
1,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest rate swaps (liabilities) |
|
|
(1 |
) |
|
|
10,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other interest rate swaps (assets and liabilities) |
|
|
(1 |
) |
|
|
12,324 |
|
|
|
12,208 |
|
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Currency swaps and forward exchange contracts (assets) |
|
|
53 |
|
|
|
4,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps and forward exchange contracts (liabilities) |
|
|
(24 |
) |
|
|
3,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total currency swaps and forward exchange contracts (assets and
liabilities) |
|
|
29 |
|
|
|
7,473 |
|
|
|
7,224 |
|
|
|
|
|
|
|
52 |
|
|
|
50 |
|
|
|
47 |
|
|
|
100 |
|
(a) |
These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss. |
The fair value
hierarchy for financial instruments excluding commodity contracts is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(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) |
|
|
Total |
|
Fair value hedge instruments |
|
|
|
|
|
|
2,217 |
|
|
|
|
|
|
|
2,217 |
|
Cash flow hedge instruments |
|
|
|
|
|
|
(46 |
) |
|
|
|
|
|
|
(46 |
) |
Net investment hedge instruments |
|
|
|
|
|
|
(26 |
) |
|
|
|
|
|
|
(26 |
) |
Assets and liabilities held for trading |
|
|
|
|
|
|
72 |
|
|
|
|
|
|
|
72 |
|
Assets available for sale |
|
|
2,575 |
|
|
|
|
|
|
|
|
|
|
|
2,575 |
|
Total |
|
|
2,575 |
|
|
|
2,217 |
|
|
|
|
|
|
|
4,792 |
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
(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) |
|
|
Total |
|
Fair value hedge instruments |
|
|
|
|
|
|
1,916 |
|
|
|
|
|
|
|
1,916 |
|
Cash flow hedge instruments |
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
56 |
|
Net investment hedge instruments |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
Assets and liabilities held for trading |
|
|
|
|
|
|
(109 |
) |
|
|
|
|
|
|
(109 |
) |
Assets available for sale |
|
|
3,631 |
|
|
|
|
|
|
|
|
|
|
|
3,631 |
|
Total |
|
|
3,631 |
|
|
|
1,869 |
|
|
|
|
|
|
|
5,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
(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) |
|
|
Total |
|
Fair value hedge instruments |
|
|
|
|
|
|
748 |
|
|
|
|
|
|
|
748 |
|
Cash flow hedge instruments |
|
|
|
|
|
|
136 |
|
|
|
|
|
|
|
136 |
|
Net investment hedge instruments |
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
5 |
|
Assets and liabilities held for trading |
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
28 |
|
Assets available for sale |
|
|
232 |
|
|
|
|
|
|
|
|
|
|
|
232 |
|
Total |
|
|
232 |
|
|
|
917 |
|
|
|
|
|
|
|
1,149 |
|
The description of each fair value level is presented in Note 1 paragraph M(v) to the Consolidated Financial Statements.
30) FINANCIAL INSTRUMENTS RELATED TO COMMODITY CONTRACTS
Financial instruments related to oil, gas and power activities as well as related currency derivatives are recorded at fair value under Other current assets or Other creditors and accrued
liabilities depending on whether they are assets or liabilities.
|
|
|
|
|
|
|
|
|
As of December 31,
2011 (M) |
|
|
|
|
|
|
Assets / (Liabilities) |
|
Carrying amount |
|
|
Fair value(b) |
|
Crude oil, petroleum products and freight rates activities |
|
|
|
|
|
|
|
|
Petroleum products and crude oil swaps |
|
|
3 |
|
|
|
3 |
|
Freight rate swaps |
|
|
|
|
|
|
|
|
Forwards(a) |
|
|
(16 |
) |
|
|
(16 |
) |
Options |
|
|
(4 |
) |
|
|
(4 |
) |
Futures |
|
|
(14 |
) |
|
|
(14 |
) |
Options on futures |
|
|
(6 |
) |
|
|
(6 |
) |
Total crude oil, petroleum products and freight rates |
|
|
(37 |
) |
|
|
(37 |
) |
Gas & Power activities |
|
|
|
|
|
|
|
|
Swaps |
|
|
57 |
|
|
|
57 |
|
Forwards(a) |
|
|
452 |
|
|
|
452 |
|
Options |
|
|
(3 |
) |
|
|
(3 |
) |
Futures |
|
|
|
|
|
|
|
|
Total Gas & Power |
|
|
506 |
|
|
|
506 |
|
Total |
|
|
469 |
|
|
|
469 |
|
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. |
79
|
|
|
|
|
|
|
|
|
As of December 31, 2010 (M)
Assets /
(Liabilities) |
|
Carrying amount |
|
|
Fair value(b) |
|
Crude oil, petroleum products and freight rates activities |
|
|
|
|
|
|
|
|
Petroleum products and crude oil swaps |
|
|
(2 |
) |
|
|
(2 |
) |
Freight rate swaps |
|
|
|
|
|
|
|
|
Forwards(a) |
|
|
5 |
|
|
|
5 |
|
Options |
|
|
51 |
|
|
|
51 |
|
Futures |
|
|
(12 |
) |
|
|
(12 |
) |
Options on futures |
|
|
(4 |
) |
|
|
(4 |
) |
Total crude oil, petroleum products and freight rates |
|
|
38 |
|
|
|
38 |
|
Gas & Power activities |
|
|
|
|
|
|
|
|
Swaps |
|
|
(1 |
) |
|
|
(1 |
) |
Forwards(a) |
|
|
(102 |
) |
|
|
(102 |
) |
Options |
|
|
5 |
|
|
|
5 |
|
Futures |
|
|
|
|
|
|
|
|
Total Gas & Power |
|
|
(98 |
) |
|
|
(98 |
) |
Total |
|
|
(60 |
) |
|
|
(60 |
) |
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. |
|
|
|
|
|
|
|
|
|
As of December 31, 2009 (M)
Assets /
(Liabilities) |
|
Carrying amount |
|
|
Fair value(b) |
|
Crude oil, petroleum products and freight rates activities |
|
|
|
|
|
|
|
|
Petroleum products and crude oil swaps |
|
|
(29 |
) |
|
|
(29 |
) |
Freight rate swaps |
|
|
|
|
|
|
|
|
Forwards(a) |
|
|
(9 |
) |
|
|
(9 |
) |
Options |
|
|
21 |
|
|
|
21 |
|
Futures |
|
|
(17 |
) |
|
|
(17 |
) |
Options on futures |
|
|
6 |
|
|
|
6 |
|
Total crude oil, petroleum products and freight rates |
|
|
(28 |
) |
|
|
(28 |
) |
Gas & Power activities |
|
|
|
|
|
|
|
|
Swaps |
|
|
52 |
|
|
|
52 |
|
Forwards(a) |
|
|
78 |
|
|
|
78 |
|
Options |
|
|
4 |
|
|
|
4 |
|
Futures |
|
|
|
|
|
|
|
|
Total Gas & Power |
|
|
134 |
|
|
|
134 |
|
Total |
|
|
106 |
|
|
|
106 |
|
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. |
Most commitments on crude oil and refined products have a short term maturity (less
than one year). The maturity of most Gas & Power energy 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
38 |
|
|
|
1,572 |
|
|
|
(1,648 |
) |
|
|
1 |
|
|
|
(37 |
) |
2010 |
|
|
(28 |
) |
|
|
1,556 |
|
|
|
(1,488 |
) |
|
|
(2 |
) |
|
|
38 |
|
2009 |
|
|
39 |
|
|
|
1,713 |
|
|
|
(1,779 |
) |
|
|
(1 |
) |
|
|
(28 |
) |
Gas & Power activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
(98 |
) |
|
|
899 |
|
|
|
(295 |
) |
|
|
0 |
|
|
|
506 |
|
2010 |
|
|
134 |
|
|
|
410 |
|
|
|
(648 |
) |
|
|
6 |
|
|
|
(98 |
) |
2009 |
|
|
592 |
|
|
|
327 |
|
|
|
(824 |
) |
|
|
39 |
|
|
|
134 |
|
80
The fair value hierarchy for financial instruments related to commodity contracts is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(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) |
|
|
Total |
|
Crude oil, petroleum products and freight rates activities |
|
|
(38 |
) |
|
|
1 |
|
|
|
|
|
|
|
(37 |
) |
Gas & Power activities |
|
|
(44 |
) |
|
|
550 |
|
|
|
|
|
|
|
506 |
|
Total |
|
|
(82 |
) |
|
|
551 |
|
|
|
|
|
|
|
469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
(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) |
|
|
Total |
|
Crude oil, petroleum products and freight rates activities |
|
|
(10 |
) |
|
|
48 |
|
|
|
|
|
|
|
38 |
|
Gas & Power activities |
|
|
50 |
|
|
|
(148 |
) |
|
|
|
|
|
|
(98 |
) |
Total |
|
|
40 |
|
|
|
(100 |
) |
|
|
|
|
|
|
(60 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
(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) |
|
|
Total |
|
Crude oil, petroleum products and freight rates activities |
|
|
(45 |
) |
|
|
17 |
|
|
|
|
|
|
|
(28 |
) |
Gas & Power activities |
|
|
140 |
|
|
|
(6 |
) |
|
|
|
|
|
|
134 |
|
Total |
|
|
95 |
|
|
|
11 |
|
|
|
|
|
|
|
106 |
|
The description of each fair value level is presented in Note 1 paragraph M(v) to the Consolidated Financial Statements.
31) FINANCIAL 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, power and coal. 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 organised markets or over-the-counter markets. The list of the different
derivatives held by the Group in these markets is detailed in Note 30 to the Consolidated Financial Statements.
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 takes into account a
snapshot of the end-of-day exposures and the set of historical price movements for the last 400 business days for all instruments and maturities in the global trading activities. Options are
systematically reevaluated using appropriate models.
The potential movement in fair values corresponds to a 97.5% value-at-risk type confidence level.
This means that the Groups portfolio result is likely to exceed the value-at-risk loss measure once over 40 business days if the portfolio exposures were left unchanged.
Trading & Shipping : value-at-risk with a 97.5% probability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
High |
|
|
Low |
|
|
Average |
|
|
Year end |
|
2011 |
|
|
10.6 |
|
|
|
3.7 |
|
|
|
6.1 |
|
|
|
6.3 |
|
2010 |
|
|
23.1 |
|
|
|
3.4 |
|
|
|
8.9 |
|
|
|
3.8 |
|
2009 |
|
|
18.8 |
|
|
|
5.8 |
|
|
|
10.2 |
|
|
|
7.6 |
|
As part of its gas, power and coal trading activity, the Group also uses derivative instruments such as futures, forwards, swaps and
options in both organised and over-the-counter markets. In general, the transactions are settled at maturity date through physical delivery. The Gas & Power 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
81
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 & Power trading : value-at-risk with a 97.5% probability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M) |
|
High |
|
|
Low |
|
|
Average |
|
|
Year end |
|
2011 |
|
|
21.0 |
|
|
|
12.7 |
|
|
|
16.0 |
|
|
|
17.6 |
|
2010 |
|
|
13.9 |
|
|
|
2.7 |
|
|
|
6.8 |
|
|
|
10.0 |
|
2009 |
|
|
9.8 |
|
|
|
1.9 |
|
|
|
5.0 |
|
|
|
4.8 |
|
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.
Limits on trading
positions are approved by the Groups Executive Committee and are monitored daily. To increase flexibility and encourage liquidity, hedging operations are performed with numerous independent 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.
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 principally interest rate and currency swaps. The Group may also use, on a less frequent basis,
futures and options contracts. These operations and their accounting treatment are detailed in Notes 1 paragraph M, 20, 28 and 29 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 Groups 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 counterpartys financial soundness (multi-criteria analysis including a review of market prices and of the Credit Default Swap (CDS), its ratings with
Standard & Poors and Moodys, 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 Groups central treasury entities according to their needs.
To reduce the
market values risk on its commitments, in particular for swaps set as part of bonds issuance, the Treasury Department also developed a system of margin call that is gradually implemented with significant counterparties.
Currency exposure
The Group seeks to
minimize the currency exposure of each entity to its functional currency (primarily the euro, the dollar, the Canadian dollar, 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
booked in a currency other than the euro, the Group has a policy of reducing the related currency exposure by financing these assets in the same currency.
Net short-term currency exposure is periodically monitored against limits set by the Groups senior management.
The non-current debt described in Note 20 to the Consolidated Financial Statements is generally raised by the corporate treasury entities either directly in
dollars, in euros or in Canadian dollars, or in other currencies which are then exchanged for dollars or euros through swaps issues to appropriately match general corporate needs. The proceeds from these debt issuances are loaned to
82
affiliates whose accounts are kept in dollars, in Canadian dollars or in euros. Thus, the net sensitivity of these positions to currency exposure is not significant.
The Groups short-term currency swaps, the notional value of which appears in Note 29 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.
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 Groups senior management (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 Groups policy consists of incurring non-current debt primarily at a floating rate, or, if the opportunity arises at the time of an issuance, at a fixed
rate. Debt is incurred in dollars, in euros or in Canadian dollars according to general corporate needs. 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.
