Registration document 2011 - tota - Total.com

9 Consolidated
Financial Statements
Notes to the Consolidated Financial Statements
2010
Upstream
– 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.
Downstream
– 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 1 st , 2010. The shareholder pact calls for joint
governance as well as operating independence for the new
entity. TOTAL’s interest in TotalErg is 49% and is accounted
for by the equity method (see Note 12 to the Consolidated
Financial Statements).
Chemicals
– 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.
Corporate
– 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
196 TOTAL. Registration Document 2011
Aquitaine’s 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.
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 shareholder’s 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 Sanofi’s 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
Upstream
– In December 2009, TOTAL signed an agreement with
Chesapeake Energy Corporation whereby TOTAL acquired
a 25% share in Chesapeake’s 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.
Corporate
– 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 TOTAL’s Consolidated
Financial Statements for the year ended December 31, 2009.