Registration document 2011 - tota - Total.com

More documents

Recommendations

Info

9 Consolidated Financial Statements Notes to the Consolidated Financial Statements 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 Company’s 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. 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. 222 TOTAL. Registration Document 2011 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. 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 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: For the year ended December 31, (M€) Pre-tax amount 2011 2010 2009 Tax effect Net amount Pre-tax 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 Tax effect Consolidated Financial Statements 9 Notes to the Consolidated Financial Statements 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). Net amount Pre-tax amount Tax effect Net amount Registration Document 2011. TOTAL 223
Page 1 and 2:
Registration Document 2011
Page 3 and 4:
Registration Document 2011 This tra
Page 5 and 6:
Key figures 1. Operating and market
Page 7 and 8:
Sales Adjusted net income (Group sh
Page 9 and 10:
Shareholder base Estimates as of No
Page 11 and 12:
Business overview Business overview
Page 13 and 14:
2. Upstream TOTAL’s Upstream segm
Page 15 and 16:
As of December 31, 2009, TOTAL’s
Page 17 and 18:
2.3. Presentation of production act
Page 19 and 20:
Indonesia 1968 Myanmar 1992 Thailan
Page 21 and 22:
United Kingdom 1962 Middle East U.A
Page 23 and 24:
In Kenya, TOTAL acquired in Septemb
Page 25 and 26:
In the United States, the Group’s
Page 27 and 28:
The next two wells, which were expl
Page 29 and 30:
is expected to be transported to Ru
Page 31 and 32:
- In addition to Alwyn and the Cent
Page 33 and 34:
2.6. Number of net oil and gas well
Page 35 and 36:
Asia Yadana Yadana (Myanmar) Ban-I
Page 37 and 38:
2.9.3. Marketing To unlock value fr
Page 39 and 40:
As of January 2012, TOTAL owns 66%
Page 41 and 42:
3. Downstream The Downstream segmen
Page 43 and 44:
The heavy conversion process of thi
Page 45 and 46:
In Northern, Central and Eastern Eu
Page 47 and 48:
The oil markets had ended 2010 sign
Page 49 and 50:
4.1. Base Chemicals The Base Chemic
Page 51 and 52:
4.1.2. Fertilizers Through its Fren
Page 53 and 54:
5. Investments 5.1. Major investmen
Page 55 and 56:
7. Property, plant and equipment TO
Page 57 and 58:
Finance Refining & Marketing Financ
Page 59 and 60:
Crude Oil Trading Finance Trading &
Page 61 and 62:
Management Report The Management re
Page 63 and 64:
- a Refining & Chemicals segment, a
Page 65 and 66:
1.2.4. Investments - divestments In
Page 67 and 68:
1.6. TOTAL S.A. 2011 results Net in
Page 69 and 70:
2.5. Anticipated sources of financi
Page 71 and 72:
3.6. Environment Environmental issu
Page 73 and 74:
Risk factors Risk factors 4 1. Fina
Page 75 and 76:
Trading & Shipping : value-at-risk
Page 77 and 78:
1.8. Sensitivity analysis on intere
Page 79 and 80:
1.10. Liquidity risk TOTAL S.A. has
Page 81 and 82:
Customer receivables are subject to
Page 83 and 84:
2.2. Management and monitoring of i
Page 85 and 86:
egions, causing substantial decline
Page 87 and 88:
3.4. Activities in Cuba, Iran, Suda
Page 89 and 90:
and service contracts. In 2011, TOT
Page 91 and 92:
4.3. Insurance policy The Group has
Page 93 and 94:
Corporate governance Corporate gove
Page 95 and 96:
Chairman of the Nominating & Govern
Page 97 and 98:
- Permanent representative of Colam
Page 99 and 100:
du Territoire et de l’Action Rég
Page 101 and 102:
- Director of Europalia Internation
Page 103 and 104:
- monitoring the quality of the inf
Page 105 and 106:
6. COMMITTEES OF THE BOARD OF DIREC
Page 107 and 108:
1.5.2. Compensation Committee Rules
Page 109 and 110:
The term of office of the members o
Page 111 and 112:
- examination of ethical issues (co
Page 113 and 114:
1.8. Director independence At its m
Page 115 and 116:
With regard to counterparty risks,
Page 117 and 118:
Variable compensation is determined
Page 119 and 120:
3. General Management 3.1. Manageme
Page 121 and 122:
4.4. Fees received by the statutory
Page 123 and 124:
total gross compensation as Chairma
Page 125 and 126:
Chairman and Chief Executive Office
Page 127 and 128:
The acquisition rate: - is equal to
Page 129 and 130:
5.7.3. Directors’ fees and other
Page 131 and 132:
5.8. TOTAL stock option grants Corp
Page 133 and 134:
If all the outstanding stock option
Page 135 and 136:
Corporate governance 5 Compensation
Page 137 and 138:
The grant of these performance shar
Page 139 and 140:
6. Employees, share ownership 6.1.
Page 141 and 142:
6.3.1. Summary of transactions in t
Page 143 and 144:
TOTAL and its shareholders TOTAL an
Page 145 and 146:
1.2. Share performance TOTAL share
Page 147 and 148:
1.2.7. TOTAL share price over the p
Page 149 and 150:
2.2. Dividend payment BNP Paribas S
Page 151 and 152:
the Board of Directors decided on J
Page 153 and 154:
- delivered to the holders of secur
Page 155 and 156:
4.4. Major shareholders 4.4.1. Chan
Page 157 and 158:
4.6. Shares held by members of the
Page 159 and 160:
However, there are certain exceptio
Page 161 and 162:
6.4. Registered shareholding TOTAL
Page 163 and 164:
Financial information Financial inf
Page 165 and 166:
4. Dividend policy The Company’s
Page 167 and 168:
criminal chamber of the Court of Ap
Page 169 and 170:
In October 2010, the Prosecutor’s
Page 171 and 172:
General information General informa
Page 173 and 174:
delegations of authority granted by
Page 175 and 176: 1.4. Potential share capital as of
Page 177 and 178: 2.3. Provisions of the by-laws gove
Page 179 and 180: 2.6. Shareholders’ meetings 2.6.1
Page 181 and 182: In 2011, TOTAL’s holdings in Sano
Page 183 and 184: Consolidated Financial Statements T
Page 185 and 186: 2. Consolidated statement of income
Page 187 and 188: 4. Consolidated balance sheet TOTAL
Page 189 and 190: 6. Consolidated statement of change
Page 191 and 192: Non-monetary contributions by ventu
Page 193 and 194: Intangible assets are carried at co
Page 195 and 196: when market data are not directly a
Page 197 and 198: - In June 2011, the IASB issued rev
Page 199 and 200: Since the acquisition date, sales a
Page 201 and 202: 4) Business segment information Fin
Page 203 and 204: For the year ended December 31, 201
Page 211 and 212: Adjustments to net income, Group sh
Page 213 and 214: 7) Other income and other expense F
Page 215 and 216: The net deferred tax variation in t
Page 217 and 218: 11) Property, plant and equipment C
Page 219 and 220: 12) Equity affiliates: investments
Page 221 and 222: In Group share, the main financial
Page 223 and 224: 15) Inventories As of December 31,
Page 225: 17) Shareholders’ equity Number o
Page 229 and 230: The experience actuarial (gains) lo
Page 231 and 232: 19) Provisions and other non-curren
Page 233 and 234: 20) Financial debt and related fina
Page 235 and 236: Bonds after fair value hedge (M€)
Page 237 and 238: Bonds after cash flow hedge and fix
Page 239 and 240: C) Net-debt-to-equity ratio For its
Page 241 and 242: 23) Commitments and contingencies A
Page 243 and 244: guarantees. As of December 31, 2011
Page 245 and 246: 25) Share-based payments A) TOTAL s
Page 247 and 248: condition. This condition states th
Page 249 and 250: - varies on a straight-line basis b
Page 251 and 252: The following table summarizes SunP
Page 253 and 254: 27) Statement of cash flows A) Cash
Page 255 and 256: As of December 31, 2010 (M€) Asse
Page 257 and 258: Assets and liabilities from financi
Page 259 and 260: As of December 31, 2010 (M€) Asse
Page 261 and 262: D) Fair value hierarchy The fair va
Page 263 and 264: As of December 31, 2009 Consolidate
Page 265 and 266: As part of its gas, power and coal
Page 267 and 268: As a result of this policy, the imp
Page 269 and 270: The following table sets forth fina
Page 271 and 272: its assets (as calculated under the
Page 273 and 274: e paid to those affected by the pol
Page 275 and 276: 33) Other information Research and
Page 277 and 278:
The business segments are identifie
Page 279 and 280:
Supplemental oil and gas informatio
Page 281 and 282:
1.3. Proved undeveloped reserves As
Page 283 and 284:
(in million barrels of oil equivale
Page 285 and 286:
Supplemental oil and gas informatio
Page 287 and 288:
1.4.4. Changes in gas reserves Supp
Page 289 and 290:
1.5. Results of operations for oil
Page 291 and 292:
1.6. Cost incurred The following ta
Page 293 and 294:
The standardized measure of discoun
Page 295 and 296:
1.9. Changes in the standardized me
Page 297 and 298:
2011 Natural gas production availab
Page 299 and 300:
TOTAL S.A. The statutory Financial
Page 301 and 302:
To be eligible for this supplementa
Page 303 and 304:
3. Statutory Financial Statements o
Page 305 and 306:
3.3. Statement of cash flow For the
Page 307 and 308:
4. Notes to the Statutory Financial
Page 309 and 310:
4) Other non-current assets A) Chan
Page 311 and 312:
TOTAL shares held by the Group subs
Page 313 and 314:
11) Translation adjustment The appl
Page 315 and 316:
21) Commitments As of December 31 (
Page 317 and 318:
- is equal to 100% if the average R
Page 319 and 320:
D) TOTAL performance share grant Th
Page 321 and 322:
24) Others Compensation for the adm
Page 323 and 324:
5.2. Five-year financial data Share
Page 325 and 326:
6. Consolidated financial informati
Page 327 and 328:
Corporate social responsibility Cor
Page 329 and 330:
TOTAL also hired 3,321 employees on
Page 331 and 332:
1.5. Equal opportunity From recruit
Page 333 and 334:
2.1. Occupational health and safety
Page 335 and 336:
TOTAL particularly monitors hazardo
Page 337 and 338:
The Group has therefore taken proac
Page 339 and 340:
Social and economic development of
Page 341 and 342:
commitment for TOTAL, adopting a pr
Page 343 and 344:
4.3. TOTAL and new energies Althoug
Page 345 and 346:
The selected sites and subsidiaries
Page 347 and 348:
Assurance Opinion Completeness of d
Page 349 and 350:
Glossary A Acreage Areas in which m
Page 351 and 352:
MTO/OCP MTO (Methanols to Olefins)
Page 353 and 354:
Cross reference lists Registration
Page 355 and 356:
17. Employees 17.1. Number of emplo
Page 357 and 358:
Registration Document concordance t
Page 359 and 360:
PEFC/10-31-2043 This brochure is pr
show all

Registration document 2011 - tota - Total.com

Create successful ePaper yourself

Delete template?

Save as template?