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, 2011, 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value due to a change in interest rate by |
|
Assets / (Liabilities) (M) |
|
|
Carrying amount |
|
|
|
Estimated fair value |
|
|
|
+ 10 basis points |
|
|
|
- 10 basis points |
|
As of December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds (non-current portion, before swaps) |
|
|
(21,402 |
) |
|
|
(22,092 |
) |
|
|
83 |
|
|
|
(83 |
) |
Swaps hedging fixed-rates bonds (liabilities) |
|
|
(146 |
) |
|
|
(146 |
) |
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (assets) |
|
|
1,976 |
|
|
|
1,976 |
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (assets and liabilities) |
|
|
1,830 |
|
|
|
1,830 |
|
|
|
(49 |
) |
|
|
49 |
|
Current portion of non-current debt after swap (excluding capital lease obligations) |
|
|
3,488 |
|
|
|
3,488 |
|
|
|
3 |
|
|
|
(3 |
) |
Other interest rates swaps |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
3 |
|
|
|
(3 |
) |
Currency swaps and forward exchange contracts |
|
|
47 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
As of December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds (non-current portion, before swaps) |
|
|
(20,019 |
) |
|
|
(20,408 |
) |
|
|
86 |
|
|
|
(84 |
) |
Swaps hedging fixed-rates bonds (liabilities) |
|
|
(178 |
) |
|
|
(178 |
) |
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (assets) |
|
|
1,870 |
|
|
|
1,870 |
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (assets and liabilities) |
|
|
1,692 |
|
|
|
1,692 |
|
|
|
(59 |
) |
|
|
59 |
|
Current portion of non-current debt after swap (excluding capital lease obligations) |
|
|
3,483 |
|
|
|
3,483 |
|
|
|
4 |
|
|
|
(4 |
) |
Other interest rates swaps |
|
|
(2 |
) |
|
|
(2 |
) |
|
|
3 |
|
|
|
(3 |
) |
Currency swaps and forward exchange contracts |
|
|
(101 |
) |
|
|
(101 |
) |
|
|
|
|
|
|
|
|
As of December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds (non-current portion, before swaps) |
|
|
(18,368 |
) |
|
|
(18,836 |
) |
|
|
75 |
|
|
|
(75 |
) |
Swaps hedging fixed-rates bonds (liabilities) |
|
|
(241 |
) |
|
|
(241 |
) |
|
|
|
|
|
|
|
|
Swaps hedging fixed-rates bonds (assets) |
|
|
1,025 |
|
|
|
1,025 |
|
|
|
|
|
|
|
|
|
Total swaps hedging fixed-rates bonds (assets and liabilities) |
|
|
784 |
|
|
|
784 |
|
|
|
(57 |
) |
|
|
57 |
|
Current portion of non-current debt after swap (excluding capital lease obligations) |
|
|
(2,111 |
) |
|
|
(2,111 |
) |
|
|
3 |
|
|
|
(3 |
) |
Other interest rates swaps |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
1 |
|
|
|
(1 |
) |
Currency swaps and forward exchange contracts |
|
|
34 |
|
|
|
34 |
|
|
|
|
|
|
|
|
|
83
The impact of changes in interest rates on the cost of net debt before tax is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
(M) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Cost of net debt |
|
|
(440 |
) |
|
|
(334 |
) |
|
|
(398 |
) |
Interest rate translation of : |
|
|
|
|
|
|
|
|
|
|
|
|
+ 10 basis points |
|
|
(10 |
) |
|
|
(11 |
) |
|
|
(11 |
) |
- 10 basis points |
|
|
10 |
|
|
|
11 |
|
|
|
11 |
|
+ 100 basis points |
|
|
(103 |
) |
|
|
(107 |
) |
|
|
(108 |
) |
- 100 basis points |
|
|
103 |
|
|
|
107 |
|
|
|
108 |
|
As a result of the policy for the management of currency exposure previously described, the Groups sensitivity to currency
exposure is primarily influenced by the net equity of the subsidiaries whose functional currency is the dollar and, to a lesser extent, the pound sterling, the Norwegian krone and the Canadian dollar.
This sensitivity is reflected in the historical evolution of the currency translation adjustment recorded in the statement of changes in shareholders equity
which, in the course of the last three fiscal years, is essentially related to the fluctuation of dollar and pound sterling and is set forth in the table below:
|
|
|
|
|
|
|
|
|
|
|
Euro / Dollar exchange rates |
|
|
Euro / Pound sterling exchange rates |
|
As of December 31, 2011 |
|
|
1.29 |
|
|
|
0.84 |
|
As of December 31, 2010 |
|
|
1.34 |
|
|
|
0.86 |
|
As of December 31, 2009 |
|
|
1.44 |
|
|
|
0.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(M) |
|
Total |
|
|
Euro |
|
|
Dollar |
|
|
Pound sterling |
|
|
Other currencies and equity
affiliates(a) |
|
Shareholders equity at historical exchange rate |
|
|
69,025 |
|
|
|
41,396 |
|
|
|
21,728 |
|
|
|
4,713 |
|
|
|
1,188 |
|
Currency translation adjustment before net investment hedge |
|
|
(962 |
) |
|
|
|
|
|
|
127 |
|
|
|
(923 |
) |
|
|
(166 |
) |
Net investment hedge open instruments |
|
|
(26 |
) |
|
|
|
|
|
|
(25 |
) |
|
|
(1 |
) |
|
|
|
|
Shareholders equity at exchange rate as of December 31, 2011 |
|
|
68,037 |
|
|
|
41,396 |
|
|
|
21,830 |
|
|
|
3,789 |
|
|
|
1,022 |
|
|
|
|
|
|
|
As of December 31,
2010 (M) |
|
Total
|
|
|
Euro
|
|
|
Dollar
|
|
|
Pound
sterling |
|
|
Other
currencies and equity
affiliates(a) |
|
Shareholders equity at historical exchange rate |
|
|
62,909 |
|
|
|
32,894 |
|
|
|
22,242 |
|
|
|
4,997 |
|
|
|
2,776 |
|
Currency translation adjustment before net investment hedge |
|
|
(2,501 |
) |
|
|
|
|
|
|
(1,237 |
) |
|
|
(1,274 |
) |
|
|
10 |
|
Net investment hedge open instruments |
|
|
6 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
Shareholders equity at exchange rate as of December 31, 2010 |
|
|
60,414 |
|
|
|
32,894 |
|
|
|
21,011 |
|
|
|
3,723 |
|
|
|
2,786 |
|
|
|
|
|
|
|
As of December 31,
2009 (M) |
|
Total
|
|
|
Euro
|
|
|
Dollar
|
|
|
Pound
sterling |
|
|
Other
currencies and equity affiliates |
|
Shareholders equity at historical exchange rate |
|
|
57,621 |
|
|
|
27,717 |
|
|
|
18,671 |
|
|
|
5,201 |
|
|
|
6,032 |
|
Currency translation adjustment before net investment hedge |
|
|
(5,074 |
) |
|
|
|
|
|
|
(3,027 |
) |
|
|
(1,465 |
) |
|
|
(582 |
) |
Net investment hedge open instruments |
|
|
5 |
|
|
|
|
|
|
|
6 |
|
|
|
(1 |
) |
|
|
|
|
Shareholders equity at exchange rate as of December 31, 2009 |
|
|
52,552 |
|
|
|
27,717 |
|
|
|
15,650 |
|
|
|
3,735 |
|
|
|
5,450 |
|
(a) |
The decrease in the heading Other currencies and equity affiliates is mainly explained by the change in the consolidation method of Sanofi (see Note 3 to the
Consolidated Financial Statements). The contribution to the shareholders equity of this investment is now reclassified into the heading for the Eurozone. |
As a result of this policy, the impact of currency exchange rate fluctuations on consolidated income, as illustrated in Note 7 to the Consolidated Financial Statements, has not been significant over the last three
years despite the considerable fluctuation of the dollar (gain of 118 million in 2011, nil result in 2010, loss of 32 million in 2009).
Stock market
risk
The Group holds interests in a number of publicly-traded companies (see Notes 12 and 13 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.
84
As of December 31, 2011, these lines of credit amounted to $10,139 million, of which $10,096 million was unused.
The agreements for the lines of credit granted to TOTAL S.A. do not contain conditions related to the Companys 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, 2011, the aggregate amount of the principal confirmed lines of credit granted by international banks to Group companies, including TOTAL S.A., was $11,447 million, of which
$11,154 million was unused. The lines of credit granted to Group companies other than TOTAL S.A. are not intended to finance the Groups general needs; they are intended to finance either the general needs of the borrowing subsidiary
or a specific project.
The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2011, 2010
and 2009 (see Note 20 to the Consolidated Financial Statements).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
(M) Assets/(Liabilities) |
|
Less than one 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) |
|
|
|
|
|
|
(4,492 |
) |
|
|
(3,630 |
) |
|
|
(3,614 |
) |
|
|
(1,519 |
) |
|
|
(7,326 |
) |
|
|
(20,581 |
) |
Current borrowings |
|
|
(9,675 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,675 |
) |
Other current financial liabilities |
|
|
(167 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(167 |
) |
Current financial assets |
|
|
700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700 |
|
Cash and cash equivalents |
|
|
14,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,025 |
|
Net amount before financial expense |
|
|
4,883 |
|
|
|
(4,492 |
) |
|
|
(3,630 |
) |
|
|
(3,614 |
) |
|
|
(1,519 |
) |
|
|
(7,326 |
) |
|
|
(15,698 |
) |
Financial expense on non-current financial debt |
|
|
(785 |
) |
|
|
(691 |
) |
|
|
(521 |
) |
|
|
(417 |
) |
|
|
(302 |
) |
|
|
(1,075 |
) |
|
|
(3,791 |
) |
Interest differential on swaps |
|
|
320 |
|
|
|
331 |
|
|
|
221 |
|
|
|
120 |
|
|
|
55 |
|
|
|
44 |
|
|
|
1,091 |
|
Net amount |
|
|
4,418 |
|
|
|
(4,852 |
) |
|
|
(3,930 |
) |
|
|
(3,911 |
) |
|
|
(1,766 |
) |
|
|
(8,357 |
) |
|
|
(18,398 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2010 (M) Assets/(Liabilities) |
|
Less than
one 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) |
|
|
|
|
|
|
(3,355 |
) |
|
|
(3,544 |
) |
|
|
(2,218 |
) |
|
|
(3,404 |
) |
|
|
(6,392 |
) |
|
|
(18,913 |
) |
Current borrowings |
|
|
(9,653 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,653 |
) |
Other current financial liabilities |
|
|
(159 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(159 |
) |
Current financial assets |
|
|
1,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,205 |
|
Cash and cash equivalents |
|
|
14,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,489 |
|
Net amount before financial expense |
|
|
5,882 |
|
|
|
(3,355 |
) |
|
|
(3,544 |
) |
|
|
(2,218 |
) |
|
|
(3,404 |
) |
|
|
(6,392 |
) |
|
|
(13,031 |
) |
Financial expense on non-current financial debt |
|
|
(843 |
) |
|
|
(729 |
) |
|
|
(605 |
) |
|
|
(450 |
) |
|
|
(358 |
) |
|
|
(1,195 |
) |
|
|
(4,180 |
) |
Interest differential on swaps |
|
|
461 |
|
|
|
334 |
|
|
|
153 |
|
|
|
33 |
|
|
|
2 |
|
|
|
(78 |
) |
|
|
905 |
|
Net amount |
|
|
5,500 |
|
|
|
(3,750 |
) |
|
|
(3,996 |
) |
|
|
(2,635 |
) |
|
|
(3,760 |
) |
|
|
(7,665 |
) |
|
|
(16,306 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2009 (M) Assets/(Liabilities) |
|
Less
than one 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) |
|
|
|
|
|
|
(3,658 |
) |
|
|
(3,277 |
) |
|
|
(3,545 |
) |
|
|
(2,109 |
) |
|
|
(5,823 |
) |
|
|
(18,412 |
) |
Current borrowings |
|
|
(6,994 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,994 |
) |
Other current financial liabilities |
|
|
(123 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(123 |
) |
Current financial assets |
|
|
311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
311 |
|
Cash and cash equivalents |
|
|
11,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,662 |
|
Net amount before financial expense |
|
|
4,856 |
|
|
|
(3,658 |
) |
|
|
(3,277 |
) |
|
|
(3,545 |
) |
|
|
(2,109 |
) |
|
|
(5,823 |
) |
|
|
(13,556 |
) |
Financial expense on non-current financial debt |
|
|
(768 |
) |
|
|
(697 |
) |
|
|
(561 |
) |
|
|
(448 |
) |
|
|
(301 |
) |
|
|
(1,112 |
) |
|
|
(3,887 |
) |
Interest differential on swaps |
|
|
447 |
|
|
|
233 |
|
|
|
100 |
|
|
|
25 |
|
|
|
(16 |
) |
|
|
(55 |
) |
|
|
734 |
|
Net amount |
|
|
4,535 |
|
|
|
(4,122 |
) |
|
|
(3,738 |
) |
|
|
(3,968 |
) |
|
|
(2,426 |
) |
|
|
(6,990 |
) |
|
|
(16,709 |
) |
In addition, the Group guarantees bank debt and finance lease obligations of certain non-consolidated companies and equity
affiliates. 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. Maturity dates and amounts are set forth in Note 23 to the
Consolidated Financial Statements (Guarantees given against borrowings).
The Group also guarantees the current liabilities of certain
non-consolidated companies. Performance under these guarantees would be triggered by a financial default of these entities. Maturity dates and amounts are set forth in Note 23 to the Consolidated Financial Statements (Guarantees of current
liabilities).
85
The following table sets forth financial assets and liabilities related to operating activities as of
December 31, 2011, 2010 and 2009 (see Note 28 to the Consolidated Financial Statements).
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31
(M) Assets/(Liabilities) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Accounts payable |
|
|
(22,086 |
) |
|
|
(18,450 |
) |
|
|
(15,383 |
) |
Other operating liabilities |
|
|
(5,441 |
) |
|
|
(3,574 |
) |
|
|
(4,706 |
) |
including financial instruments related to commodity contracts |
|
|
(606 |
) |
|
|
(559 |
) |
|
|
(923 |
) |
Accounts receivable, net |
|
|
20,049 |
|
|
|
18,159 |
|
|
|
15,719 |
|
Other operating receivables |
|
|
7,467 |
|
|
|
4,407 |
|
|
|
5,145 |
|
including financial instruments related to commodity
contracts |
|
|
1,074 |
|
|
|
499 |
|
|
|
1,029 |
|
Total |
|
|
(11 |
) |
|
|
542 |
|
|
|
775 |
|
These financial assets and liabilities mainly have a maturity date below one year.
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 Groups 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 Groups maximum credit risk exposure:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, (M)
Assets/ (Liabilities) |
|
2011 |
|
|
2010 |
|
|
2009 |
|
Loans to equity affiliates (Note 12) |
|
|
2,246 |
|
|
|
2,383 |
|
|
|
2,367 |
|
Loans and advances (Note 14) |
|
|
2,055 |
|
|
|
1,596 |
|
|
|
1,284 |
|
Hedging instruments of non-current financial debt (Note 20) |
|
|
1,976 |
|
|
|
1,870 |
|
|
|
1,025 |
|
Accounts receivable (Note 16) |
|
|
20,049 |
|
|
|
18,159 |
|
|
|
15,719 |
|
Other operating receivables (Note 16) |
|
|
7,467 |
|
|
|
4,407 |
|
|
|
5,145 |
|
Current financial assets (Note 20) |
|
|
700 |
|
|
|
1,205 |
|
|
|
311 |
|
Cash and cash equivalents (Note 27) |
|
|
14,025 |
|
|
|
14,489 |
|
|
|
11,662 |
|
Total |
|
|
48,518 |
|
|
|
44,109 |
|
|
|
37,513 |
|
The valuation allowance on loans and advances and on accounts receivable and other operating receivables is detailed respectively in
Notes 14 and 16 to the Consolidated Financial Statements.
As part of its credit risk management related to operating and financing activities, the Group
has developed margin call contracts with certain counterparties. As of
December 31, 2011, the net amount received as part of these margin calls was
1,682 million (against
1,560 million as of December 31, 2010 and 693 million as of December 31, 2009).
Credit risk is managed by the Groups business segments
as follows:
|
|
|
Exploration & Production |
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 and reviewing credit.
Customer receivables are
subject to provisions on a case-by-case basis, based on prior history and managements assessment of the facts and circumstances.
The Gas &
Power division deals 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.
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 authorisations.
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.
86
Internal
procedures for the Refining & Marketing 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, complemented by the implementation of procedures to monitor customer risk (credit committees at the subsidiary level, the creation of credit limits for corporate customers, portfolio guarantees, 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.
Bad debts are provisioned on a case-by-case basis at a rate determined by management based on an assessment of
the risk of credit loss.
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 concluded with financial institutions, international banks and insurance groups
selected in accordance with strict criteria.
The Trading & Shipping division has 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 & Poors, Moodys 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.
Credit risk in the
Chemicals segment is primarily related to commercial receivables. Each division implements procedures for managing and provisioning credit risk that differ based on the size of the subsidiary and the market in which it operates. The principal
elements of these procedures are:
|
|
|
implementation of credit limits with different authorization procedures for possible credit overruns; |
|
|
|
use of insurance policies or specific guarantees (letters of credit); |
|
|
|
regular monitoring and assessment of overdue accounts (aging balance), including collection procedures; and |
|
|
|
provisioning of bad debts on a customer-by-customer basis, according to payment delays and local payment practices (provisions may also be calculated based on
statistics). |
32) |
|
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.
The contingent commitments and contractual obligations are detailed in note 23 to the consolidated financial statement.
ANTITRUST INVESTIGATIONS
The principal antitrust proceedings in
which the Groups companies are involved are described hereafter.
87
Chemicals
|
|
As part of the spin-off of Arkema(1) in 2006, TOTAL S.A. or certain other Group companies agreed to grant Arkema a guarantee for potential monetary consequences related to antitrust proceedings arising from events
prior to the spin-off. |
This guarantee covers, for a period of ten years from the date of the spin-off, 90% of
amounts paid by Arkema related to (i) fines imposed by European authorities or European member-states for competition law violations, (ii) fines imposed by U.S. courts or antitrust authorities for federal antitrust violations or violations
of the competition laws of U.S. states, (iii) damages awarded in civil proceedings related to the government proceedings mentioned above, and (iv) certain costs related to these proceedings. The guarantee related to anti-competition
violations in Europe applies to amounts above a 176.5 million threshold. On the other hand, the agreements provide that Arkema will
indemnify TOTAL S.A. or any Group company for 10% of any amount that TOTAL S.A. or any Group company are required to pay under any of the proceedings covered by this guarantee, in Europe.
If one or more individuals or legal entities, acting alone or together, directly or indirectly holds more than one-third of the voting rights of
Arkema, or if Arkema transfers more than 50% of its assets (as calculated under the enterprise valuation method, as of the date of the transfer) to a third party or parties acting together, irrespective of the type or number of transfers, this
guarantee will become void.
|
|
In the United States, civil liability lawsuits, for which TOTAL S.A. has been named as the parent company, are closed without significant impact on the
Groups financial position. |
|
|
In Europe, since 2006, the European Commission has fined companies of the Group in its configuration prior to the spin-off an overall amount of 385.47 million, of which Elf Aquitaine and/or TOTAL S.A. were held jointly liable for
280.17 million, Elf Aquitaine being personally fined 23.6 million for deterrence. These fines are entirely settled as of today. |
As a result, since the spin-off, the Group has paid the overall amount of 188.07 million(2), corresponding to 90% of the fines overall amount once the threshold
provided for by the guarantee is deducted to which an amount of 31.31 million
of interest has been added as explained hereinafter.
The European Commission imposed these fines following investigations between 2000
and 2004 into commercial practices involving eight products sold by Arkema. Five of these investigations resulted in prosecutions from the European Commission for which Elf Aquitaine has been named as the parent company, and two of these
investigations named TOTAL S.A. as the ultimate parent company of the Group.
TOTAL S.A. and Elf Aquitaine are contesting their
liability based solely on their status as parent companies and appealed for cancellation and reformation of the rulings that are still pending before the relevant EU court of appeals or supreme court of appeals.
During the year 2011, four of the proceedings have evolved and are closed as far as Arkema is concerned:
|
|
|
In one of these proceedings, the Court of Justice of the European Union (CJEU) has rejected the action of Arkema while the decisions of the European Commission
and of the General Court of the European Union against the parent companies have been squashed. Consequently, this proceeding is definitively closed regarding Arkema as well as the parent companies. |
|
|
|
In two other proceedings, previous decisions against Arkema and the parent companies have been upheld by the General Court of the European Union. While the
parent companies have introduced an appeal before the CJEU, Arkema did not appeal to the CJEU. |
|
|
|
Finally, in a last proceeding, the General Court has decided to reduce the amount of the fine initially ordered against Arkema while, in parallel, it has
rejected the actions of the parent companies that have remained obliged to pay the whole amount of the fine initially ordered by the European Commission. Arkema has accepted this decision while the parent companies have introduced an appeal before
the CJEU. |
(1) |
Arkema is used in this section to designate those companies of the Arkema group whose ultimate parent company is Arkema S.A. Arkema became an independent company after being
spun-off from TOTAL S.A. in May 2006. |
(2) |
This amount does not take into account a case that led to Arkema, prior to Arkemas spin-off from TOTAL, and Elf Aquitaine being fined jointly 45 million and Arkema being fined
13.5 million. |
88
With the exception of the 31.31 million of interest charged by the European Commission to the parent companies, which has been required to pay in accordance with the decision concerning the last proceeding referred hereinabove, the
evolution of the proceedings during the year 2011 did not modify the global amount assumed by the Group in execution of the guarantee.
In addition, civil proceedings against Arkema and other groups of companies were initiated in 2009 and 2011, respectively, before German and Dutch
courts by third parties for alleged damages pursuant to two of the above mentioned legal proceedings. TOTAL S.A. was summoned to serve notice of the dispute before the German court. At this point, the probability to have a favorable verdict and the
financial impacts of these proceedings are uncertain due to the number of legal difficulties they give rise to, the lack of documented claims and evaluations of the alleged damages.
Arkema began implementing compliance procedures in 2001 that are designed to prevent its employees from violating antitrust provisions. However,
it is not possible to exclude the possibility that the relevant authorities could commence additional proceedings involving Arkema regarding events prior to the spin-off, as well as Elf Aquitaine and/or TOTAL S.A. based on their status as parent
company.
Within the framework of all of the legal proceedings described above, a 17 million reserve remains booked in the Groups consolidated financial statements as of December 31, 2011.
Downstream
|
|
Pursuant to a statement of objections received by Total Nederland N.V. and TOTAL S.A. (based on its status as parent company) from the European Commission, Total
Nederland N.V. was fined 20.25 million in 2006, for which TOTAL S.A. was held jointly liable for 13.5 million. TOTAL S.A. appealed this decision before the relevant court and this appeal is still pending. |
|
|
In addition, pursuant to a statement of objections received by Total Raffinage Marketing (formerly Total France) and TOTAL S.A. from the European Commission
regarding another product line of the Refining & Marketing division, Total Raffinage Marketing was fined 128.2 million in
2008, which has been paid, and for which TOTAL S.A. was held jointly liable based on its status as parent company. TOTAL S.A. also appealed this decision before the relevant court and this appeal is still pending.
|
|
|
In addition, civil proceedings against TOTAL S.A and Total Raffinage Marketing and other companies were initiated before U.K and Dutch courts by third parties
for alleged damages in connection with the prosecutions brought by the European Commission in this case. At this point, the probability to have a favorable verdict and the financial impacts of these procedures are uncertain due to the number of
legal difficulties they gave rise to, the lack of documented claims and evaluations of the alleged damages. |
Within the framework of
the legal proceedings described above, a 30 million reserve is booked in the Groups consolidated financial statements as of
December 31, 2011.
Whatever the evolution of the proceedings described above, the Group believes that their outcome should not have a material
adverse effect on the Groups financial situation or consolidated results.
GRANDE PAROISSE
An explosion occurred at the Grande Paroisse industrial site in the city of Toulouse in France on September 21, 2001. Grande Paroisse, a former subsidiary of
Atofina which became a subsidiary of Elf Aquitaine Fertilisants on December 31, 2004, as part of the reorganization of the Chemicals segment, was principally engaged in the production and sale of agricultural fertilizers. The explosion, which
involved a stockpile of ammonium nitrate pellets, destroyed a portion of the site and caused the death of thirty-one people, including twenty-one workers at the site, and injured many others. The explosion also caused significant damage to certain
property in part of the city of Toulouse.
This plant has been closed and individual assistance packages have been provided for employees. The site has
been rehabilitated.
On December 14, 2006, Grande Paroisse signed, under the supervision of the city of Toulouse, the deed whereby it donated the
former site of the AZF plant to the greater agglomeration of Toulouse (CAGT) and the Caisse des dépôts et consignations and its subsidiary ICADE. Under this deed, TOTAL S.A. guaranteed the site restoration obligations of Grande
Paroisse and granted a 10 million endowment to the InNaBioSanté research foundation as part of the setting up of a cancer
research center at the site by the city of Toulouse.
Regarding the cause of the explosion, the hypothesis that the explosion was caused by Grande
Paroisse through the accidental mixing of hundreds of kilos of a chlorine compound at a storage site for ammonium nitrate was
89
discredited over the course of the investigation. As a result, proceedings against ten of the eleven Grande Paroisse employees charged during the criminal investigation conducted by the Toulouse
Regional Court (Tribunal de grande instance) were dismissed and this dismissal was upheld on appeal. Nevertheless, the final experts report filed on May 11, 2006 continued to focus on the hypothesis of a chemical accident, although
this hypothesis was not confirmed during the attempt to reconstruct the accident at the site. After having articulated several hypotheses, the experts no longer maintain that the accident was caused by pouring a large quantity of a chlorine compound
over ammonium nitrate. Instead, the experts have retained a scenario where a container of chlorine compound sweepings was poured between a layer of wet ammonium nitrate covering the floor and a quantity of dry agricultural nitrate at a location not
far from the principal storage site. This is claimed to have caused an explosion which then spread into the main storage site. Grande Paroisse was investigated based on this new hypothesis in 2006; Grande Paroisse is contesting this explanation,
which it believes to be based on elements that are not factually accurate.
All the requests for additional investigations that were submitted by Grande
Paroisse, the former site manager and various plaintiffs were denied on appeal after the end of the criminal investigation procedure. On July 9, 2007, the investigating judge brought charges against Grande Paroisse and the former plant manager
before the criminal chamber of the Court of Appeal of Toulouse. In late 2008, TOTAL S.A. and Mr. Thierry Desmarest were summoned to appear in Court pursuant to a request by a victims association. The trial for this case began on
February 23, 2009, and lasted approximately four months.
On November 19, 2009, the Toulouse Criminal Court acquitted both the former Plant
Manager, and Grande Paroisse due to the lack of reliable evidence for the explosion. The Court also ruled that the summonses against TOTAL S.A. and Mr. Thierry Desmarest, Chairman and CEO at the time of the disaster, were inadmissible.
Due to the presumption of civil liability that applied to Grande Paroisse, 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.
The Prosecutors office, together with certain third parties,
has appealed the Toulouse Criminal Court verdict. In order to preserve its rights, Grande Paroisse lodged a cross-appeal with respect to civil charges.
The appeal proceedings before the Court of Appeal of Toulouse started on November 3, 2011.
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. As of December 31, 2011, a 21 million reserve was recorded in the Groups consolidated balance sheet.
BUNCEFIELD
On December 11, 2005, several explosions, followed by a major fire, occurred at an oil storage depot
at Buncefield, north of London. This depot was operated by Hertfordshire Oil Storage Limited (HOSL), a company in which TOTALs UK subsidiary holds 60% and another oil group holds 40%.
The explosion caused injuries, most of which were minor injuries, to a number of people and caused property damage to the depot and the buildings and homes located nearby. The official Independent Investigation
Board has indicated that the explosion was caused by the overflow of a tank at the depot. The Boards final report was released on December 11, 2008. The civil procedure for claims, which had not yet been settled, took place between
October and December 2008. The Courts decision of March 20, 2009, declared TOTALs UK subsidiary liable for the accident and solely liable for indemnifying the victims. The subsidiary appealed the decision. The appeal trial took
place in January 2010. The Court of Appeals, by a decision handed down on March 4, 2010, confirmed the prior judgment. The Supreme Court of United Kingdom has partially authorized TOTALs UK subsidiary to contest the decision. TOTALs
UK subsidiary finally decided to withdraw from this recourse due to settlement agreements reached in mid-February 2011.
The Group carries insurance for
damage to its interests in these facilities, business interruption and civil liability claims from third parties. The provision for the civil liability that appears in the Groups consolidated financial statements as of December 31, 2011,
stands at 80 million after taking into account the payments previously made.
The Group believes that, based on the information currently available, on a reasonable estimate of its liability and on provisions recognized, this accident should
not have a significant impact on the Groups financial situation or consolidated results.
In addition, on December 1, 2008, the Health and
Safety Executive (HSE) and the Environment Agency (EA) issued a Notice of prosecution against five companies, including TOTALs UK subsidiary. By a judgment on July 16, 2010, the subsidiary was fined £3.6 million and paid it.
The decision takes into account a number of elements that have mitigated the impact of the charges brought against it.
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ERIKA
Following the
sinking in December 1999 of the Erika, a tanker that was transporting products belonging to one of the Group companies, the Tribunal de grande instance of Paris convicted TOTAL S.A. of marine pollution pursuant to a judgment issued on
January 16, 2008, finding that TOTAL S.A. was negligent in its vetting procedure for vessel selection, and ordering TOTAL S.A. to pay a fine of 375,000. The Court also ordered compensation to be paid to those affected by the pollution from the Erika up to an aggregate amount of 192 million, declaring TOTAL S.A. jointly and severally liable for such payments together with the Erikas inspection and classification firm, the Erikas owner and the Erikas manager.
TOTAL has appealed the verdict of January 16, 2008. In the meantime, it nevertheless proposed to pay third parties who so requested definitive
compensation as determined by the Court. Forty-two third parties have been compensated for an aggregate amount of 171.5 million.
By a decision dated March 30, 2010, the Court of Appeal of Paris upheld the lower Court verdict pursuant to which TOTAL S.A. was convicted of
marine pollution and fined 375,000. TOTAL appealed this decision to the French Supreme Court (Cour de cassation).
However, the Court of Appeal ruled that TOTAL S.A. bears no civil liability according to the applicable international conventions and consequently ruled that TOTAL
S.A. be not convicted.
To facilitate the payment of damages awarded by the Court of Appeal in Paris to third parties against Erikas controlling
and classification firm, the ship-owner and the ship-manager, a global settlement agreement was signed late 2011 between these parties and TOTAL S.A. under the auspices of the IOPC Fund. Under this global settlement agreement, each party agreed to
the withdrawal of all civil proceedings initiated against all other parties to the agreement.
TOTAL S.A. believes that, based on the information
currently available, the case should not have a significant impact on the Groups financial situation or consolidated results.
BLUE RAPID AND THE
RUSSIAN OLYMPIC COMMITTEE RUSSIAN REGIONS AND INTERNEFT
Blue Rapid, a Panamanian company, and the Russian Olympic Committee filed a claim
for damages with the Paris Commercial Court against Elf Aquitaine, alleging a so-called non-completion by a former subsidiary of Elf Aquitaine of a contract related to an exploration and
production project in Russia negotiated in the early 1990s. Elf Aquitaine believed this claim to be unfounded and opposed it. On January 12, 2009, the Commercial Court of Paris rejected Blue
Rapids claim against Elf Aquitaine and found that the Russian Olympic Committee did not have standing in the matter. Blue Rapid and the Russian Olympic Committee appealed this decision. On June 30, 2011, the Court of Appeal of Paris
dismissed as inadmissible the claim of Blue Rapid and the Russian Olympic Committee against Elf Aquitaine, notably on the grounds of the contracts termination. Blue Rapid and the Russian Olympic Committee appealed this decision to the
French Supreme Court.
In connection with the same facts, and fifteen years after the termination of the exploration and production contract, a Russian
company, which was held not to be the contracting party to the contract, and two regions of the Russian Federation which were not even parties to the contract, have launched an arbitration procedure against the aforementioned former subsidiary of
Elf Aquitaine that was liquidated in 2005, claiming alleged damages of U.S.$ 22.4 billion. For the same reasons as those successfully adjudicated by Elf Aquitaine against Blue Rapid and the Russian Olympic Committee, the Group considers this claim
to be unfounded as to a matter of law or fact. The Group has lodged a criminal complaint to denounce the fraudulent claim which the Group believes it is a victim of and, has taken and reserved its rights to take other actions and measures to defend
its interests.
IRAN
In 2003, the United States
Securities and Exchange Commission (SEC) followed by the Department of Justice (DoJ) issued a formal order directing an investigation in connection with the pursuit of business in Iran, by certain oil companies including, among others, TOTAL.
The inquiry concerns an agreement concluded by the Company with a consultant concerning a gas field in Iran and aims to verify whether certain payments
made under this agreement would have benefited Iranian officials in violation of the Foreign Corrupt Practices Act (FCPA) and the Companys accounting obligations.
Investigations are still pending and the Company is cooperating with the SEC and the DoJ. In 2010, the Company opened talks with U.S. authorities, without any acknowledgement of facts, to consider an out-of-court
settlement as it is often the case in this kind of proceeding.
Late in 2011, the SEC and the DoJ proposed to TOTAL out-of-court settlements that would
close their inquiries, in exchange for TOTALs committing to a number of
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obligations and paying fines. As TOTAL was unable to agree to several substantial elements of the proposal, the Company is continuing discussions with the U.S. authorities. The Company is free
not to accept an out-of-court settlement solution, in which case it would be exposed to the risk of prosecution in the United States.
In this same
affair, a parallel judicial inquiry related to TOTAL was initiated in France in 2006. In 2007, the Companys Chief Executive Officer was placed under formal investigation in relation to this inquiry, as the former President of the Middle East
department of the Groups Exploration & Production division. The Company has not been notified of any significant developments in the proceedings since the formal investigation was launched.
At this point, the Company cannot determine when these investigations will terminate, and cannot predict their results, or the outcome of the talks that have been
initiated. Resolving these cases is not expected to have a significant impact on the Groups financial situation or consequences on its future planned operations.
OIL-FOR-FOOD PROGRAM
Several countries have launched investigations concerning possible violations related to the
United Nations (UN) Oil-for-Food program in Iraq.
Pursuant to a French criminal investigation, certain current or former Group employees were placed
under formal criminal investigation for possible charges as accessories to the misappropriation of corporate assets and as accessories to the corruption of foreign public agents. The Chairman and Chief Executive Officer of the Company, formerly
President of the Groups Exploration & Production division, was also placed under formal investigation in October 2006. In 2007, the criminal investigation was closed and the case was transferred to the Prosecutors office. In
2009, the Prosecutors office recommended to the investigating judge that the case against the Groups current and former employees and TOTALs Chairman and Chief Executive Officer not be pursued.
In early 2010, despite the recommendation of the Prosecutors office, a new investigating judge, having taken over the case, decided to indict TOTAL S.A. on
bribery charges as well as complicity and influence peddling. The indictment was brought eight years after the beginning of the investigation without any new evidence being introduced.
In October 2010, the Prosecutors office recommended to the investigating judge that the case against TOTAL S.A., the Groups current and former employees and TOTALs Chairman and Chief Executive
Officer not be pursued.
However, by ordinance notified in early August 2011, the investigating judge on the matter decided to send the case to trial.
The Company believes that its activities related to the Oil-for-Food program have been in compliance with this program, as organized by the UN in 1996.
The Volcker report released by the independent investigating committee set up by the UN had discarded any bribery grievance within the framework of the Oil-For-Food program with respect to TOTAL.
ITALY
As part of an investigation led by the Prosecutor of the
Republic of the Potenza Court, Total Italia and certain Groups employees are the subject of an investigation related to certain calls for tenders that Total Italia made for the preparation and development of an oil field. On February 16,
2009, as a preliminary measure before the proceedings go before the Court, the preliminary investigation judge of Potenza served notice to Total Italia of a decision that would suspend the concession for this field for one year. Total Italia has
appealed the decision by the preliminary investigation judge before the Court of Appeal of Potenza. In a decision dated April 8, 2009, the Court reversed the suspension of the concession and appointed for one year, i.e. until
February 16, 2010, a judicial administrator to supervise the operations related to the development of the concession, allowing the Tempa Rossa project to continue.
The criminal investigation was closed in the first half of 2010. The preliminary hearing judge, who will decide whether the case shall be returned to the Criminal Court to be judged on the merits, held the first
hearing on December 6, 2010. The proceedings before the Judge of the preliminary hearing are still pending.
In 2010, Total Italias
exploration and production operations were transferred to Total E&P Italia and refining and marketing operations were merged with those of Erg Petroli.
LIBYA
During the financial year 2011, the Groups activities were affected by the security context in Libya, and
the Groups production was gradually shut down as from the end of February. The Groups production started up again at the end of September 2011 on the offshore Al Jurf field located in zones 15, 16 & 32 (ex C137) at the level
existing before the events, and has gradually restarted since October 2011 in onshore zones 129, 130 and 131. The restart of the Groups production on the other onshore zones is expected to occur progressively in 2012.
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In June 2011, the United States Securities and Exchange Commission (SEC) issued to certain oil companies
including, among others, TOTAL a formal request for information related to their operations in Libya. TOTAL is cooperating with this non public investigation.
YEMEN
During the financial year 2011, the Groups activities were not significantly impacted by the security
context in Yemen, but the Group nevertheless reorganized locally to minimize the risks to its personnel. In addition, on October 15, 2011, the gas pipeline supplying Yemen LNG was sabotaged, and then repaired with no delay, enabling LNG
production to resume as from October 26, 2011.
SYRIA
In May 2011, the European Union adopted measures with criminal and financial penalties that prohibit the supply of certain equipment to Syria, as well as certain financial and asset transactions with respect to a
list of named individuals and entities. These measures apply to European persons and to entities constituted under the laws of a EU Member State. In September 2011, the EU adopted further measures, including, notably, a prohibition on the purchase,
import or transportation from Syria of crude oil and petroleum products. Since early September 2011, the Group ceased to purchase hydrocarbons from Syria. On December 1, 2011, the EU extended sanctions against, among others, three state-owned
Syrian oil firms, including General Petroleum Corporation, the Groups co-contracting partner in PSA 1988 (Deir Es Zor license) and the Tabiyeh contract. Since early December 2011, TOTAL has ceased its activities that contribute to oil and gas
production in Syria.
33) OTHER INFORMATION
Research and development costs incurred by the Group in 2011 amounted to 776 million (715 million in 2010 and
650 million in 2009), corresponding to 0.4% of the sales.
The staff dedicated in 2011 to these research and development activities are estimated at 3,946 people (4,087 in
2010 and 4,016 in 2009).
34) |
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CHANGES IN PROGRESS IN THE GROUP STRUCTURE |
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TOTAL signed in March 2011 agreements for the acquisition in Uganda of a one-third interest in Blocks 1, 2 and 3A held by Tullow Oil plc for $1,467 million
(amount as of January 1, 2010, to which will add costs of interim period). Following this acquisition, TOTAL would become an equal partner with Tullow and CNOOC in the blocks, each with a one-third interest and each being an operator of one of
the blocks. Subject to the decision of the Authorities, TOTAL would be the operator of Block 1. |
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TOTAL announced in February 2012 the signature of an agreement with Sinochem to sell its interests in the Cusiana field and in OAM and ODC pipelines. This
transaction is subject to approval by the relevant authorities. |
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As of December 31, 2010, the sections Assets classified as held for sale and Liabilities directly associated with the assets classified as
held for sale included the assets and liabilities of Total E&P Cameroun, of Joslyn and of photocure and coatings resins businesses. |
35) CONSOLIDATION SCOPE
As of December 31, 2011, 870 entities are consolidated of which 783 are fully
consolidated, and 87 are accounted for under the equity method (identified with the letter E).
This simplified organizational chart shows the main
consolidated entities. For each of them, the Group interest is mentioned between brackets. This chart of legal detentions is not exhaustive and does not reflect neither the operational structure nor the relative economic size of the Group entities
and the business segments.
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