| – | | Proceedings instituted by governmental authorities are pending or known to be contemplated against certainProceedings instituted by governmental authorities are pending or known to be contemplated against certain U.S.-based subsidiaries of TOTAL under applicable environmental laws that could result in monetary sanctions in excess of $100,000. No individual proceeding is, nor are the proceedings as a whole, expected to have a material adverse effect on TOTAL’s consolidated financial position or profitability. | | | 52 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters Certain R&D initiatives of the Group are set forth below. For additional information on the Group’s R&D, see “Item 5 — G. Research and Development”. In Exploration & Production, in addition to continuously optimizing the development of deep offshore projects and gas resources, TOTAL continues to improve its exploration, seismic acquisition and imagery technologies over the long term as well as those for the initial appraisal of hydrocarbon reservoirs and simulation of field evolution during operations, especially for tight, very deep or carbonate reservoirs. A new direction is being taken to carry out deep offshore operations in even deeper waters, on the one hand, and at greater distances for multiphase production transport, on the other hand, which is fully in line with the ambitious goals of Exploration & Production and supports major technology-intensive assets such as Libra in Brazil. Enhancing oil recovery from mature reservoirs and recovery of heavy oil and bitumen with lower environmental impacts are also subjects involving active research. R&D activity has been intensified in the field of unconventional resources, with a strong focus on water management throughout the production cycle and the search for alternatives to hydraulic fracking. In addition, new technologies for the exploitation of oil shales by pyrolysis are being developed, bothin situ andex situ. The CO2oxycombustion capture and storage project in the depleted Rousse reservoir in Lacq (France) is now in the monitoring phase following the injection phase, which ended in April 2013. The Group now has a strong command of the methods used to characterize reservoirs for this type of injection. New projects will look into new capturing solutions. Finally, R&D continues to devote considerable efforts to technologies for water management associated to the production of hydrocarbons. This subject is now part of a larger program dedicated to sustainable development. In Gas & Power, the program to develop new LNG (Liquefied Natural Gas) solutions is ongoing. 4.2. | Refining & Chemicals segment |
4.2.1. | Refining & Chemicals (excluding Specialty Chemicals) |
The aim of R&D is to support the medium and long-term development of Refining & Chemicals. In doing so, it contributes to the technological differentiation of this business through the development, implementation and promotion of effective R&D programs that pave the way for the industrialization of knowledge, processes and technologies. In line with Refining & Chemicals’ strategy, R&D places special emphasis on the following four major challenges: take advantage of different types of feedstock, optimize the value of assets, continue to develop innovative products, and develop bio-sourced products. The medium-term strategy of the project portfolio and its deployment plan will facilitate Refining & Chemicals’ technological differentiation. To take advantage of different types of feedstock, R&D activities related to the processing of more diversified crudes have increased significantly through a better understanding of the effect that feedstocks have on equipment and processes at the molecular level. R&D is launching ambitious new programs to develop various technologies for producing liquid fuels, monomers and intermediates from gas. R&D is developing know-how and technologies with a view to optimizing the value of assets. Its efforts mainly involve programs focusing on the flexibility and availability of facilities. Advanced modeling of feedstocks and processes helps the units overcome their processing-related constraints and operate in real time with these constraints in mind. Research conducted on catalysts is helping to increase their resistance to poisons, improve catalytic stability and extend cycle time at a lower cost. Programs are being set up to maximize the value of heavy residues. In response to concerns related to social and environmental acceptability, R&D focuses its efforts on reducing emissions, with the aim of ensuring that the facilities’ environmental impact is limited. In anticipation of problems that arise over the long term and the value of CO2, R&D is developing technologies to reduce greenhouse gas emissions through carbon capture and recovery by conversion. Product innovation is a key aspect of research on polymers. R&D draws on its knowledge of metallocenes and bimodality to develop different types of mass consumption polymers which have exceptional properties that allow them to replace heavier materials and compete with technical polymers. Value-added niche polymers are also being developed, whether in the form of blends, compounds or composites. Efforts to diversify into “green” products are focused mainly on bioproducts endorsed by the market: biomonomers, biointermediates and biopolymers. R&D is banking on polylactic acid for the market launch of new polymers that boast improved properties. In addition, the development of blends, compounds and composites broadens the scope of application of polylactic acid-based polymers. With regard to biofuels, R&D has focused its efforts on gasification and coprocessing to produce liquid fuels from biomass. R&D is also particularly mindful of issues related to blends and product quality raised by the use of biomolecules. The efficient use of resources and the management of plastics at the end of their useful life are topics of growing interest. R&D is therefore developing technologies that enable plastics to be used more efficiently as feedstock. 4.2.2. | Specialty Chemicals |
R&D has strategic importance for Specialty Chemicals. It is closely linked to the needs of subsidiaries and industrial customers. Material innovation at Hutchinson is opening up new growth opportunities: development of advanced rubber or thermoplastic formulas, development of new material formulations based on composite structures, or thermal applications. In addition, growth and R&D focus on topics such as weight reduction, more electric vehicles, mechatronics and energy efficiency. Hutchinson set up two new platforms in 2014 within its research center: CTeC dedicated to composite structures, and MHuST dedicated to embedded mechatronic developments. Atotech is one of the world leaders in integrated production systems (chemicals, equipment, know-how and service) for industrial surface finishing and the manufacturing of integrated circuits. Given the environmental challenges related to electroplating, nearly half of Atotech’s R&D projects are intended | | | 2014 Form 20-F TOTAL S.A. | | 53 |
Item 4 - C. Other Matters to develop cleaner technologies and create conditions for the sustainable development of these industries. 4.3. | Marketing & Services segment |
4.3.1. | Marketing & Services |
In 2014, Marketing & Services’ R&D fine-tuned its roadmap in line with its ambitions and revised its internal organization. Two major thematic platforms were identified: reducing the environmental footprint of products and improving the durability of its end users’ equipment. They include the following development work: fuel economy for customers (fuels, lubricants, additives), competitiveness and new offers (lubricants, bitumens, special fluids), anticipation of regulatory developments (marine lubricants, aviation lubricants), and incorporation of bio-sourced molecules (lubricants, racing fuels). Fundamental research provides the ideas necessary for designing and developing breakthrough products, which are one of the objectives that Marketing & Services has set for R&D. International secondments were put in place for the first time to incorporate the best scientific expertise into Marketing & Services’ know-how. The number of international scientific cooperations grew sharply in 2014, and several researchers of foreign nationalities were recruited for the Solaize Research Center. The Technical Center of Asia-Pacific, based in India, yielded results for the first time in 2014, mainly for lubricants, but also for special fluids, bitumens, fuel additives and fuels themselves. It is also the global competence center for textile lubricants and two-wheeled vehicles. In 2014, the development of a newExcellium fuel formulas was completed and the benefits for customers were demonstrated. These developments focused on “engine cleanliness” and incorporate a new detergent technology developed internally. UTAC-CERAM Group’s assessment of theExcellium formula on trucks, in compliance with the Energy Economy Certificate (CEE) protocol, showed a 4% consumption savings. The results produced byExcellium development work also served as basis for the newTotal Traction Premier formulation developed for Total France. In the field of Refining specification additives, new block copolymers were synthesized to improve the cold flow properties of distillates at low temperatures. TheFuel Economy range of lubricants continues to expand with many new products added to comply with the specifications of manufacturers targeted by the Total Lubricants business line in all fields of application (automotive, marine and industries). New marine lubricants for two-stroke engines are being developed to anticipate changes in fuel (very low sulfur in coastal areas) and emissions requirements. Research in lubricants also seeks to drive international development and the growth of the volume of lubricants sold. The number of manufacturers whose engines are being installed on the research center’s engine test benches for the assessment of their lubricants is growing constantly with a peak for German manufacturers in 2014. To meet the challenges of competitiveness, sustainable logistics and geographic development, researchers focused on optimizing bitumen formulas for roads, undertaking studies on the possibility of transporting bitumen in solid form and developing Styrelf formulas in Russia. Work on the formulation and industrialization of a specialty bitumen for industrial application was pursued successfully. The Federal Aviation Administration (FAA) has selected the proposed unleaded Avgas, which will be assessed comparatively with three other competing proposals. With a better understanding of the fluid catalytic production process and its applications, new patent applications were filed. Lastly, thanks to their know-how and responsiveness, the researchers achieved success in racing fuels by developing products suitable for the new Renault V6 Formula 1 engine, particularly fuels containing biohydrocarbons which were instrumental in the victories at the Canadian, Belgian and Hungarian Grands Prix. New Energies’ R&D effort is focused on the solar value chain from silicon to photovoltaic electricity management systems and on the development of biotechnological methods of converting biomass into products for the Group’s markets. In the field of solar energy, R&D is striving to improve SunPower’s methods of producing cells and modules, in order to reduce costs while enhancing their efficiency and reliability. It is also preparing future generation photovoltaic cells within the framework of several strategic partnerships between TOTAL and renowned academic research institutes. In particular, TOTAL is the founding partner of the Ile de France Photovoltaic Institute, an ambitious project set up in the Paris-Saclay campus. Downstream in the solar value chain, R&D is monitoring the development of low-cost stationary storage technologies. It is also preparing solutions for supplying solar power and associated services to residential markets, by developing software tools and algorithms for the intelligent management of domestic electricity production and consumption, but also by integrating and testing systems combining photovoltaics, storage, control of demand as well as pilots for assessing and improving systems and algorithms in contact with customers. With regard to biotechnologies, the Group is developing methods for converting sugars into biofuels and molecules of interest for chemicals, as well as processes for the deconstruction of lignocellulose into sugars. The Group has set up its own laboratories, including a competence center on fermentation and a joint laboratory with Marketing & Services devoted to bio-sourced specialties, and a dedicated research team. This research team manages a network of partnerships with research laboratories and startups in the United States and in Europe. The Group’s leading partner is Amyris, a U.S. company listed on NASDAQ, in which the Group held a 17.23% stake as of December 31, 2014. Environmental issues are important throughout the Group and are taken into account in all R&D projects. R&D’s effort is to ensure optimum management of environmental risk, particularly with regard to: water management, notably by reducing the use of water from natural continental environments and by lowering emissions in compliance with local, national and international regulations; • | | reduction of greenhouse gas emissions by improving energy efficiency and the monitoring of carbon capture and storage and the potential effects of CO2 on the natural environment; |
detection and reduction of discharges into the air and simulation of their dissemination; prevention of soil contamination and regulatory compliance with regard to historical aspects and the remediation of sites; | | | 54 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters changes in the Group’s different products and management of their life cycle, in particular in compliance with the Registration, Evaluation, Authorisation and Restriction of Chemicals Directive (REACH). For more details, refer to “— 7.2. Safety, health and environment information”, below. TOTAL’s main competitors are comprised of national oil companies and international oil companies. The evolution of the energy sector has opened the door to new competitors, increased market price volatility and called the viability of long-term contracts into question. TOTAL is subject to competition in the acquisition of assets and licenses for the exploration and production of oil and natural gas as well as for the sale of manufactured products based on crude and refined oil. In the gas sector, major producers increasingly compete in the downstream value chain with established distribution companies, including those that belong to the Group. Increased competitive pressure could have a significant negative effect on the prices, margins and market shares of the Group’s companies. The pursuit of unconventional gas development, particularly in the United States, has contributed to falling market prices and a marked difference between spot and long-term contract prices. The competitiveness of long-term contracts indexed to oil prices could be affected if this discrepancy persists and if it should prove difficult to invoke price revision clauses. The major international oil companies in competition with TOTAL include ExxonMobil, Royal Dutch Shell, Chevron and BP. As of December 31, 2014, TOTAL ranked fourth among these companies in terms of market capitalization.(1) 6. | Significant changes in the Group’s interests in listed companies in 2012, 2013 and 2014 |
6.1. | TOTAL’s interest in OAO Novatek |
In March 2011, TOTAL signed an agreement in principle to acquire a 12.09% capital interest in OAO Novatek (hereinafter Novatek), a Russian company listed on the Moscow Interbank Currency Exchange and the London Stock Exchange, with both parties intending for TOTAL to increase its stake to 15% within 12 months and to 19.40% within 36 months. TOTAL acquired its 12.09% capital interest in Novatek in April 2011 by purchasing shares from Novatek’s two major shareholders. Further to this transaction, TOTAL is now represented on the Novatek Board of Directors. TOTAL raised its stake to 14.09% in December 2011, by acquiring an additional 2% capital interest in Novatek from its two major shareholders, in the framework of the agreement concluded in March 2011. In 2012, 2013 and 2014, TOTAL proceeded to the acquisition of shares in Novatek on a gradual basis. As of December 31, 2014, TOTAL held, through its subsidiary Total E&P Holdings Russia, 553,878,690 shares out of a total of 3,036,306,000 outstanding shares, representing 18.24% of Novatek’s share capital and voting rights. 6.2. | TOTAL’s interest in SunPower |
In April 2011, SunPower, an American company listed on the NASDAQ, and TOTAL signed a strategic agreement for the acquisition by TOTAL, through a friendly takeover bid, of 60% of SunPower’s outstanding shares for a price of $23.25 per share, totaling around $1.4 billion. The friendly takeover bid was concluded successfully in June 2011. TOTAL also signed in 2011 a five-year financial guarantee agreement with SunPower for a maximum amount of $1 billion, as well as a liquidity support agreement for a maximum amount of $600 million that expired on March 11, 2014. In January 2012, TOTAL’s interest in SunPower increased to 66% as the result of a capital increase coinciding with the Tenesol transaction. As of December 31, 2014, TOTAL held, through its subsidiary Total Energies Nouvelle Activités USA S.A.S, 78,576,682 shares out of a total of 131,466,777 outstanding shares, representing 59,77% of SunPower’s share capital and voting rights. 6.3. | TOTAL’s interest Sanofi |
In fiscal year 2012, TOTAL sold the remainder of its holding in Sanofi, held indirectly through its subsidiary Elf Aquitaine. 7. | Social and environmental information |
TOTAL puts Corporate Social Responsibility (CSR) at the heart of its activities and adheres to the following principles: to protect the safety of people and its facilities; to limit its environmental footprint; to ensure that its Code of Conduct is applied in its spheres of operations; to incorporate the challenges of sustainable development in the exercise of its activities; to increase its local integration by placing dialogue with its stakeholders at the heart of its policy and contributing to the economic and social development of the regions where the Group has operations; and to promote equal opportunities and foster diversity and cultural mix among its personnel. TOTAL follows the IPIECA (the global oil and gas industry association for environmental and social issues) reporting guidance and the GRI (Global Reporting Initiative). More details on these reporting frameworks can be found on the Group’s website (csr-analysts.total.com). TOTAL’s CSR performance is measured by non-financial rating agencies. TOTAL has been included continuously in the FTSE4Good index (London Stock Exchange) since 2001 and in the Dow Jones Sustainability Indexes (DJSI — New York Stock Exchange). In 2014, TOTAL was listed in the DJSI World for the eleventh consecutive year and has been the only major in this index since 2010. TOTAL has also been listed in the DJSI Europe since 2005. The data provided in this section are provided on a current-scope basis. | | | 2014 Form 20-F TOTAL S.A. | | 55 |
(1) | Based on market capitalization (in dollars) as of December 31, 2014. |
Item 4 - C. Other Matters The quantitative information set out below regarding TOTAL’s employees worldwide covers all the entities consolidated under the global integration method. However, some of the data comes from the Worldwide Human Resources Survey (WHRS), which uses almost one hundred indicators to measure the important factors of the Group’s employee policy. This annual survey is performed on a sample of employees from the consolidated companies, representative of their distribution by business segment and region; when such WHRS data is mentioned in this document, reference is made to this sample, which represents 91% of the Group’s headcount in 2014 (90% in 2013 and 82% in 2012). 7.1.1.1. | Group employees as of December 31, 2014: Refer to “Item 6 — D.1. Group employees”, below. |
7.1.1.2. | Employees joining and leaving TOTAL: Refer to “Item 6 — D.1. Group employees”, below. |
7.1.1.3. | Compensation:Refer to “Item 6 — B. Compensation — Approach to overall compensation”, below. |
7.1.2. | Organization of work |
Health Safety Environment Quality CharterThe average work week is determined by applicable local law. It is less than forty hours in most of the subsidiaries in Europe, Japan, Qatar and Australia. It is forty hours in the United States, China, Canada and most Asian and African countries. It is longer in Latin America (Argentina, Mexico, Brazil), in Turkey and in some Asian (India, South Korea) and African countries (South Africa, Equatorial Guinea, Morocco).
Depending on current local law, there are several programs that aim to create a better balance between work and private life and/or to encourage equal career opportunities. In France, teleworking was introduced in 2012. As of December 31, 2014, there were 346 teleworkers in the WHRS France perimeter, 36% of whom were men. | | | | | | | | | | | | | | | WHRS 2014 | | | WHRS 2013 | | | WHRS 2012 | | % of companies implementing part-time work | | | 50 | %(a) | | | 63 | %(b) | | | 69 | %(b) | % of employees, within these companies, working part-time following their request | | | 6 | % | | | 5.2 | % | | | 5 | % | % of companies offering the option of teleworking | | | 16 | %(a) | | | 22 | % | | | 19 | % | % of employees involved in teleworking of those given the option | | | 2.1 | % | | | 2.3 | % | | | 2 | % |
(a) | Since 2014, only companies implementing part-time work following employee requests are included. |
(b) | The reduction in this percentage from 2012 to 2013 was due to the difference in the scope of the WHRS. |
The sickness absenteeism rate is one of the indicators monitored in the WHRS: | | | | | | | | | | | | | | | WHRS 2014 | | | WHRS 2013 | | | WHRS 2012 | | Sickness absenteeism rate | | | 2.3 | % | | | 2.5 | % | | | 2.6 | % |
7.1.3. | Dialogue with employees |
TOTAL’s employees and their representatives have a privileged position and role among the numerous stakeholders with which the Group has and intends to develop regular dialogue (see also “— 3.1. TOTAL’s societal approach”, below). In countries where employee representation is not required by law (for example in Myanmar and Brunei), TOTAL strives to set up such representation. There are therefore employee representatives in the majority of Group companies, most of whom are elected. The subjects covered by dialogue with employees vary from company to company, but there are common major themes such as health, safety, work time, compensation, training and equal opportunity. As in 2013, organizational changes were carried out in the Group in 2014 in consultation with employee representatives, such as the creation of a new entity (Total Global Services) dedicated to shared IT and telecommunications services, in order to optimize costs while improving the quality of services provided to users. These changes paved the way for a constructive social dialogue, leading to agreements such as that regarding commitments in the context of the proposed disposal of Totalgaz and its subsidiaries. In France, within the scope of the Common Social Framework (approximately 19,000 employees), thirty-one agreements were signed with employee representatives in 2014, covering in particular supplemental health insurance, life insurance, teleworking and compensation systems. | | | | | | | | | | | | | | | WHRS 2014 | | | WHRS 2013 | | | WHRS 2012 | | % of companies with employee representation | | | 75.5 | % | | | 71.6 | %(a) | | | 79.9 | % | % of employees covered by collective agreements | | | 67.8 | % | | | 67.0 | % | | | 67.7 | % |
(a) | The reduction in this percentage from 2012 to 2013 was due to the differences in the scope of the WHRS. |
TOTAL maintains an ongoing dialogue with employees on a European scale through negotiations with European trade union federations. Several agreements have been signed, including, for example, the convention on labor relations and equal opportunities that aims to set up a common social platform applicable to all the Group’s European entities. A single Work Committee representing European personnel has been set up at the Group-wide level in order to inform employees and hold discussions on the Group’s strategy, its social, economic and financial situation, as well as questions of sustainable development, CSR and safety on a European scale. It also examines any significant proposed organizational change concerning at least two companies in two European countries, to express its opinion, in addition to the procedures initiated before the national representative bodies. In addition, every other year TOTAL carries out an internal survey (Total Survey) amongst its employees to gather their views and | | | 56 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters expectations with regard to their work situation and perception of the Company, locally and as a Group. The results of the survey conducted in 2013 amongst more than 70% of the Group employees, on 498 sites in 118 countries, show that they have a commitment rate of 73% and that 85% of them are proud to work for TOTAL. The next survey will be conducted at the end of 2015. Negotiations aimed at reaching a global agreement on Corporate Social Responsibility (CSR) were held in 2014 and resulted in the signing of an agreement on January 22, 2015 with IndustriALL Global Union (IGU). This agreement marks a new stage in the development of the Group’s social dialogue, which started many years ago at the European level (ten years of European negotiations, more than fifteen years through the European Committee) and strengthens the Group’s commitment as a responsible employer. By signing this agreement with IndustriALL Global Union, TOTAL is committing to maintain minimum CSR standards and guarantees in all its activities worldwide (companies in which the Group has more than a 50% stake): human rights at work, occupational health and environmentsafety, strengthening of the social dialogue, life insurance, professional equality, social responsibility, assisting in the Group’s evolution. The implementation of this agreement will be monitored annually with representatives who are members of trade unions affiliated with IndustriALL Global Union and appointed by this federation. The Group has four priorities in the field of training: sharing TOTAL’s corporate values, in particular with respect to corporate HSE and ethics; increasing key skills in all business areas and maintaining a high level of operating performance; promoting employees’ integration and career development through induction, management and personal development training; and supporting the policy of diversity and mobility within the Group through language and inter-cultural training. The Group’s efforts in the field of training continued in 2014 (78% of employees followed at least one training course) and, within the scope of the WHRS, 380,000 days of training were offered for a total training budget of about€235 million. Technical training or training that meets the specific activity needs are implemented by the operational business divisions in order to better meet the needs of personnel. In 2014, the Group provided further HSE training, with programs focusing on HSE culture (refer to “— 7.2.2. Environmental protection — 7.2.2.1. General policy”, below). This year also marked an acceleration in the development of managerial programs abroad, particularly to strengthen equal career opportunities in the Group. Moreover, the Group has continued the large-scale deployment of business-specifice-learning modules and cross-functional programs on diversity, compliance, competition law, knowledge of the oil and gas chain, etc. In 2014, 30,000 people attended at least one module. Total University offers Group integration programs as well as courses aimed specifically at developing leadership among managers and executive officers. In addition, Total University presents special theme-based conferences, some of which are open to those outside the Company. These conferences cover strategic topics in the field of energy ranging from technologies to geopolitics and societal issues. | | | | | | | | | | | | | Average number of training days/year per employee (excluding “Companion” apprenticeships and e-learning) | | WHRS 2014 | | | WHRS 2013(a) | | | WHRS 2012(a) | | Group average | | | 4.2 | | | | 4.0 | | | | 4.3 | | By segment | | | | | | | | | | | | | Upstream | | | 10.4 | | | | 10.7 | | | | 9.6 | | Exploration & Production | | | 10.8 | | | | 11.2 | | | | 10.1 | | Gas & Power | | | 2.6 | | | | 2.3 | | | | 5.3 | | Refining & Chemicals | | | 3.5 | | | | 2.9 | | | | 3.2 | | Refining & Chemicals | | | 3.6 | | | | 2.9 | | | | 3.2 | | Trading & Shipping | | | 1.4 | | | | 1.6 | | | | 1.7 | | Marketing & Services | | | 2.2 | | | | 2.7 | | | | 3.3 | | Marketing & Services | | | 2.9 | | | | 3.4 | | | | 3.7 | | New Energies | | | 0.3 | | | | 0.6 | | | | 1.6 | | Corporate | | | 6.0 | | | | 5.5 | | | | 4.7 | | By region | | | | | | | | | | | | | Africa | | | 7.6 | | | | 8.6 | | | | 8.4 | | North America | | | 3.1 | | | | 3.0 | | | | 6.1 | | Latin America | | | 5.3 | | | | 4.1 | | | | 3.6 | | Asia-Pacific | | | 4.6 | | | | 4.1 | | | | 5.2 | | Europe | | | 3.5 | | | | 3.2 | | | | 3.4 | | Middle East | | | 6.9 | | | | 9.4 | | | | 5.2 | | Oceania | | | 0.1 | | | | 2.3 | | | | 2.9 | | French Overseas Departments and Territories | | | 1.6 | | | | 2.2 | | | | 2.4 | | Breakdown by type of training given | | | | | | | | | | | | | Technical | | | 35 | % | | | 34 | % | | | 35 | % | Health, Safety, Environment, Quality (HSEQ) | | | 21 | % | | | 22 | % | | | 26 | % | Language | | | 14 | % | | | 16 | % | | | 14 | % | Other (management, personal development, inter-cultural, etc.) | | | 30 | % | | | 28 | % | | | 26 | % |
(a) | 2012 and 2013 data was restated to exclude “Companion” apprenticeships. |
| | | 2014 Form 20-F TOTAL S.A. | | 57 |
Item 4 - C. Other Matters TOTAL is an international Group in terms of both its operations and its team members. The diversity of its employees and management is crucial to its competitiveness, its innovative capacity, its attractiveness and its acceptability. For this reason, TOTAL develops its employees’ skills and careers and prohibits any discrimination related to origin, gender, sexual orientation, disability, age or affiliation with a political, labor or religious organization. In addition to non-discrimination and respect for differences, the Group promotes proactive behaviors that enable everyone to feel welcome as well as an integral part of the Company. This diversity entails a commitment at the ground level along with leadership at the highest level. Each entity is responsible for defining its own areas of focus based on the legal context and its requirements. Two areas are managed at the global level: gender diversity: offering women and men the same career opportunities; nationalities: offering all employees the same career opportunities regardless of their nationality. Since 2004, the Group’s Diversity Council, chaired by a member of the Executive Committee, has overseen activities with a view to increasing the number of women employees, local employees and international employees up to the highest levels of management. To this end, indicators and quantified goals are in place. The Group’s target for 2020 is to have women represent 25% (they were 5% in 2004 and 17.6% in 2014) and non-French nationals 40% (they were 19% in 2004 and 27.2% in 2014) of the executive officers. 7.1.5.1. | Equal treatment for men and women |
In addition to the various collective agreements embodying its commitment to equal treatment of men and women, TOTAL signed in 2010 the Women’s Empowerment Principles — Equality Means Business (unglobalcompact.org), set out by the United Nations Global Compact. The Group intends to further foster gender diversity in all the Group’s professions and enable women to gain access to all levels of responsibility on equal terms with their male counterparts. In this regard, the Diversity Council monitors the following indicators: | | | | | | | | | | | | | % of women | | 2014 | | | 2013 | | | 2012 | | In recruitment on open-ended contracts | | | 33.2% | | | | 35.9% | | | | 31.0% | | Employees in management recruitment/JL(1)³10 | | | 27.6% | | | | 29.2% | | | | 27.0% | | Employees | | | 31.1% | | | | 30.8% | | | | 30.0% | | Employees in management/JL³10 | | | 24.5% | | | | 23.9% | | | | 23.5% | | Senior executives | | | 17.6% | | | | 17.0% | | | | 16.3% | |
(1) | JL: the level of the job position according to the Hay method. JL10 corresponds to junior managers. |
TOTAL also participates in the Boardwomen Partners program, which aims to significantly increase the proportion of women on Boards of Directors in large European companies. Following the 2014 Shareholders’ Meeting, women accounted for 38.5% of TOTAL S.A.’s Board members, compared with 33% at year-end 2013. The Group also shows its commitment through agreements or provisions relating to access to employment, maternity and paternity leave, child care facilities, working conditions, balancing work and family responsibilities (agreement on teleworking signed in 2013) and managing dual careers. In addition, the Group offers women the opportunity to share and discuss through TWICE (Total Women’s Initiative for Communication and Exchange), created in 2006. The aim of this network is to promote career development for women and train and educate men and women about gender equality, in line with TOTAL’s gender diversity strategy. This initiative is currently in place in France and around the world (Angola, Belgium, Cameroon, Canada, China, Gabon, Germany, Indonesia, Italy, Nigeria, Republic of the Congo, Singapore, United Arab Emirates and United States) and has over 3,400 members. TWICE offers a mentoring program that supports women in their professional development by helping them better negotiate the key phases of their career, deepen their self-exploration and expand their network. This program is currently deployed internationally with 113 mentee/mentor pairs for the 2014 campaign. 7.1.5.2. | Internationalization of management |
With employees representing over 140 nationalities, TOTAL enjoys broad cultural diversity, and strives to reflect this at all levels of the Company and across all business segments. The Group’s companies recruit for diverse activities and professions usually with a large technical component, and strive to prioritize local recruitment. In 2014, 76% of managers recruited were of non-French nationality, representing close to ninety different nationalities. Several measures have been put in place to internationalize management, including harmonizing Human Resources practices (for example with regard to hiring and annual appraisals), increasing the number of foreign postings for employees of all nationalities, and integration and development training organized by large regional hubs (Houston, Johannesburg, Singapore, etc.). | | | | | | | | | | | | | % of employees of non-French nationality | | 2014 | | | 2013 | | | 2012 | | In recruitment on open-ended contracts | | | 90.5% | | | | 90.0% | | | | 88.2% | | Employees in management recruitment/JL³10 | | | 75.8% | | | | 73.1% | | | | 71.4% | | Employees | | | 67.8% | | | | 66.6% | | | | 64.4% | | Employees in management/JL³10 | | | 61.2% | | | | 60.9% | | | | 59.3% | | Senior executives | | | 27.2% | | | | 26.2% | | | | 24.6% | |
7.1.5.3. | Measures promoting the employment and integration of people with disabilities |
For over twenty years, TOTAL has set out its disability policy in France through successive agreements signed with employee representatives to promote the employment of workers with disabilities. While promoting the direct recruitment of disabled people and cooperation with the sector for disabled workers, TOTAL also takes various types of action: in-house: integration, professional training, job retention, communication, awareness sessions organized for managers and teams, Human Resources managers, etc. externally: cooperation with recruitment agencies, information and advertising aimed at students, attendance at specialized recruitment forums, etc. In continuation of the work already undertaken, three new framework agreements, signed for three years (2013-2015) with the French representative unions, set out TOTAL’s policy in France with regard to integrating people with disabilities into the work world. In 2014, the average employment rate was 4.27% (direct and indirect employment). | | | 58 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters 7.1.5.4. | Measures promoting non-discrimination and diversity |
In addition to basing its recruitment policy on the principle of non-discrimination, TOTAL is involved in a number of initiatives to promote diversity. In France, the Group is in particular a partner in the action taken by Institut Mécénat-Solidarité (IMS)-Entreprendre pour la Cité, with a view to facilitating the integration of young graduates into the workplace. The Total Foundation also works alongside several associations that help young graduates from disadvantaged backgrounds to find jobs or support them in further education. In 2014, the Group also signed the LGBT (lesbian, gay, bisexual and transgender) Charter. This document, prepared by the L’Autre Cercle association, establishes a framework for combating discrimination related to sexual orientation and gender identity in the workplace in France. 7.2. | Safety, health and environment information |
TOTAL relies on the charter below, which was adopted in 2000 and updated in 2009.2009 and 2014. This charter now covers the following areas: safety, security, health, the environment, quality and social commitment. It represents the common framework of the Group’s HSE and Quality management systems.systems in these areas. Group directives define the minimum requirements expected in the different HSE areasthese fields and are implemented in the business segments, which subsequently factor in the specific characteristics of their operations. Recommendations, guides and manuals are regularly published and made available to the different business segments. They provide invaluable guidance and support for implementing and managing the Group’s policies. Safety Health Environment Quality Charter In accordance with its Code of Conduct, TOTAL has based its policy in matters pertaining toadopted the following principles concerning safety, security, health, safety, the environment, quality and quality on the following ten principles:societal commitment: Article 1:1:TOTAL considers personalholds safety, security, health, and safety, operational safety, respect for the environment, customer satisfaction, and listening to all stakeholders by way of an open dialogue, as paramount priorities. Article 2:2:TOTAL strives to complycomplies with all applicable laws and regulations wherever it conducts its business and supplements them with specific requirements and commitments when appropriate, with its own specific requirements.necessary. Article 3:3:TOTAL promotes, among its employees a shared culture which the core components are professionalism, the rigorous compliance and application of which areregulations, skills management, incident feedback information and dialogue.continuous learning. This process is driven byapproach relies on the leadershipvigilance and exemplary conductcommitment of management.all. Article 4: TOTAL favors the selection of its industrial4:Each and business partners on the basis of their ability to comply with its health, safety, environment and quality policy. Article 5: TOTAL implements, for all its operations, appropriate management policies regarding health, safety, environment and quality risks which are regularly assessed. No project development or product launch may be undertaken without a risk assessment covering the entire life of the project or product.
Article 6: Appropriate health, safety, environment and quality management systems for each line of business undergo regular assessment involving measuring the performance, setting milestones, formulating relevant action plans and instituting suitable control procedures.
Article 7: In order to respond effectively in the event of accidents, TOTAL equips itself appropriately and establishes emergency procedures that are periodically reviewed and regularly tested during exercises.
Article 8: All employees,every team member, at all levels, must be aware of their role and personal responsibility in performingthe practice of their duties, giving due consideration toduties. Individuals must demonstrate the prevention of risks ofstrictest discipline in preventing accidents harm toand deliberate damage; in protecting health, environmental damage or adverse impacts onthe environment and product and service quality. Vigilancequality whilst addressing stakeholder expectations. Rigor and professionalismexemplarity in these fields are important criteria in evaluating the performance of each member of personnel, in particular for those in positions of responsibility.
Article 9: In matters5:TOTAL favors the selection of industrial and business partners on the basis of their ability to apply policies similar to its own concerning safety, security, health, safety,the environment, quality and quality, TOTAL adopts a constructive attitude based on open dialogue with stakeholders and outside parties. Through its social commitment, it focuses on developing its business in harmony with the neighboring communities.societal measures. Article 10:6:TOTAL monitorsimplements, for all of its operations, appropriate management policies regarding safety, security, health, the environment, quality, societal commitment and controls the Group’sa periodic risk assessment of relevant policies and measures. Any development of a project or launch of a product is undertaken upon full lifecycle risk assessment. Article7:Appropriate safety, health, environmental, quality and societal commitment management systems for each business undergo regular assessment involving measurement of performance setting milestones, formulating relevant action plans and instituting suitable control procedures. Article8:TOTAL implements incident response plans and means of intervention designed to face different types of events it may encounter. Such measures are periodically updated and reviewed during exercises. Article9:TOTAL is committed to managing its energy consumption, greenhouse gas emissions in natural environments (water, air and soils), production of ultimatefinal waste, use of natural resources and impact on biodiversity. The GroupIt develops new processes, products and customer services in order to enhance energy efficiency and reduce environmental footprints. The Groupfootprint. Article10:TOTAL adopts a constructive attitude towards safety, security, health, the environment and quality, based on transparency and an open dialogue with stakeholders and outside parties. Through its societal commitment, TOTAL is engagedparticularly keen on contributing to the sustainable development of neighboring communities, with a focus on human, economic and social issues. It conducts its operations in researchsuch a way as to responsibly ensure security, in compliance with the Voluntary Principles on Security and development for additional energy resources. TOTAL thus actively contributes to Sustainable Development.Human Rights. | | | 2013 Form 20-F TOTAL S.A. | | 51 |
Item 4 - Other Matters
The Industrial Safety department and the Sustainable Development and Environment department, together with the Security department, report to Corporate Affairs and provide support to the segments and ensure that they implement policies that reflect the principles of the charter in a concrete, effective manner. In accordance with oil and gas industry best practices (set out in the IPIECA reporting guidance), the following health, safety and environment information relates to the activities, sites and industrial assets that TOTAL operates or for which it has been given contractual responsibility for managing operations, directly or through one of its subsidiaries.companies. An exception is made for information concerning greenhouse gases, which is also expressed as a Group share of all assets in which TOTAL has a stake. The data presented in this section are provided on a current scope basis. For instance, data relating to SunPower, in which the Group holds a 64.65% interest, were taken into account from 2012. Occupational health and safety
7.2.1. | Occupational health and safety |
For many years, now, the Group has been developing ana normative HSE normative framework. In this respect, directives have been drawn up for occupational health and safety. These directives set out TOTAL’s requirements in these areas for personnel working on its sites. In 2013, the three business segments increased their efforts in terms of the reference frameworks of the HSE management systems in order to provide greater overall consistency, while at the same time respecting the businesses’ specific characteristics. | | | 2014 Form 20-F TOTAL S.A. | | 59 |
Item 4 - C. Other Matters Indicators are used to measure the main results in these areas and monthly reporting of occupational incidents is used to monitor performance at both the global and site level. The Group does not differentiate between the safety of its employees and thatemployees of external contractors.contractors (as defined in “— 7.5. Reporting scopes and method for social and environmental information”, below). The indicators below include incidents and hours worked by Group Employeesthe Group’s employees and contractors working on its sites.those of external contractors. | | | | | | | | | | | | | | | 2013 | | | 2012 | | | 2011 | | LTIR(a): number of lost time incidents per million hours worked | | | 0.9 | | | | 1.0 | | | | 1.3 | | TRIR(b): number of recorded incidents per million hours worked | | | 1.6 | | | | 1.8 | | | | 2.2 | | SIR(c): average number of days lost per lost time incident | | | 32.0 | | | | 27.2 | | | | 23.9 | |
| | | | | | | | | | | | | | | 2014 | | | 2013 | | | 2012 | | TRIR(a): number of lost time injuries per million hours worked | | | 1.3 | | | | 1.6 | | | | 1.8 | | LTIR(b): number of recorded injuries per million hours worked | | | 0.7 | | | | 0.9 | | | | 1.0 | | SIR(c): average number of days lost per lost time injury | | | 29.7 | | | | 32.0 | | | | 27.2 | |
(a) | LTIR: Lost TimeTRIR: Total Recordable Injury Rate.
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(b) | TRIR: Total RecordableLTIR: Lost Time Injury Rate.
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(c) | SIR: Severity Injury Rate. |
For more than ten years, the TRIR and the LTIR have declined continuously. In 2014, the TRIR for TOTAL employees was 1.1 compared with 1.3 in 2013, and the TRIR for the employees of external contractors was 1.5 in 2014 compared with 1.7 in 2013. The 2014 severity injury rate increaseddecreased compared to 2013. The increase in 2013 compared with the previous year. Thisto 2012 was particularly apparent in the Upstream segment, whererelated to a single event led to the death of four people (see below) and an extended absence from work for fourteen other employees, and in Marketing & Services, where the inclusion in reporting for France of work carried out at service stations had a significant impact on the increase in the segment’s severity rate. In Refining & Chemicals, however, this indicator decreased slightly. The impact on the severity injury rate of the increase in the activities of Exploration & Production and security-related accidents, especially in Marketing & Services, is also being closely monitored. In 2013, the Group experienced eleven accidents that led to fifteen fatalities, including a tragic helicopter accident that resulted in the extended absence from work of fourteen employees.
On October 20, 2014, an airplane accident upon takeoff from an airport in Russia resulted in the death of four contractors. This accident occurred in late August inMr. de Margerie and the North Sea, off the coast of the Shetland Islands, when eighteen people were being carried from an offshore drilling rig by helicopter.crew members. An investigation is being conductedwas undertaken by the competent BritishRussian authorities (AAIB)(MAK) together with experts from the French Office of Investigations and Analysis (Bureau d’Enquêtes et d’Analyses—BEA). Its findings will not be known for several months. In 2014, the Group experienced nine accidents that led to nine fatalities. The number of fatalities per million hours worked (Fatality Incident Rate) calculated over a 3-yearthree-year rolling basis however, shows a downward trend: 0.030 in 2011;is as follows: 0.025 in 2012; 0.022 in 2013 and 0.0210.024 in 2013.2014. The Group’s safety efforts are focused at the same time on preventing major accidents and accidental spills (refer to “—7.2.2.3. Incident risk”, below, and “Item 3 — C. Risk Factors”, above), occupational accidents (see below) and transport accidents (refer to “— 7.3.3. Controlling the impact of the Group’s activities”, below). They cover both TOTAL employees and employees of external contractors. These efforts are coordinated by the Group’s Industrial Safety Division and put into practice by the Group’s entities, particularly the HSE departments. Since 2010, the basic rules to be scrupulously followed by all personnel, employees and contractors alike, in all of the Group’s lines of business worldwide, have been set out in a safety document entitled “Safety at work:Work: TOTAL’s golden rules”Twelve Golden Rules”. According to the Group’s internal statistics, in more than 90%80% of severe incidents or near misses with high severity potential in the workplace, at least one of the golden rulesGolden Rules had not been followed. The roll-out of the golden rules was accompanied by an awareness campaign in 2011 and 2012 to ensure that all employees know and understand these rules. The proper application of these golden rules,Golden Rules, and more generally of all occupational safety procedures, is verified through site visits and internal audits. World Day for Safety at Work on April 28, 2015 will be dedicated to the Golden Rules and will be an opportunity to assess their dissemination and knowledge in the field five years after their introduction. Regular presentations and seminars are also organized with the employee representatives on the European Works Council to promote the goldenthese rules. In 2013, a worldwide safety campaign was launched in connection with the World Day for Safety and Health at WorkGroup in eighteen languages on the theme of commitment to safety: “TOTAL commitment for me, for you, for all”. This campaign, launched in eighteen languages, is expected to continue for several more years. Moreover, the reporting of anomalies (959,000 in 2014) and near misses is strongly encouraged and monitored. The ability of each employee to identify anomalies or dangerous situations is a measure of the personnel’s involvement and vigilance in accident prevention which alsoand reflects the safety culture level.level within the Group. In order to strengthen this safety culture level, the reporting of anomalies and best practices was chosen as the theme of World Day for Safety at Work in 2014. An investigation is generally launched in response to any type of accident whatsoever. The method and depth of investigation depend on the actual or potential severity level. For example, a near miss with a high severity potential level is treated in the same way as a severe incident: its analysis is considered to be a key driving force for progress and, depending on its relevance to the Group’s other business units or business segments within the Group,entities, triggers a safety alert and even the dissemination of a feedback report. The Group’s directives are equally demanding with regard to employee health. In particular, the Group’s companies are expected to prepare a formal occupational risk assessment (chemical, physical, biological, ergonomic or psychosocial), create a risk management action plan and ensure medical monitoring of staff in line with the risks to which they are exposed. Two main indicators are monitored yearly: | | | 2013 | | 2012 | | 2011 | | | 2014 | | 2013 | | 2012 | | Percentage of companies included in the Worldwide Human Resources Survey offering employees regular medical monitoring | | | 95% | | | | 98% | | | | 96% | | | Percentage of companies included in the WHRS offering employees regular medical monitoring | | | | 97% | | | | 95% | | | | 98% | | Number of occupational illnesses recorded in the year (in accordance with local regulations) per million hours worked | | | 0.68 | | | | 0.86 | | | | 0.87 | | | | 0.81 | | | | 0.68 | | | | 0.86 | |
In 2013,2014, there was an 18% decreasea 23% increase in recorded illnesses compared to 20122013 with respect to the main occupational illnesses identified at TOTAL: Musculoskeletal disorders, the main cause of occupational illness, representing 42%57% of all recorded illnesses.illnesses in 2014. This figure decreasedincreased by 12%65% compared with 2012 due to the implementation of a2013, proving that specific action planplans to control risk and improve working conditions, particularly in Hutchinson’s operations;must be maintained over the long-term. | | | 52 | | TOTAL S.A. Form 20-F 2013 |
Item 4 - Other Matters
Illnesses related to asbestos exposure, which decreased by 33%10% compared with 2012,2013, in line with the continuous decline over several years due to the absence of recent exposure;exposure. Illnesses related to noise exposure. A Medical Advisory Committee meets regularly to discuss key health issues that may affect the Group. It consists of external scientific experts and brings together TOTAL’s management team and those at the Group affected by these issues. This Committee, which provides scientific monitoring of health problems that could impact the Group, enables the best health protection strategies to be put in place, when necessary. In support of the Group’s health policy on preventing occupational illnesses and to complement the periodic medical surveillance scheme currently in place, TOTAL set up an employee health observatory which is responsible for keeping track over the long term of any medical conditions potentially affecting employees based on employee category. This program can help to identify the emergence of certain health problems and, if applicable, suggestingsuggest and overseeingoversee the appropriate preventive actions. By the end of 2013, thirteen2014, fourteen of the Group’s | | | 60 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters sites in Europe had signed up for the observatory, which monitors approximately 10%13% of the Group’s employees.employees worldwide. At the same time, eight French sites give their employees a questionnaire to complete when they have periodic medical check-ups, which are used to measure the impact of the reaction to the stress factors to which they may be exposed. On a broader level, TOTAL is associated with promoting individual and collective health in the countries where it operates (including flu vaccination campaigns and prevention and screening programs for certain diseases, such as AIDS, cancer and malaria, for employees, their families and local communities). Awareness campaigns relating to lifestyle risks in particular have also been in place for several years (including, for example, anti-smoking and anti-drinking campaigns, musculoskeletal disorder prevention programs)..Through its Exploration & Production and Marketing & Services activities, TOTAL is present in West Africa, which has been affected by an Ebola epidemic since March 2014. The Group has set up a special steering committee tasked with coordinating efforts with support from an international network of doctors and in conjunction with national and international health authorities. At the Group’s companies located in the affected countries, measures have been taken to inform employees about the disease and prevent and detect it in order to provide them with a high level of protection. Environmental protectionTOTAL decided to give€500,000 to the French Red Cross to help fight the epidemic. The agreement allows the French NGO and its national counterparts to develop emergency programs in Guinea, Liberia and Sierra Leone, the three countries most affected by the virus. The financial support provided by TOTAL is evenly distributed among the three countries.
To the Group’s knowledge, none of TOTAL’s employees or their family members have been infected by the Ebola virus to date. •7.2.2. | Environmental protection |
The main Group entities have Health, Safety and Environment (HSE)HSE departments or units that ensure compliance with both relevant local regulations and internal requirements. In all, over 9801,000 full-time equivalent positions dedicated to environmental matters were identified within the Group in 2013.2014. The Group steering bodies, led by the Sustainable Development and Environment department, have a threefold task: | – | | monitoring TOTAL’s environmental performance, which is reviewed annually by the Executive Committee, for which multi-annual improvement targets are set; in conjunction with the business segments, handling the various environment-related subjects under their responsibility; and promoting the internal standards to be applied by the Group’s business units as set out in the charter. The Group’s environmental performances, which are reviewed annually by the Management Committee and presented before the Executive Committee, for which multi-annual improvement targets are set; |
| – | | in conjunction with the business segments, handling the various environment-related areas under their responsibility; and
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| – | | promoting the internal standards to be applied by the Group’s business units as set out in the charter.
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New objectives, which were setredefined in part at the beginning of 2013 for the period up to 2017.2017, are as follows:
In-house, TOTAL also promotes compliancedecrease flaring by 50% from 2005 to 2014 (excludingstart-ups);
improve the energy efficiency of its environmental management systems with ISO 14001. Group installations by 1.5% on average per year from 2012 to 2017; decrease greenhouse gas emissions (GHG) by 15% from 2008 to 2015; obtain the Total Ecosolutions label for more than 50 products or services by 2015; • | | develop a Biodiversity Action Plan by 2015 for all Group industrial sites(1) located in a UICN(2) I to IV or Ramsar convention protected area; |
decrease by 40% the volume of hydrocarbons discharged in the Group’s onshore and coastal wastewater from 2011 to 2017; • | | decrease Group SO2 emissions by 20% from 2010 to 2017; and |
• | | certify ISO 14001 all of TOTAL’s production sites(3) by 2017. |
In 2013, 3142014, 305 sites operated by the Group were ISO 14001-certified (compared to 305314 in 2012)2013), out of a total of 858819 operated sites. The objective for 2017goal is to achieveobtain certification for all production sites producing overthat emit more than 10 kt of CO2 eq emissionsGHG per year. The policyIn 2014, 100% of allowingthe 79 production sites in this situation were certified. In addition, two new or recently acquired sites were concerned by the Group’s policy to allow two years to achieve certification will continue to apply. At year-end 2013, 100% of the eighty-four sites meeting these conditions were ISO 14001 certified and one site that started up less than two years ago has scheduled its certification for 2014.obtain certification. The environmental risks and impacts of any planned investment, disposal or acquisition subject to Executive Committee approval are assessed and reviewed before the final decision is made. TOTAL ensures that all employees are aware of its environmental protection requirements. Employeesrequirements and employees are given training in the required skills. TOTAL also raises employee awareness through internal communication campaigns (e.g.e.g., in-house magazines, intranet, posters) and provides annual information about the Group’s environmental performance through circulation of the annual report on CSR report.topics. Two 3-daythree-day training courses on all aspects of HSE are also made available to the business units. “HSE Implementation” sessions are aimed at employees whose job is specifically to handle one or more HSE or operational areas within a business unit (three sessions were held in 20132014 with seventy-eightfifty-six participants). The training session “HSE for Managers” is aimed at senior operational or functional managers who are currently or will in the future be responsible for one of the Group’s business units (five sessions were held in 20132014 with 221228 participants). Lastly, thea “HSE leadership for Executives”Group senior executives” course focusing on management styles has been organized since 2012 for Group executives (five sessions were held in 20132014 with 99102 participants). Since 2012, close to 250 senior executives have taken part in this program. •7.2.2.2. | | Environmental footprint |
TOTAL implements an active policy of monitoring, managing and reducing the environmental footprint of its operations. As part of this policy, emissions are identified and quantified by environment (water, air and soil) so that appropriate measures can be taken to better control them. i. Water, air:The Group’s operations generate chronic emissions, such as fumes at combustion plants, emissions into the atmosphere from the various conversion processes and discharges into wastewater. In addition to complying with applicable legislation, the Group’s companies actively pursue a | | | 2014 Form 20-F TOTAL S.A. | | 61 |
(1) | This excludes exploration wells, seismic surveys and distribution and storage of products. |
(2) | International Union for the Conservation of Nature. |
(3) | Defined as the sites emitting more than 10 kt/year of GHG, with a 2-year tolerance. |
Item 4 - C. Other Matters policy aimed at reducing the amount of emissions. Sites use various treatment systems that include different types of measures: | –• | | Organizationalorganizational measures (e.g., using predictive models for controllingto control peaks in SO2 emissions in accordance withbased on weather forecast data, managing combustion processes).processes management); and
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| – | | technical measures (such as building wastewater treatment plants). Technical measures (such as building wastewater treatment plants).
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These measures can be preventive to avoid generating pollutants (such aslow-NOx low NOx burners for combustion plants) or curative (such as biological treatment of processed water to reduce the hydrocarbon content of the final effluent). To ensure the quality of its wastewater discharge, TOTAL has set, for all of its offshore exploration and production operations, a target of complying with the hydrocarbon concentration requirements set out in the OSPAR standard (less than 30 mg/l), which is only mandatory in the North Sea. For the fifth consecutive applicable year,In 2014, the Group achieved this goal for the sixth consecutive applicable year, based on yearly average in 2013.averages. In 2013, the Normandy platform (petrochemical plant) hosted E4WATER, a European research project aimed at developing tomorrow’s technologies that would permit recycling water based on a petrochemical pollution matrix. This involves testing seven pilot processes (sand filtration, ozonation for cooling, UV disinfection treatment, ozonation for waste water,wastewater, bio-filtration, ultrafiltration and reverse osmosis) on two aqueous flows inat the site: waste waterwastewater and cooling water. These technologies are mature, but their combination on a petrochemical matrix is innovative. On completion of this project in 2015, the knowledge acquired will be used locally for a recycling project (40% reduction in withdrawal) or globally (recycling program for Exploration & Production and Refining & Chemicals segments). This project aims at both to decreasedecreasing the discharge of hazardous substances into the natural environment and to savesaving natural resources by recycling water in the processes used by the Group. | | | 2013 Form 20-F TOTAL S.A. | | 53 |
Item 4 - Other Matters
The table below shows changes in chronic emissions into the atmosphere (excluding greenhouse gas; see“—refer to “—7.2.2.5. Climate change”, below) and discharged water quality: | | | | | | | | | | | | | | | 2013 | | | 2012 | | | 2011 | | SO2 emissions (thousands of metric tons) | | | 75 | | | | 79 | | | | 91 | | NOx emissions (thousands of metric tons) | | | 91 | | | | 88 | | | | 84 | | Hydrocarbons in discharged water (metric tons, onshore and coastal, excluding Specialty Chemicals) | | | 306 | | | | 437 | | | | 380 | | Chemical oxygen demand (COD) in water discharged by specialty chemicals (metric tons) | | | 270 | | | | 275 | | | | 320 | |
| | | | | | | | | | | | | | | 2014 | | | 2013 | | | 2012 | | SO2 emissions (kt) | | | 65 | | | | 75 | | | | 79 | | NOx emissions (kt) | | | 93 | | | | 91 | | | | 88 | | Hydrocarbons in discharged water (t, onshore and coastal, excluding Specialty Chemicals) | | | 295 | | | | 306 | | | | 437 | | Chemical oxygen demand (COD) in water discharged by specialty chemicals (t) | | | 172 | | | | 270 | | | | 275 | |
The presentation of hydrocarbon discharges in effluents was changed in 2013 to obtain an indicator consistent with the target set by the Group (40% reduction in onshore and coastal hydrocarbon discharges between 2011 and 2017). In order to compare 20132014 performance with that of previous years, the concentration of hydrocarbons in water discharged by Exploration & Production was 16 mg/l in 2014 compared to 17 mg/l in 2013 compared toand 23 mg/l in 2012 and 20 mg/l in 2011.2012. The slight decrease in SO2 emissions between 20122013 and 20132014 was driven by the shutdowndecrease of the catalytic crackers at two refineriesflaring and the proper operational performancechange of fuel in the sulfur units at other refineries. In addition,Group’s refineries (from oil to gas); the vast majority of the fuels used at the Group’s refineries are now gaseous, whichand have a much lower sulfur content than liquid fuels. In 2013, NOx2014, NOx emissions produced by Exploration & Production increased by 53 kt due to the increase in logistics and drilling activities, and therefore of diesel consumption, and decreased by 1.5 kt as a result of the sale of the Fertilizers business.consumption. The amount of hydrocarbons discharged at the coasts and onshore has slightly declined sharply due to the improved performance of oil terminals in the Gulf of Guinea, with the inflow of investments and with the operational management between offshore facilities and terminals.Group’s water treatment. Below are the Group’s achievements at year-end 20132014 based on the objectives set at the beginning of 2013: 22% reduction in hydrocarbon discharges in water (onshore and coastal) since 2011 compared to the 40% target set for 2017; and | – | | 19% reduction in hydrocarbon discharges in water (onshore and coastal) since 2011 compared to the 40% target set for 2017;
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| –• | | 24%34% reduction in SO2 emissions compared to 2010, that is, exceeding the -20% target set for 2017 (-20%).2017.
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The decrease in chemical oxygen demand in water discharged by Specialty Chemicals, in metric tons, is primarily due to the increased reliability of the measurement of this indicator. ii. Soil:The risks of soil pollution related to TOTAL’s operations come mainly from accidental spills (refer to “— 7.2.2.3. Incident risk”, below) and waste storage (see below). The Group’s approach to preventing and controlling these types of pollution is based on four cornerstones: | – | | leak prevention, by implementing industry best practices in engineering, operations and transport;
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| – | | maintenance at appropriate intervals to minimize the risk of leaks;
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| – | | overall monitoring of the environment to identify any increase in soil pollution; and
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| – | | controlling pollution from previous activities by means of containment or reduction operations.
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leak prevention, by implementing industry best practices in engineering, operations and transport; maintenance at appropriate intervals to minimize the risk of leaks; overall monitoring of the environment to identify any increase in soil pollution; and controlling pollution from previous activities by means of containment or reduction operations. Moreover, for all entities for which a Group company may be held liable from an environmental standpoint, a Group directive published in 2014 established the following requirements: systematic identification of the sites and their environmental and health impacts related to possible soil and groundwater contamination; the impacts resulting from soil and groundwater contamination are assessed based on the extent of the pollution (inside or outside the site’s boundaries), the nature and concentrations of pollutants, the presence of a vector that could allow the pollution to migrate, and use of the land and groundwater in and around the site; and the health or environmental impacts identified are managed based on the use of the site (current or future, if any) and according to the risk acceptability criteria recommended by the World Health Organization (WHO) and the Group. This management is performed by treating the source of the pollution (for example, elimination, chemical, physical or biological treatment), by stopping the transfer of the pollution (for example through appropriate monitoring, capture, soil impermeability, retention ponds, containment), or by eliminating or limiting targets’ exposure (for example, by limiting access). DecommissionedLastly, decommissioned Group facilities (e.g.e.g., chemical plants, service stations, mud pits or lagoons resulting from hydrocarbon extraction operations, wasteland on the site of decommissioned refinery units)units, etc.) impact the landscape and may, despite all of the precautions taken, be sources of chronic or accidental pollution.
TOTAL ensures that sitesthey are remediated when it leaves in order to allow new operations to be set up once the future use of the land has been determined in agreement with the authorities. This continuous task is performed by various teams within the Group, some of which formsometimes organized as subsidiaries, and has been governed by a “Polluted soil and site reclamation”remediation” Group policy since 2012. | | | 62 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters iii. Waste:The Group’s companies are focused on controlling the waste produced at every stage in their operations. This commitment is based on the following four principles, listed in decreasing order of priority: | 1. | reducing waste at source, by designing products and processes that generate as little waste as possible, as well as minimizing the quantity of waste produced by the Group’s operations; |
| 2. | reusing products for a similar purpose in order to prevent them from becoming waste; |
| 3. | recycling residual waste; and |
| 4. | recovering energy, wherever possible, from non-recycled products. |
To this end,For example, TOTAL has developed a partnership with Veolia through its involvement in the Osilub project, which culminated in the construction of a used motor oil recycling plant in Le Havre, France. The plant, in which TOTAL holds a 35% share, entered into production in 2012 and has a varietyprocessing capacity of partnerships:
| – | | With Veolia, the Group is involved in the Osilub project, which culminated in the construction120,000 t/y of a used motor oil recycling plant in Le Havre, France. The plant, of which TOTAL holds a 35% share, entered into production in 2012 and boasts a processing capacity of 120,000 t/y (50% of all the used motor oil collected in France); the recycled oil is used to make vacuum gas oil (50% of all the used motor oil collected in France); the recycled oil is used to make Vacuum Gas Oil (VGO) for refinery production of lubricants and fuels.
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| – | | In 2011, Total Energy Ventures (the Group’s vehicle for investing mainly in new energy and environmental protection technologies) acquired a stake in Agilyx. This American startup has developed an innovative process to convert waste plastic into crude oil, for which it already has a unit in production.
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A Group directive issued in 2012 sets out the minimum requirements related to waste management. It is carried out in four basic stages: waste identification (technical and regulatory); waste storage (soil protection and discharge management); | – | | waste identification (technical and regulatory);
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| – | | waste storage (soil protection and discharge management);
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| –• | | waste traceability, from production through to disposal (e.g., notes, logs, statements); and |
| – | | waste processing, with technical and regulatory knowledge of the relevant channels, under site responsibility.
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waste processing, with technical and regulatory knowledge of the relevant channels, under site responsibility. TOTAL is especially committed to managing and treating waste classified as hazardous (dependinghazardous. Depending on theits type, waste is mainly processed outside the Group by specialized companies):companies: | | | | | | | | | | | | | | | 2013 | | | 2012 | | | 2011 | | Volume of hazardous waste treated outside the Group (kt) | | | 232 | | | | 237 | | | | 248 | |
| | | | | | | | | | | | | | | 2014 | | | 2013 | | | 2012 | | Volume of hazardous waste treated outside the Group (kt) | | | 223 | | | | 232 | | | | 237 | |
Since 2012, TOTAL has also been monitoring the different waste treatment technologies used for the following categories: | | | | | | | | | | | 2013 | | | 2012(a) | | Recycling | | | 37 | % | | | 38 | % | Waste-to-energy recovery | | | 7 | % | | | 9 | % | Incineration | | | 12 | % | | | 12 | % | Landfill | | | 23 | % | | | 20 | % |
(a) | The values for 2012 have been corrected given that a large volume of wastewater discharge should not have been recorded as waste at the Exploration & Production subsidiary in Yemen.
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| | | 54 | | TOTAL S.A. Form 20-F 2013 |
Item 4 - Other Matters
| | | | | | | | | | | | | | | 2014 | | | 2013 | | | 2012 | | Recycling | | | 47 | % | | | 37 | % | | | 38 | % | Waste-to-energy recovery | | | 9 | % | | | 7 | % | | | 9 | % | Incineration | | | 8 | % | | | 12 | % | | | 12 | % | Landfill | | | 20 | % | | | 23 | % | | | 20 | % |
iv. Environmental nuisance:TOTAL’s operations may cause environmental nuisances for residents near its industrial sites. These may be sound or odor nuisances, but can also result from vibrations or road, sea or river traffic. Most sites have a system for receiving and handling residents’ complaints, the aim of which is to take account of and gain a clearer insight into the different types of nuisances and to minimize them.them (refer to “— 7.3.3. Controlling the impact of the Group’s activities”, below). Monitoring systems can also be put in place, such as sound level measurements at the site perimeter or networks of sensors to determine the origin and intensity of odors. In addition to setting up management structures and systems, TOTAL strives to minimize the industrial risks and the environmental impacts associated with its operations by: | – | | performing rigorous inspections and audits;
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| – | | training staff and raising the awareness of all parties involved; and
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| – | | implementing an active investment policy.
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performing rigorous inspections and internal audits; training staff and raising the awareness of all parties involved (refer to “— 7.2.2.1. General policy”, above); and implementing an investment policy. In particular, TOTAL strives to prevent accidental spills. A common technological risk management approach has been developed to formalize this requirement at the Group’s industrial sites. The methodology is gradually being implemented in all operated businesses exposed to technological risks and sets out a risk analysis based on incident scenarios for which the severity of the consequences and the probability of occurrence are assessed. These parameters are used to create a decision matrix that identifies the required level of mitigation. Specifically withWith regard to shipping, the Group has an internal policy setting out the rules for selecting vessels. These rules are based on the recommendations of the Oil Company International Marine Forum (OCIMF), an industry association made upconsisting of the main global oil companies that promotes best practices in oil shipping, and on OCIMF’sits Ship Inspection Report (SIRE) Program.Programme. TOTAL does not charter any single-hulled vessels for shipping hydrocarbons and the average age of the fleet chartered on time by TOTAL’s Shipping division is about fiveless than six years.
The Tier 1 indicator “loss of primary containment” (standard defined by the American Petroleum Institute (API) and the International Association of Oil & Gas Producers (IOGP)) is monitored at the Group level. In 2014, thirty-seven Tier 1 events were identified in all sites operated by the Group, compared with sixty-six in 2013. In accordance with industry best practices, TOTAL particularly monitors accidental liquid hydrocarbon spills of a volume of more than one barrel. Spills that exceed a certain severity threshold (whether in terms of volume spilt,spilled, toxicity of the product in question or sensitivity of the natural environment affected) are reviewed on a monthly basis and annual statistics are sent to the Group’s Management Committee. All accidental spills are followed by a corrective action aimed at returning the environment to its original state as quickly as possible. The table below shows the number and volume of accidental hydrocarbon spills with an environmental impact and that are greater than one barrel in volume: | | | 2013 | | | 2012 | | | 2011 | | | 2014 | | | 2013 | | | 2012 | | Number of hydrocarbon spills with an environmental impact | | | 169 | | | | 219 | | | | 263 | | | | 129 | | | | 169 | | | | 219 | | Total volume of hydrocarbon spills with an environmental impact (thousands of m3) | | | 1.8 | | | | 2.0 | | | | 1.8 | | | | 5.8 | | | | 1.8 | | | | 2.0 | |
Note: Soil on sites is deemed to form part of the natural environment unless sealed. Excluding the amountsThe sharp increase of volumes spilled as a result of the Elgin incident in the North Sea (approximately 700 m3)environment in 2012, the 2013 volumes increased over those of 2012. For the most part, this increase was2014 is due to the Ile-de-France pipeline accident. This event led to remediation operations that enabled nearly all spilled hydrocarbons to be recovered. Excluding this incident, the volume of spills at refineries (approximately one-thirdfor other events decreased compared to 2013. This trend is in line with the number of the total), over
95% of which were recovered, as well as better reporting at Marketing & Services.registered events, also clearly down (-24%) compared to 2013.
While risk prevention is emphasized, TOTAL regularly addresses the issue oftrains in crisis management on the basis of risk scenarios identified through | | | 2014 Form 20-F TOTAL S.A. | | 63 |
Item 4 - C. Other Matters analyses. In 2014, feedback from past events prompted the head office to set up a new crisis management center at the Group level. These facilities allow the management of two crises occurring simultaneously. In particular, the Group has emergency plans and procedures in place in the event of a hydrocarbon leak or spill. For accidental spills that reach the surface, anti-pollution plans are regularly reviewed and tested during exercises. These plans are specific to each subsidiarycompany or site whichand are adapted to their structure, activities and environment while complying with Group recommendations, are regularly reviewed and tested during exercises.recommendations. In 2012, the Group’s requirements for preparing emergency plans and the associated exercises were set out in a Group directive. The Group uses the following indicators to measure its readiness to counteract pollution: | | | | | | | 2013 | | Number of sites whose risk analysis identified at least one scenario of major accidental pollution to surface water
| | | 150 | | Proportion of those sites with an operational anti-pollution plan
| | | 87% | | Proportion of subsidiaries and sites whose risk analysis identified at least one scenario of accidental pollution to surface water and that have performed at least one anti-pollution exercise during the year
| | | 82% | |
| | | | | | | | | | | 2014 | | | 2013 | | Number of sites whose risk analysis identified at least one scenario of major accidental pollution to surface water | | | 155 | | | | 150 | | Proportion of those sites with an operational anti-pollution plan | | | 90 | % | | | 87 | % | Proportion of those sites that have performed at least one anti-pollution exercise during the year | | | 82 | % | | | 82 | % |
Also available to TOTAL’s subsidiaries,the Group’s companies, the PARAPOL (Plan to Mobilize Resources Against Pollution) alert scheme is used to facilitate crisis management at the Group level. Its main aim is to mobilize the internal and external human and physicalmaterial resources necessary to respond in the event of pollution of marine, coastal or inland waters, without geographical restriction, at any time, at the request of any site. The Group and its subsidiariescompanies have assistance agreements with the main bodies specializing in oil spill management, such as Oil Spill Response Limited, CEDRE and Clean Caribbean & Americas. Their role is to provide expertise, resources and equipment in all of the regions where TOTAL has operations. TOTAL has also forged partnerships with entities that specialize in oiled wildlife care. Following the blowout of the Macondo well in the Gulf of Mexico in 2010 (in which the Group was not involved), TOTAL created three task forces in order to analyze risks and issue recommendations. The task forces finalized most Task Force 1 reviewed the safety aspects of theirdeep offshore drilling operations (well architecture, design of blow-out preventers, training of personnel based on lessons learned from serious accidents that have occurred recently in the industry). Its efforts have led to the implementation of even more stringent controls and audits on drilling operations. Task Force 2, in coordination with the Global Industry; Response Group (GIRG) created by the IOGP, developed deep offshore oil capture systems and planned related containment operations in case of a pollution event in deep waters. Several of these systems were positioned in various parts of the world in 2013 and one of them was tested by TOTAL in November 2013 during a large-scale exercise in Angola; and Task Force 3 addressed plans to fight accidental spills in order to strengthen the Group’s ability to respond to major accidental pollution, such as a blow-out or a total loss of containment from an FPSO (Floating Production, Storage and Offloading facility). This initiative has led, in particular, to a sharp increase in the volume of dispersants available within the Group. This work in 2012,is now complete and the Group has continued deployingGroup’s efforts to deploy solutions to minimize such risks.risks are ongoing, in particular regarding works on wells, subsea dispersant injection, the tracking and predicting of oil slick locations and crisis management organization. In 2012,2014, the last of the four capping systems resulting from the work carried out as part of the Subsea Well Response Project (SWRP), a consortium of nine oil companies including TOTAL, paved the way for the construction of several cappingwas deployed. These systems designed to prevent hydrocarbon spills in the underwater environment. In 2013, three of the four capping systems wereare positioned in various parts of the world representing a solution(South Africa, Brazil, Singapore, Norway) to provide solutions that can be launched into action in casethe event of a deepwaterdeep offshore drilling pollution incident. The last one will be positioned in 2014. incidents. Additionally, the work carried by TOTAL through itsas part of TOTAL’s own Subsea Emergency Response System (SERS) has also led toproject, the construction of capping equipment to respond to an event on a production well. These capping systems will be positioned in 2014resulting from this work is complete and deployment is scheduled for 2015 in the Gulf of Guinea where TOTAL is strongly present in subsea production. In November 2013, a large-scale exercise to simulate a massive oil leak in deep offshore waters was conducted in Angola. During this 3-daythree-day emergency exercise, known as “Lula”, the Angolan subsidiaryentity deployed the resources that would have been needed to manage an actual event of this kind (e.g., several ships, an | | | 2013 Form 20-F TOTAL S.A. | | 55 |
Item 4 - Other Matters
airplane, helicopters, teams working on the FPSO, at the headquarters of the Total E&P Angola subsidiary in Luanda and the Group in Paris)Paris, etc.). It provided the abilityopportunity to test a number of the systems implemented by the post-Macondo task forces: deployment of a subsea dispersant injection system; supply chain for large quantities of dispersants; | – | | deployment of a subsea dispersant injection system;
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| – | | supply chain for large quantities of dispersants;
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| –• | | surface anti-pollution mechanisms (e.g., dispersion, recovery); and |
| –• | | systems for tracking and predicting the locationmodeling of oil slicksslick migration (e.g., satellite tracking, prediction models based on oceanographic/meteorological data).data, etc.); and |
| – | | mobilization of partners that specialize in crisis management and pollution control.
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mobilization of partners that specialize in crisis management and pollution control. Many lessons have already been learned from this exercise and a detailed feedback report is beingwas drafted in 2014 to further improvestrengthen the Group’s ability to respond to an accident of this scale. The roles of and relationships between each party in the emergency response were fine-tuned. The time needed to make dispersion systems available was measured and their availability tracked. Pollution assessment and monitoring was tested, in particular regarding the means and information necessary to ensure the tracking and modeling of oil slick migration. •7.2.2.4. | | Sustainable use of resources |
i. Water:The worldwide distribution worldwide of available freshwaterfresh water varies greatly in space and time. The issue of water consumption therefore requires different responses depending on the regional and technical context. In order to establish which of its facilities are affected by this issue as a priority, TOTAL both:conducts the following: identification of water withdrawals and discharges across all of its sites; and identification of sites located in “water stress” areas (watersheds that will have less than 1,700 m³ of renewable freshwater available per person and per year by 2025, according to the Falkenmark indicator), using the global water tool for oil & gas developed jointly by the World Business Council for Sustainable Development and IPIECA, and water stress levels are reevaluated each year. | | | | | | | | | | | | | | | 2014 | | | 2013 | | | 2012 | | Fresh water withdrawals excluding cooling water (million m3) | | | 112 | | | | 126 | | | | 143 | | Percentage of Group sites, excluding Marketing, located in water-stressed areas | | | 53% | (a) | | | 49% | | | | 49% | |
(a) | Percentage calculated using the 2015 version of Global Water Tool. |
| – | | 64 | | identifies water withdrawals and discharges across all of its sites; and
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| – | | identifies sites located in “water stress” areas (watersheds that will have less than 1,700 m3 of renewable freshwater available per person and per year by 2025, according to the Falkenmark indicator), using the Global Water Tool for Oil & Gas developed jointly by the World Business Council for Sustainable Development and IPIECA. TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters | | | | | | | | | | | | | | | 2013 | | | 2012 | | | 2011 | | Freshwater withdrawals excluding cooling water (million m3) | | | 126 | | | | 143 | | | | 142 | | Percentage of Group sites, excluding Marketing, located in water-stressed areas | | | 49% | | | | 49% | | | | 44% | |
The decrease in water withdrawals between 2012 and 20132014 is due mainly to the deconsolidation of Fertilizers in 2013 and the Fertilizers businessSobegi site in 2013.France in 2014. The “Optimizingincrease in the percentage of sites located in water-stressed areas is linked to the evolutions of the Global Water Tool databases in 2014 (source: World Resource Institute, WRI Aqueduct), but also to a global fall in the number of sites located in so-called water-sufficient or water-abundant areas, according to the indicator used (Falkenmark, 2025 projection). In 2013, the Group launched an initiative to identify the risk levels of its sites (with withdrawals of more than 500,000 m3 per year) located in water stress areas. The Local Water Tool developed by the Global Environmental Management Initiative (GEMI) is used to perform these assessments. It targets the main risks related to water resources, including effluents, and therefore helps to guide the actions needed to reduce these risks in order to optimize the use of water resources at these sites. This program will be gradually expanded based on the sites’ water stress levels and changes to them. The “Optimization of water consumption onat industrial sites”facilities” guide sets out best practices for saving and recycling water at all Group sites. The guide has been widely distributed throughout the Group since 2007. In addition, several other technical guides on water management specific to the oil industry are used by the Group, including those of the IPIECA and the IOGP on efficient management of the resource for exploration, production and refining, in order to integrate the best and most recent techniques into its practices. In the activities of exploration and production, re-injectingExploration & Production operations, reinjecting water extracted at the same time as the hydrocarbons, (production water)called produced water, back into the original reservoir is one of the methods used to maintain reservoir pressure. The technical specifications in force in the Group stipulate that this option must beis given priority over other productionmethods. The Group’s R&D programs are an opportunity to study the best techniques for treating this produced water treatment technologies.so as to facilitate its reinjection or allow its discharge into the natural environment, if reinjection is not possible, while respecting natural and regulatory constraints. At refineries and petrochemical sites, water is mainly used to produce steam and for cooling units. Increasing recycling and replacing water bycooling with air for cooling are TOTAL’s preferred approaches for reducing freshwater withdrawals. ii. Soil:Preliminary work for the Joslyn North oil sands mine in Canada began in 2013. Of the 4,000 hectares of forest cleared, about 630 will be rehabilitated at the end of the project (see“— TOTAL and oil sands”, below), with the rest eventually replanted. Aside from this example, TOTAL uses the ground surface that it needs to safely conduct its industrial operations and, at present, does not make extensive use of ground surfaces that could significantlysubstantially conflict with the various natural ecosystems or with agriculture.
For open-pit oil sands mining projects, TOTAL emphasizes an awareness by the operator of environmental issues, in particular remediation of affected sites. iii. Raw materials:Hydrocarbons, an energetic material, are the Group’s main raw material. Optimum use of hydrocarbons therefore lies in what is known as “energy efficiency”, as described in “— 7.2.2.5. Climate change”, below. Since 2011, TOTAL has measured the raw material loss rate for each line of business. This isbusiness,i.e. the percentage of converted raw materials that are neither delivered to any of the business line’s customers nor used for energy purposes. | | | | | | | | | | | | | Raw material loss rate | | 2014 | | | 2013 | | | 2012 | | Hydrocarbon production business | | | 2.4% | | | | 2.5% | | | | 2.8% | | Refining business | | | 0.5% | | | | 0.5% | | | | 0.5% | |
The Group’s approach to climate and energy is to satisfy a growing demand for energy while providing concrete solutions, as needed, to limit the effects of climate change. To do so, the Group has built its action around five focal points: | | | | | | | | | | | | | Raw material loss rate | | 2013 | | | 2012 | | | 2011 | | Hydrocarbon production line of business | | | 2.5% | | | | 2.8% | | | | 2.5% | | Refining line of business | | | 0.5% | | | | 0.5% | | | | 0.6% | |
| 1. | focusing on the development of natural gas as the primary fossil energy source due to its low carbon intensity; |
| 2. | developing the solar energy offer as the renewable energy of choice in the evolution of the energy mix; |
| 3. | improving the energy efficiency of the Group’s facilities, products and services, and maintaining efforts in terms of direct emissions of greenhouse gas (GHG); |
| 4. | increasing access to a more sustainable energy, for the highest number of people; and |
| 5. | making public commitments regarding the industry’s acknowledgment of climate issues and working on the challenge posed by climate change. |
iv.i. The role of gas: The Group believes in the essential role of natural gas as one of the solutions to climate change issues. Indeed, replacing coal with natural gas at power plants could help reduce worldwide CO2 emissions by 5 Bt/y,i.e., approximately 15% of the effort that must be made by 2030 to remain within the 2 °C warming limit(1). This reduction of GHG emissions can only be accomplished by limiting methane losses to less than 3% throughout the entire production value chain.
Natural gas rose from 35% in 2005 to more than 50% in 2014 of TOTAL’s production and is expected to contribute to approximately half of the Group’s production in the coming years. Methane losses for the Group are below 3%. Indeed, TOTAL is particularly focused on controlling methane since methane’s global warming potential is twenty-five times higher than CO2(2) and given its short life span in the atmosphere, a reduction in methane emissions is expected to play a significant role in the fight against climate change. To support this effort, TOTAL became one of the first members of the partnership between governments and industry companies regarding the improvement of tools to measure and control methane emissions set up by the Climate and Clean Air Coalition and promoted by the United nations Environment Programme and the non-profit organization Fund Environmental Defense. ii. Continuing to develop new energies: TOTAL has long been committed to developing renewable energies. The main focus in developing renewable energies is solar energy through SunPower (world’s second-largest player, 59.77%-owned by the Group as of December 31, 2014). For nearly thirty years, SunPower has developed high-efficiency photovoltaic technologies and has progressively established itself as one of the foremost specialist in solar energy in the World, in particular with regard to the reliability of its solutions. SunPower operates across the entire energy chain, from the production of photovoltaic cells to the designing of turnkey solar plants or residential solar energy installations. In addition to solar energy, biomass is another TOTAL strategic development point in the field of new energies. Biomass | | | 2014 Form 20-F TOTAL S.A. | | 65 |
(1) | The New Climate Economy report, published in 2014. |
(2) | Fifth assessment report of the Intergovernmental Panel on Climate Change (IPCC). |
Item 4 - C. Other Matters represents approximately 10% of worldwide energy consumption and is mostly used for heating or cooking purposes. Biomass is the only renewable alternative to fossil resources for the provision of liquid fuel for transport (biodiesel, bioethanol, biokerosene), lubricants and base molecules for chemicals (solvents or polymers). The Group has therefore launched various ambitious research programs and entered into innovative industrial partnerships in order to identify, test, and industrialize the most promising avenues for biomass transformation in societal, environmental and economic terms. TOTAL invests in R&D to reduce direct GHG emissions into the atmosphere by other means. For example, through Total Energy efficiency:StreamliningVentures (TEV), its venture capital firm created in 2008, the Group supports the development of companies that offer innovative technologies or business models in such areas as renewable energies, energy useefficiency, energy storage, GHG reduction, sustainable mobility, etc. For instance, in 2014 TEV acquired a stake in Solidia, a start-up that has developed a technology that uses CO2 in the production of cement and concrete with high environmental performance. At year-end 2014, TEV had made twenty investments. iii.Energy efficiency and ecoperformance: In its area of activity, TOTAL has made reducing GHG emissions one of its priorities. It has set the objective of reducing GHG emissions from its operations by 15% from 2008 to 2015. At this stage, this objective has been met. This reduction entails reducing continuous flaring and improving energy efficiency. | | | | | | | | | | | | | | | 2014 | | | 2013 | | | 2012 | | Operated direct GHG emissions (Mt CO2 equivalent) (100% of emissions from sites operated by the Group) | | | 44 | | | | 46 | | | | 47 | | Daily volumes of gas flared (million m³ per day) | | | 9.8 | | | | 10.8 | | | | 10.8 | | Group share of direct GHG emissions (Mt CO2 equivalent) | | | 54 | | | | 51 | | | | 53 | |
Reducing continuous flaring Since 2000, TOTAL has made a commitment to stop continuous flaring of gas associated with crude production for its new projects. The Group’s objective to reduce continuous flaring (excluding the start-up of new facilities) by half between 2005 and 2014 has been achieved. Flaring of associated gas was down in 2014, in particular due to an operational improvement campaign led on the Republic of the Congo fields. Excluding volumes related to the start-up of facilities, the volume of flared associated gas totaled 7.5 Mm³/d in 2014. The Group has thus reached its target of a 50% reduction of flared associated gas between 2005 and 2014, excluding start-up phases of new facilities. In 2014, TOTAL joined the initiative launched by the World Bank and made a commitment to eliminate continuous flaring from its operations by 2030. For over ten years, as part of the Global Gas Flaring Reduction program, TOTAL has worked alongside the World Bank to help producing countries and industrial players control continuous flaring of associated gas. TOTAL’s support for the international program spearheaded by the World Bank is onea logical continuation of its long-standing efforts in this area. Improving the energy efficiency of the Group’s facilities One of the Group’s performance targets.targets is to better control its energy consumption. Internal documents (roadmaps and guides) describe the challenges, set out methodologies and action plans, and even include quantified goals to reduce consumption. Since the beginning of 2013, a Group directive has defined the requirements to be met by 2016 at operated sites that use more than 50,000 tons of oil equivalent per year of primary energy. In early 2013, the Group set an objective to improve energy efficiency by 1.5% per year on average between 2012 and 2017 within Exploration & Production, Refining and Petrochemicals with(with the exception of the resins business.business which has now been sold). These areasactivities represent over 95% of the Group’s net primary energy consumption. A Group Energy Efficiency Index (GEEI) was created in early 2013 to assess the Group’s performance in this area. It consists of a combination of energy intensity ratios (ratio of net primary energy consumption to the level of activity) per business, reduced to base 100 and consolidated with a weighting by each business’s net primary energy consumption. Its value is thereforewas defined as 100 in 2012 and the goal is therefore to reach 92.5 by 2017. | | | 2013 | | | 2012 | | | 2011 | | | 2014 | | 2013 | | 2012 | | Net primary energy consumption (TWh) | | | 157 | | | | 159 | | | | 158 | | | | 153 | | | | 157 | | | | 159 | | Group Energy Efficiency Index (GEEI) (base 100 in 2012) | | | 102.3 | | | | 100 | | | | — | | | Group Energy Efficiency Index (base 100 in 2012) | | | | 101.0 | | | | 102.3 | | | | 100 | |
The decrease in net primary energy consumption is due primarily to the salegood performance of refining, on a same level of activity basis, as well as the Fertilizers business.decrease of activity in Exploration & Production. The Group’s energy efficiency worsenedimproved in 2014 compared to 2013 despite taking into account the fact that thestart-up of CLOV in Angola which deteriorated Exploration & Production’s performance expected at Refining & Chemicals was achieved. This is mainly the result ofas the flaring of associated gas during the startup phase of the Usan field in Nigeria, which tookCLOV lasted longer than expected. Excluding flaring related to the start-up of facilities, the performance was 100.7 in 2014. In early 2011,
Improving the footprint of the Group’s internal structure relatingservices and products TOTAL is also committed to “Climateits clients and Energy” was changed:employees. Approximately 85% of GHG from oil and gas are emitted during the customer usage phase, compared with 15% during the production phase. For this reason, in addition to the measures taken by TOTAL at its industrial sites, the Group believes that improving the footprint of its products and services is a key factor in the fight against climate change. | – | | A decision-making body was created in the form of the CO2/Energy Efficiency Management Committee. Its role is to define the guidelines and targets on greenhouse gas emissions and energy performance. It is based on a permanent energy efficiency task force and, where applicable, temporary Group-wide task forces.
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| – | | Energy Network days and the Energy seminar provide opportunities for internal discussion, reflection and information-sharing.
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| | | 56 | | TOTAL S.A. Form 20-F 2013 |
Item 4 - Other Matters
In France, Energy Efficiency Certificates (Certificats d’économies d’énergie —– CEE) are awarded by the Energy and Climate Administration (Direction générale de l’Énergie et du Climat)administration in recognition of energy-saving activities. TOTAL is encouragingencouraged its customers to reduce their energy consumption by 50 TWh (over the entire service life of the product) over the period offrom 2011 to 2014. Through the “Total Ecosolutions” program, the Group is also developing innovative products and services that perform above market average on the environmental front, such as byin particular in terms of curbing energy use and greenhouse gas emissions while providing the same level of service.GHG emissions. At year-end 2013, forty-two2014, seventy products and services bore the “Total Ecosolutions” label. SunPower’s photovoltaic modules,label, which receivedputs the label in 2013, help avoid approximately 40%Group ahead of greenhouse gas emissions throughout the entire life cycle comparedits target of fifty products and services by year-end 2015 thanks to the market reference (averagelabeling of such product ranges as “AzaltEco” bitumen for warm-mix asphalt (bitumen that allows the four main competing technologies)mixing phases to be completed and executed at temperatures 40 °C lower than those required for traditional bitumen), and despite the loss of several products resulting from sales of subsidiaries in progress or completed (CCP Composites, Bostik, Totalgaz). The CO2 eq emissions avoided throughout the life cycle by the use of Total Ecosolutions products and services, compared to the use of benchmark products on the market and for an equivalent level of service, are measured annually based on sales volumes. This represented 740,000 t of1.5 Mt CO2 eq in 2012. In early 2013, the Group set the following target: to have fifty “Total Ecosolutions” labels by year-end 2015.2014. | | | 66 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters In late 2012, TOTAL introduced an energy efficiency“Energy Efficiency” scheme that allows its 40,000 employees in France to improve the energy efficiency of their homes. This scheme was expanded in 2014 to allow them to perform an energy audit of their homes (financed at a rate of 50%)(two-thirds financed) and to receive investment subsidies for energy efficiency upgrades under the Energy Efficiency Certificate program in France, as well as a Group contribution for two upgrade projects and special discounts from building professionals who partner with the Group. By combining an energy audit, energy efficiency certificates and contributions from the Group, employees can receive up to€1,500 in assistance to complete their project. iv. Access to energy: To date, the World Bank estimate for people without access to electricity has exceeded 1.3 billion. In 2011, TOTAL therefore launched a range of innovative solar energy solutions, accessible to the highest number of people, the main project of which isAwango by Total (refer to “—7.3.4. Creating local value”, below). v. Use of renewable energies:Public commitments:As part of its strategy, TOTAL has long been committed to developing renewable energies. The main focus in developing renewable energies is solar energy through SunPower (64.65%). TOTAL is also exploring a number of avenues for converting biomass to energy. A detailed description of the activities carried out by the Group in the field of new energy sources is provided in“Item 4. Business Overview — Marketing & Services segment — New Energies”, above.
TOTAL is using renewable energies to supply power to some production sites. The Group has installed solar photovoltaic panels on several of its buildings (for example, CSTJF in Pau, Lacq, andProvence refinery in France) and certain isolated wellheads, as well as a number of service station canopies in Europe and Africa.
i. Greenhouse gas emissions:TOTAL has made reducing greenhouse gas emissions one of its priorities. It has set the objective of reducing greenhouse gas emissions by its operations by 15% from 2008 to 2015. Quantified targets have also been defined in an attempt to reduce flaring (50% reduction between 2005 and 2014) and improve the energy efficiency (1.5% per year between 2012 and 2017). These targets are annually published and tracked.
| | | | | | | | | | | | | | | 2013 | | | 2012 | | | 2011 | | Daily volumes of gas flared (million m3 per day) | | | 10.8 | | | | 10.8 | | | | 10.0 | | Operated direct greenhouse gas emissions (Mt CO2 equivalent, 100% of emissions from sites operated by the Group) | | | 46 | | | | 47 | | | | 46 | | Group share of direct greenhouse gas emissions (Mt CO2 equivalent, from sites in which TOTAL has a stake) | | | 51 | | | | 53 | (a) | | | 53 | |
(a) | The 2 Mt CO2 eq correction of the 2012 figure is the result of an error in interpreting the information received from our Novatek partner.
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Flaring of associated gas remained stable in 2013 and still includes 2 Mm3 per day from the start-up phase of the Usan site, which is expected to begin its reinjection of associated gas only in 2014 due to the geological structure of the reservoir. Excluding volumes related to the start-up of facilities, the volume of flared associated gas totaled 8.8 Mm3/d, a 40% decrease compared with the baseline year (2005). The Group’s target is a 50% reduction by 2014, excluding start-up phases of new facilities.
The drop in operated direct greenhouse gas emissions is mainly linked to the sale of Fertilizers, which accounted for 1 Mt CO2 eq in 2012.
To ensure that investment projects can withstandare as profitable as anticipated in the general emergence ofdesirable event that the international community agrees to put a cost ofon CO2 emissions, investments have been valued since 2008 generally based on a cost of CO2 emissions of€25 per metric ton of CO2 emitted. Moreover, in 2014 TOTAL investsdecided to join the call of the United Nations Global Compact, which encourages companies to consider a CO2 price internally and publicly support the importance of such a price via regulation mechanisms suited to the local contexts. In particular, TOTAL advocates the emergence of a balanced, progressive international agreement that prevents the distortion of competition between industries or regions of the world. Drawing attention to future constraints on GHG emissions is crucial to changing the energy Mix. According to the IEA, the electricity-generating sector is the sector that must contribute most to the decrease of CO2 emissions in R&Dthe World by 2035 in order to remain within the 450 ppm of CO2 (electricity generation contributes for more than 65% to the emission reduction effort, compared to 11% for the industrial sector, 16% for transport and 4% for the construction sector). Substituting coal for gas in the electricity-generating sector is to date the fastest and cheapest way to reduce direct greenhouse gas emissions into the atmosphere by other means. The Group especially intends to developworldwide CO2 capture, transportemissions. This solution is immediately available and storage technologies. For several years now, it has been workingoffers the necessary flexibility to electric networks, which supplements intermittent energies. Hence TOTAL supports standards that impose emission thresholds on CCS (carbon captureelectricity generation, expressed in gCO2/kWh produced. Such standards are being discussed in the United States and storage), so that it can be used on its industrial sites when permitted by economicthe United Kingdom. In 2014, TOTAL was actively involved in launching and regulatory conditions. Currently, two production sites in which TOTAL has developing the Oil and Gas Climate Initiative,a stake, the Sleipner and Snøhvit fields in Norway, are using these technologies. The research program is ongoing, notably through a pilot projectglobal industry partnership announced at the Lacq complexUN Climate Summit in New York on September 23, 2014. The aim of this initiative, which at early 2015 included seven major international energy players, is to share experiences, advance technological solutions and catalyze meaningful action in order to assist the evolution of the energy mix in a manner compatible with climate change issues. TOTAL also actively participates in the debate on climate issues and has long-term partnerships with key stakeholders. For example, TOTAL funds research programs in France where CO2 is being capturedconducted by oxy-fuel combustion, transportedthe ADEME, Paris-Saclay and storedthe Climate Economics Chair at Paris-Dauphine University, as well as the Massachusetts Institute of Technology (MIT) in a depleted natural gas field. The CO2 pumping phase was stoppedthe United States. TOTAL also joined the World Business Council for Sustainable Development (WBCSD) in 2013, but2014. Lastly, TOTAL offers training and makes presentations at several universities, thereby taking part in the Group will continue to monitordebate. vi. Adapting the behavior of the CO2 storage conditions until March 2016. ii. AdaptingGroup’s facilities to climate change:The Group assesses the vulnerability of its existing and future facilities based on predictions related to predicted climate change.
Climate conditions are factored into the design of industrial facilities, which are not only built to withstand extreme events observed in the past, but also to include additional safety margins. In addition to adapting toThe Group’s operations can be adversely affected by climate change and limiting the effects of human activityin many ways. Declining water resources could have a negative effect on the climate, TOTAL advocates concerted action, particularly the emergence of a balanced, progressive international agreement that prevents the distortion of competition between industries orGroup’s operations in certain regions of the world.world, higher sea levels could affect certain coastal activities and a growing number of extreme weather events could damage the land-based and offshore facilities. These climate risk factors are continuously assessed in TOTAL’s management and risk prevention plans.
•7.2.2.6. | | Protecting biodiversity and ecosystem services |
Due toGiven their nature, the nature of its business,Group’s projects, and particularly because new exploration and productionExploration & Production projects, aremay be located in potentially sensitive natural environments,environments. TOTAL’s operations are likely tocan therefore have an impact on ecosystems and their biodiversity. More specifically:specifically, impacts may be:
| – | | impacts related to, for example, construction sites, access roads and linear infrastructures, that can result in habitat fragmentation;
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| – | | physicochemical impacts leading to changes in environments and habitats, or that might affect or interfere with certain species; and
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| – | | contribution to the propagation of invasive species in terrestrial and marine environments.
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related to environmental footprints linked to construction sites, access roads, linear infrastructures, etc., which can result in habitat fragmentation; physicochemical, leading to changes in environments and habitats, or which might affect or interfere with certain species; related to the propagation of invasive species in terrestrial and marine environments; and the result of the migratory influx of humans. TOTAL is aware of these challenges and takes biodiversity and ecosystem services into account in its guidelines at a number of levels: | – | | the Safety Health Environment Quality Charter (refer to“— Health Safety Environment Quality Charter”, above), Article 10 of which specifies: “TOTAL (…) monitors and controls (…) (its) impact on biodiversity”; and
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Item 4 - Other Matters and operations: | – | | a
in the Safety Health Environment Quality Charter (refer to to “— 2. Safety, health and environment information”, above), which specifies that “through its societal commitment, TOTAL is particularly keen on contributing to the sustainable development of neighboring communities” and that “TOTAL is committed to managing its (…) use of natural resources and impact on biodiversity” and therefore supports ecosystem services; and in the biodiversity policy that details the Group’s principles for action in this area: | 1. | Taking an approach based on identifying the risks and sensitivities of environments as early as the project approval process, with special attention given to operations in regions whose biological diversity is particularly rich or sensitive. For example, TOTAL has made a commitment not to engage in oil and gas exploration or extraction operations at natural sites included on the UNESCO World Heritage List of June 4, 2013. In addition, TOTAL currently does not conduct any exploration activities in oil fields under the ice cap. |
| ¡2. | Incorporating biodiversity protection into the environmental management system, particularly into initial analyses and social and environmental impact studies. This effort to assess sensitivity is founded on a constructive attitude based on transparency and dialogue with third parties and benefits from partnerships with biodiversity experts (for example, United Nations Environment Programme-World Conservation Monitoring Center — UNEP-WCMC). |
| 3. | Following the impact mitigation hierarchy, starting with avoidance, whenever possible, and then minimizing the impact of operations on biodiversity throughout the facility life cycle; |
| | | 2014 Form 20-F TOTAL S.A. | | 67 |
Item 4 - C. Other Matters | ¡ | | incorporatingcycle of the facilities and during their reclamation. TOTAL also assesses biodiversity protection into the environmental management system, particularly initial analyses, and social and environmental impact studies; offsetting approaches. |
| ¡4. | | paying specific attention to operations in regions with particularly rich or vulnerable biodiversity; and
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| ¡ | | informingInforming and raising the awareness of employees, customers and the public by helping them better understand biodiversity and ecosystems. The Group is actively involved in research in these areas, including through its partnerships. The Total Foundation also develops initiatives in this area (refer to improve understanding of ecosystems. “— 7.3.5. Partnerships and philanthropy”, below). |
This policy is implemented by means of a number of tools and rules. InThroughout the Group, and particularly in Exploration & Production, directives, rules, guides and specifications govern the performance of baseline surveys and environmental impact assessments, which allows an approach based on land or at sea. the impact mitigation hierarchy, up to the implementation of management of biodiversity impacts in the field and performance monitoring. Since 2011, all Groupof the Group’s business units have had access to a detailed mapping tool detailingthat shows the world’s protected areas based on data updated regularly updated data fromby its UNEP-WCMC (Worldpartner. TOTAL classifies protected areas around the world according to the categories defined by the IUCN (International Union for the Conservation Monitoring Center). The Group has renewedof Nature), while taking into account protected areas that may not yet be categorized and other sensitive areas in terms of biodiversity. For industrial sites and new projects(1) located in the most sensitive protected areas corresponding to IUCN categories I to IV, such as national parks, in addition to its partnership with UNEP-WCMC for 2013-2015.biodiversity policy, TOTAL develops specific biodiversity action plans based on industry best practices. Each development project, particularly new fields, is therefore the subject of an in-depth biodiversity study. InFor example, in 2012 TOTAL acquired acreage near Lake Albert in Uganda in partnership with CNOOC and Tullow Oil (33% each). TOTAL is the operator of Block 1 of this license, most of which is located inwithin Murchison Falls National Park and the Ramsar zone of the Albert Nile Delta. This IUCN II-classified park was created in particular to protect its fauna, which includes such iconic species as large mammals (for example, elephants and Rothschild’s giraffes), reptiles and numerous birds (including the shoebill). In light of this site’s unique biodiversity, and in addition to applying the general principles of the Group’s biodiversity policy, Total E&P Uganda set as its objective a net increase in biodiversity. To this end, Total E&P Uganda has adoptedtaken the impact mitigation hierarchy approach based on specific operating rules, such as using wireless geophone systems for seismic campaigns, limiting the size of drilling pads to 1 hectare (100 m x 100 m) and mapping biodiversity hotspots to prevent interference with areas sensitive for fauna (e.g., breeding grounds) during the current seismic campaign, especially in the Albert Nile Delta. A dedicated social and environmental team, whose members include specialists in biodiversity specialists,and ecosystem services, has been created. A “Biodiversity and Livelihood Advisory Committee” has been set up with external stakeholders from national and international organizations specializing in nature conservation and relations between communities and wildlife. Its role is to ensure that Total E&P Uganda is aware of and implements best practices for its operations inside the park in order to help it meet its objective of a net increase in biodiversity, which is currently among the best practices related to biodiversity management.
In addition, the Group benefits from and actively contributes to the development of best practices related to biodiversity and ecosystem services management in the extractive industry through its partnerships with the IPIECA and the Cross-Sector Biodiversity Initiative (an initiative that brings together the Equator Principles signatory banks and the mining and oil industries). Its partnership with theFondation pour la Recherche sur la Biodiversité (foundation for biodiversity research) in France continues. In 2014, TOTAL also teamed up with the Business and Biodiversity Offset Programme, which will be launched in 2015, in order to strengthen offset mechanisms related to biodiversity damage resulting from its new projects. TOTAL also participated in the IUCN 2014 World Park Congress in Sydney, Australia, where it presented its overall approach to biodiversity management and, together with its peers, demonstrated the oil industry’s ability to operate, particularly in sensitive areas in terms of biodiversity. TOTAL classifies protected areas around the world according to the categories defined by IUCN (International Union for the Conservation of Nature). TOTAL consistently aims to launch biodiversity action plans leveraging industry best practices for projects at new facilities and production sites (excluding exploration, storage and distribution operations) in the most sensitive protected areas corresponding to IUCN categories I to IV, such as national parks. In-depth studies are carried out prior to each new field development project and may lead to a series of preventive measures. For instance, in January 2012, the authorities of the Democratic Republic of Congo awarded TOTAL an oil exploration license (Block III), 30% of which is located in the Virunga national park, which is listed among the UNESCO natural World Heritage sites. TOTAL made a public commitment not to work within the zone currently defined as a national park. This commitment was reiterated during the Shareholders’ Meeting in
May 2013. More generally, TOTAL has undertaken to refrain from prospecting or exploiting oil and gas in natural sites inscribed on the World Heritage List as at June 4, 2013.
Finally, TOTAL is involved in sector-specific initiatives, such as those spearheaded by IPIECA, which in 2010 resulted in the publication of a guide to the issue of invasive species. Recommendations include taking seasons into account when planning work and checking the origin of the equipment used.
Consumer health and safety
7.2.3. | Consumer health and safety |
Many of the products that TOTAL markets pose a potential health riskrisks, for example if they are incorrectly used.used incorrectly. The Group therefore meets its current and future obligations with regard to information and prevention in order to minimize the risks throughout the productits product’s life cycle. TOTAL uses various guidelines to ensure compliance with the necessary measures to be implemented to promote consumer health and safety: the Safety Health Environment and Quality Charter (Articles(articles 1 and 5; see“— Health6; refer to “— 2. Safety, Environment Quality Charter”health and environment information”, above); a health policy that sets out the Group’s principles for action in relation to incident prevention and protecting the health of people in direct or indirect contact with its products throughout the entire product life cycle, including customers, users and anyone else involved (health and products);involved; and a directive stating the minimum requirements for marketing products worldwide in order to avoid or reduce potential risks to consumer health and the environment. TOTAL identifies and assesses the risks inherent into its products and their use, and then informs customers and users of these risks and the applicable prevention and protection measures. The material safety data sheets (MSDS) that accompany all products marketed by the Group (in at least one of the languages used in the country) and product labels are two key sources of information in this regard. All new products comply fully with the regulatory requirements in the countries and markets for which they are intended. As part of the first phase of the European REACH Regulation (Registration,Registration, Evaluation, AuthorizationAuthorisation and Restriction of Chemicals)Chemicals Regulation (REACH), the Group has registered a total of 214 chemical substances. This regulation aims to protect the health of consumers and professionals by means of a stringent assessment of the toxicological effects for each substance use scenario and the implementation of appropriate mitigation measures. TOTAL and oil sands
With the development of several major projects in the Canadian oil sands, TOTAL expects to produce 200 kb/d of bitumen within ten to fifteen years. It is vital that the environmental challenges, and in particular the impact on water, the rehabilitation of the land and the ecosystems affected, together with greenhouse gas emissions, are taken into account. For several years, TOTAL has been actively involved in the various collaborative research initiatives undertaken by Canadian industry into these areas, and invests approximately CAD 30 million each year. In particular, TOTAL is one of the founding members of COSIA (Canadian Oil Sands Innovation Alliance), an initiative launched in 2012 by fourteen producers in Canada to accelerate the improvement in the environmental performance of Canadian oil sands by promoting collaboration and innovation.
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(1) | Including nine Upstream, Refining & ChemicalsExcluding exploration wells, seismic surveys and Marketing & Services companies in France.distribution and storage of products.
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| | | 58 | | TOTAL S.A. Form 20-F 2013 |
Item 4 - C. Other Matters In order to restrict water consumption on the Surmont (50%) in situ project, the Group has been working with the operator to optimize water use and recycling. For phase 2 of the project, which is scheduled to begin production in 2015, the selected option is expected to permit water to be withdrawn only from saline aquifers and not from freshwater aquifers or rivers, which will lead to additional processing costs. On Joslyn North (38.25%, operator), TOTAL has committed to building a freshwater storage facility sufficient for ninety days of production, in order to reduce withdrawals from the Athabasca River in low flow periods.
The Group is also involved in oil industry initiatives to improve management of the waste associated with developing oil sand mines, which has historically been stored in tailing ponds. For Joslyn, TOTAL is planning to use processes to separate waste flows and thicken the finest waste, and even flocculation and centrifuging, in order to significantly reduce the size of the tailing ponds and ensure that they are solidified within a few years.
As open-pit mining of oil sands disturbs land and ecosystems, TOTAL is committed to their sustainable rehabilitation throughout its operations, taking into account the specific features of the boreal forest. Sixty percent of the rehabilitation work at Joslyn is expected be completed at the end of mining, and the rest in the next seven years.
Over and above Canadian industry’s efforts to reduce greenhouse gas emissions from the entire oil sands production chain (which are approximately 10% to 15% higher than the average for conventional crude in a complete “well to wheel” cycle, according to the Group’s estimates), TOTAL plans to install cogeneration units at its mines. The Group is also involved in carbon capture and storage project analyses in Alberta.
Mindful of its responsibilities to its stakeholders and neighbors, and particularly the First Nations, TOTAL opened a permanent office in Fort McMurray in 2006. Since that time, the Group has entered into socioeconomic agreements with the Fort McKay, Athabasca Chipewyan and Mikisew Cree First Nations, and with the Regional Municipality of Wood Buffalo. These reflect TOTAL’s commitment to engaging in dialogue with the communities living near its facilities and allowing them to benefit from the economic impact of its activities.
TOTAL and shale gas
TOTAL has stakes either as operator or as partner in several shale gas exploration and production licenses in the United Kingdom, Poland, Denmark, United States, Argentina, Uruguay, China and Australia.
In every country where the Group has operations, its Environmental charter and the Societal directive, backed by its compliance with local legislation, provide the framework for its operations.
The environmental challenges associated with shale gas development include reducing the quantity and impact of chemical additives, optimizing water management, and reducing the visual impact and disturbance caused by the operations. TOTAL’s operational and R&D teams are working to find appropriate technological solutions.
In Europe, where TOTAL has stakes in Denmark and Poland as operator, and in the United Kingdom where it has stakes since January 2014, the Group is focusing its efforts on listening to the various contacts so that the operations can proceed in a way that is acceptable to all stakeholders. TOTAL has also made a commitment to be more transparent, whether by providing
information about projects or by supporting the initiative of the Oil and Gas Producers association, which entails publishing information about fracturing fluids (ngsfacts.org). TOTAL believes that shale gas will have a place in the European energy mix, if the exploration campaigns confirm the economic viability of this resource in Europe.
In the United States, TOTAL is a partner in the appraisal, development and production of shale gas with licenses in the Barnett (Texas) and Utica (Ohio) plays.
In Argentina, TOTAL has stakes either as operator or partner in several shale gas licenses in the Neuquén basin.
In Uruguay, TOTAL is present as operator in two exploration licenses located primarily in the Artigas province in the northwest
of the country. The work planned includes geological, geochemical and environmental surveys.
In Australia, TOTAL is present in four shale gas exploration licenses in the South Georgina basin in the center of the country. TOTAL can increase its stake to 68% and become the operator in the event of development.
In China, TOTAL signed an agreement in 2013 to study the shale gas potential in the Xuancheng license, 300 km to the west of Shanghai.
TOTAL and the Arctic
According to a survey published by the USGS (United States Geological Survey) in 2012, the Arctic might hold 13% of the world’s undiscovered conventional oil resources and 30% of its undiscovered gas resources. These substantial resources could help to meet the rise in demand for energy in the coming decades.
For exploration and production in the Arctic, major challenges must be overcome given the difficult weather and oceanographic conditions, logistical constraints and the nature of the technologies to be deployed in a particularly sensitive ecosystem.
TOTAL currently does not conduct any exploration activities in oil fields under the ice cap.
At the same time, TOTAL is involved in research into the specific issues in the Arctic, in particular through its “Grands froids” (deep cold) R&D program. TOTAL is also taking part in the Joint Industry Program that brings together oil companies and scientific organizations in research into the means of preventing, detecting and responding to accidental pollution by hydrocarbons.
The Group is involved in various projects, including in Norway (Snøhvit, active exploration in the Barents sea) and in Russia (Kharyaga, Yamal LNG, Termokarstovoye).
TOTAL and the Western Sahara
Off the coast of Western Sahara, Morocco awarded an authorization of reconnaissance for the Anzarane Offshore block in December 2011 to the Office National Marocain des Hydrocarbures et des Mines (ONHYM – National Moroccan Bureau of Petroleum and Mines) and Total E&P Maroc. This authorization was extended for another year, first in December 2012 and then again in December 2013. The authorization of reconnaissance for the Anzarane Offshore block is not an oil contract given that it covers only geological and geophysical studies.
To date, preliminary geological studies have been carried out and a 3D seismic survey over an area of 5,900 km2 was conducted by
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Item 4 - Other Matters
ONHYM between November 2012 and July 2013. At this stage, the oil and gas potential of the area has not yet been assessed. Several more months will be needed to process and interpret the seismic data, which had led to the extension of the authorization of reconnaissance.
At the time of the extension of the authorization of reconnaissance in December 2013, Total E&P Maroc signed with ONHYM a joint public declaration and a memorandum of understanding. In the joint declaration, the Moroccan party emphasizes its commitment to comply with the principles of the Charter of the United Nations,
particularly as regards consultation with the local populations and the benefit they will derive from the exploration and mining of natural resources. The memorandum of understanding outlines corporate social responsibility principles for the prospecting period and for any subsequent phases.
In the Western Sahara region where the Anzarane Offshore block is located, as in other places where it operates, TOTAL complies with the applicable laws and international standards mentioned in the Group’s Code of Conduct, particularly those related to human rights.
Social information
The average work week is determined by applicable local law. It is less than forty hours in most of the subsidiaries in Europe and Japan, and forty hours in most of the Asian and African countries. It is longer in the United States and India.
Depending on current local law, there are several programs that aim to create a better balance between work and private life and/or to encourage equal career opportunities. In France, teleworking was introduced in 2012. As of December 31, 2013, there were 255 teleworkers in the oil and petrochemicals perimeter(1), 45% of whom were managers and 30% men.
| | | | | | | | | | | | | | | WHRS 2013 | | | WHRS 2012 | | | WHRS 2011 | | % of companies offering the option of working part-time | | | 63 | %(a) | | | 69 | % | | | 63 | % | % of employees working part-time of those given the option | | | 5.2 | % | | | 5 | % | | | 5 | % | % of companies offering the option of teleworking | | | 22 | % | | | 19 | % | | | 15 | % | % of employees involved in teleworking of those given the option | | | 2.3 | % | | | 2 | % | | | 3 | % |
(a)7.3. | The reduction in this percentage from 2012 to 2013 is due to the differences in the scope of the WHRS. |
The sickness absenteeism rate is one of the indicators monitored in the WHRS:
| | | | | | | | | | | | | | | WHRS 2013 | | | WHRS 2012 | | | WHRS 2011 | | Sickness absenteeism rate | | | 2.5 | % | | | 2.6 | % | | | 2.7 | % |
TOTAL’s employees and their representatives have a privileged position and role among the numerous stakeholders with which the Group has and intends to develop regular dialogue. In countries where employee representation is not required by law, TOTAL strives to set up such representation (for example in Myanmar and Nigeria). There are therefore employee representatives in the majority of Group companies, most of whom are elected. The subjects covered by dialogue with employees vary from company to company, but there are common major themes such as work time, health and safety, compensation, training and equal opportunity.
Organizational changes were carried out in the Group in 2013 in consultation with employee representatives and paved the way for a constructive social dialogue, leading to agreements such as the one on commitments in the context of the disposal of TIGF and the one relating to the mechanism of providing labor support measures for the future of the petrochemical platform in Carling.
In France, thirty-two agreements were signed with employee representatives in 2012, covering in particular retirement conditions, compensation systems, geographical relocations and teleworking.
| | | | | | | | | | | | | | | WHRS 2013 | | | WHRS 2012 | | | WHRS 2011 | | Percentage of companies with employee representation | | | 71.6 | %(a) | | | 79.9 | % | | | 77.4 | % | Percentage of employees covered by collective agreements | | | 67 | % | | | 67.7 | % | | | 70.3 | % |
(a) | The reduction in this percentage from 2012 to 2013 is due to the differences in the scope of the WHRS. |
TOTAL continues to develop dialogue with employees on a European scale through negotiations with European trade union federations.
Several agreements have been signed, including, for example, the convention on labor relations and equal opportunities that aims to set up a common social platform applicable to all the Group’s European entities.
A single Work Committee representing European personnel has been set up at the Group-wide level in order to inform employees and hold discussions on the Group’s strategy, its social, economic and financial situation, as well as questions of sustainable development, CSR and safety on a European scale. It also examines any significant proposed organizational change concerning at least two companies in two European countries, to express its opinion, in addition to the procedures initiated before the national representative bodies.
In addition, every other year TOTAL carries out an internal survey amongst its employees to gather their views and expectations with regard to their work situation and perception of the Company, locally and as a Group. The results of the survey conducted in 2013 amongst 70% of the Group employees show that they have a commitment rate of 73% and that 85% of them are proud to work for TOTAL.
The Group has four priority goals in the field of training:
| – | | sharing TOTAL’s Corporate values, in particular with respect to ethics and corporate HSE;
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| – | | increasing key skills in all business areas and maintaining a high level of operating performance;
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(1) | Including nine Upstream, Refining & Chemicals and Marketing & Services companies in France.
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Item 4 - Other Matters
| – | | promoting employees’ integration and career development through induction, management and personal development training; and
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| – | | supporting the policy of diversity and mobility within the Group through language and intercultural training.
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The Group’s efforts in the field of training continued in 2013: 87% of employees followed at least one training course and, within the scope of the WHRS, 454,000 days of training were offered for a total training budget of about€290 million (mentoring represents approximately 23%). Priorities for technical training or training that meets the specific needs of the activities are implemented
by the operational business divisions in order to better meet the needs of the personnel.
In 2013, the Group continued its effort to provide HSE training, with programs focusing on HSE Culture. This year also marked an acceleration in the development of managerial programs abroad, particularly to strengthen equal career opportunities in the Group. Moreover, TOTAL has continued the large-scale deployment of business-specific e-learning modules and programs on such cross-functional topics as diversity, compliance, competition law, the oil and gas chain, etc. In 2013, 33,000 people attended at least one module.
| | | | | | | | | | | | | Average number of days’ training/year per employee (including mentoring, excludinge-learning) | | WHRS 2013 | | | WHRS 2012 | | | WHRS 2011 | | Group average | | | 5.2 | | | | 5.5 | | | | 5.8 | | By segment | | | | | | | | | | | | | Upstream | | | 9.6 | | | | 8.9 | | | | 9.5 | | Exploration & Production | | | 9.9 | | | | 9.2 | | | | 9.8 | | Gas & Power | | | 2.4 | | | | 5.1 | | | | 5.3 | | Refining & Chemicals | | | 4.6 | | | | 4.9 | | | | 5.0 | | Refining & Chemicals | | | 4.6 | | | | 4.9 | | | | 5.0 | | Trading & Shipping | | | 1.8 | | | | 1.9 | | | | 2.1 | | Marketing & Services | | | 3.4 | | | | 4.2 | | | | 4.4 | | Marketing & Services | | | 3.6 | | | | 4.7 | | | | 4.4 | | New Energies | | | 2.7 | | | | 2.0 | | | | 6.2 | | Corporate | | | 3.3 | | | | 2.9 | | | | 2.4 | | By region | | | | | | | | | | | | | Africa | | | 9.4 | | | | 9.2 | | | | 8.3 | | North America | | | 5.0 | | | | 8.3 | | | | 7.9 | | Latin America | | | 6.9 | | | | 4.1 | | | | 6.2 | | Asia-Pacific | | | 5.1 | | | | 6.0 | | | | 9.4 | | Europe | | | 4.1 | | | | 4.6 | | | | 4.5 | | Middle East | | | 9.4 | | | | 11.6 | | | | 13.9 | | Oceania | | | 2.6 | | | | 3.4 | | | | 1.5 | | French Overseas Departments and Territories | | | 2.3 | | | | 2.4 | | | | 1.5 | | Breakdown by type of training given (including mentoring, excluding e-learning) | | | | | | | | | | | | | Technical | | | 41 | % | | | 42 | % | | | 42 | % | Safety | | | 25 | % | | | 27 | % | | | 29 | % | Language | | | 12 | % | | | 11 | % | | | 8 | % | Other(a) | | | 22 | % | | | 20 | % | | | 21 | % |
(a) | Other: management, personal development, intercultural.
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TOTAL strives to offer equal opportunities to all its employees throughout their professional careers. An action plan was launched in 2004 to ensure that not only recruiters and career managers, but also business unit managers comply with the principle of equal opportunities.
Since 2004, the Group’s Diversity Council, chaired by a member of the Executive Committee, has been overseeing activities with a view to increasing the number of women employees, international employees and local employees up to the highest levels of management. Promoting diversity goes hand-in-hand with combating all forms of discrimination within the Group, whether in relation to openness to different social background, equal opportunities for men and women or the hiring and retaining of employees with disabilities.
| – | | Equal treatment for men and women
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In addition to the various collective agreements embodying its commitment to equal treatment of men and women, TOTAL signed in 2010 the Women’s Empowerment Principles — Equality Means Business (unglobalcompact.org), set out by the United Nations Global Compact.
The Group intends to continue to foster gender diversity in all the Group’s professions and to enable women to gain access to all levels of responsibility on equal terms with their male counterparts. In this regard, the Diversity Council monitors the following indicators:
| | | | | | | | | | | | | % of women | | 2013 | | | 2012 | | | 2011 | | In recruitment on open-ended contracts | | | 36 | % | | | 31 | % | | | 29 | % | Employees in management recruitment/JL(1)³10 | | | 29 | % | | | 27 | % | | | 28 | % | Employees | | | 31 | % | | | 30 | % | | | 30 | % | Employees in management/JL³10 | | | 24 | % | | | 24 | % | | | 23 | % | Employees in senior management | | | 17 | % | | | 16 | % | | | 15 | % |
(1) | JL: the level of the job position according to the Hay method. The Hay method is a unique reference framework used to classify and assess jobs. JL10 corresponds to junior managers.Societal information |
7.3.1. | | | 2013 Form 20-F TOTAL S.A. | | 61TOTAL’s societal approach |
Item 4 - Other Matters
TOTAL also participates inWherever the BoardWomen Partners program, which aims to significantly increase the proportion of women in the boards of large companies throughout Europe. Following the 2012 Shareholders’ Meeting, 33% of TOTAL S.A.’s Board of Directors were women, compared with 26% before the meeting.
The Group also shows its commitment through agreements or provisions relating to access to employment, maternity and paternity leave, child care facilities, working conditions, balancing work and family responsibilities, and managing dual careers.
In addition, the Group offers women the opportunity to share and discuss through TWICE (Total Women’s Initiative for Communication and Exchange), created in 2006 and restarted in 2009. The aim of this network is to promote career development for women in line with TOTAL’s gender diversity strategy. This initiative is currently in place in France and around the world (Germany, Angola, Belgium, Cameroon, Canada, China, Congo, United Arab Emirates, Gabon, Indonesia, Italy, Nigeria and Singapore) and has over 3,000 members. TWICE offers a mentoring program that supports women in their professional development by helping them better negotiate the key phases of their career, deepen their self-exploration and expand their network.
| – | | Internationalization of management
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With employees representing over 130 nationalities, TOTAL enjoys great cultural diversity, and it is important that this be reflected at all levels of the Company and across all business segments.
The Group’s companies recruit for a highly varied portfolio of business segments, usually with a large technical component, and strive to prioritize local recruitment.
In 2013, 73% of managers recruited were non-French, representing more than eighty different nationalities. Several measures have been put in place so that the internationalization of management reflects this diversity, including harmonizing human resources practices (for example with regard to hiring and annual appraisals), increasing the number of foreign postings for non-French employees, and decentralizing training.
| | | | | | | | | | | | | % of non-French | | 2013 | | | 2012 | | | 2011 | | In recruitment on open-ended contracts | | | 90 | % | | | 88 | % | | | 87 | % | Employees in management recruitment/JL³10 | | | 73 | % | | | 71 | % | | | 75 | % | Employees | | | 67 | % | | | 64 | % | | | 64 | % | Employees in management/JL³10 | | | 61 | % | | | 59 | % | | | 59 | % | Employees in senior management | | | 26 | % | | | 25 | % | | | 23 | % |
| – | | Measures promoting the employment and integration of people with disabilities
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For over twenty years, TOTAL has set out its disability policy in France through successive agreements signed with employee representatives to promote the employment of workers with disabilities.
While promoting the direct recruitment of disabled people and cooperation with the sector for disabled workers, TOTAL also takes various types of action:
| ¡ | | in-house: integration, professional training, job retention, advertising, awareness sessions organized for managers and teams, Human Resources managers, etc.; and
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| ¡ | | externally: cooperation with recruitment agencies, information and advertising aimed at students, attendance at specialized recruitment forums, etc.
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In continuation of the work already undertaken, three new 3-year framework agreements (2013-2015) with the French representative unions set out TOTAL’s policy in France with regard to integrating people with disabilities into the work world.
| – | | Measures promoting non-discrimination and diversity
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In addition to basing its recruitment policy on the principle of non-discrimination, TOTAL is involved in a number of initiatives to promote diversity. In France, the Group is in particular a partner in the action taken by IMS-Entreprendre pour la Cité (Institut Mécénat-Solidarité), with a view to facilitating the integration of young graduates into the workplace.
The TOTAL Foundation also works alongside several associations that help young graduates from disadvantaged backgrounds to find jobs or support them in further education.
Community development information
TOTAL’s aim is to be known, both by host governments and by its partners, as an operator that strives for excellence. Wherever it operates, and in line with the values and principles set out in its Code of Conduct Ethics Charter and Safety Health Environment and Quality Charter, TOTAL places its commitment to community development at the heart of its corporate responsibility in order to create value that is shared with those residingliving near its facilities, its suppliers and its employees.
Formalized in 2011 and accompanied by a directive intended to facilitate its practical implementation within the Group, the societal policy is one of the cornerstones underpinning TOTAL’s commitment to meeting the challenges of sustainable development. The societal policy and directive apply to all Group entities and subsidiaries in compliance with their own decision-making process. This approach, which is deployed within most of the Group’s business units directly linked toin direct relation with operations, encompasses the actionactions taken to improve the Group’s integration into the countries where it operates. Managing risks, facilitating operations and creating opportunities are the three components of a coherent strategy of reducing negative impacts and promoting socioeconomic development through close cooperation with national authorities and with the support of local populations. To accomplish this, openness, Openness, dialogue and engagement are essential for developing constructive and transparent relations with all stakeholders.
In concrete terms, the primary goal is to strengthen the local content (employment and subcontracting) of the Group’s activities, foster economic diversification, support educational and skills improvement projects, promote the heritage and cultural wealth of local communities, contribute to human and social development and, in particular, facilitate access to energy for the most disadvantaged populations via innovative and long-term social business solutions.
New societal reporting tools were developed in 2012 and implemented in 2013 toTo better monitor the community developmentsocietal initiative as a whole, and in line with the defined strategic priorities (Groupas defined by the Group societal policy, and directive). The Group’s societal reporting ontools make it possible to both survey the operated scope now consistswhole range of two parts:
A qualitative self-assessment questionnaire ofsocietal actions conducted locally by the application of the societal directive. This questionnaire can be usedoperational divisions and to assess and manage the degree of deployment ofextent to which the societal directive inis implemented within the Group.
A quantitative questionnaire listing all the local community development actions taken by the Group’s operational divisions.
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Item 4 - Other Matters
This new annual reporting aims to improve the measurementassessment of the efforts made by the Group in this field. In As of 2013, a cross-functional working group developed eight indicators of societal performance, indicators with reference todefined on the basis of the societal policy: two indicators measure the quality of social dialogue with stakeholders, one indicator concerns the management of the impact of the Group’s activities, four others focus on economic and social development projects and the last one on access to energy. These indicators, applicable to all the community development actions consolidated at the Group level from 2014, will allowpolicy, have enabled a more accurate analysis of the societal approach of the subsidiaries and sites and will serveserved as a tool to monitor the Group’s communitysocietal actions. These indicators measure the quality of social dialogue with stakeholders, the management of the impact of the Group’s activities, economic and social development projects and access to energy.
The Group’s expertise is based on the continuous professionalization of its communitysocietal development engineers. Tools such as structuring projects, setting goals and monitoring and assessingassessment indicators have enabled TOTAL to progress from anaid-giving approach to one in which communities take charge of their own development. In Exploration & Production, more than 400 people are involved in community developmentthe societal area (including experts under contract), with over 360 involved on a full-time basis. Furthermore, TOTALSeveral documents have been created to formalize the societal methodology at TOTAL:guide to local dialogue, guide to local content, practical guide to local development projects, the Exploration & Production societal guide and manual. This organization is onecompleted by the presence of the only companies to dedicate a person in the Group’s Head Office representative who is fully dedicated to relationshipsrelations with NGOs. •7.3.2. | | Dialogue and involvement with stakeholders |
For someSince about twenty years, changes in the regulatory framework have promoted the information, consultation and dialogue with stakeholders prior to making decisions that have a significant environmental impact.impact on the environment.
In addition to complying with regulations, TOTAL sets up structures for dialogue at every level ofwithin the Group. Communities neighboring TOTAL’s sites often have questions about the impactThe foremost requirement of the Group’s activities on health, safety and the environment. Establishing a dialogue with the residents and with other local stakeholders helps provide answers to these legitimate concerns. The number one requirement of the societal directive is that “each“each asset must consult its stakeholders regularly to gain a clearer understanding of their expectations and concerns, measure their level of satisfaction regarding the Group and identify avenues of improvement for its societal strategy”strategy”.
7.3.2.1. | Stakeholder consultation processes |
i. Stakeholder consultation processes:TOTAL strives to develop a continuous dialogue with its stakeholders and to ensure the long-term sustainability of this relationship through various mechanisms and structures. Along these lines, the Group has launched various initiatives in recent years:years.
In the Group’s Exploration & Production entities, the role of the Community Liaison Officers (CLO) is often decisive. Generally members of the local community, whose language they speak and whose customs they understand, they are employed by TOTAL and trained to the culture and specific characteristics of the oil industry so that they can maintain the dialogue between the subsidiary and the local communities. CLOs promote the Company’s integration in the local context and are the first link in its societal initiative. For example, Total E&P Bolivia is currently recruiting a number of CLOs within the framework of the Azero exploration license acquired in 2013. Similarly, in the Democratic Republic of the Congo, two CLOs have been recruited, a community representative undertakes spot assignments as required and consultation committees have been set up at various levels (local authorities, NGO, local populations). In addition, the CLOs receive regular training to ensure greater familiarization with TOTAL’s societal practices: in 2014, this applied in particular to Yemen. Dialogue prior to exploration and production activities This dialogue can be initiated by local consultants within the framework of social baseline studies. This occurred in 2014 as part of the study conducted for the development of the Absheron field in the Caspian Sea for which interviews were conducted by Azeri consultants in the five villages located in a radius of 10 km around the future offshore terminal: | –• | | Several documents have been created400 interviews to formalizeobtain socioeconomic information directly from the societal methodology at TOTAL: Guidepopulation (living conditions, access to Stakeholder Dialogue, Local Community Guide, Practical guide for Local Development, E&P Societal Guide & Manual.services and infrastructure, economic activities, etc.);
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| –• | | In the Group’s Exploration & Production subsidiaries,ten discussion groups (groups of ten people each, two groups per village, with men and particularly during the project phase, CLOs (Community Liaison Officers) often play a key role. These officers, who come from the local community, speak its languagewomen forming different groups to ensure that everyone felt at ease to express his or her point of view); and understand its practices, are employed by TOTAL and trained in the culture and specific characteristics of the oil industry. CLOs promote the company’s integration in the local context and are the first link in its community development initiative. For example, in Uganda, the Exploration & Production subsidiary has set up a highly structured process to select eight CLOs and prepare them for their tasks. All of
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| | them come from the voluntary and NGO sectors and have a good knowledge of the social fabric. Each of them speak a local language and can therefore speak to the concerned people in their language. Similarly, in Yemen, a department is dedicated to relations with stakeholders.
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| –• | | A Memorandum of Understanding (MoU) can be signedthirty interviews with the communities to formalize an agreement. For example, in Indonesia, working committees signed an MoU with the communities,key stakeholders (government and local authorities, and Total E&P Indonesia in 2013. Other MoUs have been signed in Nigeria and Canada.local industrialists, community associations).
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The aim of this preliminary dialogue is to identify at a very early stage, and even before the start of operational activities on site, the stakeholders that may potentially be affected and to understand the human socioeconomic context in this geographical area. This dialogue with the stakeholders will be continued as part of the study of potential impacts and the ways they can be taken into account that will be conducted in 2015. Agreements may be signed with the communities in order to organize relations with the stakeholders. For example, thirteen five-year Memorandums of Understanding (MoU) are in effect in Nigeria in connection with onshore activities. Public consultations, meetings with stakeholders, and media campaigns are also organized. In 2014, consultations were held in many different countries, in particular in Bolivia, Bulgaria, Denmark, Mauritania, Myanmar and the Republic of the Congo. | – | | 2014 Form 20-F TOTAL S.A. | | “Open houses” have been created in Yemen and the Republic of South Sudan. Public consultations are also organized, as well as meetings with stakeholders (Australia, Brunei, Democratic Republic of Congo), consultations and media campaigns.
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| – | | The signature of “Responsible Care®”, a voluntary commitment of the global chemicals industry, led to the creation of Community Advisory Panels in the United States, developed at the initiative of the American Chemistry Council. The “Terrains d’entente” (common ground) initiative was launched in France in 2002 within TOTAL’s Chemicals business segment (now integrated into the Refining & Chemicals segment) with the objective to strengthen dialogue between industrial sites and their environment.
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| – | | Initiated by TOTAL, the “Safety and Environment Commission” of the Feluy industrial park in Belgium is a voluntary forum for dialogue among industrial players, authorities and residents on the effects of companies’ operations in the areas of safety, health and environmental protection.
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| – | | The “Conférence Riveraine” (residents’ conference) was set up in 2007 by the Feyzin refinery in France, in partnership with the Feyzin town council. This residents’ dialogue forum improves the living conditions of the neighboring population and its relationship with the site. It was recognized by the authorities as a consultation partner under the technological risk prevention plan.
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| – | | Site monitoring commissions, which succeeded the local information and consultation committees in France, pursuant to the French technological risk prevention act, have been created.
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| – | | In 2011, a collective consultation process was introduced in the Lorraine region of France involving stakeholders from all the Group’s business segments operating in this region. 69 |
Item 4 - C. Other Matters In Denmark, the local subsidiary plans to drill an exploration well to explore for shale gas in the northern part of the Jutland province. For more than two years, a CLO recruited from the local community has been responsible for communications with the stakeholders. In early 2014, a formal period of consultation with the stakeholders began, including a public consultation together with a presentation of the results of the impact study. Following this meeting, a large number of questions were sent by stakeholders, and Total E&P Denmark provided the necessary technical information to the local authority. Since the end of this formal phase, regular meetings have been organized with residents to explain the operating process and its scheduling. Civil engineering work to prepare for drilling started in the fall of 2014 and local associations, the local community, and local and national government bodies are kept regularly informed of the progress of operations. ii.“SRM+”In France, within Refining & Chemicals, site monitoring commissions were set up in 2014 at the main industrial sites, pursuant to the French technological risk prevention act. These commissions replaced the local information and consultation committees. The site monitoring commission is a regulatory information-sharing structure which is required to be set up in France in facilities classified for environmental protection (Installation classée pour la protection de l’environnement — ICPE). The commission allows a dialogue tool:to be established, to provide information relating to the operation of the facility and in particular its impact on people and the environment. The commission regroups representatives of public administrations, of the facility’s owner and its employees, communities and associations for the protection of the environment or consumers. The commission is chaired by the prefect.
In Belgium, the “safety and environment commission” of the Feluy industrial park, which was set up on TOTAL’s initiative in 2014, is a permanent voluntary forum for dialogue among industrial players, authorities and residents on the impacts of companies’ operations in the areas of safety, health and environmental protection. In the United States, as of the signature in 1991 of “Responsible Care®”, a voluntary commitment of the global Chemicals industry, Community Advisory Panels have been actively working in cooperation with local residents. 7.3.2.2. | “SRM+” dialogue tool |
To put its societal approach to community development at its sites and subsidiaries on a professional footing, TOTAL implemented the internal SRM+ (Stakeholder Relationship Management) toolmethodology in 2006. It is usedIts aims are to identify and map the main stakeholders, schedule meetings with them and understand their perceptionperceptions and challenges,stakes, and then draw updefine an action plan for building a long-term relationship. This mechanism represents a unique opportunity to explain the Group’s activities and present the actions it implements, but also to listen to the expectations of local stakeholders and answer questions. It also makes it possible to establish a trust-based relationship and demonstrate that TOTAL is completely transparent in its activities. Ultimately, these discussions allow the Group to consolidate its strategy and identify expectations to which it can respond. In 2014, SRM+ was deployed by rolled out to a number of Group entities. Exploration & Production, in Qatar and Kenya in 2013. The Marketing & Services segment carried out further deployments of SRM+ in 2013, including:particular, has undertaken new deployments:
| – | | India (Namakkal): seventeen stakeholders were interviewedIn three countries (South Africa, Uruguay and Bulgaria) in which the development of oil-related activities is still at a low level, SRM+ has been deployed at a very early stage of activity within the exploration process. This approach has made it possible to create a climate of confidence and concurred that the subsidiary’s team maintained a good relationship with its environment.
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Item 4 - Other Matters
| | Some issues, such as power cuts, public informationopenness and economicto launch a dialogue which has enabled the subsidiary to develop a strategy for its relations and communication with stakeholders; and
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In the Republic of the Congo, the SRM+ approach has made it possible to better understand changes in stakeholders’ expectations. In 2014, a new module was developed and tested in Pointe-Noire. From now on, it will ensure that the portfolio of community development activities is better harmonized with these expectations. Marketing & Services has also undertaken new SRM+ deployments in 2014: At the Hsinchu lubricants plant in Taiwan, sixteen stakeholders were interviewed, raising subjects such as information on Group activities and road safety. The use of the SRM+ tool has enabled the generation of a suitable action plan by the teams and the validation of a number of actions in consultation with the management of the subsidiary. Initiatives in the field of road safety are underway and include, in particular, the planned installation of a “road safety cube” in a nearby school. Following the deployment of the tool, meetings with the various stakeholders (NGOs, authorities) have also been held in order to define joint actions in a number of different fields and increase familiarity with the Group’s activities at a local level; • | | In the United States, the Linden lubricants plant (New Jersey) has been part of the city’s urban and industrial landscape since the 19th century. Eight stakeholders were interviewed during the SRM+ study which was conducted in 2014. The main concerns related to the human and social development of the community were raised. Anin the vicinity of the plant. More specifically, the action plan was built byincluded visits to the community development team and validated by the executive committee. It includes twenty-two actions, some of which have already been carried out, such as renovating the roof of the village community center using recycled materials. The building was then inaugurated alongsite, a closer partnership with the villagers. |
| – | | Jamaica: twenty-nine stakeholders were identified, of whom fourteen were interviewed. The action plan features eleven priority actions to be implemented. This exercise helped identify areas for improvement such as distributing HSEQ documents (e.g., HSE charter, best practices, check lists) to customers, but also some medium/long term actions such as organizing a forum of local smalluniversity, TOTAL’s participation in its partners’ representative bodies, and medium enterprises (e.g., on accounting, energy savings, finance), developing the skills of fuel attendants or setting up partnerships on environmental matters.involvement in events and local activities;
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In Africa/Middle East, SRM+ was implemented at forty-two sites in 2014. Nine new subsidiaries drew up action plans following consultations with the relevant stakeholders (Burkina Faso, Chad, Egypt, Eritrea, Jordan, Niger, Saudi Arabia, Togo and Zambia), thus bringing the number of countries in which the approach has been adopted in the region to thirty-one. SRM+ has been implemented in the vicinity of depots, service stations and the head offices of subsidiaries; and SRM+ has proved to be a very useful tool, for example during the construction of a service station in the Republic of the Congo where the increase in traffic volumes had caused concern among the local population. These fears led the subsidiary to target its interventions on the nearby school in order to familiarize local children with road hazards. In Ethiopia, local communities in Dukam expressed their wish to be involved in a tree planting program around the depot. As a result, 3,000 trees were planted with the help of employees and local residents. This operation, which is known as “Green village of Total Ethiopia and Dukam Town administration village” will be repeated each year. Much appreciated by stakeholders as an original initiative, the SRM+ approach has led to the organization of open-day events at a number of the Group’s gas depots in South Africa, thus increasing the level of familiarity with TOTAL’s sites and reassuring local residents about the Group’s activities. Finally, in Refining & Chemicals, the SRM+ approach is currently being implemented at the Donges refinery in France. 7.3.2.3. | – | | The Africa/Middle East division is in an active phase of development: about ten subsidiaries launched an SRM+ approach in 2013 (Ethiopia, Eritrea, Gambia, Mali, Sierra Leone, Togo, Congo, Gabon, Uganda, Tanzania, Malawi, Reunion Island). These deployments took place either at depots, around certain service stations or at the Head Office depending on the specific issues faced by each subsidiary. The progress varies from one subsidiary to another, but the actions plans identified will be implemented.Dialogue with indigenous and tribal peoples
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iii.Dialogue with indigenous and tribal peoples:TOTAL is aware of the specificities of indigenous and tribal peoples (as identified in the International Labor Organization’s Convention
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Item 4 - C. Other Matters No. 169), and has introduced a Charter of principles and guidelinescharter regarding indigenous and tribal peoples with guidelines and principles to be followed with communities that are in contact with its subsidiaries. Under this Chartercharter and in compliance with its Code of Conduct, the Group strives to get to knowidentify and understand the legitimate needs of the communities neighboring its subsidiaries. In particular, this Chartercharter encourages the subsidiaries to call on experts to identify and understand the expectations and specificities of indigenous peoples, to consult and dialogue with them through dialogue before starting industrial projects and to make a positive contribution to their socioeconomic development. Further, CDA or “Collaborative Learning Project”, an American non-profit organization specialized in handling conflicts with local communities, helps the Group to assess the local communities’ perception of the social impact of its projects in high risk regions. The Nigeria Oil & Gas Corporate Social Responsibility 2012 prize was awarded to Total E&P Nigeria for its commitment to local communities.
Respect for human rights is a factor of social recognition: the Group is recognized today (notably by the Nobel Peace Prize laureate, Ms. Aung San Suu Kyi) as a responsible investor in Myanmar.
Fully aware that taking human rights into consideration is one of the cornerstones of its industrial projects with respect to local populations, in 2012 TOTAL participated in 2012 in the work of the IPIECA (global(the global oil and gas industry association for environmental and social issues) to develop the guide entitled “Indigenous Peoples and the oil and gas industry: context, issues and emerging good practices”. The Group also contributed to the “Oxfam America’s Community Consent Index”, a collection of best practices in terms of FPIC (Free Prior Informed Consent). The Group thus shared its experience with the Guarani people in Bolivia. The subsidiary Total E&P Bolivia has embarked on an exemplarystarted a partnership with the Guarani communities in the Santa Cruz department. The subsidiaryarea and has launched a number of socioeconomic development initiatives, by striving to rectify discriminations,engaging in the fight against discrimination, and especially gender discrimination.
Example: dialogueDialogue with indigenous and tribal peoplescommunities in Bolivia
Since 2011, Total E&P Bolivia has been developing a gas depositfield discovered in 2004 in the eastern lowlands of Bolivia. ThisThe Incahuasi project to constructinvolves the construction of a gas plant andlocated on the Guarani territory of Alto Parapeti as well as a 100 km-long pipeline of over 100 km falls within a stringentwhich will run through three other Guarani territories. The legal framework that protectswithin which the project is being conducted is extremely protective of the rights of indigenous people.peoples. The consultation process undertaken by the government, helpsmust make it possible to identify the economic and sociocultural impacts of the project and where appropriate, opensdetermine the door to the negotiation of financialeconomic compensation between the concerned company and the stakeholders, for the impacts that cannot be mitigated.unavoidable impacts. The consultation process initiated by the subsidiary in 2011 to obtain the environmental permit was suspended in the wake of opposition from an indigenous organization that owns a part of the project area regarding rights of use and passage. Consultation with the indigenous peoples was resumed again from May to September 20132013. Total E&P Bolivia played an extremely active role in the consultation process and the negotiations on rights of use resulted in an agreement.agreement concerning the joint identification of the environmental, social, economic and cultural impacts. The Group’s societal directiveunavoidable sociocultural impacts will give rise to compensation, which is to be negotiated between the indigenous organizations and its implementation in Exploration & Production helped the subsidiary to manageCompany. Open-mindedness of spirit coupled with perseverance have enabled the community development componentteam to build an atmosphere of the project. Open-mindedness, dialoguetrust and perseverance enabled to forge tiesconduct discussions with the communitiesa wide range of partners, including both official and notably to discuss with several contacts from different groupsunofficial leaders, as part of stakeholders, formal but also informal leaders, to send across the same message to all in a process of direct dialogue with the concerned communities and not justrather than simply with their representatives. Internally,2014 was marked by extensive negotiations with four indigenous Guarani organizations and involved more than thirty meetings.
Transparency with regard to the subsidiary’sagreements signed with the local authorities and respect for their application are key principles underpinning the responsible, credible management that makes it possible to construct a long-lasting trusting relationship. The community development team became strongerleaders, though sometimes reticent, recognize the positive impact of this approach, including in terms of their own role within their communities. The implementation of a procedure for the handling of grievances represented a major challenge. In a country which is used to seeing demonstrations and more professional and also acquiredblockades of all types, this new mechanism had to prove its effectiveness. Of forty complaints received since the necessary tools (community development plan and procedures). Externally, the team strives to foster dialogue, relies on the government as the mediator and reaches out to a number of contacts. It strives to inform the project’s neighbors about the statusbeginning of the negotiations, the reasons for its position and the challenges faced by the project. Ayear, only two are still currently unresolved. The participatory approach also aimsset up to involveidentify, monitor and assess societal projects encourages the communities. iv. Grievance handling: An increasing numberinvolvement of Exploration & Production subsidiariesthe persons who are setting up a grievance mechanism for local communities impacted by industrial projects. In lineaffected. Partnerships with institutions possessing in-depth expertise have strengthened the United Nations Guiding Principles on Business and Human Rights, a guide related to this complaints procedure was developed and published in August 2013. This procedure forms an integral partcredibility of the societal management planteam. The communities involved sometimes prefer to entrust Total E&P Bolivia and embodiesits partner institutions with the first requirementresponsibility of implementing the Group’s societal directive. For example, a specific mechanism has been introducedprojects in Uganda as part of the societal management plan.
To improve the management of relationshipsorder to guarantee that all their members share equitably and dialogue with stakeholders, the IPIECA has launched a pilot project to promote the introduction of international standards and best practicestransparently in the industry. Total E&P Congo was selected as the pilot to implement this grievance mechanism. This process is consistent with a willingness to dialogue with the stakeholders to strengthen the tiesbenefits.
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Item 4 - Other Matters
with the Djeno community, to avert societal risks and foster a proactive and responsible management of the subsidiary’s operations. In 2012, IPIECA engaged the firm Triple R Alliance and several missions were carried out at Total E&P Congo in 2012 and 2013 to complete and improve the efficiency of the already existing procedures for receiving and handling grievances.
•7.3.3. | | Controlling the impact of the Group’s activities |
i. Integration of a societal approach into operational processes:In order to better control the impact of the Group’s operations, the societal approach is integrated into theits operational processes.
Since 2012, societal issues have been integrated into Exploration & Production’s and Refining & Chemical’s HSE management systemsystems, known as MAESTRO (Management and Expectations Standards Towards Robust Operations). Seven audits were conducted within the Exploration & Production division in 20132014 (Algeria, Gabon, Indonesia, Italy, Myanmar, Nigeria and the Netherlands). In total, these audits have given rise to sixty-seven recommendations and will help support efforts to improve control of the societal impacts of the Group’s operations. The HSE approach has been extended to H3SE (Health, Safety, Security, Society, Environment), with Societal and Security being added to Safety. 7.3.3.1. | Understanding the social context: baseline studies |
To gain a better understanding of the socioeconomic context, it is first necessary to conduct a baseline study. On average, these studies last between three and six months and are generally accompanied by a consultation phase involving local stakeholders. In the onshore Neuquén basin in the United Arab Emirates, Yemen, Uganda, Bolivia, Argentina, the UK and Malaysia.baseline study lasted more than six months during 2014. Since 2012, the MOST tool (Management Operational Societal Tool) has been employed to steer and coordinate societal projects. It was set up in 2012 in the Group’s subsidiaries in Congo, Gabon, Angola, Nigeria, Uganda, Democratic Republic of Congo, Myanmar and Yemen. In 2013, it was implemented in Italy, Indonesia, Bolivia and Venezuela. This system brings together such modules as “dialogue with stakeholders”, “grievance handling”, “land compensation” and “contributions to development” (with a “local employment” module in Uganda), with functionality that has been further improved in 2013. The use of these tools isAs part of the process to help the local teams monitorAzero exploration Block in Bolivia, a socioeconomic baseline study is currently underway over an area of 786,000 hectares on which exploration work will take place. This area includes six indigenous Guarani territories, fifty Quechua communities, eleven municipalities and manage the societal approach with a higher degree of professionalism.
In 2013, impact assessments were notably conducted in Ugandatwo parks (one national and the Democratic Republicother regional). This study will make it possible to launch a dialogue with all these new stakeholders at an early stage of Congo.activities. To undertake this action, the subsidiary’s societal team is growing stronger, in particular by recruiting new CLOs.
7.3.3.2. | Avoid, reduce, compensate: impact studies |
In Exploration & Production, impact studies are carried out before any operation in accordance with TOTAL’s standards. In 2014, such studies were conducted or launched, for example in Mauritania (prior to the drilling of a deep offshore exploration well), in Myanmar (new deep offshore exploration block) and in Uganda. For the Group’s other activities, impact studies are conducted on acase-by-case basis. Within the context of the eleven new offshore exploration blocks acquired in Brazil, the terms of reference of the impact studies are currently being defined. | | | 2014 Form 20-F TOTAL S.A. | | 71 |
Item 4 - C. Other Matters As part of the redevelopment of offshore production at the Bul Hanine and Al Khalij fields in Qatar, thestate-owned company Qatar Petroleum has asked TOTAL to conduct impact studies. In the Democratic Republic of the Congo (DRC), Total E&P CongoRDC became an operator in Block III in Lake Albert.of the Graben Albertine. TOTAL made the commitment not to carry out any exploration activity in the Virunga national park, partly located in Block III. WithIn agreement with the consent of thenational Congolese national authorities and in compliance with the Group’s own internal rules, an Environmentala human rights and conflict probability assessment was conducted in 2013 and 2014 by the International Alert NGO, specialized in conflict-related studies. This assessment was carried out in parallel with the environmental and social impact assessment (ESIA)study, which was conducted from September 2012 to June 2013 withand involved two visits to the block. About 170 stakeholdersThe results of this study were consulted. Two days were devoted to reporting the assessment findings, on the spot,made public to the stakeholders. A formal presentation followed by a discussion and a question-answer session was organized forrepresentatives of the local population, the local authorities and regional administrative authorities. One day was also organized for the stakeholders, who were invitedNGOs in October 2014. TOTAL has committed to review the assessment findings and to discuss with TOTAL’s management and technical team.applying its recommendations. In Uganda, Total E&P Uganda operatesis in certain blocks in partnership with the companies Tullow and CNOOC.particular operator of Block EA1. According to Ugandan law, TOTAL is not required to carry out anyan impact assessment until the government has approved the project. However, given the need to gather and integrate a wealth of information about the societal context and potential impacts on the communities, Total E&P Uganda chose to engagehas asked a team of international and national experts to conductperform a “social screening”. About twenty communities were consulted using recognized methods including interviews, focus groups, inventorynumber of communities and direct observation on the field.social screening studies. The results of the social screeningthese studies led to significant changes in the project to avoid andor minimize the impact on the communities living close to future facilities. The specifications for the environmental and social impact study for the Buliisa development project have written. TOTAL has been working together with the international organization SNV since 2012 to develop agricultural diagnostics based on a methodology developed by French agricultural engineers (AgroParisTech). The study consists of a qualitative and quantitative analysis of the most important agricultural value chains present in the area covered by the exploration block (maize, cassava, rice, honey, vegetables and dairy products). The aim is to provide support for the existing agricultural systems and help accelerate development by making it easier for traditional rural communities to gain access to major national buyers (tools, training and contact platform, purchasing center, storage sites). In Nigeria, research has been entrustedcommissioned since 2008 to ESSEC/IRENE (Advancedthe Advanced High School of Economic and Commercial Sciences/Institute for Research and Education in Negotiation in Europe)Europe (ESSEC/IRENE) on the impact of oil production activities on people living in the Niger Delta, withand involving field surveys and interviews with 2,000 peoplethe concerned populations (Onelga and Eastern Obolo). The aim of this research is, has been finalized and consolidated. Two surveys conducted in 2008 and 2012 have made it possible to determine a set of impact indicators capable of measuring the direct effectperform better assessments of the Group’s activities onarea and monitor the living conditionsevolution of the impacted populations. The results are expected to be consolidated in 2014 and will serve as a basis for a study involving the creation of simplified indicators for other subsidiaries.indicators. In addition, the Group regularly calls onuses CDA, an independent,non-profit organization, to assess the impact of its operations and socioeconomic programs in host countries. For example, CDA has undertaken several assignmentsconducted an evaluation mission in Myanmar in recent years, the reports of whichNovember 2014. The corresponding results are available online on the organization’s website. ii. Road safety awareness initiativesFinally, the Management Operational Societal Tool (MOST), originally introduced in Africa: Over2011 to assist in the years,management of local development projects by subsidiaries, has expanded in scope. The tool is now deployed in sixteen sites in thirteen countries and is used to manage other aspects of societal projects: relations with stakeholders (contacts, events, issues), site-related grievances, land acquisitions, compensation relating to the GroupGroup’s industrial activity, temporary employment during seismic survey campaigns.
The use of this tool forms part of the process of increasing the professionalism of local teams and introducing better structured reporting to serve as a basis for the analysis of societal performance. 7.3.3.3. | Handling grievances from local communities |
In Exploration & Production, subsidiaries are progressively setting up grievance mechanisms for local communities impacted by industrial projects. Inspired by the United Nations Guiding Principles on Business & Human Rights, a guide covering this procedure for the handling of grievances was drawn up and published in August 2013. This procedure is an integral part of the societal management plan and represents a concrete expression of the first requirement of the Group’s societal directive. For example, a dedicated mechanism for the handling of grievances was introduced in Uruguay as part of stakeholder communications as early as the seismic campaign (exploration phase). This plan, which was drawn up by the subsidiary’s societal team, is supported by the presence in the field of a CLO who is a member of the local community. Similarly, in Uganda, dedicated grievance handling mechanisms based on the local presence of CLOs have been prepared or existing plans have been updated as part of the overall societal management plan. In 2012, IPIECA, working in combination with the Triple Alliance agency, launched seven pilot projects to improve the management of the processes used to gather and handle grievances. Total E&P Congo was chosen to participate in one of these pilot studies. This process is consistent with a desire to enhance the dialogue between Total E&P Congo and the Djeno community, in order to avert societal risks and foster the proactive and responsible management of the subsidiary’s operations. Following various missions undertaken by Triple Alliance in 2012 and 2013, Total E&P Congo has developed a major projectnew procedure for gathering and handling grievances and this was introduced in 2014. In 2014, Marketing & Services published a brochure designed to raise road safety awareness among all categories of road users. Given its distribution activity on the African continent, the Africa/Middle East division is particularly sensitive to these issues. It deployed a road transport improvement program, PATROM, which it has continued to develop over the years. In 2013, the Africa/Middle East division launched a large number of transporter assessments, carried out by transport professionals,grievance management issues in order to checkallow the segment’s subsidiaries and operating sites to get familiar with this subject and introduce systems for the handling of grievances separate from those used to deal with commercial complaints. This mechanism is currently being tested in a number of subsidiaries. It should encourage the rapid expansion of this good practice through the adaptation of the existing procedures.
7.3.3.4. | Managing impacts: road safety, a priority |
As a key element of safety management, road safety is one of the Group’s main societal priorities. Consequently, TOTAL launched a sweeping inspection program for its transporters in Africa and the Middle East in 2012. This improvement program goes beyond merely auditing, in that the transporters are assisted in improving their transport management systems in order to achieve compliance with the safety requirements set out by TOTAL. In order to ensure objectivity, this initiative benefits from the support of independent transport experts. These inspections are based on four interdependent audit items: driver training, the technical standards met by the vehicle fleets, itinerary management, and the existence of a management system. They enable a dialogue to be started with the transporters and lead to an assessment which, if necessary, is followed up by an improvement plan. In such cases, a follow-up inspection performed the following year enables the validation of the improvements made. Alternatively, if the requested progress has not been achieved, these companies: 273inspections may result in the termination | | | 72 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters of the contract. More than 90% of the transporters contracted to the subsidiaries of Marketing & Services in Africa — Middle East were inspected between December 2012 and October 2014. 70% obtained a rating complying with TOTAL’s standards and requirements. The contracts of those who did not meet the expected standards within six months were terminated. Thus, at end 2014, 28% of the contracts of inspected transporters were auditedterminated (i.e. 90 out of 326). Some rare exceptions were granted a derogation to be reinspected. In 2014, 66 initial and 101 follow-up inspections were performed. Even at year-endthis stage in the project, it has already been possible to note a fall in the number of accidents, the optimization of truck rotation, and improved profitability which has allowed transporters to modernize their fleets. This approach has made it possible to gather the best available practices and has led to the production of a booklet intended for all transporters. As of 2013, the Africa-Middle East division has implemented a light vehicles policy which represented 73%has been deployed in all the subsidiaries of the area’s transporters. In addition to these audits, five regional agreements were signed among allregion. It sets out the transporters to strengthen the sharing of experience, dialogue and best practices. Such actions broaden those carried outrequirements for vehicles owned or hired by the subsidiariesGroup entities. This policy introduces or serves as a reminder of safety regulations, including the need to use suitable, roadworthy vehicles, improvements of drivers’ skills and behavior, the analysis of traffic risks, itinerary management and the feedback of information about events and dangerous situations. Various criteria (ABS, age and mileage, airbag, safety belts, onboard computers, etc.) have been identified to enable the monitoring of the conscientious application of these rules. The result has been the early renewal of the vehicle fleet to ensure compliance. Almost all of the vehicles now comply with local authoritiesrequirements. In order to enhance transport safety and driver training. At the same time, the Group continues to partnerensure these rules are effectively complied with, the World Bank, withinprocedure provides for preventive driving training every two years and annual awareness-raising sessions at which drivers can share their experiences. The analysis of traffic risks, together with the frameworkevents and dangerous situations reported by drivers, are key elements in evaluating driving practices and ensuring the continuous improvement of the procedure.
In line with the United Nations resolution on the decade of action for road safety. NGOs in Kenya, Uganda and Cameroon have been createdsafety, TOTAL has signed a partnership with the World Bank relating to bring the stakeholders together. This collaboration, called ARSCI (Africanintroduction of the African Road Safety Corridors Initiatives)Initiative (ARSCI), a scheme intended to improve road safety and reduce accidents and the number of victims on two cross-border road corridors characterized by particularly high fatality levels. Bringing together a number of private and public partners, collaboration within the ARSCI project has helped shareto identify the northern corridor (linking Mombasa to Kampala) and stepthe central corridor (between N’Djamena and Douala). In 2012, to help mobilize the public and private sectors as well as the associations that are active in the field, TOTAL set up societalan independent organization known as Safe Way Right Way (SWRW). It aims at uniting and mobilizing partners in order to raise funds and implement actions aimed at reducingand awareness campaigns in cooperation with the authorities, all of this with a view to improving regulations and their implementation. Through SWRW, TOTAL is working together with partners in Kenya, Cameroon and Uganda to encourage the development of road accidents, consideredsafety initiatives. In 2014, awareness campaigns were organized in Kenya as part of the road safety week and a special day dedicated to be a major public health problem. Studies conductedthe commemoration of victims of road accidents. In Cameroon, nearly 100,000 people were made aware of traffic risks via the safety caravan. Further activities have also been undertaken in partnership with universities have drawn uppolice forces: in Kenya, a benchmark study has made it possible to identify 160 accident black spots together with the reasons that make them so dangerous. The resulting map, which has been
provided to the Ministry of these roadsTransport and identify risk areasInfrastructure, should lead to target priority actions. Using this information displayedmeasures such as the installation of road signs. It has also been made publicly available on the onboard computers of trucks, drivers can take extra care when they cross these identified points and appropriate road signs can also be installed. Awareness-raising caravans were also organizedSWRW website. Also in cooperation with the police, duringa speed reduction campaign in Uganda has led to the donation of speed cameras accompanied by training events and activities designed to make users aware of road hazards. To be as effective as possible in the deployment of its programs, TOTAL is inspired by the partnership-oriented approach adopted by the Global Road Safety Partnership (GRSP) of which it has been a member since 1999. This public-private partnership has the aim of improving road safety. Launched in 2005, the Global Road Safety Initiative (GRSI), funded by five members of the GRSP including TOTAL, focuses on the development of pilot projects which are based on a model and methodology developed by the GRSP with the objective of being replicable across the regions in question. This is the case of the “Safe to school — Safe to home” project which was developed in partnership with the local authorities in Mohammedia in Morocco as well as in Lusaka in Zambia. Thanks to a study and a number of workshops, it has been possible, in particular, to identify risk areas and then run awareness campaigns to make the journey between home and school safer. Again within the framework of the GRSI, two seminars organized in South Africa and the Philippines on the subject “safer cities for children” have provided a forum in which to share concrete experiences and discuss good practices. The “road safety cube”: a tool for raising awareness among children The “safety cube”, a distinctive large box housing play-oriented teaching equipment, is a method of spreading the road safety weekawareness and training campaign to schools. The safety cube is installed by the Group’s subsidiaries in the Africa — Middle East region in partnership with Education and Transport ministries and local NGOs and its deployment owes much to the considerable efforts made by employees. In the region, the program is constantly gaining ground and the number of subsidiaries that have contributed a cube has now reached thirty (four additional subsidiaries in 2014). Based on these roadsthis success, the cube has now also been welcomed in other countries, in particular in Asia where pilot models have already been installed. This has also encouraged other ambitious initiatives such as the opening, in late 2013, of the Children’s Road Safety Education Center (Senegal) using this cube to inform drivers as well as pedestrians abouttrain the young people of Dakar in the field of road safety by means of a life-size road circuit. In 2014, nearly 300,000 children were familiarized with the dangers of the road. A number of events were organizedroad thanks to attract a large audience during these operations. Private partners are gradually drawing up common charters guided by principles that they undertake to defendthe “safety cube” and adopt, such as jointother road safety actions for the community, technical standards for vehicles, driver training and exchanges of information.programs. In its endeavor to sensitize the most vulnerable of populations,France, the Group called uponalso pays considerable attention to the expertiseissue of GRSP (Global Road Safety Program)road safety. In order to raise awareness among young people aged from 15 to 24 years (who are the age group most likely to suffer road accidents), TOTAL has, as of 1995, contributed to the “10 de Conduite Jeune” training operation for young drivers in 2012cooperation with the French national police, Groupama and Renault. Four different routes travel across France every year during the school term in order to launch “safety cubes”, an extensive educational campaign targeting children. This tool, rolled out in schools byraise awareness of the subsidiaries, helpsrisks associated with alcohol, tiredness and dangerous behavior. Thanks to this initiative, more than 10,000 school students learn the rulesaged between 14 and behaviors to adopt to avoid road hazards in a playful18 years benefit from theoretical and educational way. The objective is to reach one million children in three years.practical training every year. | | | 20132014 Form 20-F TOTAL S.A. | | 6573 |
Item 4 - C. Other Matters •7.3.4. | | Optimizing the Group’s contribution to the socioeconomic development of host communities and countriesCreating local value
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While ensuring the competitiveness of operations, the community development approach should give rise to new opportunities, both for the countries in question and to strengthen the positive impact of the operations. Wherever it operates, TOTAL carriesthe Group has a particularspecial responsibility for the socioeconomic development of the communities living nearclose to its facilities.facilities and attempts to make its activities a source of value and opportunities for them.
TOTAL is building a global and integrated local development approach (“In Country Value”) which creates synergies between all thevalue-creating elements for the host country (infrastructures, support for local industries, employment, subcontracting, socioeconomic development projects, education, access to energy, etc.) by highlighting the Group’s industrial know-how. This aimapproach is embodiedreflected in a varietytwo main strategies: on the one hand, the Group’s commitment to local content and the support for the implementation of ways:socioeconomic programs; and on the other hand, the implementation of access-to-energy programs. 7.3.4.1. | – | | theThe Group’s commitment to local employment (local content);content
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| – | | educational partnerships for training and education; and
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| – | | support for the implementation of socioeconomic programs.
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i. The preference for local content refers to the awareness of all the local synergies associated with the Group’s operations, with a view to promoting the development of skills and supporting local industry. TOTAL has a long history of commitment to employing local content: In Africa, thepeople, providing training and education, and encouraging local economic development. The Group works particularly in favor ofto promote the development of the industrial fabric and local contentemployment (local production, local personnel in the subsidiaries, pre-qualification of local contractors, development of domestic infrastructures, diversification of the local economy). This is particularly true in Africa due to the Group’s high profile.
The Exploration & Production business segment conducts various actions among its suppliers at local level. Preliminary studies are performed prior to project launch in order to ascertain what resources are available locally (craftsmen, technicians, suppliers) and to identify any gap regarding the content of the project. A range of local actions are then proposed to remedy these gaps. These include communicating the needs of the oil industry, identifying suppliers, and examining the possibility of setting up training activities to assist in the development of local skills. Local initiatives are also undertaken by the subsidiaries. The methodology in this area was formalized in Exploration & Production in 2014 through a local content roadmap. It highlights four main types of action: publishing industrial/manpower demand, using a unique supplier database per subsidiary, developing a large-scale program for the training of technicians and comprehensively studying industrial development. TOTAL has already participated in the development of the IPIECA “Local content strategy guide” and will help update this document in 2015 in its role as Vice-President of the task force in charge of this work. For the CLOV project, which started production in 2014, more than ten million hours of work were completed in Angola. Through CLOV, Total E&P Angola has also trained nearly forty students holding an operator’s diploma, who are now working on the FPSOs (floating production, storage and offloading) in Block 17 in Angola. This is the first time in Angola that a project has been conducted with so many local man-hours and with such a high level of production carried out inside the country. The contractual provisions for the Kaombo project plan for the conduct of thirteen and a half million hours of work locally. The local content initiatives launched in 2014 include the development of local suppliers in close collaboration with theCentro de Apoio Empresarial, an Angolan state organization which focuses on the development and monitoring of local businesses (in particular with regard to training). In Nigeria, over 80% of the subsidiary’s employees are locals and more than 100 new local recruits are expected each year. 28% of the construction work to develop Akpo was entrusted to local contractors, which represents approximately ten million hours worked. The agreement for the Egina project provides for the completion of approximately twenty-one million hours of work locally. In the Republic of the Congo, Total E&P Congo set up an organization dedicated to the development of local content in 2012. This department’s task is to expand the use of Congolese enterprises, in particular by identifying and assessing local companies likely to become Total E&P Congo’s subcontractors and then by providing them with programs to develop their capacities (e.g., managerial, industrial, HSE, etc.). An in-depth study to identify the potential to increase the local content in Total E&P Congo revealed the business areas where this potential was the highest. To strengthen local capacities in these key areas, the Moho North project instituted a mandatory local content plan with respect to its international contractors, cascaded down to lower-level local contractors. In South Africa, the Marketing & Services subsidiary provided its knowledge of the African market to the Petrotank company (a supplier of tanks for storing hydrocarbons in service stations) in order to help it set up a factory. It also assisted in the formalities and meetings necessary for the creation of this facility. Opened in 2013, the production plant now employs approximately fifty locally recruited workers. The possibility of opening further sites is being studied. In Kenya, Prosel (a company specializing in the design and manufacture of illuminated signs) has been working with TOTAL since 1991 and is currently assisting the Group in a restyling project for its service stations which is intended to improve their integration with the environment. This small company has been able to grow over the years to take on an international dimension thanks to the experience acquired as a supplier to the Group. | – | | In Angola, more than 3 million hours of work have been completed locally as part of the Pazflor project. In cooperation with the educational projects supported by Total E&P Angola, some fifty candidates have been recruited and trained by the national oil institute since 2007 in order to become production operators on the project. For the CLOV project, slated to start production in 2014, more than 10 million hours of work have been completed in Angola. Through CLOV, Total E&P Angola has also trained nearly forty students holding an operator’s diploma, who are now working in the FPSOs in Block 17 in Angola. This is the first time in Angola that a project is conducted with so many local man-hours and with such a high level of production carried out inside the country.
The “Young Dealers” program for skills development |
| – | | In Nigeria, over 80% of the subsidiary’s employees are locals and more than 100 new local recruits are expected each year. Twenty-eight percent of the construction work to develop Akpo was entrusted to local contractors, which represents approximately 10 million hours worked. For the Egina project, the goal is to complete about 21 million hours of work locally.
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| – | | In the Congo, Total E&P Congo set up an organization in 2012 dedicated to the development of local content. This department’s task is to expand the use of Congolese enterprises, notably by identifying and assessing local companies likely to become Total E&P Congo’s subcontractors and then by providing them programs to develop their capacities (e.g., managerial, industrial, HSE). An in-depth study to identify the potential to increase the local content in Total E&P Congo revealed business areas where this potential was the highest. To strengthen local capacities in these key areas, the Moho North project instituted a mandatory local content plan with respect to its international contractors, cascaded down to lower-level local contractors. Due to these joint efforts, Total E&P Congo has set the objective of increasing the local content level of its purchasing from its current 22% to 32% by 2022.
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For several years, the Marketing & Services segment has organized the “Young Dealers” program in Africa/Africa and the Middle East, aimed at promoting young service station employees who have business and managerial skills. The aim is to help employees with potential to eventually become a service station manager. DueThanks to this program, young people unable to provide a guarantee can benefit from a financial loan along with training and substantial technical assistance. A number of them thus have the opportunity to create and succeed in their own business activity in the distribution of petroleum products. With this management mode, the Group develops skills and boosts the motivation of its service station employees. Out of the 3,500approximately 5,000 service stations in Africa/Middle East, 1,3001,374 are managed by young dealers, that is, 29%i.e., 28% of TOTAL’s network. Launched in 2014, the Young Graduate Program is intended for young graduates from the countries of Africa or the Middle East who have graduated following five years of higher education and have at least one year of professional experience. Initially employed locally on a six-month contract, these young people undergo an assessment half-way through their period of employment. If this is satisfactory, they are then able to sign a twelve-month contract with another subsidiary in the region. TOTAL’s activities generate hundredsFollowing this period of thousandsinternational experience, the young people may again be recruited by the subsidiary in their country of directorigin. This innovative career trajectory exposes them to a different environment at a very early stage, enhances their skills and indirect jobs worldwide. The Group’s purchasing activities alone represented about€31 billion worldwide in 2013. This presents numerous challengesmakes it easier to recruit young people with regard to TOTAL’s impact on the environment, society and community development, all of which the Group takes into account in its relationships with suppliers (see“— Fair operating practices — Contractors and suppliers”, below).high potential.
| | | 74 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters 7.3.4.2. | Supporting small and medium-size enterprises and regional development in France |
A major component: developing the regional economic fabric in France
Since the 2000s, the participation of local service providers in industrial projects in France has steadily increased. In addition to the jobs generated by its activities, the Group, as a responsible company, supports small and medium-sizedmedium-size enterprises (SME) in France, particularly through “TotalTotal Développement Régional”gional (TDR). The aim of this structure is to promote the creation of SMEs with a view to developing the local economic fabric. TDR has set up a program to pre-qualify and certify French small and medium-sizedmedium-size companies, in line with the standards required by the Group, in order to work with more local suppliers. TDR can also support planned employment area regeneration schemes alongside the redeployment of the Group’s activities, as illustrated by the reconversion of the Lacq industrial basin. This support, which represents a major element in TOTAL’s commitment to its industrial and economic responsibilities, takes a number of different forms: financial assistance for business creation; takeover and development of SMEs; assistance in regeneration projects conducted in collaboration with local development bodies; assistance in the development of export activities and international trade; help for innovative SMEs. In the last three years, TDR has provided€12.5 million in financial assistance for 386 SMEs, supporting 6,964 jobs. Regional development around the Refining & Chemicals platform in Normandy TheAnother example of regional development in France is provided by the Normandy platform. In the context of investments (exceeding€1 billion) aimed at adapting the production facility to market demand and future environmental requirements by improving the energy efficiency, safety and reliability of the facilities, theTotal Emploi Local (Total Local Employment) initiative has been implemented in order to promote the development of local employment by training and professionalizing unqualified people or job-seekers and enabling local companies to work on the Normandy platform with the following aims, in the context of major investments (exceeding€1 billion, aimed at adapting the production facility to market demand and future environmental requirements by improving energy efficiency, safety and reliability):TOTAL projects.
| – | | promote the development of local content by training and professionalizing unqualified people or job-seekers; and
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| – | | enable local companies to work on TOTAL projects.
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TOTAL has thus initiated a partnership approach with all the economic, employment and training, and inspection stakeholders. This innovative initiative has proved to be very encouraging, with nearly 1,200 jobs created in the Le Havre region, more than half underopen-ended contracts. Local companies have recruited qualified staff and can thus meet the needs of future projects in the region. Local players in integration, employment and training are equipped with tools and a methodology to anticipate future recruitment and training requirements. Candidates can showcase their aptitudes to future recruiters with their skills passport. TOTAL“skills passport”. The Group has thus successfully completed its major projects by entrusting 70% of the services to local companies. This initiative has moreover achieved sustainability,also proved to be sustainable, with Le Havre Chamber of Commerce and Industry taking oversteering this project, renamed “Compécompétencestotalement estuaire”estuaires, as of 2014. 7.3.4.3. | Accompanying the industrial restructuring |
A voluntary local presence convention was signed following the shutdown of operations at the Dunkirk refinery in 2011, a testimony of TOTAL’s commitment in the management of the end of its operations. Indeed, by signing this convention in 2011 with the French State and the Dunkirk urban community, TOTAL committed to maintaining and creating jobs in the area. A€200 million global budget was allotted to this project. Dedicated funds have enabled the Group to provide financial assistance to various companies to set up a local presence. The refinery has since been converted into a storage unit and training center for oil and petrochemical technical professions (Oleum) benefiting from the former refinery’s technical installations. Training sessions are provided both for Group and outside companies’ employees. The life-size training facilities were officially inaugurated in 2014 in the presence of a delegation from the Côte d’Opale Chamber of commerce and industry (CCI). The proven attraction of this training center, which specializes in the areas of industrial maintenance and safety, will make it possible to strengthen the Group’s links with the region. On the site of the Flanders facility, two industrial projects are ongoing: the construction of a dietary phosphate production plant in 2017 (Ecophos) and the construction of a pilot biodiesel and biokerosene production plant in which the Group has a stake (BioTfuel). The remaining activities of the Flanders facility currently represent 260 positions and 130 subcontracting jobs. Other projects are being studied to continue to develop subcontracting activities. Likewise, a development project was officially launched for Carling in 2014. The aim of this project is to adapt the platform to ensure its future by restoring its competitiveness. TOTAL plans to invest€160 million in Carling by 2016 to develop new activities on the growing markets of hydrocarbon resins (Cray Valley) and polymers, while shutting down the steam cracker in the second half of 2015, as it is generating heavy losses. TOTAL has committed to implement this industrial conversion without terminating any employees. TOTAL will fulfill all of its contracts with its clients and will assist its partner companies concerned by the site’s evolution, in particular by setting up a support fund. Furthermore, TOTAL commits to increasing the industrial platform’s attractiveness by developing a shared services offer, the aim of which is to support the implantation of new economic stakeholders in the area. TOTAL thus confirms its responsibility towards the employment areas in which the Group operates as well as its commitment to maintain a strong and sustainable industrial presence in the Lorraine region. A framework agreement signed in early 2015 between the Chairman of the Lorraine region and TOTAL aims to leverage the Group’s expertise and financial means in order to develop the area’s industrial fabric. 7.3.4.4. | Acting as a partner for human, social and economic development |
TOTAL’s contribution to the socioeconomic and human development of the countries where the Group operates is reflected in its involvement in local development programs. Expenditure by the Group companies in the societal area has increased regularly over the last few years:€316 million in 2012 and€357 million in 2013. In 2014,€459 million was spent on societal projects. Half of this amount corresponds to expenses which have not been managed by the Group, in Nigeria (Niger Delta Development Committee) and the Republic of the Congo (Provisions d’Investissements Diversifiés). Approximately 90% of expenditure for societal projects goes to countries outside the OECD. In 2014, approximately 3,470 societal actions were identified, spread evenly among the business segments (Upstream, Refining & Chemicals and Marketing & Services). These programs support or serve local populations by contributing to their cultural, socioeconomic and human development. These are usually communities that are directly impacted by the Group’s presence or activities. These programs fall into three main categories: local economic development, human and social development, and citizenship. | | | 662014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 201375 |
Item 4 - C. Other Matters TDR can also support planned employment area regeneration schemes alongsideTOTAL is committed to moving away from a purely donation-based model to a partnership model. This commitment is reflected in long-term partnerships in the redeploymentcountries where the Group operates. Built on attentive listening, constructive dialogue and the firm determination to forge relationships of trust with the stakeholders, these partnerships with local institutions and organizations guarantee the long-term success of the Group’s activities, as illustrated byprojects.
In all its actions, TOTAL is cautious not to take the reconversionplace of the Lacqlocal authorities. TOTAL teams up with NGOs specializing in social action, which have a solid field experience. They help the Group increase the effectiveness of the socioeconomic development programs it supports, in particular by encouraging it to take account of the entire life cycle of its programs. In the Republic of the Congo, in order to support the diversification of local economies, TOTAL has bolstered its commitment to the Pointe-Noire industrial basin.association (APNI), a platform launched in 2000 to develop small and medium-size companies. APNI offers the services of an Approved Management Center (CGA), which helps SMEs with their fiscal monitoring and accounting tasks. APNI also provides a market observatory with theme-based conferences (e.g., SMEs and banking, Being a young entrepreneur, Business and energy, etc.). More than ten years after APNI was created, the Congolese State has identified the association as a stand-out organization for the emergence of a network of viable medium-size, small and very small companies in the Republic of the Congo. APNI is now extending its activities beyond Pointe Noire with offices in Brazzaville, Dolisie and Ouesso. The support provided forms a major component ofIn the health-related field, TOTAL’s economicExploration & Production and industrial policy and takesMarketing & Services subsidiaries in Nigeria worked together in Lagos during the World Malaria Day in April 2014. To contribute to this event, the subsidiaries conducted a number of forms:different activities: free diagnosis and medical treatment for residents testing positive for malaria, preventive care for pregnant women, as well as the distribution of mosquito nets and the conduct of awareness campaigns addressed to all sectors of the community (displays on buses, handout of leaflets and T-shirts, discussion groups, artistic presentations).
In Angola, TOTAL finances the skills development program for women in Porto Amboim in order to stimulate entrepreneurship. This action forms part of a partnership between TOTAL, the World Vision NGO, the Angolan women’s enterprise federation (FMEA) and a local bank. In the Democratic Republic of the Congo, the local subsidiary is working together with two local NGOs and the provincial State institute for livestock breeding and agricultural production in order to survey the current situation of agriculture and livestock breeding in the area covered by future operations. This evaluation will contribute to the definition of a strategy to support the local economy based on a participative, community-oriented approach for the three years scheduled for the operating phase. Support for the development of local populations in Myanmar A microfinancing program (Yadana Suboo) launched in 1997 for the population living near the gas pipeline was restructured in 2006 with the aid of an international NGO specializing in microfinance, Entrepreneurs du Monde, in order to increase the efficiency of the program and boost the likelihood of it functioning on a self-supporting basis in the future. The NGO first performed two field surveys. Village Banking Committees were set up and consist of trained volunteers. An initiative has been introduced in order to make the program independent of TOTAL and transform it into a microfinance organization. Yadana Suboo received accreditation at the end of 2014. 7.3.4.5. | – | | financial backing for the creation, buy-out and expansion of SMEs, and support for regeneration along with local development players;
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| – | | support for export and international expansion; and
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| – | | aid for innovative SMEs.
| The key to progress: education |
Among the various avenues of development supported by the Group, education is a key priority. Through its actions, the Group contributes to the development of the human capital in its host countries through the creation of shared value: value for the host countries by helping them improve the skill levels of their young people; value for TOTAL by training the future employees that the industry will need in the years to come. TOTAL’s contributions to education are intentionally framed within existing systems, adapted to local realities and always undertaken in the form of partnerships. In the last three years, TDR has provided€12.5 million in financial assistanceaddition to support for 386 SMEs, supporting 6,964 jobs.primary and secondary education, this commitment is expressed through four major international programs: scholarships; partnerships with universities; teaching and research chairs; professional training. More than 10,000 scholarships, of which 150 are international ii. Educational partnerships:TOTAL promotes the internationalization of its management and therefore encourages the recruitment of local personnel and their access to positions of responsibility, particularly within their local subsidiaries. As part of its social programs,To achieve this, the Group therefore offers local and international scholarships prior to create skilled local workforces for future hiring. Thousandsrecruitment as part of its societal programs. Thus, more than 10,000 students every year are thus given the opportunitychance to pursuecontinue their studies in their country of origin or atin the world’s leading universities. Since 2004, TOTAL’s international scholarship program has also enabled over 7001,000 students from thirty countries to study in France for qualifications (bachelor’s degrees, engineering and master’s degrees, MBAs and doctorates).
Moreover, in JulyIn 2012, TOTAL signed a partnership agreement with the French Foreign Ministry as part of the program for co-funding international grants known as “Quai d’Orsay — Entreprises”, in addition to the existing partnership. The master-level courses in French universities are open to students from sixten countries.
WithIn Nigeria, a number of scholarship programs have been set up by Total E&P Nigeria in order to improve access to education. These programs are the result of agreements signed between Total E&P Nigeria and the communities of the states of Rivers and Akwa-Ibom and provide for the funding of nearly 6,500 scholarships during the current period(2012-2016): 3,577 primary school scholarships; 2,685 secondary school scholarships; 238 for local students and 60 international higher education grants. Furthermore, as part of the so-called annual “National merit grants”, Total E&P Nigeria funded approximately 2,680 university scholarships for the academic year 2013-2014 throughout all the regions of the country.
More than sixty university partnerships In many African countries, businesses want to be able to recruit qualified local staff. TOTAL has decided to contribute to the attractions of the continent’s universities by making its own technical and scientific expertise available to them. Fifteen framework agreement have been signed with the continent’s leading higher education establishments such as 2IE in Burkina Faso or Wits University in South Africa. Partnerships have also been concluded with Oil and Gas Institutes as well as with science faculties in a number of countries: IST-AC (Republic of the Congo/Cameroon), Institut du pétrole et du gaz (Gabon), University of Port-Harcourt (Nigeria), University of Agostinho Neto (Angola), University of Makerere (Uganda). | | | 76 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters The partnership with the Ucac-Icam Institute (formerly ISTAC) started in 2002. Every year, this allows four Congolese students to benefit from a TOTAL scholarship. Since the start of the partnership, twenty-two graduates of this scheme have been employed by TOTAL E&P Congo. In Gabon, the Institut du pétrole et du gaz (IPG) has been training engineers through its “Petroleum engineering” masters since January 2014. Lasting for sixteen months, the training aims to allow Gabon’s engineers to qualify for responsible positions in the oil companies that operate in the country. The University partnership program launched in Africa in 2010 has been extended to all of Europe, Asia and the Middle East and now includes more than sixty establishments. Apart from their societal aspects, these partnerships aim to hone the talents required to achieve the Group’s international ambitions. In France, with the support fromof other major groups,large companies, TOTAL, Paris TechParisTech and the École polytechniquePolytechnique introduced the Renewable Energy Science and Technology Master II postgraduate degree program in the fall of 2011. FortyAt the start of the 2014 academic year, fifty students from eighteentwenty different countries had enrolled for this program in the fall of 2013.program. Thirty-five teaching and research chairs TOTAL is particularly active in supporting research chairs in thirty-five establishments, halfestablishments. The most recent of which are in France. One of the latest examples is the “Enterprise Architecture” chair atthese were organized with the École Centrale de Lille.Lille in the field of Enterprise Architecture and with the École Centrale de Paris focusing on Purchasing of Complex Industrial Projects. AnotherSimilarly, the Group is the driving force behind a number of the Group’s flagship initiatives in favor of education wassuch as the fourth TotalTOTAL Energy and Education Seminar which tooktakes place in Paris. This seminar is organizedParis every eighteen months and brings together nearly 100 academics fromsome hundred professors representing more than forty countries. TheAt the fifth of these meetings, academics, and TOTAL managers and external experts discussdiscussed issues such as the future of energy, climate change, relationships between universities and businesses, and the impact of globalization on education and human resourcesHuman Resources management.
The eighth Total Summer School Finally, the ninth TOTAL summer school took place in Paris in July 2013, welcoming more than 1002014. This welcomed over a hundred students from thirty countries who came to debatediscuss the challenges facing the energy challenges.sector.
Fifty professional training programs (from school-leaving to professional masters level) TOTAL helps professionals in the countries in which it is active move forward in their careers. Training programs adapted to the needs of each country are organized in cooperation with local actors and allow trainees to obtain diplomas and recognized professional qualifications. The university partnership program launched in Africa in 2010 has been extendedGroup’s entities have consequently introduced a large number of training schemes adapted to all of Europe, Asia and Middle East. Onlymeet the Americas are yet to be covered. Apart from their societal aspects, these partnerships, more than 50 in number at the moment, aim to hone the talents required to achieve the Group’s international ambitions.specific local context. In Africa, the Group continues to support the pilot secondary education programs launched in 2008 in the Eiffel (Angola) and Victor Augagneur (Congo)(Republic of the Congo) high schools to provide free, world-class education in regions where educational opportunities are still limited. In Angola in 2014, TOTAL alsohelped fund the operating costs of the four Eiffel high schools which have produced nearly 400 graduates since 2011, in addition to the thirty-three scholarships awarded by the subsidiary, twenty-two of which have been for universities in Angola, eight for universities in France (St Quentin and St Nazaire technical universities) and three in Burkina Faso. In the Republic of the Congo, the “intensive classes” project at Victor Augagneur high school, which was launched in 2009, has already helped 300 students, including twenty-five holders of TOTAL post-school scholarships. In Gabon, TOTAL funds the development of preparatory courses for prestigious universities at the Léon Mba high schoolschool. In Senegal, a professional management degree was set up in Gabon. In the field2013 as part of higher education, TOTAL has entered into partnershipsa partnership with the oil institutesCentre africain pour les études supérieures en gestion (CESAG, African center for higher management studies) and science faculties in several countries: IST-AC (Congo/Cameroon), Institut du Pétrole et du Gaz (Gabon), Universitybenefiting from the support of Port Harcourt (Nigeria). iii. SupportingTotal Senegal. The aim of the implementation of socioeconomic programs: TOTAL’s contributiondegree is to consolidate existing skills and provide graduate-level training to the socioeconomicyoung managers of service stations and human developmentother professionals. Open to everyone, this degree is designed to be obtained while pursuing a professional career. This recognized diploma allows students to build on the skills acquired in other companies and responds to the need to encourage the emergence of new talent, stimulate enterprise creation and, ultimately, develop the local economic fabric. The first year proved to be a success, with all those enrolled for the initiative moving on to the second year of the countries wherecourse. Twenty-nine service station managers are enrolled to continue their course this year. The long-term aim is to attract all types of profile to take advantage of this training.
In Myanmar, the Group operates is reflected in its involvement in local development programs.subsidiary supports young people who want to complete their secondary education and go to university. To this end, a team of six teachers work with between sixty and seventy students every year and enter them for their examinations. In addition, Total E&P Myanmar awards between five and ten scholarships every year to enable young people to receive financial support throughout their period of school education. The Group’s expenditure on community development has increased regularly over the last three years:€305 million in 2011,€316 million in 2012, and€357 million in 2013. About 90% of the expenditure on community development is made outside OECD countries. In 2013, around 3,400 community development actions were identified, spread evenly among the business segments (Upstream, Refining & Chemicals and Marketing & Services).
These programs support or serve local communitiesare complemented by contributing to their cultural, socioeconomic and human development. These communities are usually impactedan original internal mechanism known as “Total associate teachers” (Total professeurs associés). This is a non-profit association run by the Group’s presencecurrent or activities. These programs fall into three main categories: good citizenship, humanretired employees who teach courses free of charge in schools and social development,universities. 293 teachers give technical and local economic development. The importance of partnershipsnon-technical courses and lectures in oil-related fields. Since 2001, more than 155,000 students throughout the world have benefited from this expertise.
TOTAL’s approach is moving away from a purely donation-based model to a partnership model. Its commitment should be reflected in long-term partnerships in all the countries where the Group operates. Built on attentive listening, constructive dialogue and the firm determination to forge relationships of trust with the stakeholders, these partnerships with local institutions and organizations guarantee the long-term success of the projects. One of the eight indicators selected by the Group for monitoring its community development performance is therefore the number of actions carried out in partnership.
TOTAL takes care not to substitute the local authorities in all its actions. In this regard, TOTAL teams up with NGOs specializing in social action, which have a solid field experience. These organizations help the Group increase the effectiveness of the socioeconomic development programs it supports, particularly by encouraging it to take into account the entire life cycle of its programs, from the design phase to shutdown.
In Congo, a 2-year partnership agreement was signed in June 2012 with the Fishing and Aquaculture Ministry and the association Renatura to launch the “Fishing Practices Support Program in Congo”. The objectives are to support those involved in fishing, apply regulations in force, suggest alternatives in terms of fishing practices likely to minimize marine turtle by-catch and ensure a better regeneration of fisheries resources.
Moreover, as part of its drive to support the diversification of local economies, in Congo, TOTAL has stepped up its commitment to the Pointe-Noire Industrial Association (APNI), a platform launched in 2000 for developing small and medium-sized companies. APNI offers the services of an Approved Management Center (CGA), which helps SMEs with fiscal monitoring and account keeping. APNI also provides a Market observatory with theme-based conferences (e.g., SMEs and banking, Being a young entrepreneur, Business and energy).
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Item 4 - Other Matters
In Nigeria, TOTAL is committed to foster the local economic development of the Egi region, in the heart of the Niger Delta where it has been operating since 1964. In partnership with local communities, TOTAL has set up the Small & Medium Enterprises-Development Network (SME-DN), a training center that aims to stimulate and sustain entrepreneurship in the region. In 2011, TOTAL sought the technical assistance of the European Institute for Economic Development (IECD) requesting it to implement its methodology of supporting small businesses within SME-DN. Since 2011,SME-DN has hosted three courses, training a total of seventy-seven entrepreneurs in the Egi region. The results are positive: six months after the training, the entrepreneurs increased their turnover (+25% on average), thereby improving their standards of living.
•7.3.4.6. | | TheFacilitating access to energy program
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For more than ten years, certain subsidiaries have been occasionally and independently engaged in various community development projects focusing on access to energy, in three main areas: | – | | the electrification of rural areas that are not connected to the power grid, thanks to photovoltaic solutions. 25,000 households have been electrified in South Africa using photovoltaic kits, plus a further 25,000 in Morocco; aid for LPG supplies through the Shesha program in South Africa, in which gas cylinders are sold to the residents of townships in order to improve their security and health; and the use of associated gases to produce electricity in certain countries where TOTAL’s Exploration & Production has operations: the electrification of rural areas that are not connected to the electric power network, thanks to photovoltaic solutions. 20,000 households have been electrified in South Africa using photovoltaic kits, plus a further 25,000 in Morocco;
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| – | | aid for LPG supplies through the Shesha program in South Africa, in which gas cylinders are sold to the residents of townships in order to improve their security and health; and
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| – | | the use of associated gases to produce electricity in certain countries where TOTAL’s Exploration & Production has operations. The project developed on OML 58 in Nigeria caters to almost 100,000 people. In Yemen, a project was carried out in cooperation with the state-owned electricity company to supply electricity generated using associated gas to neighboring communities (approximately 500,000 people served). In 2013, a study was conducted to assess the possibility of increasing the capacity. In the Republic of the
| | | 2014 Form 20-F TOTAL S.A. | | 77 |
Item 4 - C. Other Matters | | Congo, TOTAL contributed to the funding of the extension of the electricity network in certain districts of Pointe Noire, supplying electric power to aboutapproximately 10,000 people. |
These projects were usually developed in cooperation with the communities neighboring the Group’s sites or as part of programs launched by the authorities in the host countries and sometimes without any goals to achieve economic viability and, therefore, sustainability. To improve its societal performance and structure its approach, TOTAL aims to develop programsmodels that are both profitable and sustainable. For this reason, the Group has developed the “Total Access to Energy”, which proposes program, a source of initiatives for energy solutions adapted to underprivileged populations.populations and whose flagship project is theAwango by Total offer. The Group relies on feedback from experiments conducted in recent years to implementtest these programs in a social business context,new models, with a view to deployingdeveloping sustainable energy access solutions that can be reproduced on a large scale. As of today, Total Access to Energy covers two areas in line with TOTAL’s core business:
7.3.4.7. | – | | Developing the development of photovoltaic solar energy innon-OECD countries (the “AwangoAwango by Total” trademark was launched in 2012); andTotal offer |
| – | | the fight against fuel poverty in OECD countries (mobility and heating).
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i. “Awango by Total” program:This program is in line with a social business strategy:offer forms part of the project’sGroup’s “social business” approach which aims at ensuring the profitability target ensures its sustainability,that brings about long-term viability, while at the same time satisfying certain expectations of host countries, thereby strengthening TOTAL’s presence and making its activities more visible. It also contributes to enablingsimultaneously helping improve access to energy for as many people as possible, ain the host countries. This approach is part of the Group’s mission set by the Group.and both consolidates its presence and enhances its profile.
At the United Nations Rio Conference in June 2012 (“Rio+20”)(Rio+20), TOTAL committed to enabling five million people on low incomes to have access to lighting thanks to reliable photovoltaic products by the end of 2015, while offering a broad selection of services ranging fromsuch as after-sales to optionsand a two-year guarantee for all products, finance solutions and the collectionrecycling of end-of-life products and recycling.products. TOTAL was the leading sponsor of Lighting Africa, the worldwide conference on energy access organized in Dakar in November 2012 by the World Bank and the International Finance Corporation (IFC). At this conference, TOTAL launched its newitsnew Awango by Total brand to market a range of products and services that meet the lighting and mobile phone charging needs of people without access to electricity.electricity and also enable them to charge small appliances such as mobile phones. By the end of 2013, 460,0002014, approximately 880,000 solar lamps werehad been sold in twenty-three countries since the launch of this brand in twelve countries, including Cameroon, Kenya, Senegal,the brand: Bangladesh, Botswana, Burkina Faso, Cambodia, Cameroon, Democratic Republic of the Congo, Equatorial Guinea, Haiti, Indonesia, Kenya, Lesotho, Malawi, Myanmar, Namibia, Niger, Nigeria, Republic of the Congo, Senegal, South Africa, Swaziland, Tanzania, Uganda Nigeria, Cambodia, Indonesia, Myanmar and Haiti. Zambia. TheAwango by Total brand offer is expected to be deployed in fiverolled out to fifteen more countries by mid 2014: Tanzania, Zambia,in 2015: Angola, Chad, Côte d’Ivoire, Gabon, Ghana, Guinea, Eritrea, India, Liberia, Madagascar, Mali, Mozambique, Pakistan, Congo,Philippines and Niger. Zimbabwe. TOTAL sees the development of partnerships as the preferred way of maximizing its commitment to energy access. In 2014, TOTAL and the IFC entered into a three-year partnership to support the Lighting Global program. The main aim of this partnership is to share information about the market, changes in the industry and available products (Lighting Global tests and labels, service life, recycling, etc.). By acting as a facilitator, the IFC will make it possible to develop local partnerships directly with the relevant subsidiaries. The distribution networks used to market solar solutions are both existing TOTAL networks and so-called “last mile” networks built with local partners with a view to bringing these solutions as close as possible to where people live. This last-mile distribution channel makes it possible to reach populations in isolated areas set apart from the conventional distribution channels (service stations and LPG networks, lubricants). Reseller networks have been set up in order to provide energy distribution solutions in isolated areas. These resellers, whether or not they are affiliated to the TOTAL network, are trained by the teams at the subsidiaries, sometimes with assistance from our partners. Internally, Young Solar Reseller (YSR) programs have been developed and solar liaison staff have been recruited. In Cameroon, for example, twelve YSRs have been trained and have sold approximately 9,300 lamps in 2014. Externally, partnerships have been concluded with institutional bodies and associations such as Entrepreneurs du Monde or other microfinancing institutes in order to improve the coverage of the network and reach a larger number of people. In Haiti, Marketing & Services has entered into a partnership with Entrepreneurs du Monde with the aim of reaching the most underprivileged populations by means of the last-mile distribution channel. A social business, Palmis Eneji, has been developed by Entrepreneurs du Monde through the use of microfinance mechanisms. Palmis Eneji orders solar products from TOTAL and sells them to micro-businesses that specialize in energy-related products. For its part, Entrepreneurs du Monde organizes training events for these resellers and also conducts campaigns to raise awareness of the possibilities offered by microfinance. Approximately 7,000 solar lamps have been sold in Haiti since the start of the partnership between TOTAL and Entrepreneurs du Monde. Sales of solar lamps in Uganda ii. Fighting fuel povertySince 2013,Awango by Total lamps have been on sale in OECD countries:the Lake Albert region thanks to the activities of some thirty resellers and to partnerships with the local SACCOs (villagers’ associations) and the Caritas Arua NGO. The operational launch of this project is the fruit of close in-the-field collaboration between Exploration & Production and Marketing & Services. The subsidiary Total E&P Uganda has been able to contribute its detailed knowledge of local conditions and the target populations, in particular in the area of Block 1, whereas Marketing & Services has assumed responsibility for handling affairs at national level through the mobilization of its network of service stations.
Total E&P Uganda employs two solar liaison officers (SLO) who coordinate a network of ten solar resellers. The SLOs work in alternation, either being present in the block or working on the solar project. They visit the communities and main cities in five districts in order to recruit and train resellers and monitor their sales results. Total E&P Uganda also trained ten resellers in the area in which the block is located, five resellers from the finance groups and one NGO. In 2014, some 9,000 households were able to purchase lamps through the last-mile distribution channel. 7.3.4.8. | The fight against fuel poverty and for inclusive mobility |
The “fuel poverty”poverty and inclusive mobility” project is the Group’s global responsecontribution to the challenge of accessposed by the need for thermal building renovation in order to reduce heating as well ascosts (in France), on the one hand, and by the desire to enhance mobility in Europelow-income households (in France and in emerging countries.countries), on the other. It mayshould be recalled some 15% to 20%noted that seven million people in France encounter mobility-related problems (20% of the population in Europe isworking-age population) and that eleven million are considered “fuel poor”. In 2013, theto be exposed to fuel poverty issue sparked off a number of exchanges between all the concerned players (public, private, civil society) all over the Europe area. The challenges have been more or less clearly identified depending on the countries and the solutions implemented focus more on heating/housing than on mobility.
In 2013, TOTAL pursued and expanded its “fuel poverty” project launched in 2012 in France. In the “heating/housing” component, the Group continued pilot projects aimed at testing solutions for the fuel poor at all the links in the chain:
| – | | With the associations “PIMMS” and “Unis Cité” for identifying those living in fuel poverty through a project in the French Meurthe et Moselle department.
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| – | | With “Fondation FACE” for identifying and supporting customers using fuel oil for heating, primarily in peri-urban and rural areas in two French pilot departments: Bas-Rhin and Sarthe.
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| – | | With the association “Parcours Confiance” to test the relevance of housing micro-credit for carrying out thermal renovation.
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As part of the “Living Better” public program, the Group has contributed to 20% of thermal renovations in seventeen French departments carried out at the national level for the fuel poor.poverty.
| | | 6878 | | TOTAL S.A. Form 20-F 20132014 |
Item 4 - C. Other Matters The measures undertaken in 2014 in the field of inclusive mobility enabled the pursuit of projects launched in France in 2013. TOTAL and Wimoov (formerly Voiture & Co) set up an inclusive mobility laboratory which unites fifteen actors from the public and private sectors as well as from a range of associations in order to raise public awareness of the issue of access to mobility. The laboratory’s aim is to bring about a more in-depth understanding of this issue and design innovative solutions that are accessible to all. As a result, a study of mobility among senior citizens and international benchmarking of universal mobility solutions were conducted during 2014. In addition, the fifteen members of the laboratory worked on a concept for a social car-sharing scheme and examined ways to enhance the professional profile of the role of mobility advisor. The results were made public at the second edition of inclusive mobility meetings in December 2014 and are available on the Internet. In 2014, two new mobility platforms were opened in cooperation with Wimoov: in Tarbes and Le Havre. The platforms set up in 2013 in Evreux and the southern Seine have welcomed a growing number of users (700 people) and have offered innovative services to businesses (mobility services intended to assist workers facing mobility-related difficulties). In addition, the request for projects issued in partnership with the French Ministry for the City, Youth and Sport (Experimental Youth-Development Fund) has made it possible to identify sixteen innovative youth mobility initiatives throughout France which will receive financial and other assistance over the next two years. Finally, TOTAL launched a research campaign in the emerging countries which has enabled the identification of three groups of mobility services with high potential and which represents a response to economic, environmental and social challenges. Between 2011The “Living Better” program — synergies between energy, education and year-end 2013, 4,773 thermal renovations were carried outemployment
To respond to the issue of energy poverty in 2014, the Group was represented by ninety energy efficiency ambassadors in thirty departments throughout France, thanks to two partnerships with TOTAL’s support. At the endPACT and FACE associations, as part of 2013, under an agreement signed with the French Ministry for Sportsthe City, Youth and Youth, Voluntary Associations and Popular Education,Sport concluded within the Group committed to an additional amountframework of€2 million to implement the public program“Living Better” project. These ambassadors are young people aged between 18 and 25 who have been employed as part of a governmental employment scheme for young people (emploi d’avenir) until the end of 2015. Their task is to identify households affected by energy poverty and give them the assistance they need at the financial, social and technical levels in order to undertake the necessary thermal renovations that will allow them to benefit, in particular, from a higher level of energy efficiency. A further aim of this project is to ensure the long-term employment of these young people on thermal renovation knownexpiry of their contracts under the scheme by providing them with ongoing training and individual assistance, much of which is supplied by TOTAL. The Group’s own employees act as “Habiter Mieux” (Living Better) over two years (end ofcoaches to these young people, listening constructively to their concerns and offering the program in 2015).
As regards the mobility component, TOTAL’s partnership with the Voiture & Co association helped open two mobility platforms (supply of low-cost vehicles, personalizedhigh-quality advice and support microlendingneeded to give them confidence and stimulate them in their integration in the professional world.
A microfinancing offer for the purchase of mobility solutions, etc.) infuel oil is being tried out at the French Eure andHauts-de-Seine departments. In addition,Compagnie Pétrolière de l’Ouest, a nation-wide study was conducted and made public in December 2013 on the challenges faced by those with limited transport facilities in accessing employment. Moreover, the above-mentioned agreementGroup subsidiary, through a partnership with the French Ministry for SportsCaisse d’Epargne. It allows households facing fuel poverty to obtain favorable financing conditions in order to refill their fuel oil tanks (payments staggered over twelve months, interest rate of 1%) while also benefiting from assistance at the social and Youth, Voluntary Associations and Popular Education also included a mobility component with an additional€2 million to launch a call for projects to identify and support innovative mobility initiatives throughout France.budgetary levels (through the Caisse d’Epargne’s partner associations). •7.3.5. | | Partnerships and philanthropy—TOTAL Corporate foundation/TOTAL S.A. philanthropy |
Total Corporate Foundation / TOTAL S.A. Philanthropy In addition to the community developmentsocietal initiatives that are directly related to the Group’s industrial activities, TOTAL has also been committed for many years to taking general-interest measures in the countries where it has operations. At the Head Office, the Group’s philanthropic actions are essentially conducted by the TOTAL Corporate Foundation and by the Philanthropy Department of TOTAL S.A., on the one hand, and by the Total Corporate Foundation, on the other. For more than 20 years now, the Group’s ambition has been to foster the development of general-interest measures, going beyond its industrial responsibility, by encouraging the convergence of expertise and innovation. At the end of 2012, TOTAL renewed its commitments to its Foundation for a further five years (2013-2017). The Foundation benefits from a five-year budget of€50 million. Founded in 1992 in the wake of the Rio Earth Summit, the TOTALTotal Foundation celebrated its twentieth anniversary in 2012. Initiallywas initially dedicated to the environment and marine biodiversity, the Foundationbiodiversity. It is now active in four fields: (i) marine biodiversity; (ii)biodiversity, culture and heritage; (iii) health;heritage, health, and (iv) solidarity. At the end of 2012, TOTAL renewed the commitments of its Foundation for a further five years (2013-2017), with a€50 million multi-year action budget.
With regard to the marine biodiversity, the Foundation funds research programs aimed at research studiesundertaken to improve knowledge about and the protection and enhancement of marine and coastal species and ecosystems. In 2013,all the projects it supports, the Foundation ensures the sharing of knowledge through awareness and education campaigns. In 2014, the Foundation supported nearly sixtysixty-six projects (new or ongoing projects). The Foundation continued to support the “Pristine” project whose objective is to redefine the baseline for coral ecosystems in order to assess human impacts in three areas of the Pacific (New Caledonia, Tonga and Polynesia). The project also produced a report on the diversity of the fish identified and the quality of their habitat during the “IMPAC 3” international conference in October 2013 in Marseilles (France). The Foundation promotes cultural dialogue by supporting exhibitions that showcase the heritage and arts of the Group’s host countries. In 2013, the Group supported twelve exhibitions. A great patron of the Paris-based Arab World Institute, the Foundation has supported the “Golden Age of Arab Sciences” exhibition as well as its tours in Qatar, Kuwait and the United Arab Emirates. In 2013, the exhibition was held at the Abu Dhabi Paris Sorbonne University, providing an opportunity to promote French cultural competence, showcase the cultures of the Mediterranean Basin and Arabian Peninsula, and foster intercultural dialogue. In
France, with the heritage association Fondation du Patrimoine, TOTAL Corporate Foundation also supports the preservation of traditional crafts and industry and the restoration of heritage sites in France.
In the field of health, the Foundation has partnered with Institut Pasteur since 2005. Professor F. Barré-Sinoussi, 2008 Nobel Prize laureate, is the resource person for this partnership, which focuses on the fight against infectious diseases. The Foundation also contributes to research programs and field actions in partnership with the Group’s subsidiaries, mainly in Africa. In 2013,particular, the Foundation supported more than six field projects (new or ongoing projects). After financing the deployment“MedDiversa” project which aimed to study the deep-water coral reefs that are some of the most characteristic to be found in the Mediterranean since they grow in deep waters where there is only little sunlight. The project helped to gain a programbetter understanding of these highly endangered species. In the light of the project results, a platform for scientific exchange was set up to prevent sexually transmitted diseases such as AIDS among truck drivers in Morocco between 2007develop scenarios for the future evolution of this marine diversity facing global change impacts, and 2011, a similar program was launched in Burkina Faso in 2013.
Finally, the Foundation encourages Group Employeesthereby contribute to engage with the community, through support for projects championed by non-profit organizations with which employees volunteer on a personal basis. In 2013, the Foundation supported more than sixty employee projects in thirty-four countries.
The Group has also forged a number of major institutional partnerships in France. In 2009, TOTAL signed an innovative€50 million partnership agreement with the French Ministry for Youth to promote the social and professional integration of young people. This led to the financing of over 200 social action projects between 2009 in 2013. In line with this partnership, the Group reaffirmed its commitment by supporting the government-sponsored “Priorité Jeunesse” (Priority to Youth) program.preservation.
Since 2008, TOTAL has also partnered with the French Society of Sea Rescuers (SNSM). Through its funding and expertise, the Group plays a role in improving the safety of maritime rescue operations and training volunteers. For Since 2011, the Group has helped train volunteers by contributing to the creation of a special infrastructure facility in the form of a national training center. One of a kind and ideally located in Saint-Nazaire, this center has been optimized for training activities and is equipped with a state-of-the-art navigation and vessel handling simulator. Every year, more than twenty years now, TOTAL Corporate Foundation’s ambition300 rescuers benefit from these training courses to help continuously improve safety at sea and along the coasts.
In theculture and heritage field, the Foundation and the Philanthropy Department partly funded fourteen exhibitions in 2014 thus promoting the cultures of the countries in which the Group operates. In 2014, the Foundation, working together with the Institut du Monde Arabe and the Louvre, contributed to showcasing Arab culture by partly funding two exhibitions, dedicated to contemporary Morocco and medieval Morocco. At the same time, it also honored China by helping fund an exhibition devoted to the Han dynasty in Paris’s Guimet Museum. Firmly convinced that access to culture as of a very young age is a factor that helps individuals have confidence in themselves and respect for others, the Foundation supports numerous initiatives designed | | | 2014 Form 20-F TOTAL S.A. | | 79 |
Item 4 - C. Other Matters to instruct young people in the worlds of art and culture. In 2014, this commitment was illustrated by the organization of a workshop entitled “Learning through art, an art of learning” at the Lyon Opera House. In the same year, the Total Foundation and theFondation du Patrimoine (heritage foundation) renewed their partnership in France for the 2015 to 2017 period. The two partners primarily focus their activities on the preservation of the country’s industrial, cultural, port and maritime, and craft heritage and participate in projects designed to further professional training and social integration. Their aim is to breathe new life into the restored sites, pass on the expertise of the building crafts of the past, and in this way to contribute to local economic and social development. These efforts are focused more specifically on the regions in which the Group is present in France. Since 2006, more than 150 projects spread across nineteen regions have received nearly€20 million in support from this project. In thehealth field, the Group has been a partner of the Institut Pasteur since 2005. Professor F. Barré-Sinoussi, 2008 Nobel Prize laureate, is the resource person for this partnership, which focuses on the fight against infectious diseases. The Group also contributes to foster the development general interest measures, going beyondresearch programs and field actions in partnership with the Group’s industrial responsibility,subsidiaries, mainly in Africa and South-East Asia. In 2014, the Group thus supported more than eleven field projects (new or ongoing), including a program in Senegal, which was set up to assess the consequences of resistance to antibiotics, in terms of mortality and morbidity, in severe bacterial infections in newborns and young children living in developing countries with a low level of economic activity. This innovative program is set to inspire others like it. In the field ofsolidarity, the Foundation encourages Group employees to engage with the community, through support for projects championed by non-profit organizations with which they volunteer on a personal basis. In 2014, the Foundation supported sixty-eight employee projects in thirty countries. Finally, The Group has also forged a number of major institutional partnerships in France. Since 2009, the Group has been working with the State and the ministry responsible for youth by encouraging the convergencesocial and professional integration of expertiseyoung people. This partnership, which benefits from an overall budget of€60 million (with the experimental youth-development fund being the primary technical and innovation.financial tool at its disposal), has enabled the financing of more than 270 projects since its creation. Since 2014, TOTAL supports the “La France s’engage” voluntary initiative. •7.3.6. | Contractors and suppliers |
TOTAL’s activities generate hundreds of thousands of direct and indirect jobs worldwide. The Group’s purchases alone represented approximately€34 billion worldwide in 2014. These constitute environmental, social and societal impact stakes that TOTAL takes into account in the principles, purchasing commitments and sustainable procurement initiatives that characterize its relations with its suppliers. The Group’s community development policy stresses the fact that commitment to community development must be shared by the Group’s employees, its customers and suppliers, in particular by employing more local personnel and subcontracting more work to local businesses wherever the operating constraints of its activities allow (for example, through training and support programs intended for actors in the local economy). The Group’s societal directive states that purchasing processes must be adapted as required in cases where a community development action plan has been implemented. In 2012, a map of the CSR risks and opportunities in the Group’s main purchasing categories was created in order to identify the main issues in three areas: ethics and human rights, environmental impact, and the creation of value with local communities. Pilot projects were implemented in certain purchasing categories in order to integrate the monitoring of CSR aspects into the purchasing process through concrete measures (e.g., specific questionnaire focusing on the fundamental procurement principles, writing of suitable contract clauses, good practices guide for purchases from sheltered sectors). This map was updated in 2014 to reflect the main Marketing & Services and Holding purchasing categories. 7.3.6.1. | Monitoring responsible practices among suppliers |
In its Code of Conduct, amended in 2014, TOTAL states that it works with its suppliers to ensure the protection of the interests of both parties on the basis of clear, fairly negotiated contractual conditions. This relationship is founded on three key principles: dialogue, professionalism and adherence to commitments. TOTAL expects its suppliers: to adhere to principles equivalent to those in its own Code of Conduct, such as those set out in the “fundamental principles of purchasing”; and to agree to being audited, to be particularly attentive to the human rights-related aspects of their standards and procedures, and in particular their employees’ working conditions, and to ensure that their own suppliers and contractors respect equivalent principles. The Group’s fundamentals of purchasing, which were formally set out in April 2014, specify the commitments that it expects of its suppliers in the following areas: respect for human rights at work, health protection, assurance of safety and security, preservation of the environment, prevention of corruption, conflicts of interest and fraud, respect for competition law, as well as the promotion of economic and social development. As of April 2014, this document constitutes a Group directive and is applicable to all Group companies. TOTAL’s suppliers must be made aware of the rules it contains by including them, suitably transposed if necessary, into the agreements concluded with these suppliers. These principles are available for consultation by all suppliers in both French and English on the TOTAL website, under the “Suppliers” heading. Questionnaires focused on environmental and social issues are used to gather more in-depth information from suppliers about their approach to these subjects, either during pre-qualification or as part of an audit. On occasions, supplier relations are also considered from an environmental and societal perspective as part of the ethical assessments of Group subsidiaries and entities undertaken by GoodCorporation (a UK consultancy firm) in all the continents in which the Group is present. In addition, HSE-related information forums for suppliers are organized at regular intervals, with such events being held in 2013 by the Exploration & Production entities in Russia, Indonesia and Yemen, for example. The deployment of the anti-corruption policy and the procedure for its application in the purchasing field continued in 2014. To this end, specific questionnaires were sent to a number of suppliers and, in some cases, external audits were carried out. One new initiative launched in 2014 consisted in asking service providers present at Group sites to complete a training module similar to the Group’s own anti-corruption e-learning program. This was the case, in particular, for the majority of service providers to Group | | | 80 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters Purchasing, and for more than 60% of the service providers in Exploration & Production. This initiative will be further extended in 2015. At the same time, Marketing & Services has sent CDs of the e-learning program to all relevant Compliance Officers so that they can then pass these on to their suppliers. Consequently, 1,500 CDs were distributed by the Marketing & Services entities in 2013 and a further 900 in 2014. Exploration & Production has also held twenty-one presentations designed to promote the Group’s compliance program and these have welcomed over 700 participants from among its suppliers. In June 2014, the International Procurement Office (the Group’s purchasing office in Shanghai, China) organized an anti-corruption day which was attended by approximately 150 people from approximately thirty Chinese suppliers. In addition, pursuant to Rule 13p-1 of the Securities Exchange Actof 1934, as amended, which implemented certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, TOTAL submits to the SEC since 2014 an annual document relating to certain minerals (deemed “conflict minerals”(1) by the rule) sourced from the Democratic Republic of the Congo or a neighboring country.The document indicates whether TOTAL S.A. or one of its affiliates has, during the preceding calendar year, used any such minerals that are necessary for the operation or production of a manufactured product or is the object of a contract for its manufacture by the Group. Furthermore, the document states whether such minerals were sourced from the Democratic Republic of the Congo or a neighboring country. The main objective of the obligation to publish this information is to prevent the direct or indirect funding of armed groups in central Africa. For more information, refer to TOTAL’s most recent publication available at http://csr-analysts.total.com/node/565 or http://www.sec.gov/. 7.3.6.2. | Promoting sustainable procurement |
An interdisciplinary working group dedicated to the issue of sustainable procurement and representing the various business segments as well as the Purchasing and Sustainable Development Departments has been active since 2011. Its task is to strengthen TOTAL’s policy in this area on the basis of the initiatives introduced in the various business segments. To coordinate the different actions and further extend the implementation of sustainable procurement initiatives, a dedicated position as manager of sustainable procurement has been created within the Group Purchasing Department. The Group’s buyers take part in international working groups concerned with the question of sustainable procurement. TOTAL is an active member of the IPIECA’s Supply Chain Task Force. TOTAL is also represented in the French delegation to the international group that is considering the forthcoming ISO 20400 standard on Sustainable Procurement and will contribute to its formulation. The aim of the future ISO 20400 standard is to transpose the concept of social responsibility — as defined in ISO 26000 — to purchasing activities. Forty-one countries from every continent, as well as international organizations such as the OECD, the United Nations and the International Labor Organization, are involved in drafting this standard. TOTAL also contributed to the special session on ISO standards and responsible procurement during the Global Forum on Responsible Business Conduct organized by the OECD in June 2014. In February 2013, the Group Purchasing Committee decided to focus on awareness-raising and training in the field of sustainable procurement, and to develop the integration of sustainable procurement targets in the annual appraisals of buyers (initially central buyers). As a result, seven sustainable procurement training sessions were held in France in 2013, followed by four sessions in 2014, with a total of 112 Group employees receiving training. 50% of buyers responsible for a category at the head offices of the various business segments took part in this training and have been able to apply the corresponding good practices to their categories. To accompany these training events, practical tools were developed and used both before and after the learning phases. These included explanatory factsheets describing the various international instances (principles underpinning the International Labor Organization, for example), country factsheets (indicating relevant areas of local law), internal feedback, methodology sheets (total cost of ownership, lifecycle analyses, eco-labels, etc.) and, in 2014, new factsheets dealing with the environment and occupational health, as well as additional country factsheets. Special emphasis was placed on feedback. In France, purchases from the disabled or sheltered employment sectors continued to rise with the signature of new contracts. Group purchases from these sectors enabled the achievement of an indirect employment rate of nearly 1%. TOTAL is a member of the Pas@Pas association and provides its buyers with an online directory that can be used to identify potential suppliers and service providers (from the disabled or sheltered employment sectors) for each geographical area and category. 7.3.6.3. | Acting as a responsible partner in relation with suppliers |
In March 2014, TOTAL received the “Responsible supplier relationships” label for its Holding and Marketing & Services activities in France. This label, awarded by the French authorities, recognizes companies that maintain sustainable and balanced relationships with their suppliers. Eligibility for this label is reviewed every year. The general terms and conditions of purchase, which are available to Group buyers on the intranet in both French and English, were updated in 2014 to ensure a sharper focus on balanced contractual relations. An interdisciplinary working group dedicated to the issue of payment terms was set up in 2014. It involves the Purchasing and Finance Departments at the French head offices of all the Group’s business segments and has the aim of monitoring payment terms and improving the processing of invoices. Regarding the support given to French small and medium-size companies, TOTAL is a member of the “Pacte PME” association, which facilitates dealings between these companies and their major accounts, and was positively rated by the association’s Monitoring Committee in 2014. One example is the support the Group gives to the international development of small and medium-size companies, including a number of its own suppliers, throughTotal Développement Régional. Approximately a hundred such companies were thus able to take advantage of a range of programs in 2014: temporary reception of a Volunteer for International Experience (VIE) to represent them in one of the Group’s subsidiaries, access to a network of contacts consisting of Group employees in overseas subsidiaries, and the organization of joint operations in countries in which the Group is present in order to gain a better understanding of the local economic context. To contribute toward the development of good practices in business relations, TOTAL has launched an initiative to raise its | | | 2014 Form 20-F TOTAL S.A. | | 81 |
(1) | Rule 13p-1 defines “conflict minerals” to be as follows (irrespective of their geographical origin): colombite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten. |
Item 4 - C. Other Matters employees’ awareness of mediation as an alternative method for resolving disputes with suppliers. Each year since 2013, the Group’s Legal Department has organized an annual day to raise awareness of mediation. This day-long event brings together some fifty French and international participants including both legal experts (two thirds) and buyers (one third). It enables them to gain an understanding of mediation and its advantages, in particular in cementing long-term business relations. The event includes practical exercises (in French and English) conducted in the presence of professional mediators and helps improve the conduct of all employees who may find themselves involved in a situation of mediation. A brochure designed to increase awareness of the mediation process is also available to all buyers in both French and English via the intranet. An e-mail address is available in both French and English on the Group website under the “Suppliers” heading. This can be used to contact TOTAL’s internal mediator. His task is to facilitate relations between the Group and its French and international suppliers. He has also overseen the introduction of actions designed to promote mediation and intended for legal staff and buyers (four sessions in 2013 and 2014). The conduct of these sessions has been entrusted to a firm of lawyers. Finally, the possibility of recourse to mediation is now also mentioned in the updated version of the general terms and conditions of purchase published in March 2014. 7.3.7. | Fair operating practices |
i. Preventing corruption:
7.3.7.1. | Preventing corruption |
The amountsoil industry must be particularly watchful with regard to the risk of money involvedcorruption, in particular in the light of the scale of the investments made and the diversitynumber of the various regions require the oil industry to be particularly vigilant about corruption and fraud. Around one quarter of TOTAL’s employees work in countries considered to be high-risk in this regard (countries in which the Transparency International index of the perception of corruption is less than or equal to fifty).operations are conducted. Preventing corruption and fraud is therefore a major challenge for the Group and all its employees. TOTAL’s stance on the issue of corruption is based on clear principles, set out in 2000 in the Code of Conduct: ““TOTAL rejects bribery and corruption in all forms, whether public or private, active or passive”. The Code of Conduct sets out the principles governing the actions and individual behavior of each person, both in their day-to-day decisions and in their relations with stakeholders. In it, TOTAL also reiterates its support for the OECD Guidelines for Multinational Enterprises and the Tenth Principle of the United Nations Global Compact, which urges businesses to work against corruption in all its forms. The Group’s commitment in this area reliesfield is based on thea zero tolerance principle of “zero tolerance” in matters ofwith regard to corruption, and isas its General Management regularly reiterated | | | 2013 Form 20-F TOTAL S.A. | | 69 |
Item 4 - Other Matters
by TOTAL’s Chairman and Chief Executive Officer particularly to its employees and to stakeholders.reaffirms. This commitment takes the form of a number of actions:
the adoption by the Executive Committee in 2009 of a corruption prevention policy and the decision to implement a dedicated compliance program; the establishment of a specific organization including, in particular, a Compliance and Social Responsibility Department which is responsible for rolling out the compliance program via a network of 370 Compliance Officers covering all the territories in which TOTAL operates. The corruption prevention program is based on the very highest relevant standards including, in particular: A framework of internal standards that allow employees, with the support of their Compliance Officer, to identify risk situations, conduct due diligences and implement the appropriate actions. Procedures intended to provide a framework for conduct in such risk situations have been | – | | adopted in 2009, approval byrelation to the Executive Committee of a corruption prevention policyfollowing issues: representatives dealing with public officials; procurement and a robust compliance program (e.g., training, communication, due diligence, audits)sales; and the creation of a dedicated compliance structure;gifts, entertainment, hospitality and travel, favors, donations, and contributions to social funds, philanthropic activities and sponsorships. |
| – | | creation of the Compliance and Social Responsibility Department within the Group Legal Department, which is now backed by a network of more than 350 compliance officers in the Holding and the Group’s various business segments; and
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| – | | in 2011, the Executive Committee’s decision to reinforce the means of preventing fraud and corruption by setting up suitable programs.
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This initiative involves actionsActivities designed to raise awareness amongstamong all employees and to train them. Training seminars are organized for all compliance officers, and proposed to any employee exposed to the risk of corruption while performing his or her duties. An(including an e-learning course on the prevention of corruption,program available in twelve languages, followed by 6,522 employees in 2014, and by 43,503 employees since its inception), more focused training activities for the most highly exposed positions (Development, Purchasing, Marketing, etc.), in-depth training for all Compliance Officers.
The prohibition of “facilitation payments”. Incident feedback mechanisms including an ethics alert system. The introduction of special “Compliance” audits as of early 2013, at a rate of six to eight per year, to cover all the Group’s activities. These audits are followed up the next year to verify that the recommendations have been implemented. A “Compliance” component has also been made available internally since 2011. By year-end 2013,incorporated into the Group’s internal audit management framework. The application of suitable sanctions. In 2014, the deployment of this program was underpinned by forceful internal communications activities intended to emphasize once again the importance the Group attaches to these questions. For example, on the occasion of the International Anti-Corruption Day (December 9, 2014), an e-mail was sent to all Group employees to refresh their knowledge of the program and give them a more than 45,000 employees hadin-depth understanding of it. This campaign was taken up and complemented locally at the course.various subsidiaries. Under the settlements reached in 2013 between TOTAL, the SEC (SecuritiesSecurities and Exchange Commission)Commission (SEC) and the U.S. Department of Justice (DoJ), an independent monitor was appointed to conduct a 3-yearthree-year review of the anti-corruption compliance and related internal control procedures implemented by the Group and to recommend improvements, when necessary. The monitor’s mission startedmonitor took up his duties on December 2, 2013.2013 and his first report was submitted to the authorities at the end of July 2014. This report gives recommendations for improving the program, which TOTAL has already started to implement. In October 2014, the monitor had to relinquish his mission for health reasons, and as a result, TOTAL is in the process of selecting a new monitor. ii. Human rights: Although the ultimate responsibility for human rights lies with governments, the
7.3.7.2. | Respect for human rights |
The activities of companies can affect the human rights of the employees, partners or communities with which they interact in numerous ways. In addition to being an ethical commitment for TOTAL, adopting a proactive approach to human rights within the CompanyGroup is vital for its daily business. This approach helps to establish and maintain successful relationships with all stakeholders. TOTAL’sThe Group’s Code of Conduct formally recognizes the Group’s supportwas revised in June 2014 in order to reinforce TOTAL’s commitments in terms of its respect for human rights. TOTAL’s adherence to the principles ofset out in international standards, including the 1948 Universal Declaration of Human Rights, the core conventions of the International Labor Organization, the OECD Guidelines for Multinational Enterprises and the principles of thenew United Nations Global Compact. Between 2005 and 2011, the Group took part in the consultations organized by the United Nations’ special representative, Professor John Ruggie, on the issue of business and human rights. The Group’s Chairman and Chief Executive and the General Counsel expressed their support for the “protect, respect, remedy” framework and for the UN’s guiding principles on business and human rights.rights which were adopted in 2011 and the Voluntary Principles on Security and Human Rights (VPSHR), is indicated in the Code of Conduct. In the event of any discrepancy between legal provisions and the Code of Conduct, the more exacting standard is applied. A “Speaking Up” section has also been added and clearly indicates that anyone in TOTAL can benefit from the advice of the Ethics Committee at any time by writing to the ethique@total.com address.
Furthermore,
| | | 82 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters Awareness of human rights is now an integral part of the principles underpinning the Group’s actions in the same way as all the H3SE standards (health, safety, security, societal, environment). First of all, the Group makes sure that the rights of its employees are protected. In particular, it prohibits any form of discrimination against them, including due to sexual orientation or identity. Likewise, it demands that they themselves be respectful of human rights. With regard to other stakeholders, TOTAL expects its suppliers to respect equivalent standards and to be particularly attentive to the working conditions of their employees. In its dealings with the host countries in which the Group operates, TOTAL respects their sovereignty while reserving the right to express its convictions concerning the importance of respecting human rights in subjects related to its field of operation. Since its activities have an impact on local communities, TOTAL respects their rights by foreseeing and limiting the impacts on their way of life and remediating these impacts wherever necessary. Moreover, in 2013 the Group developed a strategic human rights roadmap which integrates respect for human rights into its various risk and impact management systems. The Executive Committee validated this roadmap on the occasion of the visit by Professor John Ruggie, former special United Nations Representative for Business and Human Rights. This roadmap has been implemented in various Group entities (Legal, Ethics, Sustainable Development Departments). A new legal unit called “ethics and human rights” was set up in 2014 within the Group’s Compliance and Social Responsibility Department in order to help operatives address these issues. Support for international human rights initiatives The Group is actively involved in numerous initiatives and working groups on human rights that bring together various stakeholders. As part of the Global Compact, TOTAL takes part in the Human Rights Working Group, the Expert Group on Responsible Business in Conflict-Affected and High-Risk Areas and the Anti-Corruption Working Group. Created in 2010, Global Compact LEAD (Initiative for Sustainable Leadership) has fifty-four members, among which TOTAL is the first French company.company to participate. The Group is also a founding member of the Global Business Initiative on Human Rights and takes part actively in the work of IPIECA, through the following working groups: Social Responsibility Working Group, Human Rights Task Force, and Responsible Security workshop.Workshop. Moreover, after having implemented the recommendations of the Voluntary principlesPrinciples on securitySecurity and human rightsHuman Rights (VPSHR) for severala number of years, TOTAL joined this initiative in March 2012. Lastly, since 2012, TOTAL has taken part in the activities of the NGO Shift, created by Professor John Ruggie after his term of office with the UN. TOTAL’s General Counsel took part in various workshops organized by Shift in Boston (USA) on the practical implementation of respect for human rights by companies. Internally, the Executive Committee adopted a roadmap in 2013 for the period 2013-2015, with the view of strengthening TOTAL’s compliance with human rights standards in its operations and risk management systems, particularly in sensitive countries where the Group operates. This roadmap is implemented in the various departments and entities concerned by these issues (Sustainable Development, Legal, Ethics, Security, Purchasing, Human resources, Training and Audit Departments).
Moreover, inIn order to spell out its human rights position and initiatives, TOTAL has created a Human Rights Coordination Committee in 2005. This is managed by the Ethics Committee Chairman. AChairman in cooperation with the Group’s human rights experts. This discussion and decision-making forum, thatwhich meets three or four times a year, its members includeincludes representatives of the Ethics, Human Resources, Public Relations, Legal, Finance, Security, Purchasing and Sustainable Development Departments. The Committee coordinatesIts aim is to coordinate the initiatives takenactivities relating to the respect for human rights undertaken internally and externally by the Group’s various business units.Group entities. During these meetings, the participants share their feedback and information on various subjects, including ethical assessments, internal or external tools or procedures associated with human rights, and particularly on TOTAL’s involvement in public or private international initiatives (e.g., VPSHR, EITI, GBI, IPIECA), on human rights tools developed internally or externally, on procedures and internal policies already adopted or under construction, and on civil society projects.
Implementation of due diligence actions Linked to the United Nations’ guiding principles on business and human rights, TOTAL’s human rights approach is based on several pillars:
| – | | Written principlescommitments: in accordance with its Code of Conduct, the Group has adopted principles appropriate to |
| | the operations and countries where it works, some of which are set out in the Human Rights Internal Guidesection “to find out more” of the human rights internal guide published in 2011 in English, French, Spanish and Chinese. |
| – | | Awareness actions:Awareness-raising activities: to ensure that its human rights principles are disseminated in-house, TOTAL raises employee awareness via corporate communications channels such as the Ethics and Security intranet sites,site, and through specific training programs tailored to the various challenges encountered in the field. These programs are listed in the TOTAL University’sUniversity Ethical, Environmental and Social Responsibilities catalogues.Responsibility brochure. For example, as part of the Group’s human rights roadmap, a new training program called “Responsible Leadershipleadership for a sustainable business” targeting the management personnel was created in 2013. The2013 by Total University and tested in 2014. In collaboration with the Shift NGO, the Group has also developed in collaboration with the NGO Shift, a series of four awareness-raising videos on the Group’s human rights standards. These videos, highlightwhich were made available on the Group’s Intranet to mark the UN’s Human Rights Day, focus on three key topicsissues that have been identified as crucial for the Group has identified: Voluntary principles on security and human rights (VPSHR);Group: responsible security; the prevention of societalsocial impacts on local communities; and working conditions — both of TOTAL’sfor its own employees and inwithin its supply chain. Further,Furthermore, in one of these videos,
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Item 4 - Other Matters
| | TOTAL’s Chairman and Chief Executive Officer Mr. de Margerie and Professor John Ruggie discuss TOTAL’s roadmap on human rights, as well as the importance of complying with the Group’s human rights standards in daily activities. Actions undertaken to raise awareness among certain stakeholders that are external to the Group have also been undertaken. For example, the Group’s security providers attend special training sessions concerning the Voluntary Principles relating to safety and human rights in risk areas.
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| – | | ListeningConsulting and advice bodies:advisory structures two dedicated bodies,: the Ethics Committee and the Compliance and Social Responsibility Department are available to advise employees and coordinate efforts to promote human rights. AllThe Ethics Committee is a central, independent structure that represents all of TOTAL’s business units. Its role is to listen to, support and advise both employees experiencing difficultiesand people outside the Group can refer matters to the Committee. The Committee maintains complete confidentiality with regard to referrals; this can only be lifted with the agreement of the person in question. At the local level, the subsidiaries of the Exploration & Production division have introduced mechanisms for processing grievances raised by local communities. Exploration & Production has produced a guide in the practical implementationform of a manual on this subject which is being transcribed within the Code of Conduct should turn first to their line manager; if necessary, they can contact the Human Resources Department or take their concerns to the Ethics Committee.Marketing & Services entities.
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The Ethics Committee is a central, independent structure that represents all of TOTAL’s business units. Its role is to listen to, support and advise both employees and people outside the Group. The Committee maintains complete confidentiality with regard to referrals; this can only be lifted with the agreement of the person in question.
| – | | Assessment tools:Ethical assessments and reporting these: tools are used to regularly assess the subsidiaries’ human rights practices and the risks they may have to face. They analyze the local consequences of projects (societal audits in which local communities in certain countries are questioned on their perception of the impact of the Group’s activities on their everyday lives) or check that the subsidiaries’ ethical practices meet the Group’s standards. Most of these tools are designed to prevent or limit the ethical risks or impacts related to the Group’s activities. Some of themthese tools are useddeployed with the assistance of independent experts, such asexperts. The Group also entrusts the conduct of some ten or so ethics-related assessments per year to GoodCorporation (GoodCorp). To date, more than a hundred subsidiaries exposed to ethical risks have been assessed since 2002. For its on-site activities, GoodCorp makes use of a reference catalogue containing approximately
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Item 4 - C. Other Matters | | 90 questions relating to human rights, labor law, respect for the provisions governing fair competition and other ethics-related subjects. The aim of this process, during which numerous internal and external stakeholders are interviewed by GoodCorp over a period of several weeks, is to make sure that the assessed activities are consistent with the Group’s standards. GoodCorp then issues a final report identifying points requiring improvement and observed good practices. The entity is then given several months to correct any problems that have been identified, after which a follow-up inspection is performed by GoodCorp. In some cases, the Danish Institute for Human Rights, ora Danish public non-profit organization, partners with GoodCorp in its activities. Other non-profit partner organizations such as the CDA Collaborative Learning Projects. ActionCorporate Engagement Project also contribute by evaluating the social impact of certain subsidiaries on nearby local communities. CDA’s reports are published online on their website. A+ end-2013, the Group also commissioned the British NGO International Alert to conduct an impact study focusing on human rights in the Democratic Republic of the Congo. Even though the Group has not yet conducted any operations nor had any subsidiaries in the area in question, more than 300 people — a quarter of whom were women — were consulted by the NGO. The aim of this study was to enable the Group to better understand the country’s complex dynamics in order to limit any negative impact and monitoring plans are then implementedmaximize any positive impact the Group’s exploration activities may have on the basis of these assessments.this sensitive environment. The NGO’s report is available online. |
iii. Contractors and suppliers: In its Code of Conduct, TOTAL states that it expects its suppliers to respect equivalent principles to which it abides. A document entitled “Fundamental Principles in Purchasing” sets out the commitments that the Group expects of its suppliers with regard to respecting fundamental rights at work, protecting health and the environment, preventing corruption, complying with the rules of free competition and promoting economic and social development. The rules set out in this document may be made available to TOTAL suppliers in order to obtain a contractual commitment that they will comply with them. In some contracts, such as those covering the oil operations of the Exploration & Production segment, the principles contained in TOTAL’s Code of Conduct (e.g., preventing corruption, health, environment, security, safety, societal, right to work) are covered by specific contract clauses.
Questionnaires focused on environmental and social challenges are used to gather more in-depth information from suppliers about their approach to these subjects, either during pre-qualification or as part of an audit. This aspect of supplier relationships can also be examined in ad hoc ethical assessments of Group’s subsidiaries or entities performed by GoodCorporation. With the deployment of the anti-corruption policy in 2013, specific questionnaires were sent to a certain number of suppliers and in some cases, external audits were carried out.
A cross-functional working group dedicated to sustainable purchasing, which includes the various segments and the Purchasing and Sustainable Development departments, has been active since
2011. This group is tasked with reinforcing TOTAL’s policy in this area by using the initiatives taken in each segment. In 2012, a map of the CSR risks and opportunities in the Group’s main purchasing categories was created in order to identify the main issues in three areas: ethics and human rights, environmental impact, and the creation of value with the communities. Pilot projects were implemented in certain categories in order to concretely integrate the monitoring of CSR aspects into the purchasing process (e.g., specific questionnaire focusing on the fundamental procurement principles, drafting of suitable contract clauses, good practices guide for purchases from the sheltered sector).
In February 2013, the Group Purchasing Committee decided to focus on awareness-raising and training on sustainable purchasing, and to develop the integration of sustainable purchasing targets in the annual interviews of buyers (initially central buyers). Seven sustainable purchasing training sessions were organized in 2013 in France and will continue to be offered in 2014. Concrete tools have been developed to support this training and are used in pre- and post-learning: fact sheets on international references (for example, principles of the International Labour Organization); country fact sheets (specifying aspects of local law); internal feedback; and methodology sheets (e.g., total cost of ownership, life cycle analysis, eco-labels).
In France, purchases from the sector for disabled workers continued to rise with the signature of new contracts; Group purchases from the sector for disabled workers tripled, in terms of recipient entities, for the Group’s three main sites at the Head Office in Paris between 2012 and 2013.
In March 2014, TOTAL received the “Responsible supplier relationships” label for its Holding and Marketing & Services activities in France. This label, awarded by the French authorities, recognizes companies that maintain sustainable and balanced relationships with their suppliers.
Reporting scopes and method for7.4. | Other social, community development and environmental information The Group reporting procedures consist of:
| – | | for social indicators, a practical handbook titled “Corporate Social Reporting Protocol and Method”;
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| – | | for Industrial Safety indicators, the Corporate Guidance on Event and Statistical Reporting; and
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| – | | for environmental indicators, a Group reporting procedure, together with specific instructions for the sectors.
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•7.4.1. | TOTAL and shale gas and oil |
TOTAL has stakes either as an operator or as a partner in several shale gas and oil exploration and production licenses in Russia, the United Kingdom, Denmark, the United States, Argentina, Uruguay, China and Australia. In every country where the Group operates, its Safety Health Environment Quality Charter and its Societal directive, both of which are backed by local legislation, provide a framework for its operations. The Group has a risk management system that incorporates impact studies related to the environment, health, safety and social acceptability. These studies are carried out very early on in the project schedule (as early as the exploration phase) and entail a level of analysis that is equal to or exceeds local regulatory requirements. The environmental and societal challenges associated with shale gas and oil development include reducing the quantity and impact of chemical additives, optimizing water management and reducing the visual impact and disturbance caused by the operations. In projects operated by the Group, TOTAL’s teams (operational, HSE, societal, quality and R&D) make every effort to find appropriate technological solutions. In Europe, where TOTAL has stakes in Denmark as an operator, as well as stakes in the UK, the Group focuses its efforts on listening to the various stakeholders to ensure that the operations are carried out under the best possible conditions. TOTAL has also made a commitment to be transparent, whether by providing information about projects, such as via a Group website dedicated to Danish licenses, or by supporting the initiative of the Oil and Gas Producers Association, which publishes the composition of fracturing fluids on the Internet. In Argentina, TOTAL has stakes either as an operator or partner in several shale gas licenses in the Neuquén basin. Although the large-scale development phase has not yet begun, proposed initiatives for minimizing the impact of the shale gas and oil operations are routinely and regularly assessed (such as using a mobile unit for processing and reusing flowback water or recycling a portion of the crushed rock, after it leaves the drilling platform, for reuse at another site to reduce the total amount of rock extracted from quarries, etc.). TOTAL also takes part in numerous regional committees to provide information to a wide range of stakeholders, including the IAPG (Instituto Argentino del Petróleo y Gas), an institute recognized in Argentina for its high technical standards whose goal is to ensure that best practices are adopted by industry players and included in the local regulatory framework. In addition, the Group is currently involved in a program that assesses the contribution of its operations to local socioeconomic development. 7.4.2. | TOTAL and oil sands |
TOTAL has stakes in several Canadian oil sands projects. Changes in the economic environment have prompted the Group to adapt the development plan related to these projects, including suspending the Joslyn North Mine and Northern Lights projects. For the projects still under development, Surmont (50%) and Fort Hills (39.2%), which are not operated by the Group, TOTAL emphasizes an awareness by the operator of environmental issues, and particularly water impacts, remediation of the affected soil and ecosystems, and GHG emissions. The Group ensures that the technologies used minimizein situ the environmental impact. For phase 2 of the Surmont project, which is scheduled to begin production in 2015, the option chosen is expected to allow water to be withdrawn mainly from saline aquifers and not from freshwater aquifers or rivers in an effort to optimize water use and recycling. For several years, TOTAL has been actively involved in the various collaborative research initiatives undertaken by the Canadian industry in these areas. In particular, TOTAL is one of the founding members of Canadian Oil Sands Innovation Alliance (COSIA), an initiative launched in 2012 by fourteen producers in Canada to improve the environmental performance of Canadian oil sands by promoting collaboration and innovation. TOTAL is mindful of its responsibility to its stakeholders, with whom it builds a long-term relationship by maintaining a dialogue with the surrounding communities. For more information, refer to “— B. Business Overview — 2.1.7.2. North America”, above. 7.4.3. | TOTAL and the Arctic |
The Group is involved in various projects, including in Norway (Snøhvit, active exploration in the Barents Sea) and in Russia (Kharyaga, Yamal LNG, Termokarstovoye, Bazhenov). According to a survey published by the United States Geological Survey (USGS) in 2012, the Arctic might hold 13% of the world’s undiscovered conventional oil resources and 30% of its undiscovered gas resources. These substantial resources could help to meet the growing demand for energy in the coming decades. For exploration and production in the Arctic, major challenges must be overcome given the difficult weather and oceanographic conditions, logistical constraints and the nature of the technologies to be deployed in a particularly sensitive ecosystem. TOTAL currently does not conduct any exploration activities in oil fields under the ice cap. | | | 84 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters At the same time, TOTAL is involved in research related to specific issues in the Arctic, in particular through its “Grands froids” (extreme cold) R&D program. TOTAL is also involved in the Joint Industry Program, which brings together oil companies and scientific organizations to study ways of preventing, detecting and responding to accidental pollution by hydrocarbons. 7.4.4. | TOTAL and Western Sahara |
Off the coast of Western Sahara, in December 2011 Morocco awarded a reconnaissance contract for the Anzarane Offshore Block to the Office National Marocain des Hydrocarbures et des Mines (ONHYM — National Moroccan Bureau of Petroleum and Mines) and Total E&P Maroc. This contract was extended until December 2015 in order to assess the oil and gas potential of this large area of 100,000 km2. A reconnaissance contract is not an E&P agreement in that it is limited to geological and geophysical works. According to independent experts that TOTAL consulted in this regard, the aforementioned geological and geographic works conducted in this area are not legally in breach of international law or the United Nations Charter. In terms of ethics, in December 2013 Total E&P Maroc and the ONHYM signed two documents: the first was a public joint declaration in which the Moroccan party emphasized its commitment to comply with the principles of the Charter of the United Nations, in particular with regard to consulting local communities and ensuring that they benefit from exploration and production of natural resources. The second was a memorandum of understanding that outlines the action principles related to social responsibility for the exploration period and for any subsequent phases. In Western Sahara where the Anzarane Offshore Block is located, and wherever it operates, TOTAL complies, within its sphere of activities, with the applicable international laws and standards mentioned in the Group’s Code of Conduct, particularly those related to human rights. 7.5. | Reporting scopes and method for social and environmental information |
The Group’s reporting is based: for social indicators, on a practical handbook titled “Corporate Social Reporting Protocol and Method”; for industrial safety indicators, on the Corporate Guidance on Event and Statistical Reporting; and for environmental indicators, on a Group reporting procedure, together with segment-specific instructions. These documents are available to all TOTAL companies. Abridged versions of the environmental and social reporting handbooks can be downloaded from the TOTAL website under the “publications” heading. The complete versions can be consulted at Corporate headquarters, in the relevant departments. In 2013,2014, environmental reporting covered all activities, sites and industrial assets in which TOTAL, directly or through one of its subsidiaries, is the operator (either(i.e., either operates or contractually manages the operations) as of December 31, 2013. Equity greenhouse2014. Greenhouse gas (GHG) emissions “based on the Group’s equity interest” are the only data which are published onfor the “equity” perimeter.“equity interest” scope. This perimeter,scope, which is different from the “operated domain” mentioned above, includes all the assets in which TOTAL has a financial interest with rights over all or part of the production (financial interest without operational responsibility nor rights on all or part of the production do not lead to the incorporation of GHG emissions). Safety reporting covers all TOTAL employees, as well as employees of contractors working at Group-operated sites.sites and employees of transport companies under long-term contracts. Each | | | 2013 Form 20-F TOTAL S.A. | | 71 |
Item 4 - Other Matters
site submits its safety reporting to the relevant business unit. The data is then consolidated at the business level and every month at the CorporateGroup level. In 2013,2014, the Group safety reporting scope covered 528539 million hours worked, equivalent to around 310,000approximately 300,000 people. TheReporting on occupational diseases reportingillnesses covers only the GroupGroup’s personnel and diseases areillnesses reported according to the regulationregulations applicable in the country of operation of each entity. Each site sends its reporting on occupational diseasesillnesses to the operational entity it reports to. Statistics are consolidated at sectorbusiness segment level and reported to the Group once a year.
Social reporting is based on two resources – the Global Workforce Analysis and the Worldwide Human Resources Survey. TheGlobal Workforce Analysis is conducted twice a year, on June 30 and December 31, in all fully consolidated companies ownedat least 50% or moreowned and consolidated by the global integration included in this Annual Report.method. The survey mainly covers worldwide workforces, hiring under permanent and fixed-term contracts (non-French equivalents ofcontrats à durée déterminée ou indéterminée), nationality, and as well as employee hires and departures.turnover. This survey produces a breakdown of the workforce by gender, professional category (managers and other employees), age and nationality. TheWorldwide Human Resources Survey is an annual survey which comprises approximately 100 indicators in addition to those used in the Global Workforce Analysis. The indicators are selected in cooperation with the businessesbusiness segments and cover major components of the Group Human Resources policy, such as mobility, career management, training, employee dialogue, Code of Conduct application, health, compensation, retirement benefits and insurance. The survey covers a representative sample of the consolidated perimeter.scope. The data published in this Annual ReportRegistration Document are extracted from the most recent survey, carried out in December 20132014 and January 2014; 1492015; 147 companies, operating in fifty-nine countries, representing 90%91% of the consolidated Group workforce operating in 58 countries,(90,949 employees) replied to the survey. Both surveys are conducted using the same information system introduced at TOTAL at the end of 2003, and undergo similar internal control and validation processes. 7.5.2.1. | – | | Consolidation method:method In the scopes defined above, industrial safety and social data are fully consolidated. Environmental indicators consolidate 100% of the emissions of Group operated sites for the “operated” indicators. GHG are also published in equity share, that is the consolidation of the Group part of emissions for all assets in which the Group has a financial interest or rights to production. |
For the scopes defined above, safety indicators and social data are fully consolidated. Environmental indicators consolidate 100% of the emissions of Group operated sites for the “operated” indicators. GHG emissions are also published on an equity interest basis,i.e., by consolidating the Group share of the emissions of all assets in which the Group has a financial interest or rights to production. 7.5.2.2. | – | | Changes in scope:scope For social and environmental indicators, the indicators are calculated on the basis of the perimeter of the Group as of December 31, 2013. |
For social and environmental indicators, the indicators are calculated on the basis of the perimeter of the Group as of December 31, 2014. For safety indicators, acquisitions are taken into account as soon as possible and at the latest on January 1 of the following year, and divestments are taken into account at the end of the quarter preceding their effective date of implementation. Restatement of previous years published data, unless there is a specific statement, is now limited to changes of methodology. | | | 2014 Form 20-F TOTAL S.A. | | 85 |
Item 4 - C. Other Matters 7.5.3.1. | Indicator selection and relevance |
The data published in this annual report are intended to inform stakeholders about TOTAL’s Corporate Social Responsibility performance for the year in question. The environmental indicators include Group performance indicators in line with the IPIECA reporting guidance, updated in 2010. The indicators have been selected in order to monitor: TOTAL’s commitments and policies, and their effects in the safety, environment, social, etc., domains; performance relative to TOTAL’s main challenges and impacts; and information required by legislative and regulatory obligations (article L. 225-102-1 of the French Commercial Law). 7.5.3.2. | Terminology used in social reporting |
Outside of France, management staff refers to any employee whose job level is the equivalent of 300 or more Hay points. Permanent contracts correspond tocontrats à durée indéterminée (CDI) and fixed-term contracts tocontrats à durée déterminée (CDD), according to the terminology used in the Group’s social reporting. • | | Managed scope: all subsidiaries in which one or more Group companies own a stake of 50% or more, i.e., 496 companies in 125 countries as of December 31, 2014. |
• | | Consolidated scope: all companies fully consolidated by the global integration method,i.e., 350 companies in 104 countries as of December 31, 2014. |
• | | Employees present: employees present are employees on the payroll of the consolidated scope, less employees who are not present,i.e., persons who are under suspended contract (sabbatical, business development leave, etc.), absent on long-term sick leave (more than six months), assigned to a company outside the Group, etc. |
•7.5.3.3. | | PrinciplesMethods
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| – | | Indicator selection and relevance: The data published in the Registration Document are intended to inform stakeholders about TOTAL’s Corporate Social
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| | Responsibility performance for the year in question. The environmental indicators include Corporate performance indicators in line with the IPIECA reporting guidance, updated in 2010. The indicators have been selected in order to track:
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| ¡ | | TOTAL’s commitments and policies, and their effects in the domainsThe methods may be adjusted to reflect the diversity of TOTAL’s activities, recent integration of safety, environment, social, etc.);
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| ¡ | | performance relative to TOTAL’s principal challenges and impacts; and
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| ¡ | | information required by legislative and regulatory obligations (article L. 225-102-1 of the French Commercial Law, such as modified in 2010 by article 225 of the Grenelle II law).
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| – | | Terminology used in social reporting: Outside of France, management staff (cadre) refers to any employee whose job level is the equivalent of 300 or more Hay points. Permanent contracts correspond tocontrats à durée indéterminée (CDI) and fixed-term contracts tocontrats à durée determinée (CDD), according to the terminology used in the social reporting.
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Managed Scope: all subsidiaries, lack of regulations or standardized international definitions, practical procedures for collecting data, or changes in which one or more Group companies own a stake of 50% or more,i.e., 496 companies in 124 countries as of December 31, 2013.
Consolidated Scope: all subsidiaries fully consolidated as in the Registration Document,i.e., 355 companies in 101 countries as of December 31, 2013.methods.
7.5.3.4. | – | | Methods: The methods may be adjusted to reflect the diversity of TOTAL’s activities, recent integration of subsidiaries, lack of regulations or standardized international definitions, practical procedures for collecting data, or changes in methods.
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| – | | Consolidation and internal controls:controls Environmental, social and Industrial Safety data are consolidated and checked by each business unit and business segment, and then at Corporate |
Environmental, social and industrial safety data are consolidated and checked by each business unit and business segment, and then at Group level. Data pertaining to certain specific indicators are calculated directly by the business segments. These processes undergo regular internal audits. 7.5.4. | Details of certain specific indicators are calculated directly by the business segments. These processes undergo regular internal audits. |
•7.5.4.1. | Industrial safety definitions and indicators |
TRIR (Total Recordable Injury Rate): number of recorded injuries per million hours worked. LTIR (Lost Time Injury Rate): number of lost time injuries per million hours worked. SIR (Severity Injury Rate): average number of days lost per lost time injury. Employees of external contractors: any employee of a service provider working at a Group-operated site or assigned by a transport company under a long-term contract. Tier 1: indicator of the number of loss of primary containment as defined in standards API 754 (for downstream) and IOGP 456 (for upstream). Near miss: event which, under slightly different circumstances, could have resulted in a serious accident. The term “potential severity” is used for near misses. Incidents and near misses are assessed in terms of actual or potential severity based on a scale that consists of six levels. Events with an actual or potential severity level of four or more are considered serious. 7.5.4.2. | Environmental indicators |
Personnel in charge of the environment: means the persons in charge of the environment in the HSE departments of the sites and of the functional entities and, if any, the staff of research centers working on this theme, the laboratories of sites (for environmental analysis), effluent liquid and gaseous emission processing departments, the department responsible for the management (and possibly internal processing) of waste, and the departments and entities charged with remediation of sites. ISO sites: sites covered by an ISO 14001 certificate that is valid, some certificates may cover several sites. Fresh water: water with salinity below 1.5 g/l. Hydrocarbon spills: spills with a volume greater than 1 barrel (159 liters) are counted. These are accidental spills of which at least part of the volume spilled reaches the natural environment (including non-waterproof ground). Spills resulting from sabotage or malicious acts are included. Spills which remain in a confined watertight containment system are excluded. Waste: the contaminated soil excavated and removed from active sites to be treated externally is counted as waste. However, drilling debris, mining cuttings or soil polluted in inactive sites are not counted as waste. • | | Details of certain environmental indicatorsGHG
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| – | | Personnel in charge of the environment: it is a matter of identifying the persons in charge of the environment in the HSE departments of the sites, and if any, the staff of research centers working on this theme, the laboratories of sites (for environmental analysis), effluent liquid and gaseous emission processing departments, the department responsible for the management (and possibly internal processing) of waste, departments and entities charged with rehabilitation of sites.
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| – | | ISO sites: sites covered by an ISO 14001 certificate that is valid, some certificates covering several sites.
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| – | | Fresh water: water with salinity below 1.5 g/l.
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| – | | Hydrocarbon spills: spills with a volume greater than 1 b (159 l) are counted. These are accidental spills of which at least part of the volume spilt reaches the natural environment (including nonwaterproof ground). Spills resulting from sabotage or malicious acts are included. Spills which remain in a confined watertight containment system are excluded.
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| – | | Waste: the contaminated soil excavated and removed from active sites to be treated externally is counted as
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Item 4 - Other Matters
| | waste. But drilling debris, mining cuttings or soil polluted in inactive sites are not counted as waste.
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| – | | GHG: the six gases of the Kyoto protocol, are counted, which are CO2, CH4, N2O, HFCs, PFCs and SF6, with their respective GWP (Global Warming Potential) as described byin the 19952007 GIEC report.
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| –• | | GHG Scope 2:based on the emission factors applied are world averages: 3.2 Mt CO2-eq/Mtep for steam and 0.4 t CO2-eq/MWh for electricity. This reporting is only applicable to the operated perimeter. |
| – | | GHG inGroup’s equity share:interest: GHG emissions of non-significant assets are excluded, fori.e., assets in which the GroupGroup’s equity shareinterest is less than 10% and for which emissions inthe Group share of emissions are less than 50 kt CO2-eq/year. TOTAL relies on the information provided by its partners who operate its non-operated assets. In cases where this information is not available, estimates are made based on past data, budget data or bypro rata with similar assets.
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Material loss rate: this rate corresponds to the net sum of materials extracted or consumed which are neither auto-consumed energy nor sold to a client, divided by the sum of transformed material. In the case of Exploration & Production, this rate is calculated by the ratio of the sum of identified losses to the sum of extracted materials. Petrochemicals considers that this new indicator is not yet sufficiently reliable for its activities to be published. | – | | Material loss rate: this rate corresponds to the net sum of materials extracted or consumed which are neither auto-consumed energy nor sold to a client, divided by the sum of transformed material. In the case of Exploration & Production, this rate is calculated by the ratio of the sum of identified losses to the sum of extracted materials. Petrochemicals considers that this new indicator is not yet sufficiently reliable to be published.
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| ¡ | | An oil spill scenario is deemed “important” as soon as its consequences are on a small scale and with limited impacts on the environment (orders of magnitude of several hundred meters of beaches impacted, and several tons of hydrocarbons, typically).; |
| ¡– | | An oil spill preparedness plan is deemed operational if it describes the alert mechanisms, if it is based on pollution scenarios that stem from the risk analyses and if it describes mitigation strategies that are adapted to each scenario, if it defines the technical and organizational |
| | | 86 | | TOTAL S.A. Form 20-F 2014 |
Item 4 - C. Other Matters | | means, internal and external, to be implemented and, lastly, if it mentions elements to be taken into account to implement a follow-up of the environmental impacts of the pollution.pollution; and |
| ¡– | | Oil spill preparedness exercise: only exercises conducted on the basis of one of the scenarios identified in the oil spill preparedness plan and which are played out until the stage of equipment deployment of equipment are countedincluded for this indicator. |
Research & Development
Certain R&D initiatives of the Group are set forth below. For additional information on the Group’s R&D, see “Item 5. Research and Development”.
| – | | Exploration & Production:In addition to continuously optimizing the development of deep-offshore projects and gas resources, TOTAL continues to improve its computing, exploration, seismic acquisition and processing tools over the long term as well as those for the initial appraisal of hydrocarbon reservoirs and simulation of field evolution during operations, especially for tight, very deep or carbonated reservoirs.
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R&D activity has been intensified in the field of unconventional resources, with a strong focus on water management throughout the production cycle and the search for alternatives to hydraulic fracking.
A new direction is being taken to carry out deep offshore operations in even deeper waters, on the one hand, and at greater distances for multiphase production transport, on the other hand, which is fully in line with the ambitious goals of Exploration & Production and supports major technology-intensive assets such as Libra in Brazil.
Enhancing oil recovery from mature reservoirs and recovery of heavy oil and bitumen with lesser environmental impacts are also subjects involving very active research. In particular, new technologies for the exploitation of oil shales by pyrolysis are being developed, bothin situ andex situ.
The oxycombustion CO2 capture and storage project in the depleted Rousse reservoir in Lacq (France) is now in the monitoring phase following the injection phase, which ended in April 2013. The Group now has a strong command of the methods used to characterize reservoirs for this type of injection. New projects will look into new and more economical capturing solutions.
Finally, water management and the production of hydrocarbons are still the subject of increased R&D activities. This subject is now part of a larger program dedicated to acceptability.
| – | | Gas & Power:The program to develop new LNG solutions is continuing.
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• | | Refining & Chemicals segment
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| – | | Refining & Chemicals:The aim of R&D is to support the medium and long-term development of Refining & Chemicals. In doing so, it contributes to the technological differentiation of this business through the development, implementation and promotion of effective R&D programs that pave the way for the industrialization of knowledge, processes and technologies.
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In line with the Refining & Chemicals strategy, R&D places special emphasis on the following four major challenges: take advantage of different types of feedstock, optimize the value of assets, continue to develop innovative products, and develop bio-sourced products. The medium-term strategy of the project portfolio and its deployment plan will facilitate Refining & Chemicals’ technological differentiation.
To take advantage of different types of feedstock, R&D activities related to the processing of more diversified crudes have increased significantly through a better understanding of the effect that feedstocks have on equipment and processes at the molecular level. R&D is launching ambitious new programs to develop various technologies for producing liquid fuels, monomers and intermediates from gas.
R&D is developing know-how and technologies with a view to optimizing the value of assets. Its efforts mainly involve programs focusing on the flexibility and availability of facilities. Advanced modeling of feedstocks and processes helps the units overcome their processing-related constraints and operate in real time with these constraints
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Item 4 - Other Matters
in mind. Research conducted on catalysts is helping to increase their resistance to poisons, improve catalytic stability and extend cycle time at a lower cost. Programs are being set up to maximize the value of heavy residues.
In response to concerns related to social and environmental acceptability, R&D focuses its efforts on reducing emissions, with the aim of ensuring that the facilities’ environmental impact is limited. In anticipation of problems that arise over the long term and the value of CO2, R&D is developing technologies to significantly reduce greenhouse gas emissions through the use of carbon capture and conversion.
Product innovation is a key aspect of research on polymers. R&D draws on its knowledge of metallocenes and bimodality to develop different types of mass consumption polymers which have exceptional properties that allow them to replace heavier materials and compete with technical polymers. Value-added niche polymers are also being developed, whether in the form of blends, compounds or composites. Efforts to diversify into “green” products are focused mainly on bioproducts endorsed by the market: biomonomers, biointermediates and biopolymers. R&D is banking on polylactic acid for the market launch of new polymers that boast improved properties. In addition, the development of blends, compounds and composites broadens the scope of application of polylactic acid-based polymers.
With regard to biofuels, R&D has focused its efforts on gasification and coprocessing to produce liquid fuels from biomass. R&D is also particularly mindful of issues related to blends and product quality raised by the use of biomolecules.
The efficient use of resources and the management of plastics at the end of their useful life are topics of growing interest. R&D is therefore developing technologies that enable plastics to be used more efficiently as feedstock.
| – | | Specialty Chemicals:R&D has strategic importance for the Specialty Chemicals. It is closely linked to the needs of subsidiaries and industrial customers.
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Hutchinson’s R&D is built around two key areas: materials, with the development of next-generation thermoplastic alloys and high-performance rubber formulas, as efforts to protect the environment create new opportunities; and a shift from products to systems, based on advanced functions such as thermal and acoustic management.
Bostik is focusing its research activities on three technology platforms: hot-melt adhesives, reactive elastomers and hydraulic polymer-binder systems. Based on these technologies, R&D is developing practical, sustainable assembly solutions that meet the needs of markets in terms of energy efficiency (construction, transport), material efficiency (health, industry) and environmental impacts throughout their life cycle.
Atotech is one of the world leaders for integrated production systems (chemicals, equipment, know-how and service) for industrial surface finishing and the manufacturing of integrated circuits. Given the environmental challenges related to electroplating, nearly half of Atotech’s R&D projects are intended to develop
cleaner technologies and create conditions for the Sustainable Development of these industries.
•8. | | Marketing & Services segmentCuba, Iran and Syria
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| – | | Marketing & Services: In 2013, in response to the roadmap and the new scope of Marketing & Services, R&D reorganized its business areas. In anticipation of changes in technologies, the main lines of research involve the design of new higher-quality,high-performance products to support the international development of the businesses: fuel economy (fuels, lubricants, additives), energy efficiency (bitumen), anticipation of regulatory changes (marine lubricants) and blending of bio-sourced molecules (aviation fuels and special fluids).
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The development of the future range of Excellium fuels, which focus mainly on fuel economy and “engine” cleanliness, has made it possible to validate and integrate new molecules (friction modifier/anti-lacquering) as well as a new detergent technology developed in-house.
The Fuel Eco lubricant range was expanded with many new products added to comply with the specifications of manufacturers targeted by the Total Lubrifiants business line. New marine lubricants for two-stroke engines are being developed to anticipate changes in fuel (very low sulfur rate in coastal areas) and emissions requirements.
To meet energy efficiency requirements by reducing application temperatures, a new bitumen has been developed and released on the European market. The formulation of a sulfur-free specialty bitumen, aimed at reducing users’ exposure to H2S, is continuing.
New formulations of broader spectrum cold flow properties additives that include an exclusive booster for distillates have been developed and are being sold. The multi-partner CAER (alternative aviation fuels) project certified by the Directorate General for Aviation has been launched. The aim of this project is to understand the behavior of new components, from upstream logistics to downstream turbojet operation.
The conditions related to the hydroprocessing of local feedstocks were determined based on future special fluids production units and the initial tests on renewable feedstock pilot programs.
Finally, researchers have also demonstrated their know-how and expertise in the competitive arena by developing brand new products (fuels and lubricants for racing teams that were again world champions in 2013), products and technologies that are later adapted to consumer products.
| – | | New Energies:R&D efforts in New Energies cover both the production processes of SunPower cells, which aim to speed up the reduction of production costs, and the future generations of photovoltaic cells, as part of several partnerships with recognized academic research institutes and start-ups. In particular, TOTAL is a partner in the important institutional project, IPVF, launched by the Université Paris-Saclay.
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Energy production from biomass is the other major R&D challenge in the development of New Energies. Through
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Item 4 - Other Matters
its own biotechnology research team, the Group is taking part in a program to develop several production processes using biomass, and in biotechnological projects to transform the biomass into advanced biofuels or molecules that can be used in chemical applications. The Group’s main partnership is with Amyris, in which the Group holds a stake.
Environmental issues are important throughout the Group and are taken into account in all R&D projects. R&D’s effort is to ensure optimum management of environmental risk, particularly as regards:
| – | | water management, notably by reducing the use of water from natural continental environments and by lowering emissions in compliance with local, national and international regulations;
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| – | | reduction of greenhouse gas emissions by improving energy efficiency and the monitoring of carbon capture and storage and the potential effects of CO2 on the natural environment;
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| – | | detection and reduction of emissions into the air and simulation of their dissemination;
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| – | | prevention of soil contamination and regulatory compliance with regard to historical aspects and the rehabilitation of sites;
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| – | | changes in the Group’s different products and management of their life cycle, in particular in compliance with the REACH Directive.
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Insurance and risk management
TOTAL has its own reinsurance company, Omnium Reinsurance Company (“ORC”). ORC is integrated within the Group’s insurance management and is used as a centralized global operations tool for covering the Group companies’ insurable risks. It allows the Group’s worldwide insurance program to be implemented in compliance with the specific requirements of local regulations applicable in the countries where the Group operates.
Some countries may require the purchase of insurance from a local insurance company. If the local insurer accepts to cover the subsidiary of the Group in compliance with its worldwide insurance program, ORC negotiates a retrocession of the covered risks from the local insurer. As a result, ORC enters into reinsurance contracts with the subsidiaries’ local insurance companies, which transfer most of the risk to ORC.
At the same time, ORC negotiates a reinsurance program at the Group level with oil industry mutual insurance companies and commercial reinsurance markets. ORC allows the Group to better manage price variations in the insurance market by taking on a greater or lesser amount of risk corresponding to the price trends in the insurance market.
In 2013, the net amount of risk retained by ORC after reinsurance was a maximum of $54 million per onshore third-party liability insurance claim, $87 million per offshore third-party liability insurance claim and $75 million per property damage and/or business interruption insurance claim. Accordingly, in the event of any loss giving rise to an aggregate insurance claim, the effect on ORC would be limited to its maximum retention of $162 million per occurrence.
• | | Risk and insurance management policy
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In this context, the Group risk and insurance management policy is to work with the relevant internal department of each subsidiary to:
| – | | define scenarios of major disaster risks (estimated maximum loss);
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| – | | assess the potential financial impact on the Group should a catastrophic event occur;
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| – | | help to implement measures to limit the probability that a catastrophic event occurs and the financial consequences if such event should occur; and
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| – | | manage the level of risk from such events to be either covered internally by the Group or transferred to the insurance market.
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The Group has worldwide property insurance and third-party liability coverage for all its subsidiaries. These programs are contracted with first-class insurers (or reinsurers and oil and gas industry mutual insurance companies through ORC).
The amounts insured depend on the financial risks defined in the disaster scenarios and the coverage terms offered by the market (available capacities and price conditions).
More specifically for:
| – | | Third-party liability insurance: since the maximum financial risk cannot be evaluated by a systematic approach, the amounts insured are based on market conditions and oil and gas industry practice. In 2013, the Group’s third-party liability insurance for any liability (including potential accidental environmental liabilities) was capped at $850 million (onshore) and $750 million (offshore).
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| – | | Property damage and business interruption: the amounts insured vary by sector and by site and are based on the estimated cost of and scenarios of reconstruction under maximum loss scenarios and on insurance market conditions. The Group subscribed for business interruption coverage in 2013 for its main refining and petrochemical sites.
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For example, for the Group’s highest risks (North Sea platforms and main refineries and petrochemical plants), in 2013 the insurance limit for the Group share of the installations was approximately $1.7 billion for the Refining & Chemicals segment and approximately $1.6 billion for the Upstream segment.
Deductibles for property damage and third-party liability fluctuate between€0.1 and€10 million depending on the level of risk and liability, and are borne by the relevant subsidiaries. For business interruption, coverage is triggered sixty days after the occurrence giving rise to the interruption. In addition, the main refineries and petrochemical plants bear a combined retention for property damage and business interruption of $50 million per insurance claim.
Other insurance contracts are bought by the Group in addition to property damage and third-party liability coverage, mainly for car fleets, credit insurance and employee benefits. These risks are mostly underwritten by outside insurance companies.
The above-described policy is given as an example of a situation as of a given date and cannot be considered as representative of future conditions. The Group’s insurance policy may be changed at any time depending on the market conditions, specific circumstances and on the General Management’s assessment of the risks incurred and the adequacy of their coverage.
| | | 2013 Form 20-F TOTAL S.A. | | 75 |
Item 4 - Other Matters
Competition
TOTAL’s competitors are comprised of national oil companies and international oil companies. The evolutions of the energy sector have opened the door to new competitors, increased market price volatility and called the viability of long-term contracts into question.
TOTAL is subject to competition from other oil companies in the acquisition of assets and licenses for the exploration and production of oil and natural gas as well as for the sale of manufactured products based on crude and refined oil. In the gas sector, major producers are becoming interested in the downstream value chain and are competing directly with established distribution companies, including those that belong to the Group. Increased competitive pressure could have a significant negative effect on the sales prices, margins and market shares of the Group’s companies.
The pursuit of unconventional gas development, particularly in the United States, has contributed to falling market prices and a marked difference between spot and long-term contract prices. The competitiveness of long-term contracts indexed to oil prices could be affected if this discrepancy persists and if it should prove difficult to invoke price revision clauses.
The major international oil companies in competition with TOTAL are ExxonMobil, Royal Dutch Shell, Chevron and BP. As of December 31, 2013, TOTAL ranked fifth among these companies in terms of market capitalization.(1)
Competition law
Competition laws apply to the Group’s companies in the vast majority of countries in which it does business. Violations of competition laws carry fines and expose the Group and its employees to criminal sanctions and civil suits. Furthermore, it is now common for persons or corporations allegedly injured by violations of competition laws to sue for damages.
Some of the Group’s business segments have already been implementing competition law conformity plans for a long time. In 2012, a Group policy for compliance with competition law and prevention of violations in this area was adopted. Its deployment is based on a dedicated organization, the involvement of hierarchies and staff, and a warning process.
Cuba, Iran and Syria
Provided in this section is certain information relating toconcerning TOTAL’s activities related to Iran in 2014 that is required to be disclosed pursuant to Section 13(r) of the U.S. Exchange Act. In addition, information for 2014 is provided concerning the various types of payments made by Group affiliates to the government of any country identified by the United States as a state sponsor of terrorism (currently, Cuba, Iran, Syria and its presence in Iran and Syria.Sudan(1)) or any entity controlled by those governments. For more information on certain U.S. and EU restrictions relevant to TOTAL in these jurisdictions, see “Item 3. Key Information3 — C. Risk Factors”., above. In 2013,2014, Marketing & Services had limited marketing activities for the sale of specialty products to non-state entities in Cuba and paid taxes of approximately€425,000 $256,000 on such activities. Hutchinson, a Refining & Chemicals affiliate, had limited sales in Cuba of transmission belts for agricultural machinery via a government-controlled intermediary that received a commission of approximately€77,000.58,000 (approximately $63,000(2)). In addition, Trading & Shipping purchased hydrocarbons pursuant to spot contracts from a state-controlled entity for approximately€101124 million (approximately $134 million) and sold energy optionspaid approximately€7 million (approximately $8 million) to this state-controlled entity for approximately€4 million.via put option transactions with this entity. Section 13(r) of the SecuritiesU.S. Exchange Act of 1934, as amended, requires the Company to disclose whether it or any of its affiliates engaged during the 20132014 calendar year in certain Iran-related activities. While neither TOTAL has notS.A. nor any of its affiliates have engaged in any activity that would be required to be disclosed pursuant to subparagraphs (A), (B), or (C), (D)(i) or (D)(ii) of Section 13(r)(1), affiliates of the Company may be deemed to have engaged in certain transactions or dealings with the government of Iran that would require disclosure pursuant to Section 13(r)(1)(D)(iii), as discussed below. Upstream The Group has no exploration and production activities in Iran and maintains a local office in Iran solely for non-operational functions. Some payments are yet to be reimbursed to the Group with respect to past expenditures and remuneration under buyback contracts entered into between 1997 and 1999 with the National Iranian Oil Company (“NIOC”) for the development of the South Pars 2&3 and Dorood fields. With respect to these contracts, development operations have beenwere completed in 2010 and the Group is no longer involved in the operation of these fields. In 2013,2014, Total E&P Iran (100%), Elf Petroleum Iran (99.8%), Total Sirri (100%) and Total South Pars (99.8%) collectively made payments of less thanapproximately€0.50.3 million (approximately $0.3 million) to (i) the Iranian administration for taxes and social security contributions concerning the personnel of the aforementioned local office and residual buyback contract-related obligations, and (ii) Iranian public entities for payments with respect to the maintenance of the aforementioned local office (e.g., utilities, telecommunications). TOTAL expects similar payments to be made by these affiliates in 2014, and it did not recognize any 2015. Neither revenues ornor profits were recognized from the aforementioned activities in 2013. In 2013, as part of its ongoing global strategy for the protection of its intellectual property, TOTAL paid taxes of approximately€1,500 to the Iranian national intellectual property office with respect to patents filed in Iran prior to 2013. The Group anticipates paying similar taxes in the future.2014.
Total E&P UK Limited (“TEP UK”), a wholly-owned affiliate of TOTAL, had limited contactsholds a 43.25% interest in 2013 with the Iranian Oil Company UK Ltd (“IOC”), a subsidiary of NIOC. These contacts related to agreements governing certain transportation, processing and operation services formerly provided to a joint venture at the Rhum field in the UK, co-owned by BP (50%, operator) and IOC (50%), by a joint venture at the Bruce field betweenin the UK with BP (37%(37.5%, operator), TEP UK (43.25%), BHP Billiton Petroleum Great Britain Ltd (16%) and Marubeni Oil & Gas (North Sea) Limited (3.75%). This joint venture and by TEP UK’s Frigg UK Association pipeline (100%) are parties to agreements (the “Rhum Agreements”) governing certain transportation, processing and operation services provided to a joint venture at the Rhum field in the UK that is co-owned by BP (50%, operator) and the Iranian Oil Company UK Ltd (“IOC”), a subsidiary of NIOC (50%). To TOTAL’s knowledge, noprovision of all services have been provided under the aforementioned agreements sinceRhum Agreements was initially suspended in November 2010, when the Rhum field stopped production following the adoption of EU sanctions, other than critical safety-related services (i.e., monitoring and marine inspection of the Rhum facilities), which arewere permitted by EU sanctions regulations. These agreements led to the signature in 2005 of an agreement by TEP UK and Naftiran Intertrade Co. (“NICO”) (IOC’s parent company and a subsidiary of NIOC) for the purchase by TEP UK of Rhum field natural gas liquids from NICO. This agreement was terminated by TEP UK with effect from December 2013 and, prior to that, there had been no purchases under this agreement since November 2010. TEP UK’s contacts with IOC and NICO in 2013 in regard to the aforementioned agreements were limited to exchanging letters and notifications regarding contract administration and declarations of force majeure. TOTAL did not recognize any revenues or profits from the aforementioned in 2013. Furthermore, onOn October 22, 2013, the UK government notified IOC of its decision to apply a temporary management scheme to IOC’s interest in the Rhum field within the meaning of UK Regulations 3 and 5 of the Hydrocarbons (Temporary Management Scheme) Regulations 2013 (the “Hydrocarbons Regulations”). Since that date all correspondence in respect of the IOC’s interest in the Rhum Agreements has been with the UK government in its capacity as temporary manager of IOC’s interests and TEP UK has had no contact with IOC in 2014 regarding the Rhum Agreements. On December 6, 2013, the UK government further authorized TEP UK, among others, | | | 76 | | TOTAL S.A. Form 20-F 2013 |
Item 4 - Other Matters
under Article 43a of EU Regulation 267/2012, as amended by 1263/2012 and under Regulation 9 of the Hydrocarbons Regulations, to carry out activities in relation to the operation and production of the Rhum field. As a result, TEP UK does not anticipate having any contacts with IOC in 2014. In addition, on September 4, 2013, the U.S. Treasury Department issued a license to BP authorizing BP and certain others to engage in various activities relating to the operation and production of the Rhum field. TheFollowing receipt of all necessary authorizations, the Rhum field remains shut down, but it is anticipatedresumed production on October 26, 2014 with IOC’s interest in the Rhum field and the Rhum Agreements subject to the UK government’s temporary management pursuant to the Hydrocarbons Regulations. Services have been provided by TEP UK under the Rhum Agreements since that production could restart at some pointdate and TEP UK has received tariff income from BP and the UK government (in its capacity as temporary manager of IOC’s interest in 2014.the Rhum field) in accordance with the terms of the Rhum Agreements. In 2014, these activities generated for TEP UK gross revenue of approximately £1.7 million (approximately $2.5 million) and net profit of approximately £670,000 (approximately $1 million). TEP UK intends to continue such activities so long as they continue to be permissible under UK and EU law and not be in breach of applicable international economic sanctions. Downstream The Group does not purchase Iranian hydrocarbons or own or operate any refineries or chemicals plants in Iran. | | | 2014 Form 20-F TOTAL S.A. | | 87 |
(1) | Since the independence of the Republic of South Sudan on July 9, 2011, TOTAL is no longer present in Sudan. |
(2) | All non-USD currencies presented in this section “— 8. Cuba, Iran and Syria” were converted to USD using the prevailing exchange rates available on March 20, 2015. |
Item 4 - C. Other Matters Until December 2012, at which time it sold its entire interest, the Group held a 50% interest in the lubricants retail company Beh Total (now named Beh Tam) along with Behran Oil (50%), a company controlled by entities with ties to the government of Iran. As part of the sale of the Group’s interest in Beh Tam, TOTAL S.A. agreed to license the trademark “Total” to Beh Tam for an initial3-year period for the sale by Beh Tam of lubricants to domestic consumers in Iran. Total E&P Iran (“TEPI”), a wholly-owned affiliate of TOTAL S.A., expects to receive,received, on behalf of TOTAL S.A., annual royalty payments in Rialsof approximately IRR 24 billion (approximately $86 million) from Beh Tam during the period 2014-2016in 2014 for such license. Each payment will beThese payments were based on Beh Tam’s sales of lubricants during the previous calendar year. Representatives of the Group and Beh Tam met twiceseveral times in 20132014 to discuss the local lubricants market and further discussions are expected to take place in the future. TEPI received payments in 2013 from Beh Tam in Rials of approximately€2.6 million that corresponded to an outstanding 2011 Beh Total dividend payment and the settling of debts related to the Group’s prior ownership. Similar payments in addition to the royalty payments described above, are expected to be received from Beh Tam in 2014.2015. Total Marketing Middle East FZE (“TMME”), a wholly-owned affiliate of the Group, which had stopped sales ofsold lubricants to Beh Total at the end of 2012, decided in 2013 to resume such sales to Beh Tam in Iran.2014. The sale in 20132014 of approximately 1884,805 t of lubricants generated gross revenue of approximately€1.0 AED 47.6 million (approximately $13 million) and a net profit of approximately€0.2 million. AED 9.3 million (approximately $2.5 million). TMME expects to continue such activity in 2014.2015. Total Oil Turkiye A.S. (“TOT A.S.”), a company wholly-owned by the Group and three Group employees, sold in 2013 approximately 81 t of additives to a privately-held Turkish company not affiliated with the Group, which subsequently sold such additives to Beh Tam for the manufacture of lubricants. This activity generated for TOT A.S. gross revenue of approximately€296,000 and a net profit of approximately€54,000. TOT A.S. does not expect to continue this activity in 2014.
Total Ethiopia Ltd (“TEL”), an Ethiopian company held 99.99% by the Group and the rest by three Group employees, paid approximately€63,000 ETB 154,000 (approximately $7,500) in 20132014 to Merific Iran Gas Co, an Ethiopian company majority-owned by entities affiliated with the government of Iran, pursuant to a contract for the transport and storage of LPG in Ethiopia purchased by TEL from international markets. TEL expects to stopstopped pursuing this activity in May 2014. Total Belgium NV (“Total Belgium”), a company held 99.99% by the Group and the rest by an individual, provided in early 2013 fuel payment cards to Iranian diplomatic missions in Belgium for use in the Group’s service stations. In 2013, these activities generated gross revenue of approximately€27,500 and net income of approximately€550. The company terminated this contractual agreement in 2013. In addition, Total Belgium supplied approximately 11,000 liters of heating fuel (gasoil) to the Iranian Embassy in Brussels. In 2013, this activity generated gross
revenue of approximately€9,500 and net income of approximately€1,500. Such supply arrangements ceased in December 2013 and there are no plans to resume such supply.
Total Deutschland GmbH (“Total Deutschland”), a German company wholly-owned by the Group, provided in 20132014 fuel payment cards to Iranian diplomatic missions in Germany for use in the Group’s service stations. In 2013,2014, these activities generated gross revenue of approximately€4,4002,350 (approximately $2,540) and a net profit of approximatelyless than€50.50 (less than $54). Total Deutschland is in the process of terminating this arrangement.terminated these arrangements effective April 30, 2014. In addition, the Group holds a 50% interest in, but does not operate, Samsung Total Petrochemicals Co. LtdMarketing Services (“STC”TMS”), a South Korean incorporated joint venture with Samsung General Chemicals Co., Ltd. (50%). In reliance on the exemptionFrench company wholly-owned by TOTAL S.A. and six Group employees, provided in Section 1245(d)(4)(D) of the National Defense Authorization Act (NDAA) announced on December 7, 2012, STC purchased approximately 150,000 t of condensates in early 2013 directly or indirectly from companies affiliated with2014 fuel payment cards to the Iranian governmentembassy in France for use in the Group’s service stations. In 2014, these activities generated gross revenues of approximately€94 million. As such condensates are used by STC as inputs for its manufacturing processes, it is not possible to estimate the revenues from sales or30,200 (approximately $32,700) and net income attributableof approximately€1,100 (approximately $1,200). TMS expects to such purchases. STC stopped such purchasescontinue this activity in March 2013.2015.
Caldeo, a French company wholly-owned by TMS, sold in 2014 domestic heating oil to the Iranian embassy in France, which generated gross revenues of approximately€6,300 (approximately $6,800) and net income of approximately€300 (approximately $325). Caldeo expects to continue this activity in 2015. Since early December 2011, TOTAL has ceased its activities that contribute to oil and gas production in Syria and maintains a local office solely for non-operational functions. In 2013,2014, TOTAL made payments of approximately€0.50.35 million (approximately $0.38 million) to Syrian government agencies in the form of taxes and contributions for public services rendered by the Syrian public sector in relation to the maintenance of the aforementioned office and its personnel. In late 2014, the Group initiated a downsizing of its Damascus office and reduced its staff to a few employees. 9. | Organizational Structure |
TOTAL S.A. is the parent company of the TOTAL Group. As of December 31, 2013,2014, there were 898903 consolidated subsidiaries,companies, of which 809818 were fully consolidated and 8985 were accounted for under the equity method.For a list of the principal consolidated subsidiaries of the Company, see Note 35 to the Consolidated Financial Statements.method. TOTAL S.A.’s scope of consolidation includes at least all companies in which the Company holds a direct or indirect interest, the book value of which on that date is at least equal to 10% of the amount of TOTAL S.A.’s equity or of the consolidated net assets of the Group, or which has generated at least 10% of the TOTAL S.A.’s net income or of the Group’s consolidated net income during the last year. Significant changes in the Group’s interests in listed companies in 2011, 2012 and 2013
• | | TOTAL’s interest in Novatek
|
In March 2011, TOTAL signed an agreement in principle to acquire a 12.09% capital interest in Novatek, a Russian company listed on the Moscow Interbank Currency Exchange and the London Stock Exchange, with both parties intending TOTAL to increase its stake to 15% within 12 months and to 19.40% within 36 months.
TOTAL acquired its 12.09% capital interest in Novatek in April 2011 by purchasing shares from Novatek’s two major shareholders. Further to this transaction, TOTAL is now represented on the Novatek Board of Directors.
TOTAL raised its stake to 14.09% in December 2011, by acquiring an additional 2% capital interest in Novatek from its two major shareholders, in the frameworkAn exhaustive list of the agreement concludedcompanies consolidated by TOTAL S.A. is provided in March 2011.a summary table in Note 35 to the Consolidated Financial Statements.
10. | | | 2013 Form 20-F TOTAL S.A. | | 77Property, Plant and Equipment |
Items 4 - 5
In 2012 and 2013, TOTAL proceeded to the acquisition of shares in Novatek on a gradual basis. As of December 31, 2013, TOTAL held, through its subsidiary Total E&P Arctic Russia, 515,067,590 shares out of a total of 3,036,306,000 outstanding shares, representing 16.96% of Novatek’s share capital and voting rights.
• | | TOTAL’s interest in SunPower
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In April 2011, SunPower, an American company listed on the NASDAQ, and TOTAL signed a strategic agreement for the acquisition by TOTAL, through a friendly takeover bid, of 60% of SunPower’s outstanding shares for a price of $23.25 per share, totaling around $1.4 billion. The friendly takeover bid was concluded successfully in June 2011.
TOTAL also signed in 2011 a 5-year financial guarantee agreement with SunPower for a maximum amount of $1 billion, as well as a liquidity support agreement for a maximum amount of $600 million for a maximum 5-year term.
In January 2012, TOTAL’s interest in SunPower increased to 66% as the result of capital increase coinciding with the Tenesol transaction.
As of December 31, 2013, TOTAL held, through its subsidiary Total Gas & Power USA, 78,576,682 shares out of a total of 121,535,913 outstanding shares, representing 64.65% of SunPower’s share capital and voting rights.
• | | TOTAL’s interest in Sanofi
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In fiscal year 2012, TOTAL sold the remainder of its holding in Sanofi, held indirectly through its subsidiary Elf Aquitaine.
Over the years 2010 and 2011, TOTAL’s interest in Sanofi successively changed from 7.33% of the outstanding shares and 12.29% of the voting rights on December 31, 2009, to 5.51% of the outstanding shares and 9.15% of the voting rights on December 31, 2010, and then to 3.22% of the outstanding shares and 5.46% of the voting rights on December 31, 2011.
Property, Plant and Equipment
TOTAL has freehold and leasehold interests in numerous countries throughout the world, none of which is material to TOTAL. See “— “— B. Business Overview — Upstream”2. Upstream segment” for a description of TOTAL’s reserves and sources of oil and gas. ITEM 4A. UNRESOLVED STAFF COMMENTS None. | | | 88 | | TOTAL S.A. Form 20-F 2014 |
Items 5 - Overview ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section is the Company’s analysis of its financial performance and of significant trends that may affect its future performance. It should be read in conjunction with the Consolidated Financial Statements included elsewhere in this Annual Report. The Consolidated Financial Statements are prepared in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU. This section contains forward-looking statements which are subject to risks and uncertainties. For a list of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, see “Cautionary Statement Concerning Forward-Looking Statements” on page iv.iii. Effective January 1, 2014, TOTAL changed the presentation currency of the Group’s Consolidated Financial Statements from the Euro to the US Dollar and applied IFRIC 21. Comparative 2013 and 2012 information has been restated. For more information, see the Introduction to the Consolidated Financial Statements. OVERVIEW TOTAL’s results are affected by a variety of factors, including changes in crude oil and natural gas prices as well as refining and marketing margins, which are all generally expressed in dollars, and changes in exchange rates, particularly the value of the euro compared to the dollar. Higher crude oil and natural gas prices generally have a positive effect on the income of TOTAL, since its Upstream oil and gas business benefits from the resulting increase in revenues realized from production. Lower crude oil and natural gas prices generally have a corresponding negative effect. The effect of changes in crude oil prices on TOTAL’s Refining & Chemicals and Marketing & Services activities depends upon the speed at which the prices of refined petroleum products adjust to reflect such changes. As TOTAL reports its results in euros, but conducts its operations mainly in dollars, the effect of an increase in crude oil and natural gas prices is partly offset by the effect of the variation in exchange rates during periods of weakening of the dollar relative to the euro and strengthened during periods of strengthening of the dollar relative to the euro. TOTAL’s results are also significantly affected by the costs of its activities, in particular those related to exploration and production, and by the outcome of its strategic decisions with respect to cost reduction efforts. In addition, TOTAL’s results are also affected by general economic and political conditions and changes in governmental laws and regulations, as well as by the impact of decisions by OPEC on production levels. For more information, see “Item 3. Key Information3 — C. Risk Factors” and “Item 4. Information on the Company4 — C. Other Matters”. The year 20132014 was marked by the end of the recessionsharp decline in the euro zoneoil prices in the second quarter andhalf, which continued in early 2015. Brent oil prices ended the year 2014 below $60/b(1) after a long period of stability of emerging countries. This improvementat around $110/b, due to a substantial increase in oil supply while growth in demand was mitigated inlower than expected. At the third quartersame time, the euro was driven down against the dollar by the impacts of significant exchange rate fluctuations in emerging markets and the budget debateSeptember 2014 FED decision in the United States.States and the anticipation of the decisions of the European Central Bank that was eventually taken in January 2015. In this context, globalGlobal oil demand rose sharplyincreased by +1.1+0.6 Mb/d(1), compared to +0.8with +1.1 Mb/d in 2012, driven2013, which was lower than anticipated primarily due to a slowdown in Chinese growth. Global oil supply rose significantly in 2014 by demand+1.9 Mb/d after a moderate increase of +0.4 Mb/d in 2013. Growth in production was mainly due to a dramatic increase of unconventional production in North America. Brent oil prices thus averaged $99.0/b in 2014 compared with $108.7/b in 2013.
In Asia, where the gas price is indexed to oil, prices dropped steeply in the second half of the year and the Middle East. Globalannual price averaged $14/Mbtu, compared with $16/Mbtu in 2013. Gas prices in Europe were affected by a very mild winter in 2013-2014 and fell by more than 20% to $8/Mbtu. Finally, American gas, highly abundant due to shale gas development, was cheaper at $4/Mbtu on average over the year. In the downstream, the year was marked by volatile refining margins. The margins were very low in the first half of the year and almost tripled in the second half, benefiting from the fall in Brent oil suppliesprices. On an annual average, the margins remained low due to overcapacity, particularly in Europe, and the Group’s European Refining Margin Indicator (“ERMI”) was $18.7/t in 2014 compared with $17.9/t in 2013. Petrochemicals margins were up moderatelyvery good in 2014, particularly in the United States, supported by falling raw material prices, while the polymer market remained favorable. The environment for Marketing & Services was less favorable than in 2013, by +0.4 Mb/d after an increase of +2.3 Mb/dparticularly in 2012. Market supplies remained adequatethe European networks. In this environment, TOTAL’s net income (Group share) amounted to $4,244 million, down 62% from $11,228 million in 2013, mainly due to the increaseimpacts of the inventory valuation effect and special items, including, in non-conventionalview of the economic environment at year-end, the impairment by the Group of certain assets in the fourth quarter 2014 (approximately $6.5 billion after tax), primarily in oil productionsands in North America, whereas the persistence of geopolitical factors,Canada, unconventional gas particularly in Libya, Nigeria and Iraq, put a strain on OPEC production. The oil market environment in 2013 therefore remained relatively stable with a Brent price of $108.7/b compared to $111.7/b in 2012. Gas spot prices remained stable in Asia in 2013, sustained by demand, and averaged $16/Mbtu. In Europe, gas spot prices increased by more than 20% from $9/Mbtu in 2012 to $11/Mbtu in 2013. Similarly, after a sharp drop due to the abundant supply of natural gas following the development of shale gas, gas spot prices in the United States rose by more than 30%and European refining (as further detailed in “— Results 2012-2014 — Group results 2014 vs. 2013”, below).
As further described in “— Results 2012-2014 — Group results 2014 vs. 2013”, below, adjusted net operating income from the Upstream segment in 2014 was $10,504 million compared to $12,450 million in 2013, averaging $4/Mbtua decrease of 16%, which was due essentially to the decrease in the average realized price of hydrocarbons. Adjusted net operating income from the Refining & Chemicals segment in 2014 was $2,489 million, an increase of 34% compared to $3/Mbtu2013, while the refining margin increased by only 4%. The synergies and efficiency plans supported the ability of the segment to adapt to the lower European margins in 2012. In the downstream, 2013 saw a sharp decline in European refining margins, which was partly offset byfirst half of 2014 and subsequently to take advantage of a more favorable refining and chemicals environment in the second half of the year. The petrochemicals environment. Givenenvironment was more favorable in 2014, especially in the effectUnited States. Adjusted net operating income from the Marketing & Services segment in 2014 was $1,254 million, a decrease of over-capacities,19% compared to 2013. This decline was mainly due to weather conditions in the continued high Brent pricefirst half in Europe, and sluggish demand,lower margins in 2014, notably in the European network.
Acquisitions were $2.5 billion, comprised principally of the acquisition of an interest in the Elk and Antelope discoveries in Papua New Guinea, the acquisition of an additional stake in OAO Novatek(2) and the carry on the Utica gas and condensate field in the United States. Asset sales were $4.7 billion(3), comprised essentially of the sale of interests in Shah Deniz and the associated pipelines in Azerbaijan, Block 15/06 in Angola, the Cardinal midstream assets in the United States and GTT (Gaztransport & Technigaz). (1) | IEA data, excluding biofuels and refining gains.
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| | | 782014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 201389 |
(1) | EIA’s estimates, production including crude oil, condensates, LPGs, unconventional oils and other sources. |
(2) | The Group held an 18.24% stake in OAO Novatek as of December 31, 2014. |
(3) | Excluding other transactions with non-controlling interests. |
Item 5 - Operating and Financial Review and Prospects Overview European Refining Margin Indicator (“ERMI”)(1) was $17.9/t in 2013, comparedInvestments excluding acquisitions amounted to $36.0/t in 2012. For their part, petrochemical margins in Europe and the United States increased during the year by approximately 25% on average as a result of lower raw material prices (naphtha in Europe and Asia, ethane and LPG in the United States).
In this environment, TOTAL’s net income(Group share) amounted to€8.4 billion, down20% from 2012. This result essentially reflects the decrease in net income of the Upstream segment, which was partly offset by the increase in net income of Marketing & Services.
The Upstream segment’s adjusted net operating income reached€9.4$26 billion in 2013, a 16% decrease2014, down $2 billion from the previous year, impacted by a less favorable production mix, an increase in technical costs, especially exploration expenses, and an increase in the effective tax rate. In 2013, the Refining & Chemicals segment benefited from the concrete effects of the synergy and operational efficiency plans and a more favorable petrochemicals environment. This helped offset the sharp decline in refining margins in Europe and allowed adjusted net operating income to remain stable compared with 2012. Finally, the Marketing & Services segment recorded a 39% increase in adjusted net operating income compared with 2012, thanks in particular to improved performance in New Energies, which posted significant losses in 2012, and overall growth in marketing of petroleum products, driven mainly by emerging markets.
Acquisitions were€3.4 billion in 2013, comprised essentially of the acquisition of a 20% stake in the Libra field in Brazil, an additional 6% stake in the Ichthys project in Australia, an additional 1.6% stake in Novatek(2), the carry agreement in the Utica shale gas and condensates field in the United States and the bonus for exploration licenses in South Africa, Mozambique and Brazil. Asset sales totaled€3.6 billion, comprised essentially of the sale of TIGF, a 25% stake in the Tempa Rossa field in Italy, the 49% interest in the Voyager upgrader project in Canada, fertilizer operations and all the Exploration & Production assets in Trinidad and Tobago. Thus, of the $15-20 billion(approximately€12-15 billion) in sales targeted for the 2012-2014 period, the Group had already sold $13 billion(3)(approximately€10 billion) in assets at the end of 2013(4).
As announced, the intensive investment phase aimed at transforming the Group’s production profile by 2017 reached a peak of $28 billion (€21.3 billion) in 2013. TOTAL financed its investments and dividends while maintaining a soundsolid balance sheet and ended 20132014 with a net-debt-to-equity ratio of 31.3%, compared to 23.3% in 2013. The increase is partly due to the higher level of net debt linked to equitylower cash flow from operations as well as the incomplete status on December 31, 2014, of 23%. On the strengthsales of this financial soundnessBostik, Totalgaz and in keeping with its competitive shareholder return policy, the Board of Directors decided to propose at the May 16, 2014 Shareholders’ Meeting a dividend of€2.38/share for 2013, which represents a 3.4% increase for the remaining dividend.
In terms of operations, the Group’s production was impacted by safety issues in LibyaSouth African coal mines, and Nigeria, the effects of which were partly offset by the improved situation in Yemen and by the restart of Elgin-Franklin in the North Sea and OML 58 in Nigeria.
With responsibility and transparency, TOTAL reasserts the utmost priority it givesdue to the safetydecrease in equity linked mainly to variations in foreign exchange and to the impact of operations and its commitment to environmental protection. Thus, theimpairments (as further detailed in “— Results 2012-2014 — Group results 2014 vs. 2013”, below).
The Group further improved its safety performance, with a 14%16% drop in TRIR(5)(1) compared with 2012.2013. For all of its projects conducted in a large number of countries, the Group also places emphasis on Corporate Social Responsibility (CSR) challenges and the development of local economies. In the Upstream segment, 2013the year 2014 saw the launchstart-up of major projectsCLOV in Congo, Nigeria, CanadaAngola, which reached its plateau production ahead of schedule and Russiais a testament to the Group’s deep offshore expertise. TOTAL also launched the Kaombo project in Angola after optimizing the project design and reducing the acquisition of interests in high-potential assets, particularly in Brazil with the acquisition of a 20% stake in the Libra field. TOTAL has therefore confirmed its production growth targets and strengthened its prospects beyond 2017.investment by $4 billion. The Group also pursuedcontinued its ambitious exploration program and made large discoveries in the Kurdistan region in Iraq and Argentina. In 2013, the Group continued to extend its oil and gas acreage by obtaining licenses in promising exploration areas, particularly in Iraq, Brazil, Bolivia and South Africa.Côte d’Ivoire, where potential is under review. In theThe Refining & Chemicals segment’s net income continued to grow and the segment is one year ahead in the implementation of its synergy and operational efficiency plans yielded concrete results that, together with aprograms. Industrial performance improved and helped take full advantage in the second half of the year of the more favorable environment for European refining and attractive petrochemicals environment, enabled this segment to record stable income despite an extremely weak refining environment in Europe. The year 2013 was also marked by the start of production at the SATORP refinery in Saudi Arabiamargins.
Between 2012 and by the announcement of the launch of a major investment program to upgrade the Antwerp platform in Belgium and a project to adapt the petrochemicals platform in Carling, France, in order to restore its competitiveness. In2014, the Marketing & Services segment increased its market shares in the Group’s strategy isnetworks where it operates from 12% to optimize its operations13% in Europe strengthen its leading positions on the African continent and from 15% to 18% in Africa. TOTAL’s market share in the Middle East and expand its presencelucrative lubricants segment also rose to 4.5% in 2014 compared with 4.2%(2) in 2012. In New Energies, the Group is expanding in the global lubricants market, while at the same time maintaining a profitability targetfield of over 17%. Thus, in 2013, the Group strengthened its leadership in Europe by increasing its network market share with 600 Total Access service stations now deployed in France. TOTAL also continued its expansion in high-growth markets and developed its positions in Egypt and Pakistan. In 2013, the photovoltaic solar energy sector stabilized after twothrough its subsidiary SunPower, which has won tenders in recent years of sharp price decreases. Against this backdrop, New Energies improved its competitiveness and TOTAL and SunPower (64.65%) announced a number of successful initiatives, including the start-up of the California Valley Solar Ranch solar power plant and the launch of new solar power plant projects in Chile and South Africa. SunPower’s net income also benefited from significant cost cutting measures and the improved efficiency of solar panels.
The process initiated in 2004In 2014, TOTAL dedicated $1,353 million to increase R&D budgets continuedresearch and development (R&D), compared with expenditures of€949$1,260 million in 2013, up nearly 20% compared2013. The Group continues to 2012, with the aim, in particular, of the continued improvement of the Group’sinvest strongly to improve its technological expertise in the exploration and development of oil and gas resources, andas well as to develop its competencies in the developmentfields of
solar energy, biomass and carbon capture and storage technologies in order to contribute to changes in the evolution of global energy mix.supply. Outlook After reaching a peakIn response to the recent fall in the oil price, TOTAL has launched an ambitious mitigation plan. The plan includes significant reductions to organic investments(3), operating costs and the exploration budget, as well as an acceleration of $28its asset sale program.
The Group plans to lower its organic investments by more than 10% from $26.4 billion(approximately€21 billion) in 2013, the organic investment budget was reduced to $26 billion(approximately€20 billion) in 2014 to $23-24 billion in 2015, by reducing investments in brownfield developments that have become less profitable. For operating costs, the 3-year program targeting savings of $2 billion in 2017 has been reinforced in the Upstream segment from 2015. The initial target of $800 million has been raised to $1.2 billion in 2015, an increase of 50%. The exploration budget has been reduced by about 30%, to $1.9 billion in 2015. Having achieved its 2012-14 asset sale target of $15-20 billion, TOTAL plans to accelerate its 2015-17 asset sale program of $10 billion by selling $5 billion of assets in 2015, in addition to benefiting from the completion of about $4 billion of asset sales that were already signed and pending at the start of the year. In the Upstream segment, the Group is focused on the execution and delivery of its major projects and plans eight start-ups this year, of which three already started production in January. These start-ups, plus the new ADCO volumes, will contribute to production growth for the Group of more than 80%8% in 2015. In addition, refining overcapacity remains an issue in Europe, and the Group is progressing in its restructuring plans by launching a capacity reduction program at its Lindsey refinery in the United Kingdom and will announce a new plan for its refining activities in France in the spring of which will be dedicated2015. With the decline in oil prices, the petroleum industry has entered a new cycle. In this context, TOTAL is implementing a strong and immediate response generating $8 billion in cash in 2015, thereby reducing its cash break-even point by $40/b without compromising the priority to Upstream. Moreover, allsafety. Finally, despite intensive investments made for future growth, the Group’s segments are making effortsbalance sheet remains strong, allowing it access to control their investments and reduce their operating costsfinancial markets under very favorable conditions. As it has demonstrated in the past, TOTAL will make the adjustments necessary to successfully adapt to this period of low prices, while continuingat the same time being prepared to make safety an absolute priority.take advantage of a recovery, for the benefit of its shareholders. (1) | TOTAL’s margin indicator.
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(2) | The Group’s interest in Novatek was 16.96% at December 31, 2013.
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(3) | Dollar amounts represent euro amounts converted at the average exchange rate of $1.3281/€1 for the full year 2013.
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(4) | Including other transactions with minority interests.
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(5) | Total Recordable Injury Rate.
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| | | 2013 Form 20-F TOTAL S.A. | | 79 |
Item 5 - Operating and Financial Review and Prospects
As discussed above, of the $15-20 billion(approximately€12-15 billion) in sales targeted for the 2012-2014 period, the Group had already sold $13 billion(approximately€10 billion) in assets at the end of 2013(1). The proposed sales being negotiated and reviewed should enable TOTAL to reach, and possibly exceed, the announced target.
In the Upstream segment, TOTAL confirmed its production growth targets of 2.6 Mboe/d by 2015 and the potential for 3 Mboe/d by 2017. Nearly all the projects needed to achieve these targets are now either in production or in the development phase. In 2014, after the expiration of the ADCO license, production will benefit from a ramp-up of recently started projects and from the start-up of TOTAL-operated projects CLOV in Angola, Laggan-Tormore in the UK and Ofon Phase 2 in Nigeria.
TOTAL is pursuing its ambitious exploration program with a stable budget of $2.8 billion(approximately€2.2 billion). This program includes, in particular, high-potential drilling in Brazil, the Kwanza Basin in Angola, Ivory Coast and South Africa.
In the Refining & Chemicals segment, the productivity gains and synergies resulting from the ongoing restructuring should continue in 2014 and contribute, in a constant environment, to the improvement in the segment’s profitability. Also in 2014, the start-up of the last units of the SATORP refinery in Jubail, Saudi Arabia will make this new integrated platform fully operational.
The Marketing & Services segment will develop its positions in the most high-growth markets and continue to optimize its positions in Europe. New Energies, at breakeven in 2013, should continue to benefit from ongoing efforts at SunPower focusing on productivity, development and innovation.
Since the start of the year 2014, the environment has remained favorable in the upstream, while refining margins have continued to deteriorate significantly in Europe.
The Group confirms its commitment in favor of a competitive policy for returns to shareholders, in keeping with its objective of sustainable growth.
CRITICAL ACCOUNTING POLICIES A summary of the Group’s accounting policies is included in Note 1 to the Consolidated Financial Statements. Management believes that the application of these policies on a consistent basis enables the Group to report useful and reliable information about the Group’s financial condition and results of operations. The preparation of financial statements in accordance with IFRS requires the executive 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. 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. Lastly,
| | | 90 | | TOTAL S.A. Form 20-F 2014 |
(1) | Total Recordable Injury Rate. |
(3) | Investments excluding acquisitions and including changes in non-current loans. |
Item 5 - Critical Accounting Policies Furthermore, where the accounting treatment of a specific transaction is not addressed by any accounting standardsstandard or interpretation, management applies its judgment to define and apply accounting policies that provide information consistent with the general IFRS concepts: faithful representation, relevance and materiality. The following summary provides further information about the critical accounting policies that involve significant elements of management judgment, and which could have a significant impact on the results of the Group. It should be read in conjunction with Note 1 to the Consolidated Financial Statements. The assessment of critical accounting policies below is not meant to be an all-inclusive discussion of the uncertainties in financial results that can occur from the application of the full range of the Company’s accounting policies. Materially different financial results could occur in the application of other accounting policies as well. Likewise, materially different results can occur upon the adoption of new accounting standards promulgated by the various rule-making bodies. Successful efforts method of oil and gas accounting The Group follows the successful efforts method of accounting for its oil and gas activities. The Group’s oil and gas reserves are estimated by the Group’s petroleum engineers in accordance with industry standards and SEC regulations. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. These estimates do not include probable or possible reserves. Estimated oil and gas reserves are based on available reservoir data and prices and costs in the accounting period during which the estimate is made and are subject to future revision. The Group reassesses its oil and gas reserves at least once a year on all its properties. Exploration leasehold acquisition costs are capitalized when acquired. During the exploration phase, management exercises judgment on the probability that prospects ultimately would partially or fully fail to find proved oil and gas reserves. Based on this judgmental approach, a leasehold impairment charge may be recorded. This position is assessed and adjusted throughout the contractual period of the leasehold based in particular on the results of exploratory activity and any impairment is adjusted prospectively. When a discovery is made, exploratory drilling costs continue to be capitalized pending determination of whether potentially economic oil and gas reserves have been discovered by the drilling effort. The length of time necessary for this determination depends on the specific technical or economic difficulties in assessing the recoverability of the reserves. If a determination is made that the well did not encounter oil and gas in economically viable quantities, the well costs are expensed and are reported in exploration expense. Exploratory drilling costs are temporarily capitalized pending determination of 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, if appropriate, its completion as a producing well, assuming that the required capital expenditure is made; and (1) | Including other transactions will minority interests (sale of minority equity interests in Total E&P Congo and Block 14 in Angola).
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| | | 80 | | TOTAL S.A. Form 20-F 2013 |
Item 5 - Operating and Financial Review and Prospects
satisfactory progress toward ultimate development of the reserves is being achieved, with the Company making sufficient progress assessing the reserves and the economic and operating viability of the project. The Company evaluates the progress made on the basis of regular project reviews which take into account the following factors: First, if additional exploratory drilling or other exploratory activities (such as seismic work or other significant studies) are either underway or firmly planned, the Company deems there is satisfactory progress. For these purposes, exploratory activities are considered firmly planned only if they are included in the Company’s 3-year exploration plan/budget. In cases where exploratory activity has been completed, the evaluation of satisfactory progress takes into account indicators such as the fact that costs for development studies are incurred in the current period, or that governmental or other third-party authorizations are pending or that the availability of capacity on an existing transport or processing facility awaits confirmation. The successful efforts method requires, among other things, that the capitalized costs for proved oil and gas properties (which include the costs of drilling successful wells) be amortized on the basis of reserves that are produced in a period as a percentage of the total estimated proved reserves.reserves (unit-of-production method). The impact of changes in estimated proved reserves is dealt with prospectively by amortizing the remaining book value of the asset over the expected future production. If proved reserve estimates are revised downward, earnings could be affected by higher depreciation expense or an immediate write-down of the property’s book value. Conversely, if the oil and gas quantities were revised upwards, future per-barrel depreciation and depletion expense would be lower. Valuation of long-lived assets In addition to oil and gas assets that could become impaired under the application of successful efforts accounting, other assets could become impaired and require write-down if circumstances warrant. Conditions that could cause an asset to become impaired include lower-than-expected commodity sales prices, changes in the Group’s business plans or a significant adverse change in the local or national business climate. The amount of an impairment charge would be based on estimates of the higher of the value in use or the fair value minus cost to sell compared with its book value. The value in use is based on the present value of expected future cash flow using assumptions commensurate with the risks involved in the asset group. The expected future cash flow used for impairment reviews is based on judgmental assessments of future production volumes, prices and costs, considering information available at the date of review. Asset retirement obligations and environmental remediation When the Group has a present obligation (legal or constructive), upon application of International Accounting Standard (IAS) 37 and IAS 16, it records provisions for the future decommissioning of production facilities at the end of their economic lives. Management makes judgments and estimates in recording these liabilities. Most of these removal obligations are many years in the future and the precise requirements that will have to be met when the removal event actually occurs are uncertain. Asset removal technologies and costs are constantly changing, as well as political, environmental, safety and public expectations. | | | 2014 Form 20-F TOTAL S.A. | | 91 |
Item 5 - Critical Accounting Policies The Group also makes judgments and estimates in recording costs and establishing provisions for environmental clean-up and remediation costs, which are based on current information on costs and expected plans for remediation. For environmental provisions, actual costs can differ from estimates because of changes in laws and regulations, public expectations, discovery and analysis of site conditions and changes in clean-up technology. Pensions and post-retirement benefits Accounting for pensions and other post-retirement benefits involves judgments about uncertain events, including estimated retirement dates, salary levels at retirement, mortality rates, determination of discount rates for measuring plan obligations, healthcare cost-trend rates and rates of utilization of healthcare services by retirees. These assumptions are based on the environment in each country. The assumptions used are reviewed at the end of each year and may vary from year-to-year, based on the evolution of the situation, which will affect future results of operations. Any differences between these assumptions and the actual outcome will also impact future results of operations. The significant assumptions used to account for pensions and other post-retirement benefits are determined as follows. Discount rates primarily reflectare determined by reference to the high quality rates of AA-rated corporate bonds of a duration equivalent to that of the plan obligations. Inflation rates reflect market conditions observed on a country-by-country basis. Salary increase assumptions (when relevant) are determined by each entity. They reflect an estimate of the actual future salary levels of the individual employees involved, including future changes attributed to general price levels (consistent with inflation rate assumptions), productivity, seniority, promotion and other factors. Healthcare cost trend assumptions (when relevant) reflect an estimate of the actual future changes in the cost of the healthcare-related benefits provided to the plan participants and are based on past and current healthcare cost trends including healthcare inflation, changes in healthcare utilization, and changes in health status of the participants. Demographic assumptions such as mortality, disability and turnover reflect the best estimate of these future events for the individual employees involved, based principally on available actuarial data. The effect pensions had on results of operations, cash flow and liquidity is fully set out in Note 18 to the Consolidated Financial Statements. Net employee benefit expense in 20132014 amounted to€297 $338 million and the Company’s contributions to pension plans were€224 $384 million. Differences between projected and actual costs and between the normative return and the actual return on plan assets routinely occur and are recognized in the statement of comprehensive income, with no possibility to subsequently recycle them to the income statement. The past service cost in respect of defined benefit plans is recorded immediately in the statement of income, whether vested or unvested. For defined contribution plans, expenses correspond to the contributions paid. The revised standard IAS 19 “Employee benefits” applicable retrospectively from January 1, 2013, led in particular to the full
| | | 2013 Form 20-F TOTAL S.A. | | 81 |
Item 5 - Operating and Financial Review and Prospects
recognition of the net position in respect of employee benefits obligations (liabilities net of assets) in the balance sheet, the elimination of the corridor approach previously used by the Group, the end of the amortization of past services costs, and the obligation to evaluate the expected return on plan assets on a normative basis (via the discount rate used to value the debt).
The application of this standard had an impact on January 1, 2013, January 1, 2012 and January 1, 2011 of an increase in employee benefit provisions of€2.8 billion,€1.8 billion and€1.3 billion, respectively, and a respective decrease in equity of€2.8 billion,€1.8 billion and€1.3 billion before tax (€1.7 billion,€1.1 billion and€0.8 billion after tax), respectively. The impact on
the net income (Group share) for 2012 and 2011 is not significant. In accordance with the transitional rules of revised standard IAS 19, the comparative periods were restated to take into account the retrospective application of the standard.
Income tax computation The computation of the Group’s income tax expense requires the interpretation of complex tax laws and regulations in many taxing jurisdictions around the world, the determination of expected outcomes from pending litigation, and the assessment of audit findings that are performed by numerous taxing authorities. Actual income tax expense may differ from management’s estimates. RESULTS 2011-20132012-2014 | As of and for the year ended December 31, (M€, except per share data) | | 2013 | | 2012 | | 2011 | | | As of and for the year ended December 31, (M$, except per share data) | | | 2014 | | 2013 | | 2012 | | Non-Group sales | | | 189,542 | | | | 200,061 | | | | 184,693 | | | | 236,122 | | | | 251,725 | | | | 257,037 | | Net income (Group share) | | | 8,440 | | | | 10,609 | | | | 12,309 | | | | 4,244 | | | | 11,228 | | | | 13,648 | | Diluted earnings per share | | | 3.72 | | | | 4.68 | | | | 5.45 | | | | 1.86 | | | | 4.94 | | | | 6.02 | |
Group results 2014 vs. 2013 The average Brent price decreased by 9% to $99.0/b in 2014 compared to 2013. Brent dropped sharply in the second half, from about $110/b to less than $60/b by December 31, 2014. In October 2011,2014, TOTAL’s average liquids price realization(1) decreased by 13% to $89.4/b from $103.3/b in 2013. TOTAL’s average natural gas price realization for the Group announcedGroup’s consolidated subsidiaries decreased in 2014 by 8% to $6.57/Mbtu from $7.12/Mbtu in 2013. In the downstream, the Group’s European refining margin indicator (“ERMI”) was $18.7/t in 2014 compared to $17.9/t in 2013, an increase of 4%. The environment for petrochemicals also improved, notably in the United States. The euro-dollar exchange rate averaged $1.33/€ in 2014, unchanged from 2013, though the euro did start to decline against the dollar in the second half of 2014. In this context, non-Group sales in 2014 were $236,122 million, a proposed reorganizationdecrease of its Downstream and Chemicals segments. The procedure6% compared to $251,725 million for informing and consulting2013, with employee representatives took place andnon-Group sales decreasing 11% for the reorganization became effective on January 1, 2012. This led to organizational changes, withUpstream segment, 7% for the creation of: a Refining & Chemicals segment a major production hub combining TOTAL’s refining, petrochemicals, fertilizers and specialty chemicals operations, as well as oil trading and shipping activities; and a Supply & Marketing segment (renamed4% for the Marketing & Services segment on November 13, 2012), which is dedicatedsegment. Net income (Group share) in 2014 decreased by 62% to $4,244 million from $11,228 million in 2013, mainly due to the global supply and marketing activities of oil products. A further reorganizationimpacts of the Group’s Upstreaminventory valuation effect and Marketing & Services segments became effectivespecial items. The after-tax inventory valuation effect (as defined below under “— Business segment reporting”) had a negative impact on net income (Group share) of $2,453 million in 2014, mainly due to a reduction in stock during the period, compared to a negative impact of $728 million in 2013. The changes in fair value of trading inventories and storage contracts (as defined below under “— Business segment reporting”) had a positive impact on net income (Group share) of $25 million in 2014 compared to a negative impact of $58 million in 2013. Special items had a negative impact of $6,165 million in 2014, including mainly $7.1 billion of impairments. Taking into account the current economic environment, the Group impaired its oil sands assets in Canada by $2.2 billion, its unconventional gas assets, notably in the United States, by $2.1 billion, its refining assets in Europe by $1.4 billion, as of July 1, 2012, withwell as certain other assets in the Upstream segment now consisting of the activities of Gas & Power in addition to the exploration and production of hydrocarbons, and the Marketing & Services segment now consisting of the activities of New Energies in addition to the Group’s worldwide businesses of supplying and marketing petroleum products. Historical numbers and related qualitative commentary contained herein have been restated on this basis. In addition, following the application of revised accounting standard IAS 19 effective January 1, 2013, the(for additional information, for 2012, 2011, 2010 and 2009 has been restated; however, the impact on such restated results is not significant (for further information concerning this restatement, see the introduction to the NotesNote 4(e) to the Consolidated Financial Statements). These impairments were partially offset by the gain on the sale of the Group’s interests in Shah Deniz in Azerbaijan and GTT (Gaztransport et Technigaz). In
| | | 92 | | TOTAL S.A. Form 20-F 2014 |
Item 5 - Results 2012-2014 2013, special items had a negative impact on net income (Group share) of $2,278 million, as described in “— Group results 2013 vs. 2012”, below. Income taxes in 2014 amounted to $8,614 million, a decrease of 42% compared to $14,767 million in 2013, as a result of the decrease in taxable income and the Group’s lower tax rate . In 2014, TOTAL bought back nearly 4.4 million of its own shares (i.e., approximately 0.18% of the share capital as of December 31, 2014) under the authorization granted by the shareholders at the meeting of May 16, 2014 (see “Item 10 — 1.7 Share buybacks”). The number of fully-diluted shares at December 31, 2014, was 2,285 million compared to 2,276 million at December 31, 2013. Fully-diluted earnings per share, based on 2,281 million weighted-average shares, was $1.86 in 2014 compared to $4.94 in 2013, a decrease of 62%. Investments in 2014, excluding acquisitions of $2,539 million and including changes in non-current loans of $1,229 million, were $26.4 billion compared to $28.3 billion in 2013, a decrease of 7% reflecting a lower level of Upstream capital expenditure. Acquisitions were $2,539 million in 2014, comprised principally of the acquisition of an interest in the Elk and Antelope discoveries in Papua New Guinea, the acquisition of an additional interest in Novatek(2) and the carry on the Utica gas and condensate field in the United States. In 2013, acquisitions were $4,473 million. Asset sales were $4,650 million in 2014, comprised essentially of the sale of interests in Shah Deniz and the associated pipelines in Azerbaijan, Block 15/06 in Angola, GTT and the Cardinal midstream assets in the United States. Asset sales were $4,750 million in 2013. Net investments(3) were $24.1 billion in 2014 compared to $25.9 billion in 2013, a decrease of 7% reflecting a lower level of capital expenditure and a lower level of acquisitions. See also “— Liquidity and Capital Resources”, below. Group results 2013 vs. 2012 On average, the upstream environment remained stable compared to the previous year with a Brent price of $108.7/b compared to $111.7/b in 2012. In 2013, TOTAL’s average liquids price realization(1) decreased by 4% to $103.3/b from $107.7/b in 2012. TOTAL’s average natural gas price realization for the Group’s consolidated subsidiaries increased in 2013 by 6% to $7.12/Mbtu from $6.74/Mbtu in 2012. In the downstream, the ERMI (European refining margin indicator) decreased sharply to $17.9/t on average compared to $36.0/t in 2012. The euro-dollar exchange rate averaged $1.33/€ in 2013 compared to $1.28/€ in 2012. In this context, non-Group sales in 2013 were€189,542 $251,725 million, a decrease of 5%2% compared to€200,061 $257,037 million for 2012, with non-Group sales decreasing 10%7% for the Upstream segment, 5%2% for the Refining & Chemicals segment and 4%less than 1% for the Marketing & Services segment. Net income (Group share) in 2013 decreased by 20%18% to€8,440 $11,228 million from€10,609 $13,648 million in 2012, mainly due to a lower contribution from the Upstream segment, which was partially offset by a higher contribution from Marketing & Services. The after-tax inventory valuation effect (as defined below under “— Analysis of businessBusiness segment results”reporting”) had a negative impact on net income (Group share) of€549 million in 2013 andof $728 million compared to a negative impact of€157 $201 million in 2012. The changes in fair value of trading inventories and storage contracts (as defined below under “— Analysis of businessBusiness segment results”reporting”) had a negative impact on net income (Group share) of€44 million in 2013 andof $58 million compared to a negative impact of€7 $9 million in 2012. Special items had a negative impact on net income (Group share) of€1,712 $2,278 million in 2013, comprised mainly of the loss on the sale of the Voyageur upgrader project in Canada, the impairment of Upstream assets in the Barnett field in the United States and in Syria, charges and write-offs related to the restructuring of downstream activities in France, partially offset by the gain on the sales of TIGF and Upstream assets in Italy. SpecialIn 2012, special items had a negative impact on net income (Group share) of€1,503 $1,914 million, in 2012, as described in “— Group results 2012 vs. 2011”, below. Income taxes in 2013 amounted to€11,110 million, a decrease of 15% compared to€13,035 million in 2012, primarily as a result of the decrease in taxable income.
In 2013, TOTAL bought back 4.4 million of its own shares (i.e. 0.19% of the share capital as of December 31, 2013) under the authorization granted by the shareholders at the meeting of May 17, 2013 (see “Item 10. Share buybacks in 2013”). The number of fully-diluted shares at December 31, 2013, was 2,276 million compared to 2,270 million at December 31, 2012.
Fully-diluted earnings per share, based on 2,272 million weighted-average shares, was€3.72 in 2013 compared to€4.68 in 2012, a decrease of 21%.
(1) | Consolidated subsidiaries, excluding fixed margins. Effective first quarter 2012, over/under-lifting valued at market prices.
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| | | 82 | | TOTAL S.A. Form 20-F 2013 |
Item 5 - Operating and Financial Review and Prospects
Investments, excluding acquisitions of€3.4 billion and including changes in non-current loans of€946 million, were€21.3 billion in 2013 compared to€18.5 billion in 2012, an increase reflecting the investments for the large number of Upstream projects under development.
Acquisitions in 2013 were€3.4 billion, comprised essentially of the acquisition of an interest in the Libra field in Brazil, an additional 6% stake in the Ichthys project in Australia, an additional 1.6% stake in Novatek(1), the carry on the Utica gas and condensate field in the United States, and the bonuses for exploration permits in South Africa, Mozambique and Brazil. Acquisitions in 2012 were€3.1 billion.
Asset sales in 2013 were€3.6 billion, comprised essentially of the sale of TIGF in France, a 25% interest in the Tempa Rossa field in Italy, the interest in the Voyageur upgrader project in Canada, TOTAL’s fertilizer activities in Europe and exploration and production assets in Trinidad & Tobago. Asset sales in 2012 were€4.6 billion.
Net investments(2) were€19.5 billion in 2013, an increase of 14% compared to€17.1 billion in 2012, mainly due to an increase in organic investments in the Upstream segment. Included in 2013 is€1.6 billion related to the sale of minority equity interests in Total E&P Congo and Block 14 in Angola, which are shown in the financing section of the cash flow statement of the Consolidated Financial Statements.
See also “— Liquidity and Capital Resources”, below.
Group results 2012 vs. 2011
On average, the oil market environment was stable in 2012 compared to the previous year. For 2012, the average Brent price was $111.7/b compared to $111.3/b in 2011, the average liquids price realization increased by 3% to $107.7/b from $105.0/b in 2011 and the average natural gas price realization the Group’s consolidated subsidiaries increased by 3% to $6.74/MBtu compared to $6.53/MBtu in 2011. In the downstream, the ERMI increased to $36.0/t on average in 2012 compared to $17.4/t in 2011. The euro-dollar exchange rate in 2012 averaged $1.28/€ compared to $1.39/€ in 2011.
In this context, non-Group sales of TOTAL were€200.1 billion in 2012, an increase of 8% from€184.7 billion in 2011, essentially due to an increase in non-Group sales of the Refining & Chemicals segment of 18%.
Net income (Group share) in 2012 decreased by 14% to€10,609 million from€12,309 million in 2011, mainly due to the impacts of the after-tax inventory valuation effect and special items. The after-tax inventory valuation effect (as defined below under “— Analysis of business segment results”) had a negative impact on net income (Group share) of€157 million in 2012, and a positive impact of€834 million in 2011. The changes in fair value of trading inventories and storage contracts (as defined below under “— Analysis of business segment results”) had a negative impact on net income (Group share) of€7 million in 2012 and a positive impact of€32 million in 2011. Special items had a negative impact on net income (Group share) of€1,503 million in 2012, comprised essentially of an impairment of assets in the Barnett in the United States, provisions for abandonment costs relating to Elgin
in the UK, a one-off tax of 4% on petroleum stocks in France, an impairment of chemicals assets in Europe and a provision related to the progress of discussions between the Department of Justice, the SEC and TOTAL to resolve issues arising from an investigation concerning gas contracts awarded in Iran in the 1990s, which were partially offset by gains on asset sales. Special items had a negative impact on net income (Group share) of€14 million Income taxes in 2011, comprised mainly of€1,014 million of impairments and€1,538 million of gains on asset sales. In 2012, income taxes2013 amounted to€13,035 $14,767 million, a decrease of 7%12% compared to€14,091 $16,747 million in 2011,2012, primarily as a result of the decrease in taxable income.
In 2012,2013, TOTAL bought back 1.8approximately 4.4 million of its own shares (i.e., 0.08%approximately 0.19% of the share capital as of December 31, 2012)2013) under the authorization granted by the shareholders at the meeting of May 11, 201217, 2013 (see “Item 10. Share buybacks in 2012”2013”). The number of fully-diluted shares at December 31, 2012,2013, was 2,270.42,276 million compared to 2,263.82,270 million at December 31, 2011.2012. Fully-diluted earnings per share, based on 2,2672,272 million weighted-average shares, was€4.68 $4.94 in 20122013 compared to€5.45 $6.02 in 2011,2012, a decrease of 14%18%. Investments in 2013, excluding acquisitions of€3.1 billion $4,473 million and including changes in non-current loans of€664 $1,257 million, were€18.5 $28.3 billion compared to $23.8 billion in 2012, compared to€14.8 billion in 2011, due to an increase inreflecting the investments relating to newfor the large number of Upstream projects under development. Acquisitions in 20122013 were€3.1 billion, $4,473 million, comprised essentially of the acquisition of interestsan interest in exploration and production licensesthe Libra field in Uganda,Brazil, an additional 1.3%6% stake in the Ichthys project in Australia, an additional 1.6% stake in Novatek(3)(4), various exploration licenses, the minority interest in Fina Antwerp Olefins and the carry agreement inon the Utica shale gas and condensatescondensate field in the United States. AcquisitionsStates, and the bonuses for exploration permits in 2011South Africa, Mozambique and Brazil. In 2012, acquisitions were€8.8 billion. $4,037 million. Asset sales in 20122013 were€4.6 billion, $4,750 million, comprised essentially of salesthe sale of the remainder of the Group’s shares of Sanofi,TIGF in France, a stake25% interest in the Gassled pipelineTempa Rossa field in Norway, UpstreamItaly, the interest in the Voyageur upgrader project in Canada, TOTAL’s fertilizer activities in Europe and exploration and production assets in Nigeria, the UK, Colombia and France, as well as interests in Pec-Rhin and Geostock in France and in Composites One in the United States. AssetTrinidad & Tobago. In 2012, asset sales in 2011 were€7.7 $5.9 billion. (1) | Consolidated subsidiaries, excluding fixed margins. Effective first quarter 2012, over/under-lifting valued at market prices. |
(2) | The Group held an 18.24% stake in OAO Novatek as of December 31, 2014. |
(3) | “Net investments” = investments including acquisitions and changes in non-current loans — asset sales — other transactions with non-controlling interests. |
(4) | The Group held a 16.96% stake in OAO Novatek as of December 31, 2013. |
| | | 2014 Form 20-F TOTAL S.A. | | 93 |
Item 5 - Results 2012-2014 Net investments were€17.1 $25.9 billion in 2013, an increase of 18% compared to $21.9 billion in 2012, comparedmainly due to€16.0 billion in 2011, an increase in organic investments in the Upstream segment. Included in 2013 is $2.2 billion related primarily to the sale of 7%.minority equity interests in Total E&P Congo and Block 14 in Angola, which are shown in the financing section of the cash flow statement of the Consolidated Financial Statements. See also “— Liquidity and Capital Resources”, below. Business segment reporting The financial information for each business segment is reported on the same basis as that used internally by the chief operating decision maker in assessing segment performance and the allocation of segment resources. Due to their particular nature or significance, certain transactions qualified as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, certain transactions such as restructuring costs or asset 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 in prior years or are likely to recur in following years. (1) | The Group’s interest in Novatek was 17% at December 31, 2013.
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(2) | “Net investments” = investments including acquisitions and changes in non-current loans – asset sales – other transactions with minority interests.
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(3) | The Group’s interest in Novatek was 15.3% at December 31, 2012.
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| | | 2013 Form 20-F TOTAL S.A. | | 83 |
Item 5 - Operating and Financial Review and Prospects
In accordance with IAS 2, the Group values inventories of petroleum products in the financial statements according to the First-In, First-Out (FIFO) method and other inventories using the weighted-average cost method. Under the FIFO method, the cost of inventory is based on the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on the reported income. Accordingly, the adjusted results of the Refining & Chemicals and Marketing & Services segments are presented according to the replacement cost method in order to facilitate the comparability of the Group’s results with those of its competitors and to help illustrate the operating performance of these segments excluding the impact of oil price changes on the replacement of inventories. In the replacement cost method, which approximates the Last-In, First-Out (LIFO) 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 pricesprice differential between one period and another or the average prices of the period. The inventory valuation effect is the difference between the results under the FIFO and replacement cost methods. As from January 1, 2011, theThe effect of changes in fair value presented as an adjustment item reflects, for trading inventories and storage contracts, differences between internal measures of performance used by TOTAL’s management and the accounting for these transactions under IFRS. IFRS, which 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 recorded at their fair value based on forward prices. Furthermore, TOTAL, in its trading activities, enters into storage contracts, the future effects of which are recorded at fair value in the Group’s internal economic performance. IFRS, by requiring accounting for storage contracts on an accrual basis, precludes recognition of this fair value effect.
The adjusted business segment results (adjusted operating income and adjusted net operating income) are defined as replacement cost results, adjusted for special items, excluding (as from January 1, 2011) the effect of changes in fair value. For further information on the adjustments affecting operating income on a segment-by-segment basis, and for a reconciliation of segment figures to figures reported in the Company’s audited consolidated financial statements, see Note 4 to the Consolidated Financial Statements. The Group measures performance at the segment level on the basis of net operating income and adjusted net operating income. Net operating income comprises operating income of the relevant segment after deducting the amortization and the depreciation of intangible assets other than leasehold rights, translation adjustments and gains or losses on the sale of assets, as well as all other income and expenses related to capital employed (dividends from non-consolidated companies, income from equity affiliates and capitalized interest expenses) and after income taxes applicable to the above. The income and expenses not included in net operating income that are included in net income are interest expenses related to long-term liabilities net of interest earned on cash and cash equivalents, after applicable income taxes (net cost of net debt and non-controlling interests). Adjusted net operating income excludes the effect of the adjustments (special items and the inventory valuation effect) described above. For further discussion of the calculation of net operating income and the calculation of return on average capital employed (ROACE(1)), see Note 2 to the Consolidated Financial Statements. Upstream segment results | (M€) | | 2013 | | 2012 | | 2011 | | | (M$) | | | 2014 | | 2013 | | 2012 | | Non-Group sales | | | 19,855 | | | | 22,143 | | | | 22,211 | | | | 23,484 | | | | 26,367 | | | | 28,449 | | Operating income(a) | | | 17,061 | | | | 20,261 | | | | 22,618 | | | | 10,494 | | | | 22,658 | | | | 26,031 | | Equity in income (loss) of affiliates and other items | | | 2,027 | | | | 2,325 | | | | 2,198 | | | | 4,302 | | | | 2,688 | | | | 3,005 | | Tax on net operating income | | | (10,321 | ) | | | (12,359 | ) | | | (13,576 | ) | | | (8,799 | ) | | | (13,706 | ) | | | (15,879 | ) | Net operating income(a) | | | 8,767 | | | | 10,227 | | | | 11,240 | | | | 5,997 | | | | 11,640 | | | | 13,157 | | Adjustments affecting net operating income | | | 603 | | | | 918 | | | | (609 | ) | | | 4,507 | | | | 810 | | | | 1,159 | | Adjusted net operating income(b) | | | 9,370 | | | | 11,145 | | | | 10,631 | | | | 10,504 | | | | 12,450 | | | | 14,316 | | Investments | | | 22,396 | | | | 19,618 | | | | 20,662 | | | | 26,520 | | | | 29,750 | | | | 25,200 | | Divestments | | | 4,353 | | | | 2,798 | | | | 2,591 | | | | 5,764 | | | | 5,786 | | | | 3,595 | | | ROACE | | | 14% | | | | 18% | | | | 21% | | | | 10.7% | | | | 13.8% | | | | 18.1% | |
(a) | For the definition of operating income and net operating income, see Note 2 to the Consolidated Financial Statements. |
(b) | Adjusted for special items. See Notes 2 and 4 to the Consolidated Financial Statements. |
Upstream segment sales (excluding sales to other segments) were€19,855 million in 2013 compared to€22,143 million in 2012,In 2014, hydrocarbon production was 2,146 kboe/d, a decrease of 10%.
Hydrocarbon production averaged 2,299 kboe/d in 2013, stable7% compared to 2012,2013, essentially as a result of:
– | | -6% essentially for the expiration of the ADCO license in the United Arab Emirates in January 2014; |
– | | -2% essentially for natural decline and higher maintenance in 2014 notably in the first half, partially offset by production growth in the Utica in the United States; and |
– | | +1% for production growth from start-ups, essentially CLOV in Angola. |
+2.5% for start-ups and growth from new projects;Excluding ADCO, hydrocarbon production was virtually stable compared to 2013.
-1% for normal decline, partially offset by lower maintenance, the restart of production from Elgin/Franklin in the UK North Sea and OML 58 in Nigeria;
(1) | ROACE = adjusted net operating income divided by average capital employed. |
| | | 94 | | TOTAL S.A. Form 20-F 2014 |
Item 5 - Results 2012-2014 -0.5% for portfolio changes, including mainly the sale of interests in Nigeria, the UK, Colombia, and Trinidad & Tobago, net of higher production corresponding to the increased stake in Novatek; and
-1% for security issues in Nigeria and Libya, partially offset by improved security conditions in Yemen.
Proved reserves based on SEC rules were 11,523 Mboe at December 31, 2014 (Brent at $101.3/b) compared to 11,526 Mboe at December 31, 2013 (Brent at $108.02/b), compared to 11,368 Mboe at December 31, 2012 (Brent at $111.13/$108.2/b). Based on the 20132014 average rate of production, the reserve life is more than thirteen years. See “Item 4. Information on the Company4 — Exploration & ProductionB. Business Overview — 2.1.2. Reserves” for a discussion of proved reserves and “Supplemental Oil and Gas Information (Unaudited)” contained elsewhere herein for additional information on proved reserves, including tables showing changes in proved reserves by region. The Upstream segment’s sales (excluding sales to other segments) in 2014 were $23,484 million compared to $26,367 million in 2013, a decrease of 11%. Upstream net operating income in 20132014 amounted to€8,767 $5,997 million (for 2012,€10,2272013, $11,640 million) from operating income of€17,061 $10,494 million (for 2012,€20,2612013, $22,658 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of€10,321 $8,799 million (for 2012,2013, tax charge of€12,359 $13,706 million), partially offset by income from equity affiliates and other items of€2,027 $4,302 million (for 2012,2013, income of€2,325 $2,688 million). (1) | ROACE = adjusted net operating income divided by average capital employed.
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| | | 84 | | TOTAL S.A. Form 20-F 2013 |
Item 5 - Operating and Financial Review and Prospects Adjusted net operating income from the Upstream segment in 2014 was $10,504 million compared to $12,450 million in 2013, a decrease of 16%, which was due essentially to the decrease in the average realized price of hydrocarbons.Adjusted net operating income for the Upstream segment excludes special items. The exclusion of special items had a positive impact on the segment’s adjusted net operating income in 2014 of $4,507 million, comprised mainly of the impairment of the Group’s oil sands assets in Canada ($2.2 billion), its unconventional gas assets ($2.1 billion), notably in the United States, and certain other assets in the Upstream segment (for additional information, see Note 4(e) to the Consolidated Financial Statements). In 2013, the exclusion of special items had a positive impact on the segment’s adjusted net operating income of $810 million, as described in “— Upstream segment results — 2013 vs. 2012”, below. The effective tax rate(1) for the Upstream segment in 2014 was 57.1% compared to 60.0% in 2013. The lower rate reflects mainly the benefit of tax allowances in the UK in the second quarter 2014. €Technical costs for consolidated subsidiaries, in accordance with ASC 932(2) were $28.3/boe in 2014 compared to $26.1/boe in 2013, an increase due principally to the increase in depreciation of fixed assets and the increase in production costs, mainly maintenance costs.9,370
The Upstream segment’s total capital expenditures in 2014 decreased by 11% to $26,520 million from $29,750 in 2013, reflecting essentially a lower level of expenditure on development projects. In 2014, in the Upstream segment, capital expenditure mainly pertained to major projects that drive the Group’s growth, such as GLNG and Ichthys in Australia, Surmont in Canada, the Ekofisk and Eldfisk areas in Norway, the Laggan-Tormore projects in the United Kingdom, Moho North in the Republic of the Congo, CLOV in Angola, Ofon II and Egina in Nigeria and Yamal in Russia. Divestments by the Upstream segment were $5,764 million in 20132014, a slight decrease compared to€11,145 $5,786 million in 2013. ROACE for the Upstream segment was 10.7% for the full-year 2014 compared to 13.8% for the full-year 2013, primarily due to lower operating results. Hydrocarbon production averaged 2,299 kboe/d in 2013, stable compared to 2012, essentially as a result of: – | | +2.5% for start-ups and growth from new projects; |
– | | -1% for normal decline, partially offset by lower maintenance, the restart of production from Elgin/Franklin in the UK North Sea and OML 58 in Nigeria; |
– | | -0.5% for portfolio changes, including mainly the sale of interests in Nigeria, the UK, Colombia, and Trinidad & Tobago, net of higher production corresponding to the increased stake in Novatek; and |
– | | -1% for security issues in Nigeria and Libya, partially offset by improved security conditions in Yemen. |
Proved reserves based on SEC rules were 11,526 Mboe at December 31, 2013 (Brent at $108.2/b) compared to 11,368 Mboe at December 31, 2012 (Brent at $111.13/b). Based on the 2013 average rate of production, reserve life is more than thirteen years. See “Item 4 — B. Business Overview — 2.1.2. Reserves” for a discussion of proved reserves and “Supplemental Oil and Gas Information (Unaudited)” contained elsewhere herein for additional information on proved reserves, including tables showing changes in proved reserves by region. The Upstream segment’s sales (excluding sales to other segments) in 2013 were $26,367 million compared to $28,449 million in 2012, a decrease of 16%7%. Upstream net operating income in 2013 amounted to $11,640 million (for 2012, $13,157 million) from operating income of $22,658 million (for 2012, $26,031 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of $13,706 million (for 2012, tax charge of $15,879 million), partially offset by income from equity affiliates and other items of $2,688 million (for 2012, income of $3,005 million). Adjusted net operating income for the Upstream segment in 2013 was $12,450 million compared to $14,316 million in 2012, a decrease of 13% mainly due to a less favorable production mix, higher technical costs, particularly for exploration, and a higher tax rate for the Upstream segment. Adjusted net operating income for the Upstream segment excludes special items. The exclusion of special items had a positive impact on Upstreamthe segment’s adjusted net operating income in 2013 of€603 $810 million, comprised mainly of the loss on the sale of the Voyageur upgrader project in Canada (€1,247($1,646 million) and the impairment of Upstream assets (€442($581 million), principally in the Barnett field in the United States and in Syria, partially offset by the gain on the sales of TIGF and Upstream assets in Italy, and a positive impact of€918 $1,159 million in 2012, consisting essentially of an impairment of assets in the Barnett in the United States and provisions for abandonment costs relating to Elgin in the UK. The effective tax rate for the Upstream segment in 2013 was 60.1%60.0% in 2013 compared to 58.4% in 2012. The year 2012 was marked by favorable one-off items, such as year-end tax adjustments and the reversal of a non-deductible loss. (1) | Defined as: (tax on adjusted net operating income) / (adjusted net operating income – income from equity affiliates – dividends received from investments + tax on adjusted net operating income). |
(2) | Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 932, Extractive industries — Oil and Gas. |
| | | 2014 Form 20-F TOTAL S.A. | | 95 |
Item 5 - Results 2012-2014 Technical costs for consolidated subsidiaries, in accordance with ASC 932(1) were $26.1/boe in 2013 compared to $22.8/boe in 2012, notably due to increased depreciation of tangible assets relating to major project start-ups as well as increased exploration expenses. The Upstream segment’s total capital expenditures increased by 14%18% to€22,396 $29,750 million in 2013 from€19,618 $25,200 million in 2012, essentially due to the large number of Upstream projects under development. The Group’s consolidated Exploration & Production subsidiaries’In 2013, in the Upstream segment, capital expenditure was mainly intended for the development investments amountedof new hydrocarbon production facilities and exploration operations. Development expenditure was devoted primarily to€16 billion the following projects: GLNG and Ichthys in 2013, primarilyAustralia, Surmont and Fort Hills in Canada, the Ekofisk and Eldfisk areas in Norway, Angola, Australia, Nigeria, Canada,the Laggan Tormore projects in the United Kingdom, Moho North in the Republic of the Congo, Gabon, Indonesia, Russia, the United StatesCLOV in Angola, Ofon II and Kazakhstan.Egina in Nigeria and Yamal in Russia. Divestments by the Upstream segment were€4,353 $5,786 million in 2013 compared to€2,798 $3,595 million in 2012, an increase of 56%61%. ROACE for the Upstream segment was 14%13.8% for the full-year 2013 compared to 18%18.1% for the full-year 2012, primarily due to lower operating results and an increase in capital employed. Refining & Chemicals segment results | | | | | | | | | | | | | (M$) | | 2014 | | | 2013 | | | 2012 | | Non-Group sales | | | 106,124 | | | | 114,483 | | | | 117,067 | | Operating income(a) | | | (1,691 | ) | | | 177 | | | | 1,350 | | Equity in income (loss) of affiliates and other items | | | 90 | | | | 181 | | | | 271 | | Tax on net operating income | | | 391 | | | | (612 | ) | | | (337 | ) | Net operating income(a) | | | (1,210 | ) | | | (254 | ) | | | 1,284 | | Adjustments affecting net operating income | | | 3,699 | | | | 2,111 | | | | 484 | | Adjusted net operating income(b) | | | 2,489 | | | | 1,857 | | | | 1,768 | | Contribution of Specialty Chemicals(c) | | | 629 | | | | 583 | | | | 491 | | Investments | | | 2,022 | | | | 2,708 | | | | 2,502 | | Divestments | | | 192 | | | | 365 | | | | 392 | | | | | | ROACE | | | 15.0% | | | | 9.2% | | | | 8.7% | |
(a) | For the definition of operating income and net operating income, see Note 2 to the Consolidated Financial Statements. |
(b) | Adjusted for special items and the inventory valuation effect. See Notes 2 and 4 to the Consolidated Financial Statements. |
(c) | Hutchinson, Bostik, Atotech. |
UpstreamThe ERMI for the full-year 2014 was $18.7/t, an increase of 4% compared to $17.9/t in 2013. Refinery throughput in 2014 increased slightly by 3% to 1,775 kb/d compared to 1,719 kb/d in 2013, essentially due to the start up of SATORP.
Sales for the Refining & Chemicals segment sales (excluding sales to other segments) in 2014 were€22,143 $106,124 million compared to $114,483 million in 2012 compared to€22,211 million in 2011.2013, a decrease of 7%. Hydrocarbon production averaged 2,300 kboe/d in 2012 compared to 2,346 kboe/d in 2011. This 2% decrease was essentially a result of:
+4.5% for start-ups and ramp-ups from new projects;
+1.5% for changes in the portfolio, comprised essentially of an increased share of Novatek production and the impact of the sale of CEPSA and assets in the UK, France, Nigeria and Cameroon;
-2% for incidents at Elgin in the UK North Sea and Ibewa in Nigeria;
-1.5% for disruptions related to security conditions in Yemen and the production shut-down in Syria, net of the positive effect of the return of production in Libya; and
• | | -0.5% for the price effect(2).
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Proved reserves based on SEC rules were 11,368 Mboe at December 31, 2012 (Brent at $111.13/b), compared to 11,423 Mboe at December 31, 2011 (Brent at $110.96/b). Based on the 2012 average rate of production, reserve life is more than thirteen years.
See “Item 4. Information on the Company — Exploration & Production — Reserves” for a discussion of proved reserves and “Supplemental Oil and Gas Information (Unaudited)” contained
elsewhere herein for additional information on proved reserves, including tables showing changes in proved reserves by region.
UpstreamThe net operating income of the Refining & Chemicals segment in 2012 amounted2014 decreased to€10,227 $(1,210) million (for 2011,€11,2402013, $(254) million) from operating income of€20,261 $(1,691) million (for 2011,€22,6182013, $177 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of€12,359 $(391) million (for 2011,2013, tax charge of€13,576 $612 million) and income from equity affiliates and other items of $90 million (for 2013, income of $181 million).
In 2014, adjusted net operating income from the Refining & Chemicals segment was $2,489 million, an increase of 34% compared to 2013 while the refining margin increased by only 4% in 2014. The synergies and efficiency plans supported the ability of the segment to adapt to the lower European margins in the first half and subsequently to take advantage of a more favorable refining and chemicals environment in the second half of the year. The petrochemicals environment was more favorable in 2014, especially in the United States. Adjusted net operating income for the Refining & Chemicals segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on the segment’s adjusted net operating income in 2014 of $2,114 million, essentially as a result of a reduction of stocks, and a positive impact of $656 million in 2013. The exclusion of special items had a positive impact on the segment’s adjusted net operating income in 2014 of $1,585 million, consisting essentially of impairments of European refining assets, compared to a positive impact of $1,455 million in 2013, as described in “— Refining & Chemicals segment results — 2013 vs. 2012”, below. Investments by the Refining & Chemicals segment in 2014 were $2,022 million compared to $2,708 million in 2013, a decrease of 25%. Divestments by the segment were $192 million in 2014 compared to $365 million in 2013, a decrease of 47%. With a ROACE of 15.0% for the full year 2014 compared to 9.2% for the full year 2013, the segment attained its profitability objective one year earlier than the schedule fixed in 2011. The ERMI for the full-year 2013 was $17.9/t, a decrease of 50% compared to 2012. Refinery throughput for the full-year 2013 decreased by 4% compared to the previous year, reflecting essentially a turnaround at the Antwerp refinery, higher maintenance at the Donges refinery, voluntary shutdowns in response to weak refining margins in late 2013 and the closure of the Rome refinery at the end of the third quarter 2012. Sales for the Refining & Chemicals segment (excluding sales to other segments) in 2013 were $114,483 million compared to $117,067 million in 2012, a decrease of 2%. The net operating income of the Refining & Chemicals segment in 2013 decreased to $(254) million (for 2012, $1,284 million) from operating income of $177 million (for 2012, $1,350 million), partiallywith the difference between net operating income and operating income resulting primarily from taxes on net operating income of $612 million (for 2012, tax charge of $337 million), offset by income from equity affiliates and other items of€2,325 $181 million (for 2011,2012, income of€2,198 $271 million). Adjusted net operating income for the UpstreamRefining & Chemicals segment was€11,145 million in 2012 compared to€10,6312013 was $1,857 million, in 2011, an increase of 5% essentiallycompared to $1,768 million in 2012 despite the 50% decrease in refining margins. The increase was due in part to the tangible results realized from the implementation of planned synergies and operational efficiencies and to a more favorable euro/dollar exchange rate and the decreaseenvironment for petrochemicals (particularly in the effective tax rate forUnited States), which offset the Upstream segment partially mitigated by the decreasesharp decline in hydrocarbon production and increased technical costs.European refining margins. Adjusted net operating income for the UpstreamRefining & Chemicals segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on the segment’s adjusted net operating income in 2013 of $656 million compared to a positive impact of $149 million in 2012. The exclusion of special items had a positive impact on Upstream adjusted net operating income in 2012 of€918 million, consisting essentially of an impairment of assets in the Barnett in the United States (€737 million) and provisions for abandonment costs relating to Elgin in the UK (€217 million), and a negative impact of€609 million in 2011, consisting essentially of gains on the sales of the Group’s interests in CEPSA, the Ocensa pipeline in Colombia and the Gassled pipeline in Norway. The effective tax rate for the Upstream segment in 2012 was 58.4% in 2012 compared to 60.4% in 2011. The year 2012 was marked by favorable one-off items, such as year-end tax adjustments and the reversal of a non-deductible loss.
Technical costs for consolidated subsidiaries, in accordance with ASC 932(1) were $22.8/boe(3) in 2012, compared to $18.9/boe in 2011, mainly due to increased depreciations of tangible assets relating to Pazflor, Halfaya, and Usan, as well as increased exploration expenses.
The Upstream segment’s total capital expenditures decreased by 5% to€19,618 million in 2012 from€20,662 million in 2011, mainly due to lower acquisitions. The Group’s consolidated Exploration & Production subsidiaries’ development investments amounted to€14 billion in 2012, primarily in Angola, Norway, Canada, Australia, Nigeria, the United Kingdom, Gabon, Kazakhstan, Indonesia, the Republic of the Congo, the United States and Russia. Divestments by the Upstream segment were€2,798 million in 2012 compared to€2,591 million in 2011, an increase of 8%.
ROACE for the Upstream segment was 18% for the full-year 2012 compared to 21% for the full-year 2011, due essentially to higher average capital employed in 2012.
(1) | Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 932, Extractive industries — Oil and Gas.
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(2) | The “price effect” refers to the impact of changing hydrocarbon prices on entitlement volumes from production sharing and buyback contracts. For example, as the price of oil or gas increases above certain pre-determined levels, TOTAL’s share of production normally decreases.
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(3) | Excluding IAS 36 (impairment of assets).
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| | | 201396 | | TOTAL S.A. Form 20-F TOTAL S.A. | | 852014 |
Item 5 - OperatingResults 2012-2014 the segment’s adjusted net operating income in 2013 of $1,455 million, reflecting mainly charges and Financial Reviewwrite-offs related to the restructuring of downstream activities in France, and Prospects a positive impact of $335 million in 2012, reflecting mainly an impairment on European chemicals assets.In addition, the SATORP integrated refinery in Saudi Arabia began to export refined products after the successful start-up of its first units. Investments by the Refining & Chemicals segment in 2013 were $2,708 million compared to $2,502 million in 2012, an increase of 8%. Divestments by the segment in 2013 were $365 million compared to $392 million in 2012, a decrease of 7%. ROACE for the Refining & Chemicals segment was 9.2% for the full-year 2013 compared to 8.7% for the full-year 2012. Marketing & Services segment results | (M€) | | 2013 | | 2012 | | 2011 | | | (M$) | | | 2014 | | 2013 | | 2012 | | Non-Group sales | | | 86,204 | | | | 91,117 | | | | 77,146 | | | | 106,509 | | | | 110,873 | | | | 111,281 | | Operating income(a) | | | 132 | | | | 1,050 | | | | 756 | | | | 1,158 | | | | 2,014 | | | | 1,359 | | Equity in income (loss) of affiliates and other items | | | 143 | | | | 213 | | | | 647 | | | | (140 | ) | | | 55 | | | | (252 | ) | Tax on net operating income | | | (460 | ) | | | (263 | ) | | | (138 | ) | | | (344 | ) | | | (560 | ) | | | (488 | ) | Net operating income(a) | | | (185 | ) | | | 1,000 | | | | 1,265 | | | | 674 | | | | 1,509 | | | | 619 | | Adjustments affecting net operating income | | | 1,589 | | | | 376 | | | | (423 | ) | | | 580 | | | | 45 | | | | 450 | | Adjusted net operating income(b) | | | 1,404 | | | | 1,376 | | | | 842 | | | | 1,254 | | | | 1,554 | | | | 1,069 | | Contribution of New Energies | | | | 10 | | | | — | | | | (212 | ) | Investments | | | 2,039 | | | | 1,944 | | | | 1,910 | | | | 1,818 | | | | 1,814 | | | | 1,671 | | Divestments | | | 275 | | | | 304 | | | | 2,509 | | | | 163 | | | | 186 | | | | 196 | | | ROACE | | | 9% | | | | 9% | | | | 5% | | | | 13.3 | % | | | 16.1 | % | | | 11.8 | % |
(a) | For the definition of operating income and net operating income, see Note 2 to the Consolidated Financial Statements. |
(b) | Adjusted for special items and the inventory valuation effect. See Notes 2 and 4 to the Consolidated Financial Statements. |
RefiningThe Marketing & Chemicals segmentServices segment’s refined product sales (excluding sales(1) were 1,769 kb/d in 2014 compared to other segments) were€86,204 million1,749 kb/d in 2013, comparedan increase of 1% due to€91,117 higher sales in growth areas and offset by lower sales in Europe, mainly due to mild winter weather conditions impacting heating oil sales and low retail sales throughout the year. The segment’s non-Group sales in 2014 were $106,509 million, in 2012, a decrease of 5%.
For the full-year 2013, the ERMI was $17.9/t, a decrease of 50% compared to 2012. Petrochemical margins remained at high levels, particularly in the United States.
Refinery throughput for the full-year 2013 decreased by 4% compared to $110,873 million in 2013.
Net operating income for the previous year, reflecting essentially a turnaround at the Antwerp refinery, higher maintenance at the Donges refinery, voluntary shutdownsMarketing & Services segment in response to weak refining margins in late2014 was $674 million (for 2013, and the closure of the Rome refinery at the end of the third quarter 2012. The net$1,509 million) from an operating income of the Refining & Chemicals segment in 2013 decreased to€(185)$1,158 million (for 2012,€1,000 million) from operating income of€132 million (for 2012,€1,0502013, $2,014 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of€460 $344 million (for 2012,2013, tax charge of€263 $560 million), offset by income and a loss from equity affiliates and other items of€143 $140 million (for 2012,2013, income of€213 $55 million).
Adjusted net operating income in 2014 for Marketing & Services was $1,254 million compared to $1,554 million in 2013, a decrease of 19% mainly due to a negative accounting effect of $ 100 million on the valuation of hedging positions in the fourth quarter of 2014 and weather conditions in the first half in Europe and lower margins in 2014, notably in the European network. Adjusted net operating income for the RefiningMarketing & Chemicals segment in 2013 was€1,404 million, an increase of 2% compared to€1,376 million in 2012 despite the 50% decrease in refining margins. The increase was due in part to the tangible results realized from the implementation of planned synergies and operational efficiencies and to a more favorable environment for petrochemicals, which offset the sharp decline in European refining margins. Adjusted net operating income for the Refining & ChemicalsServices segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on Refining & Chemicalsthe segment’s adjusted net operating income in 20132014 of€495 $384 million andcompared to a positive impact of€116 $63 million in 2012.2013. The exclusion of special items had a positive impact on Refining & Chemicalsthe segment’s adjusted net operating income in 20132014 of€1,094 $196 million reflecting mainly charges and write-offs relatedcompared to the restructuring of downstream activities in France, and a positivenegative impact of€260 $18 million in 2012, reflecting mainly an impairment on European chemicals assets.
In addition, the SATORP integrated refinery in Saudi Arabia has begun to export refined products after the successful start-up of its first units.2013.
Investments by the RefiningMarketing & ChemicalsServices segment in 2014 were€2,039 $1,818 million compared to $1,814 million in 2013. Divestments by the segment in 2014 were $163 million compared to $186 million in 2013, compared to€1,944 million in 2012, an increase of 5%. Divestments by the Refining & Chemicals segment were€275 million in 2013 compared to€304 million in 2012, a decrease of 10%12%. ROACE for the RefiningMarketing & ChemicalsServices segment was 9%13.3% for the full-year 2013, stable2014 compared to 16.1% for the full-year 2012.2013. This decrease was mainly due to lower margins, notably in Europe. Refining & Chemicals segment sales (excluding sales to other segments) were€91,117 million in 2012 compared to€77,146 million in 2011, an increase of 18%.
For the full-year 2012, the ERMI was $36.0/t, more than double the average during 2011. This increase in 2012 was mainly due to high levels of planned maintenance in the refining sector, particularly in Europe during the 2012 summer.
Refinery throughput in 2012 was 1,786 kb/d, a 4% decrease compared to 1,863 kb/d in 2011, reflecting essentially the portfolio effect relating to the sale of the Group’s interest in CEPSA at the end of July 2011 and the closure of the Rome refinery at the end of the third quarter 2012. Excluding these portfolio effects, throughput increased by 4% due to increased availability of the Group’s refineries. For the full-year 2012, the refinery utilization rate based on crude throughput was 82% (86% for crude and other feedstock) compared to 78% in 2011 (83% for crude and other feedstock). As in 2011, 2012 was marked by high levels of planned maintenance at European refineries, in particular the temporary shut-down of the Normandy refinery during the upgrading project at the end of 2012, as well as scheduled maintenance at the Provence and Feyzin refineries in France.
The net operating income of the Refining & Chemicals segment in 2012 decreased to€1,000 million (for 2011,€1,265 million) from operating income of€1,050 million (for 2011,€756 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of€263 million (for 2011, tax charge of€138 million), substantially offset by income from equity affiliates and other items of€213 million (for 2011, income of€647 million).
Adjusted net operating income for the Refining & Chemicals segment in 2012 was€1,376 million, an increase of 63% compared to€842 million in 2011. This increase was mainly due to the positive effect of improved refining margins in Europe, noting that throughput at the Group’s refineries decreased on a global basis by 4% between the two periods, and the petrochemical environment weakened, particularly in Europe and in polymers. The 10% decrease in adjusted net operating income for Specialty Chemicals from€424 million in 2011 to€383 million in 2012 is attributable entirely to the sale of the resins business in mid-2011. Excluding this portfolio effect, the adjusted net operating income for the Specialty Chemicals would have increased slightly.
Adjusted net operating income for the Refining & Chemicals segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on Refining & Chemicals adjusted net operating income in 2012 of€116 million compared to a negative impact of€669 million in 2011. The exclusion of special items had a positive impact on Refining & Chemicals adjusted net operating income in
| | | 86 | | TOTAL S.A. Form 20-F 2013 |
Item 5 - Operating and Financial Review and Prospects
2012 of€260 million, reflecting mainly an impairment on European chemicals assets, and a positive impact of€246 million in 2011, reflecting mainly impairments on European refining assets.
Investments by the Refining & Chemicals segment were€1,944 million in 2012 compared to€1,910 million in 2011, an increase of 2%. Divestments by the Refining & Chemicals segment were€304 million in 2012 compared to€2,509 million in 2011, a decrease of 88%.
ROACE for the Refining & Chemicals segment was 9% for 2012 compared to 5% for 2011, due essentially to higher adjusted net operating income in 2012.
Marketing & Services segment results
| | | | | | | | | | | | | (M€) | | 2013 | | | 2012 | | | 2011 | | Non-Group sales | | | 83,481 | | | | 86,614 | | | | 85,325 | | Operating income(a) | | | 1,491 | | | | 1,058 | | | | 1,469 | | Equity in income (loss) of affiliates and other items | | | 39 | | | | (198 | ) | | | (377 | ) | Tax on net operating income | | | (413 | ) | | | (380 | ) | | | (441 | ) | Net operating income(a) | | | 1,117 | | | | 480 | | | | 651 | | Adjustments affecting net operating income | | | 34 | | | | 350 | | | | 171 | | Adjusted net operating income(b) | | | 1,151 | | | | 830 | | | | 822 | | Investments | | | 1,365 | | | | 1,301 | | | | 1,834 | | Divestments | | | 141 | | | | 152 | | | | 1,955 | | | | | | ROACE | | | 16% | | | | 12% | | | | 13% | |
(a) | For the definition of operating income and net operating income, see Note 2 to the Consolidated Financial Statements.
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(b) | Adjusted for special items and the inventory valuation effect. See Notes 2 and 4 to the Consolidated Financial Statements.
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For the full-year 2013, theThe Marketing & Services segment’s sales, excluding intra-Group sales, were€83,481 million, a decrease of 4% compared to 2012.
Refinedrefined product sales(1) were 1,749 kb/d in 2013 compared to 1,710 kb/d in 2012, an increase of 2% due to growth in Africa and the Americas, partially offset by a decrease in Europe. The segment’s non-Group sales in 2013 were $110,873 million, a slight decrease compared to $111,281 million in 2012.
Net operating income for the Marketing & Services segment in 2013 was€1,117 $1,509 million (for 2012,€480 $619 million) from an operating income of€1,491 $2,014 million (for 2012,€1,058 $1,359 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of€413 $560 million (for 2012, tax charge of€380 $488 million) and income from equity affiliates and other items of€39 $55 million (for 2011,2012, loss of€198 $252 million). Adjusted net operating income from the Marketing & Services segment in 2013 was€1,151 $1,554 million compared to€830 $1,069 million in 2012, an increase of 39%45% reflecting essentially the improvement in the performance of the New Energies, which had particularly negative results in 2012, as well as the overall improvement made in refined products marketing, particularly in emerging markets. Adjusted net operating income for the Marketing & Services segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on Marketing & Servicesthe segment’s adjusted net operating income of€47 million in 2013 andof $63 million compared to a positive impact of€39 $50 million in 2012. The exclusion of special items had a negative impact on Marketing & Servicesthe segment’s adjusted net operating income in 2013 of€13 $18 million compared to a positive impact of $400 million in 2012, of€311 million, reflecting mainly impairments and restructuring charges in New Energies. Investments by the Marketing & Services segment increased 5%9% to€1,365 $1,814 million in 2013 compared to€1,301 $1,671 million in 2012. Divestments by the Marketing & Services segment were€141 million in 2013 were $186 million compared to€152 $196 million in 2012, a decrease of 7%5%. ROACE for the Marketing & Services segment was 16%16.1% for the full-year 2013 compared to 12%11.8% for the full-year 2012. For the full-year 2012, the Marketing & Services segment’s sales, excluding intra-Group sales, were€86,614 million, an increase of 2% compared to€85,325 million for 2011.
Refined product sales(2) were 1,710 kb/d in 2012 compared to 1,987 kb/d in 2011, a decrease of 14% almost entirely attributable to the sale of the Group’s interest in CEPSA and the sale of marketing activities in the UK. Excluding these portfolio effects, sales would have decreased by 1% on an annual basis with a notable decrease in Europe (3%) partially offset by increased sales in Asia and the Middle East.
Net operating income for the Marketing & Services segment in 2012 was€480 million (for 2011,€651 million) from an operating income of€1,058 million (for 2011,€1,469 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of
€380 million (for 2011, tax charge of€441 million) and income from equity affiliates and other items of negative€198 million (for 2011, loss of€377 million).
Adjusted net operating income from the Marketing & Services segment was€830 million in 2012, an increase of 1% compared to€822 million in 2011. This increase is explained principally by the improved performance of New Energies. Marketing activities continued to provide stable results despite sales volumes generally decreasing, due to, in particular, improved results from activities in the Asia-Pacific and Eastern European regions.
Adjusted net operating income for the Marketing & Services segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on Marketing & Services adjusted net operating income of€39 million in 2012 compared to a negative impact of€200 million in 2011. The exclusion of special items had a positive impact on Marketing & Services adjusted net operating income in 2012 of€311 million and a positive impact in 2011 of€371 million, in both cases reflecting mainly impairments and restructuring charges in New Energies.
Investments by the Marketing & Services segment decreased 29% to€1,301 million in 2012 compared to€1,834 million in 2011, reflecting essentially the acquisition of a majority interest in SunPower in 2011. Divestments by the Marketing & Services segment were€152 million in 2012 compared to€1,955 million in 2011, comprised essentially of the sale of the Group’s stake in CEPSA.
(1)(1) | ExcludesThe Marketing & Services segment’s refined product sales presented herein exclude trading and bulk refining sales, which are reported under the Refining & Chemicals segment.
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(2) | Excludes trading and bulk refining sales, which are reported under the Refining & Chemicals segment; includes share of TotalErg.
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| | | 20132014 Form 20-F TOTAL S.A. | | 8797 |
Item 5 - OperatingLiquidity and Financial Review and Prospects ROACE for the Marketing & Services segment was 12% for 2012 compared to 13% for 2011.Capital Resources
LIQUIDITY AND CAPITAL RESOURCES | | | | | | | | | | | | | (M$) | | 2014 | | | 2013 | | | 2012 | | Cash flow from operating activities | | | 25,608 | | | | 28,513 | | | | 28,858 | | Including (increase) decrease in working capital | | | 4,480 | | | | 2,525 | | | | 1,392 | | Cash flow used in investing activities | | | (24,319 | ) | | | (28,032 | ) | | | (21,932 | ) | Total expenditures | | | (30,509 | ) | | | (34,431 | ) | | | (29,475 | ) | Total divestments | | | 6,190 | | | | 6,399 | | | | 7,543 | | Cash flow used in financing activities | | | 5,909 | | | | (1,521 | ) | | | (4,817 | ) | Net increase (decrease) in cash and cash equivalents | | | 7,198 | | | | (1,040 | ) | | | 2,109 | | Effect of exchange rates | | | (2,217 | ) | | | 831 | | | | 153 | | Cash and cash equivalents at the beginning of the period | | | 20,200 | | | | 20,409 | | | | 18,147 | | Cash and cash equivalents at the end of the period | | | 25,181 | | | | 20,200 | | | | 20,409 | |
| | | | | | | | | | | | | (M€) | | 2013 | | | 2012 | | | 2011 | | Cash flow from operating activities | | | 21,473 | | | | 22,462 | | | | 19,536 | | Including (increase) decrease in working capital | | | 1,930 | | | | 1,084 | | | | (1,739 | ) | Cash flow used in investing activities | | | (21,108 | ) | | | (17,072 | ) | | | (15,963 | ) | Total expenditures | | | (25,922 | ) | | | (22,943 | ) | | | (24,541 | ) | Total divestments | | | 4,814 | | | | 5,871 | | | | 8,578 | | Cash flow used in financing activities | | | (1,145 | ) | | | (3,745 | ) | | | (4,309 | ) | Net increase (decrease) in cash and cash equivalents | | | (780 | ) | | | 1,645 | | | | (736 | ) | Effect of exchange rates | | | (42 | ) | | | (201 | ) | | | 272 | | Cash and cash equivalents at the beginning of the period | | | 15,469 | | | | 14,025 | | | | 14,489 | | Cash and cash equivalents at the end of the period | | | 14,647 | | | | 15,469 | | | | 14,025 | |
TOTAL’s cash requirements for working capital, capital expenditures, acquisitions and dividend payments over the past three years were financed primarily by a combination of funds generated from operations, borrowings and divestments ofnon-core assets. In the current environment, TOTAL expects its external debt to be principally financed from the international debt capital markets. The Group continually monitors the balance between cash flow from operating activities and net expenditures. In the Company’s opinion, its working capital is sufficient for its present requirements. Capital expenditures The largest part of TOTAL’s capital expenditures in 20132014 was made up of additions to intangible assets and property, plant and equipment (approximately 86%88%), with the remainder attributable to equity-method affiliates and to acquisitions of subsidiaries. In the Upstream segment, as described in more detail under “Supplemental Oil and Gas Information (Unaudited) — Costs incurred in oil and gas property acquisition, exploration and development activities”, capital expenditures in 20132014 were principally development costs (approximately 75%83%, mainly for construction of new production facilities), exploration expenditures (successful or unsuccessful, approximately 6%) and acquisitions of proved and unproved properties (approximately 14%8%). In the Refining & Chemicals segment, about 85% of capital expenditures in 20132014 were related to refining and petrochemical activities (essentially 40%45% for existing units including maintenance and major turnarounds and 60%55% for new construction), the balance being related to Specialty Chemicals. In the Marketing & Services segment, capital expenditures were split between marketing/retail activities (approximately 80%) and New Energies (approximately 20%). For additional information on capital expenditures, by business segment, please refer to the discussion of TOTAL’s results for each segment above.above in “— Overview” and “— Results 2012-2014”, above, and “Item 4 — B. Business Overview — 5. Investments”. Cash flow Cash flow from operating activities in 20132014 was€21,473 $25,608 million compared to $28,513 million in compared to€22,4622013 and $28,858 million in 2012 and€19,536 million in 2011. 2012. The€989 $2,905 million decrease in cash flow from operating activities from 20122013 to 20132014 was due essentially to lower net income (Group share), a decrease in gains on disposal of fixed assets and a reduction in depreciation and amortization charges, largelypartially offset by a reduction in working capital. The Group’s working capital requirement was affected by the effect of changes in oil and oil product prices. As IFRS rules require TOTAL to account for inventories of petroleum products according to the FIFO method, an increase in oil and oil product prices at the end of the relevant period compared to the beginning of the same period generates, all other factors remaining equal, an increase in inventories and accounts receivable net of an increase in accounts payable, resulting in an increase in working capital requirements. Similarly, a decrease in oil and oil products prices generates a decrease in working capital requirements. In 2013,2014, the Group’s working capital requirement decreased by€1,930 $4,480 million, due in part to reductions in inventory and receivables. In 2012, thereceivables partially offset by a decrease in payables. The Group’s working capital requirement decreased by€1,084 million. $2,525 million in 2013 and by $1,392 million in 2012, in both cases partly due to reductions in inventory and receivables. Cash flow used in investing activities in 20132014 was€21,108 $24,319 million compared to€17,072 $28,032 million in 20122013 and€15,963 $21,932 million in 2011.2012. The decrease from 2013 to 2014 was due to lower expenditures on the portfolio of Upstream projects as various projects approach completion. The increase from 2012 to 2013 was due to the lower level of proceeds from disposals of non-current investments in 2013 as well as to the larger portfolio of Upstream projects that were under development in 2013. Total expenditures in 20132014 were€25,922 $30,509 million compared to€22,943 $34,431 million in 20122013 and€24,541 $29,475 million in 2011.2012. During 2013,2014, 87% of the expenditures were made by the Upstream segment (as compared to 87% in 2013 and 86% in 2012 and 84% in 2011)2012), 8%7% by the Refining & Chemicals segment (as compared to(also 8% in 20122013 and 2011)2012) and 5%6% by the Marketing & Services segment (as compared to 5% in 2013 and 6% in 2012 and 7% in 2011)2012). The main source of funding for these expenditures has been cash from operating activities.activities and higher issuance of non-current debt. For additional information on expenditures, please refer to the discussions above in “— Overview” and “— Results 2011-2013”2012-2014”. Divestments, based on selling price and net of cash sold, in 20132014 were€4,814 $6,190 million compared to€5,871 $6,399 million in 20122013 and€8,578 $7,543 million in 2011.2012. In 2014, the Group’s principal divestments were asset sales of $4,650 million, consisting mainly of sales in the Upstream segment in Azerbaijan, Angola and the United States. In 2013, the Group’s principal divestments were asset sales of€3,572 $4,750 million, consisting mainly of sales of assets in the Upstream segment in Canada, Italy and Trinidad & Tobago, and the sale of its subsidiary Transport et Infrastructures Gaz France (TIGF). In 2012, the Group’s principal divestments were asset sales of€4,586 $5,892 million, consisting mainly of sales of Sanofi shares and sales of assets in the Upstream segment in Great Britain, Norway, Nigeria and Colombia. In 2011, the Group’s principal divestments were asset sales of€7,705 million, consisting mainly of the Group’s interests in CEPSA, of its Marketing assets in the United Kingdom, of its photocure and coatings resins businesses, of its interests in Total E&P Cameroun and of Sanofi shares. Cash flow used inraised from financing activities in 20132014 was€1,145 $5,909 million compared to€3,745 cash flow used of $1,521 million in 20122013 and€4,309 $4,817 million in 2011.2012. The decrease in cash flow used in financing activities in 20132014 compared to 20122013 was due primarily to higher issuance of non-current financial debt (€8,359($15,786 million in 20132014 compared to€5,279 $11,102 million in 2012)2013) and a lower decrease in current borrowings ($(2,374) million in 2014 compared to $(9,037) million in 2013) , an increaselargely offset by a decrease in current financial assets and liabilities (€978($(351) million in 20132014 compared to€(947) $1,298 million in 2012), an increase2013) and a decrease in other transactions with non-controlling interests (€1,621($179 million in 20132014 compared to€1 $2,153 million in 2012), largely offset by a higher decrease in current borrowings (€(6,804) million in 2013 compared to€(2,754) million in 2012)2013). | | | 8898 | | TOTAL S.A. Form 20-F 20132014 |
Item 5 - OperatingGuarantees and Financial Review and Prospects Other Off-Balance Sheet Arrangements Indebtedness TOTAL’sThe Company’s non-current financial debt at year-end 20132014 was€25,069 $45,481 million(1) compared to€22,274 $34,574 million at year-end 20122013 and€22,557 $29,392 million at year-end 2011.2012. For further information on the Company’s level of borrowing and the type of financial instruments, including maturity profile of debt and currency and interest rate structure, see Note 20 to the Consolidated Financial Statements. For further information on the Company’s treasury policies, including the use of instruments for hedging purposes and the currencies in which cash and cash equivalents are held, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.
Cash and cash equivalents at year-end 20132014 were€14,647 $25,181 million compared to€15,469 $20,200 million at year-end 20122013 and€14,025 $20,409 million at year-end 2011.2012. Shareholders’ equity Shareholders’ equity at year-end 20132014 was€74,910 $93,531 million compared to€72,465 $103,379 million(2)at year-end 20122013 and€68,297 $95,658 million(2) at year-end 2011.2012. Changes in shareholders’ equity in 2014 were primarily due to the impacts of dividend payments, variations in foreign exchange and impairments (for information concerning the impairments, refer to “— Results 2012-2014”, above). Changes in shareholders’ equity in 2013 were primarily due to the addition of net income and other operations with non-controlling interests, partially offset by translation adjustments and the payment of dividends. Changes in shareholders’ equity in 2012 were primarily due to the addition of net income, partially offset by translation adjustments and the payment of dividends. Changes in shareholders’ equity in 2011 were primarily due to the addition of net income and translation adjustments, which were only partially offset by the payment of dividends. In 2013,2014, TOTAL bought back nearly 4.4 million of its own shares (i.e., 0.18% of the share capital as of December 31, 2014) under the authorization granted by the shareholders at the meeting of May 16, 2014 (see “Item 10 — 1.7. Share buybacks”). In 2013, TOTAL bought back approximately 4.4 million of its own shares (i.e., 0.19% of the share capital as of December 31, 2013) under the authorization granted by the shareholders at the meeting of May 17, 2013 (see “Item 10. Share buybacks in 2013”).2013. In 2012, TOTAL bought back 1.8 million of its own shares (i.e., 0.08% of the share capital as of December 31, 2012) under the previous authorization granted by the shareholders at the meeting of May 11, 2012. TOTAL did not repurchase any of its own shares during the year 2011.
Net-debt-to-equity As of December 31, 2013,2014, TOTAL’s net-debt-to-equity ratio(3)(2) was 23%31.3% compared to 22%23.3% and 23%21.9% at year-ends 2013 and 2012, and 2011, respectively. OverThe increase from 2013 to 2014 was partly due to the 2011-2013 period, TOTAL used itshigher level of net debt linked to lower cash flow(4) from operations as well as the incomplete status on December 31, 2014, of the sales of Bostik, Totalgaz and the South African coal mines, and partly due to maintain this ratio generallythe decrease in its targeted rangeequity linked mainly to variations in foreign exchange and to the impact of around 20%impairments (for information concerning the impairments, refer to 30%“— Results 2012-2014”, primarily by managing net debt, while net income increased shareholders’ equity and dividends paid throughout the period decreased shareholders’ equity. above). As of December 31, 2013,2014, TOTAL S.A. had $11,031$10,514 million of long-term confirmed lines of credit, of which $11,031$10,514 million were unused. In 2014, based on the Group’s capital expenditures budget and after payment of dividends, the Company expects to maintain its net debt-to-equity ratio in the target range of around 20% to 30% in a $100 per barrel market environment. For information on the Group’s capital expenditures budget, please refer to the discussion in “— Overview”, above.
GUARANTEES AND OTHER OFF-BALANCE SHEET ARRANGEMENTS As part of certain project financing arrangements, TotalTOTAL S.A. provided in 2008 guarantees in connection with the financing of the Yemen LNG project for an amount of€528 million, $729 million. These guarantees are presented under “Guarantees given against borrowings” in Note 23 to the Consolidated Financial Statements. “Guarantees given against borrowings” also include the guarantees provided in 2010 by TotalTOTAL S.A. in connection with the financing of the Jubail project (operated by SAUDI ARAMCO TOTAL Refining and Petrochemical Company (SATORP)) of up to€2,311 $3,188 million, proportional to TOTAL’s share in the project (37.5%). In addition, TotalTOTAL 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 SAS’s obligations under the shareholders agreement with respect to SATORP. As of December 31, 2013,2014, this guarantee, which is of up to€892 million and has been presented under “Other “Other operating commitments” in Note 23 to the
Consolidated Financial Statements.Statements, is of up to $1,230 million. In 2013, TOTAL S.A. provided guarantees in connection with the financing of the Ichthys LNG project for an amountproject. As of€2,218 million, December 31, 2014, these guarantees, which are presented under “Guarantees given against borrowings” in Note 23 to the Consolidated Financial Statements.Statements, amounted to $4,998 million. These guarantees and other information on the Company’s commitments and contingencies are presented in Note 23 to the Consolidated Financial Statements. The Group does not currently consider that these guarantees, or any other off-balance sheet arrangements of TOTAL S.A. nor any other members of the Group, have or are reasonably likely to have, currently or in the future, a material effect on the Group’s financial condition, changes in financial condition, revenues or expenses, results of operation, liquidity, capital expenditures or capital resources. (1)(1) | Excludes net current and non-current financial debt of€(130) million as of December 31,2013 (€756 $(56) million as of December 31, 2012 and€02014, ($(179) million as of as of December 31, 2011),2013 and $997 million as of December 31, 2012) related to assets classified in accordance with IFRS 5 “non-current assets held for sale and discontinued operations”. |
(2) | Figures for 2012 and 2011 have been restated pursuant to the retrospective application of the revised accounting standard IAS 19 from January 1, 2013.
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(3) | Net-debt-to-equity ratio = net debt (i.e., the sum of current borrowings, other current financial liabilities and non-current financial debt, net of current financial assets, net financial assets and liabilities related to assets classified in accordance with IFRS 5 as non-current assets held for sale, hedging instruments on non-current financial debt and cash and cash equivalents) divided by the sum of shareholders’ equity and non-controlling interests after expected dividends payable. |
(4) | Net cash flow = cash flow from operating activities less investments plus divestments.
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| | | 20132014 Form 20-F TOTAL S.A. | | 8999 |
Item 5 - OperatingResearch and Financial Review and Prospects Development CONTRACTUAL OBLIGATIONS | Payment due by period (M€) | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | More than 5 years | | | Total | | | Payment due by period (M$) | | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | More than 5 years | | | Total | | Non-current debt obligations(a) | | | — | | | | 6,572 | | | | 6,149 | | | | 11,040 | | | | 23,761 | | | | — | | | | 9,275 | | | | 9,184 | | | | 25,385 | | | | 43,844 | | Current portion of non-current debt obligations(b) | | | 3,784 | | | | — | | | | — | | | | — | | | | 3,784 | | | | 4,411 | | | | — | | | | — | | | | — | | | | 4,411 | | Finance lease obligations(c) | | | 29 | | | | 82 | | | | 28 | | | | 170 | | | | 309 | | | | 40 | | | | 66 | | | | 32 | | | | 220 | | | | 358 | | Asset retirement obligations(d) | | | 533 | | | | 1,067 | | | | 650 | | | | 7,037 | | | | 9,287 | | | | 651 | | | | 1,576 | | | | 854 | | | | 10,040 | | | | 13,121 | | Operating lease obligations(c) | | | 807 | | | | 1,257 | | | | 820 | | | | 1,174 | | | | 4,058 | | | | 1,218 | | | | 1,746 | | | | 981 | | | | 1,675 | | | | 5,620 | | Purchase obligations(e) | | | 14,546 | | | | 14,867 | | | | 9,796 | | | | 47,066 | | | | 86,275 | | | | 19,987 | | | | 17,856 | | | | 16,052 | | | | 106,942 | | | | 160,837 | | Total | | | 19,699 | | | | 23,845 | | | | 17,443 | | | | 66,487 | | | | 127,474 | | | | 26,307 | | | | 30,519 | | | | 27,103 | | | | 144,262 | | | | 228,191 | |
(a) | 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. The figures in this table are net of the non-current portion of issue swaps and swaps hedging bonds, and exclude non-current finance lease obligations of€280 $318 million and net current and non-current financial debt of€(130) $(56) million related to assets classified in accordance with IFRS 5 “non-current assets held for sale and discontinued operations”. |
(b) | The current portion of non-current debt is included in the items “Current borrowings”, “Current financial assets” and “Other current financial liabilities” of the balance sheet. The figures in this table are net of the current portion of issue swaps and swaps hedging bonds and exclude the current portion of finance lease obligations of€29 $40 million. |
(c) | Finance lease obligations and operating lease obligations: the Group leases real estate, retail stations, ships, and other equipment through non-cancelable capital and operating leases. These amounts represent the future minimum lease payments on non-cancelable leases to which the Group is committed as of December 31, 2013,2014, less the financial expense due on finance lease obligations for€82 $78 million. |
(d) | The discounted present value of Upstream asset retirement obligations, primarily asset removal costs at the completion date. |
(e) | Purchase obligations are obligations under contractual agreements to purchase goods or services, including capital projects. These obligations are enforceable and legally binding on TOTAL 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 downstream capital investment projects in Downstream.projects. This disclosure does not include contractual exploration obligations with host states where a monetary value is not attributed and purchases of booking capacities in pipelines where the Group has a participation superior to the capacity used. |
For additional information on the Group’s contractual obligations, see Note 23 to the Consolidated Financial Statements. The Group has other obligations in connection with pension plans which are described in Note 18 to the Consolidated Financial Statements. As these obligations are not contractually fixed as to timing and amount, they have not been included in this disclosure. Other non- current liabilities, detailed in Note 19 to the Consolidated Financial Statements, are liabilities related to risks that are probable and amounts that can be reasonably estimated. However, no contractual agreements exist related to the settlement of such liabilities, and the timing of the settlement is not known. RESEARCH AND DEVELOPMENT In 2013, Research & DevelopmentTOTAL dedicated $1,353 million to research and development (R&D) expenses amounted to€949 million,in 2014, compared with€805 $1,260 million in 20122013 and€776 $1,034 million in 2011.2012. The process initiated in 2004 to increase R&D budgets continued in 2013.continued.
In 2013, 4,6842014, 4,840 people were dedicated to R&D activities, compared with 4,684 in 2013 and 4,110 in 2012 and 3,946 in 2011. This is mainly due to changes in the scope of the Group’s activities.2012. There areR&D at TOTAL focuses on six major R&D focuses at TOTAL:axes:
developing knowledge, tools and technological mastery to discover and profitably operate complex oil and gas resources to help meet the global demand for energy; developing and industrializing solar, biomass and carbon capture and storage technologies to help prepare for future energy needs; developing practical, innovative and competitive materials and products that meet customers’ specific needs, contribute to the emergence of new features and systems, enable current materials to be replaced by materials showing higher performance for users, and address the challenges of improved energy efficiency, lower environmental impact and toxicity, better management of their life cycle and waste recovery; | | toxicity, better management of their life cycle and waste recovery; |
developing, industrializing and improving first-level competitive processes for the conversion of oil, gas, coal and biomass resources to adapt to changes in resources and markets, improve reliability and safety, achieve better energy efficiency, reduce the environmental footprint and maintain the Group’s economic margins in the long term; | | efficiency, reduce the environmental footprint and maintain the Group’s economic margins in the long term;
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understanding and measuring the impacts of the Group’s operations and products on ecosystems (water, soil, air, biodiversity) and recovering waste to improve environmental safety, as part of the regulation in place, and reduce their environmental footprint to achieve sustainability in the Group’s operations; and mastering and using innovative technologies such as biotechnologies, materials sciences, nanotechnologies, high-performance computing, information and communications technologies andor new analytic techniques. These issues are addressed synergistically within a portfolio of projects. Differentprojects in order to capture synergies. Various aspects may be looked at independently by different divisions. | | | 100 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - A. Directors and Senior Management The portfolio managed by the entity tasked with developing SMEssmall and medium-sized enterprises (“SMEs”) specialized in innovative energy technologies and cleantechs has grown regularly since 2009. In addition, a loan facility was introduced for innovative SMEs that develop technologies of interest for the Group. The Group intends to increase R&D in all of its sectors through cross-functional themes and technologies. Attention is paid to synergies of R&D efforts between business units. The Group has twenty-onetwenty-two R&D sites worldwide and has developed approximately 6001,000 partnerships with other industrial groups and academic or highly specialized research institutes. TOTAL also has a permanently renewed network of scientific advisors worldwide thatwho monitor and advise on matters of interest | | | 90 | | TOTAL S.A. Form 20-F 2013 |
Items 5 - 6
to the Group’s R&D activities. Long-term partnerships with universities and academic laboratories, deemed strategic in Europe, the United States, Japan and China, as well as innovative small businessesSMEs are part of the Group’s approach. Each segment is developing an active intellectual property activity, aimed at protecting its innovations, allowing its activity to develop without constraints as well as facilitating its partnerships. In 2013,2014, more than 250300 new patent applications were issuedfiled by the Group. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. DIRECTORS AND SENIOR MANAGEMENT 1. | Composition of the Board of Directors |
Directors are appointed by the shareholders for a 3-year term (Article 11 of the Company’s bylaws). In case of the resignation or death of a director between two Shareholders’ Meetings, the Board of Directors may temporarily appoint a replacement director. This appointment must be ratified by the shareholders at the next Shareholders’ Meeting. The terms of office of the members of the Board are staggered to more evenly space the renewal of appointments and to ensure the continuity of the work of the Board of Directors and its Committees. The Board of Directors appoints the Chairman of the Board from among its members. The Board of Directors also appoints the Chief Executive Officer, who may or may not be a member of the Board. By virtue of the provisions of French law as well as of Article 11 of the Company’s bylaws, the Board of Directors includes among its members one director representing employee shareholders and one director representing employees. 1.1. | Composition of the Board of Directors as of December 31, 2014 |
As of December 31, 2013,2014, the Board of Directors had fifteenfourteen members, including one director appointed by the shareholders to represent the Group’s employee shareholders. Twelve ofshareholders, one director appointed by the members of the Board were independent(Central Workers’ Council to represent employees, and twelve other directors (including seven independent directors, see “— C. Board Practices and Corporate Governance — 5. Director independence”, below). The following individuals were members of the Board of Directors of TOTAL S.A. (information as of December 31, 2013)2014): Christophe de Margerie
Born on August 6, 1951 (French).
Mr. de Margerie joined the Group after graduating from the École Supérieure de Commerce in Paris in 1974. He served in several positions in the Group’s Finance Department and Exploration & Production division. In 1995, he was appointed President of Total Middle East. In May 1999, he joined the Executive Committee as President of the Exploration & Production division. He then became Senior Executive Vice President of Exploration & Production of the new TotalFinaElf group in 2000.
In January 2002, he became President of the Exploration & Production division of TOTAL. He was appointed a member of the Board of Directors by the Shareholders’ Meeting held on May 12, 2006 and became Chief Executive Officer of TOTAL on
February 14, 2007. On May 21, 2010, he was named Chairman and Chief Executive Officer of TOTAL. Mr. de Margerie is also a Director of the Institut du monde arabe.
Director of TOTAL S.A. since 2006. Last renewal: May 11, 2012 until 2015.
Chairman of the Strategic Committee.
Holds 121,556 TOTAL shares and 65,242 shares of the “TOTAL ACTIONNARIAT FRANCE” collective investment fund.
Principal other directorships
Director of Shtokman Development AG (Switzerland)
• | | Director ofBNP Paribas* since May 15, 2013
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• | | Manager ofCDM Patrimonial SARL
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Thierry Desmarest Born on December 18, 1945 (French). A graduate of the École Polytechnique and an Engineer of the FrenchFrance’s Corps des Mines engineering school, Mr. Desmarest served as Director of Mines and Geology in New Caledonia, then as technical advisor at the Offices of the Minister of Industry and the Minister of Economy. He joined TOTAL in 1981, where he held various management positions, then served as President of Exploration & Production until 1995. He served as Chairman and Chief Executive Officer of TOTAL from May 1995 until February 2007, and then as Chairman of the Board of TOTAL until May 21, 2010. He was then appointed Honorary Chairman and remainsremained a director of TOTAL and Chairman of the TOTAL Foundation. On October 22, 2014, he was again appointed as Chairman of the Board of Directors for a term of office due to expire on December 18, 2015. Director of TOTAL S.A. since 1995. Last renewal: May 17, 2013 until 2016. Chairman of the Governance &and Ethics Committee, memberChairman of the Compensation Committee and the Strategic Committee. Holds 186,576 shares. Principal other directorships • | | Director ofL’Air Liquide* |
• | | Director ofRenault S.A.* |
• | | Director ofRenault S.A.S. |
• | | Director ofBombardier Inc. (Canada)*
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(1)* | Non-consolidated company which was removed from the Company’s scope of consolidation on July 1, 2010.
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* | Company names marked with an asterisk are publicly listed companies. |
| Underlined companies are companies that do not belong toexcluded from the group in which the director has his or her main duties. |
| | | 20132014 Form 20-F TOTAL S.A. | | 91101 |
Item 6 - A. Directors and Senior Management Patrick Artus Born on October 14, 1951 (French). Independent director. A graduate of the École Polytechnique, the École Nationale de la Statistique et de l’Administration Économique (ENSAE) and the Institut d’études politiques de Paris, Mr. Artus began his career at the INSEE (French National Institute for Statistics and Economic Studies) where his work included economic forecasting and modeling. He then worked at the Economics Department of the OECD (1980), later becoming the Head of Research at the ENSAE from 1982 to 1985. He was scientific adviser at the research department of the Banque de France, before joining the Natixis Group as the head of the research department, and has been a member of its Executive Committee since May 2013. He is an associate professor at the University of Paris I, Sorbonne. He is also a member of the council of economic advisorsConseil d’analyse économique to the French Prime Minister and of theCerclethe Cercle des Économistes. Director of TOTAL S.A. since 2009. Last renewal: May 11, 2012 until 2015. Member of the Compensation Committee and the Governance &and Ethics Committee. Holds 1,000 shares. Principal other directorships Patricia Barbizet Born on April 17, 1955 (French). Independent director. A graduateMs. Barbizet is the Chief Executive Officer of Artemis, the Pinault family’s investment company, Chairwoman and Chief Executive Officer of Christie’s International and Vice Chairman of the École Supérieure de CommerceBoard of ParisDirectors of Kering S.A. She joined the Pinault group in 1976, Ms. Barbizet started her career1989 as the Chief Financial Officer. In 1992, she assisted in the Renault Group ascreation of Artemis and became its Chief Executive Officer in the same year. In 2014, she was appointed Chief Executive Officer of Christie’s International. She was previously the Treasurer of Renault Véhicules Industriels and then Chief Financial Officer of Renault Crédit International. She joined the Pinault group in 1989 as the Chief Financial Officer. In 1992, she became Chief Executive Officer of Artémis, then in 2004 Chief Executive Officer of Financière Pinault. She was the President of the Supervisory Board of the Pinault Printemps Redoute group until May 2005 and became Vice-President of the Board of Directors of PPR (now Kering) in May 2005. PatriciaMs. Barbizet is also a member of the Board of Directors of TOTAL S.A. and PSA Peugeot S.A.Citroën. She was also a member of the Board of Directors of Bouygues from 2005 to 2012, and Chairwoman of the investment committee of the Fonds Stratégique d’Investissement from 2008 to 2013. She is an ESCP Europe graduate (class of 1976).
Director of TOTAL S.A. since 2008. Last renewal: May 13, 201116, 2014 until 2014.2017. Chairperson of the Audit Committee and member of the Strategic Committee. Holds 1,000 shares. Principal other directorships • | | Director ofPSA Peugeot S.A.Citroën* since April 24, 2013 |
Director and Vice Chairman of the Board of Directors of Kering S.A.* Director of Groupe Fnac* (S.A.) Director and Chief Executive Officer of Artémis (S.A.) Chief Executive Officer (non-Director) of Financière Pinault (S.C.A.) Member of the Supervisory Board of Financière Pinault (S.C.A.) Director of Groupe Fnac * (S.A.) since April 17, 2013
Director of Société Nouvelle du Théâtre Marigny (S.A) Permanent representative of Artémis, member of the Board of Directors of Agefi (S.A.) Permanent representative of Artémis, member of the Board of Directors of Sebdo le Point (S.A.) Member of the Management Board of Société Civile du Vignoble de Château Latour (société civile) Member of the Supervisory BoardDirector of Yves Saint Laurent (S.A.S.)
Chairwoman, CEO and Board member of Christie’s International Plc (England) Administratore Delagato & administratore de Palazzo Grazzi (Italy) Non-executive Board member of Kering Holland (formerly Gucci Group NV) •* | | Administratore Delagato & administratoreCompany names marked with an asterisk are publicly listed companies. of Palazzo Grazzi (Italy)
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• | Underlined companies are companies excluded from the group in which the director has his or her main duties. |
| | | 102 | | Chairman of the Board of Directors & Board memberof Christie’s International Plc (England) TOTAL S.A. Form 20-F 2014 |
• | | Non-Executive Directorof Kering Holland, formerly Gucci (Netherlands), since April 9, 2013
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Item 6 - A. Directors and Senior Management Marc Blanc Born on December 7, 1954 (French). Director representing employees. After joining the Group in 1980 as a refinery operator at the Grandpuits Refinery, Mr. Blanc has, since 1983, exercised a number of trade union functions, in particular as Secretary of the European Elf Aquitaine Committee and then at TOTAL S.A. from 1991 to 2005. From 1995 to 1997, he worked as Secretary General of the CFTD Seine et Marne trade union for the chemicals industry (Syndicat Chimie CFDT), and then, from 1997 to 2001, as Deputy Secretary General of the CFTD trade union for the power and chemicals industries in the Île de France region (Syndicat Énergie Chimie, SECIF), where he became Secretary General in 2001 and continue in this role until 2005. Subsequently, from 2005 to 2012, Mr. Blanc acted as Federal Secretary of the CFDT chemical and power industry federation (Fédération Chimie Énergie) where he was responsible first for industrial policy and then for sustainable development, corporate social responsibility, international affairs (excluding Europe), and the oil and chemicals sectors. From 2009 to 2014, he was Director of the Chemicals and Power Industry Research and Training Institute (IDEFORCE association) as well as Adviser to the Economic, Social and Environmental Council (Conseil Économique, Social et Environnemental, CESE) where he sits as a member of the Economic and Finance section as well as of the Environment section. In particular, he is responsible for submitting a report on the societal challenges of biodiversity (la biodiversité, relever le défi sociétal), which was published in 2011, and co-author with Alain Bougrain-Dubourg of a follow-up opinion entitled “Acting for Biodiversity” (Agir pour la Biodiversité) submitted in 2013. Mr. Blanc was also a member of the CESE’s temporary Committee on the “annual report on the state of France” in October 2013. Director of TOTAL S.A. representing employees as of November 4, 2014 until 2017. Holds 345 TOTAL shares and 640 units in the TOTAL ACTIONNARIAT FRANCE collective investment fund. Principal other directorships Gunnar Brock Born on April 12, 1950 (Swedish). Independent director. A graduate of the Stockholm School of Economics with an MBA in Economics and Business Administration, Mr. Brock held various international positions at Tetra Pak. He served as Chief Executive Officer of Alfa Laval from 1992 to 1994 and as Chief Executive Officer of Tetra Pak from 1994 to 2000. After serving as Chief Executive Officer of Thule International, he was appointed Chief Executive Officer of Atlas Copco AB from 2002 to 2009. He is currently Chairman of the Board of Stora Enso Oy. Mr. Brock is also a member of the Royal Swedish Academy of Engineering Sciences and of the Board of Directors of the Stockholm School of Economics. Director of TOTAL S.A. since 2010. Last renewal: May 17, 2013 until 2016. Member of the Compensation Committee, the Governance &and Ethics Committee and the Strategic Committee. Holds 1,000 shares. Principal other directorships Chairman of the Board of Stora Enso Oy* • | | Member of the Board ofInvestor AB* |
• | | Member of the Board ofSyngenta AG* |
• | | Chairman of the Board ofMölnlycke Health Care Group |
• | | Chairman of the Board ofRolling Optics |
• | | Member of the Board ofStena AB |
* | Company names marked with an asterisk are publicly listed companies. |
| Underlined companies are companies that do not belong toexcluded from the group in which the director has his or her main duties. |
| | | 922014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013103 |
Item 6 - A. Directors and Senior Management Marie-Christine Coisne-Roquette Born on November 4, 1956 (French). Independent director. A graduate of the University of Paris X Nanterre (lawMs. Coisne-Roquette has a Bachelor Degree in EnglishLawyer by training, with a French Masters’ Law and English) and holder of aSpecializeda Specialized Law Certificate from the New York Bar Association, Ms. Coisne-Roquette workedbar, she started a career as an attorney until 1988, whenin 1981 at the Paris and New York bars, as an associate of Cabinet Sonier & Associés in Paris. In 1984, she joined the family-ownedBoard of Sonepar group. Fromas a director and gave up her law career in 1988 to 1998, while also serving as Chief Executive Officer ofwork full time for the family-owned Colam Entreprendre holding company, she held several consecutive directorships at Sonepar S.A., where she was appointedfamily group. As Chairman of the family holding company, Colam Entreprendre, and later of the Sonepar Supervisory Board, in 1998. She wasshe consolidated family ownership, reorganized the Group structures and reinforced the shareholders’ Group to sustain its long-term strategy. Chairman and Chief Executive OfficerCEO of Sonepar from early 2002 until end 2012, Ms. Coisne-Roquette handed over the operational management of the Group to 2012,the Managing Director, and has beenis now Chairman of the Board of Directors since January 1, 2013. ASonepar. She heads also Colam Entreprendre as its Chairman and CEO. Formerly a member of the Young Presidents’ Organization (YPO), she served the MEDEF (France’s main employers’ association) as Executive Board of MEDEFCommittee member from 2000 to 2013 where she chaired that organization’sand Chairman of the Tax Commission from 2005 to 2013, Ms. Coisne-Roquettethe last eight years. She is acurrently member of the Economic, Social and Environmental Council. She is alsoCouncil and a directorDirector of the Association nationale des sociétés par actions (ANSA).TOTAL.
Director of TOTAL S.A. since 2011. Last renewal: May 13, 2011 and16, 2014 until 2014.2017. Member of the Audit Committee, Member of the Compensation Committee. Holds 1,2603,550 shares. Principal other directorships Chairperson of the Board of Directors of Sonepar S.A. Chairperson and Chief Executive Officer of Colam Entreprendre • | | Permanent representative of Colam Entreprendre,co-manager of Sonedis (société civile) |
Permanent representative of Colam Entreprendre, member of the Board of Directors at Cabus & Raulot (S.A.S)
Permanent representative of Colam Entreprendre, co-manager of Sonedis (société civile)
Permanent representative of Colam Entreprendre, Director of Sovemarco Europe (S.A.) Permanent representative of Sonepar, Director of Sonepar France • | | Co-manager ofDéveloppement Mobilier & Industriel (D.M.I.) (socié(société civile)civile) |
• | | Manager ofKer Coro (socié(société civile immobilière)re) |
Bertrand Collomb Born on August 14, 1942 (French). Independent director.
A graduate of the École Polytechnique and a memberan Engineer of France’s engineering Corps des Mines engineering school, Mr. Collomb held a number of positions within the Ministry of Industry and other cabinet positions from 1966 to 1975. He joined the Lafarge group in 1975, where he served in various management positions. He served as Chairman and Chief Executive Officer of Lafarge from 1989 to 2003, then as Chairman of the Lafarge Board of Directors from 2003 to 2007, and has been the Honorary Chairman since 2007. He is also Chairman of the Institut des Hautes Études pour la Science et la Technologie (IHEST). Director of TOTAL S.A. since 2000. Last renewal: May 11, 2012 until 2015. Member of the Governance &and Ethics Committee. Holds 4,932 shares. Principal other directorships • | | Director ofDuPont* (United States of America) |
• | | Director ofAtco* (Canada) |
* | Company names marked with an asterisk are publicly listed companies. |
| Underlined companies are companies that do not belong toexcluded from the group in which the director has his or her main duties. |
| | | 2013104 | | TOTAL S.A. Form 20-F TOTAL S.A. | | 932014 |
Item 6 - A. Directors and Senior Management Paul Desmarais, jr(1) Born on July 3, 1954 (Canadian). Independent director.
A graduate of McGill University in Montreal and of the Institut européen d’administration des affaires (INSEAD) in Fontainebleau, Mr. Desmarais was elected Vice Chairman (1984) and then Chairman of the Board (1990) of Corporation Financière Power, a company he helped found. Since 1996, he has served as Chairman of the Board and Co-Chief Executive Officer of Power Corporation of Canada. Director of TOTAL S.A. since 2002. Last renewal: May 13, 201116, 2014 until 2014.2017. Holds 2,000 ADRs (corresponding to 2,000 shares). Principal other directorships Chairman of the Board —& Co-Chief Executive Officer of Power Corporation of Canada* Executive Co-Chairman of the Board of Corporation Financière Power*Power Financial Corporation* (Canada) Vice Chairman and Acting ManagingExecutive Director of Pargesa Holding SA*S.A.* (Switzerland)
Director and member of the Executive Committee of Lathe Great-West compagnie d’assurance-vieLife Assurance Company (Canada) Director and member of the Executive Committee of The Great-West Life & Annuity Insurance Company (United States of America) Director and member of the Executive Committee of Great-West Lifeco Inc.* (Canada) Director of Great-West Financial (Canada) Inc. (Canada) Vice Chairman, Director and member of the PermanentStanding Committee of Groupe Bruxelles Lambert SA* (Belgium) Director and member of the Executive Committee of Groupe Investors Group Inc. (Canada) Director and member of the Executive Committee of Groupe d’assurance London Insurance Group Inc. (Canada) Director and member of the Executive Committee of London Life compagnie d’assurance-vieInsurance Company (Canada) Director and member of the Executive Committee of Mackenzie Inc. Director and Deputy Chairman of the Board of La Presse, ltée (Canada) Director and Deputy Chairman of Gesca ltée (Canada) • | | Director ofLafarge* (S.A.)S.A. (France) |
Director and member of the Executive Committee of Compagnie d’Assurance duThe Canada sur la VieLife Assurance Company (Canada) Director and member of the Executive Committee of theThe Canada Life Financial Corporation Financière Canada-Vie (Canada) Director and member of the Executive Committee of IGM Financial Inc.* (Canada) Director and Chairman of the Board of 171263 Canada Inc. (Canada) Director of 152245 Canada Inc. (Canada) Director of GWL&A Financial Inc. (United States of America) Director of Great-West Financial (Nova Scotia) Co. (Canada) Director of Great-West Life & Annuity Insurance Company of New York (United States of America) Director of Power Communications Inc. (Canada) Director and Vice Chairman of the Board of Power Corporation International (Canada) Director and member of the Executive Committee of Putnam Investments, LLC (United States of America) Member of the Supervisory Board of Power Financial Europe B.V. (Netherlands) Director of Canada Life Capital Corporation Inc. (Canada) Director and member of the Executive Committee of The Canada Life Insurance Company of Canada (Canada) Director and Deputy Chairman of the Board of Groupe de Communications Square Victoria Inc. (Canada) Member of the Supervisory Board of Parjointco N.V. (Netherlands) Director of SGS SA*S.A.* (Switzerland) Anne-Marie Idrac Born on July 27, 1951 (French). Independent director. A graduate of the Institut d’Etudes Politiques de Paris and formerly a student at the École Nationale d’Administration (ENA – 1974), Ms. Idrac began her career holding various positions as a senior civil servant at the Ministry of Infrastructure (Ministère de l’Équipement) in the fields of environment, housing, urban planning and transportation. She served as Executive Director of the public institution in charge of the development authority of Cergy-Pontoise (Établissement public d’Aménagement de Cergy-Pontoise) from 1990 to 1993 and Director of land transport from 1993 to 1995. Ms. Idrac was State Secretary for Transport from May 1995 to June 1997, elected member of Parliament for Yvelines from 1997 councilor for Ile-de-FranceÎle-de-France from 1998 to 2002, and State Secretary for Foreign Trade from March 2008 to November 2010. She also served as Chairperson and Chief Executive Officer of RATP from 2002 to 2006 and then as Chairperson of SNCF from 2006 to 2008. Director of TOTAL S.A. since May 11, 2012 and until 2015. Member of the Governance and Ethics Committee. Holds 1,195 shares. