Registration document 2011 - tota - Total.com

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11 312 TOTAL S.A. Notes to the Statutory Financial Statements 23) Stock option, restricted share and free share plans A) TOTAL share subscription option plans 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. 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 TOTAL. Registration Document 2011 2003 Plan 2004 Plan 2005 Plan 2006 Plan 2007 Plan 2008 Plan 2009 Plan 2010 Plan 2011 Plan Total Weighted average exercise price 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 TOTAL’s 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 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%. TOTAL S.A. 11 Notes to the Statutory Financial Statements 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 TOTAL’s 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 TOTAL’s 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 Group’s 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 Group’s 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 Group’s 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. Registration Document 2011. TOTAL 313
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Registration Document 2011
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Registration Document 2011 This tra
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Key figures 1. Operating and market
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Sales Adjusted net income (Group sh
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Shareholder base Estimates as of No
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Business overview Business overview
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2. Upstream TOTAL’s Upstream segm
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As of December 31, 2009, TOTAL’s
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2.3. Presentation of production act
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Indonesia 1968 Myanmar 1992 Thailan
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United Kingdom 1962 Middle East U.A
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In Kenya, TOTAL acquired in Septemb
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In the United States, the Group’s
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The next two wells, which were expl
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is expected to be transported to Ru
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- In addition to Alwyn and the Cent
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2.6. Number of net oil and gas well
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Asia Yadana Yadana (Myanmar) Ban-I
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2.9.3. Marketing To unlock value fr
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As of January 2012, TOTAL owns 66%
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3. Downstream The Downstream segmen
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The heavy conversion process of thi
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In Northern, Central and Eastern Eu
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The oil markets had ended 2010 sign
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4.1. Base Chemicals The Base Chemic
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4.1.2. Fertilizers Through its Fren
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5. Investments 5.1. Major investmen
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7. Property, plant and equipment TO
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Finance Refining & Marketing Financ
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Crude Oil Trading Finance Trading &
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Management Report The Management re
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- a Refining & Chemicals segment, a
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1.2.4. Investments - divestments In
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1.6. TOTAL S.A. 2011 results Net in
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2.5. Anticipated sources of financi
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3.6. Environment Environmental issu
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Risk factors Risk factors 4 1. Fina
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Trading & Shipping : value-at-risk
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1.8. Sensitivity analysis on intere
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1.10. Liquidity risk TOTAL S.A. has
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Customer receivables are subject to
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2.2. Management and monitoring of i
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egions, causing substantial decline
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3.4. Activities in Cuba, Iran, Suda
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and service contracts. In 2011, TOT
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4.3. Insurance policy The Group has
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Corporate governance Corporate gove
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Chairman of the Nominating & Govern
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- Permanent representative of Colam
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du Territoire et de l’Action Rég
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- Director of Europalia Internation
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- monitoring the quality of the inf
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6. COMMITTEES OF THE BOARD OF DIREC
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1.5.2. Compensation Committee Rules
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The term of office of the members o
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- examination of ethical issues (co
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1.8. Director independence At its m
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With regard to counterparty risks,
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Variable compensation is determined
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3. General Management 3.1. Manageme
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4.4. Fees received by the statutory
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total gross compensation as Chairma
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Chairman and Chief Executive Office
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The acquisition rate: - is equal to
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5.7.3. Directors’ fees and other
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5.8. TOTAL stock option grants Corp
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If all the outstanding stock option
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Corporate governance 5 Compensation
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The grant of these performance shar
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6. Employees, share ownership 6.1.
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6.3.1. Summary of transactions in t
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TOTAL and its shareholders TOTAL an
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1.2. Share performance TOTAL share
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1.2.7. TOTAL share price over the p
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2.2. Dividend payment BNP Paribas S
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the Board of Directors decided on J
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- delivered to the holders of secur
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4.4. Major shareholders 4.4.1. Chan
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4.6. Shares held by members of the
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However, there are certain exceptio
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6.4. Registered shareholding TOTAL
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Financial information Financial inf
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4. Dividend policy The Company’s
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criminal chamber of the Court of Ap
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In October 2010, the Prosecutor’s
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General information General informa
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delegations of authority granted by
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1.4. Potential share capital as of
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2.3. Provisions of the by-laws gove
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2.6. Shareholders’ meetings 2.6.1
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In 2011, TOTAL’s holdings in Sano
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Consolidated Financial Statements T
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2. Consolidated statement of income
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4. Consolidated balance sheet TOTAL
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6. Consolidated statement of change
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Non-monetary contributions by ventu
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Intangible assets are carried at co
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when market data are not directly a
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- In June 2011, the IASB issued rev
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Since the acquisition date, sales a
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4) Business segment information Fin
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For the year ended December 31, 201
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Adjustments to net income, Group sh
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7) Other income and other expense F
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The net deferred tax variation in t
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11) Property, plant and equipment C
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12) Equity affiliates: investments
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In Group share, the main financial
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15) Inventories As of December 31,
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17) Shareholders’ equity Number o
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As of December 31, 2011, paid-in su
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The experience actuarial (gains) lo
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19) Provisions and other non-curren
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20) Financial debt and related fina
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Bonds after fair value hedge (M€)
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Bonds after cash flow hedge and fix
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C) Net-debt-to-equity ratio For its
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23) Commitments and contingencies A
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guarantees. As of December 31, 2011
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25) Share-based payments A) TOTAL s
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condition. This condition states th
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- varies on a straight-line basis b
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The following table summarizes SunP
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27) Statement of cash flows A) Cash
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As of December 31, 2010 (M€) Asse
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Assets and liabilities from financi
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As of December 31, 2010 (M€) Asse
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D) Fair value hierarchy The fair va
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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
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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: 21) Commitments As of December 31 (
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
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Registration document 2011 - tota - Total.com

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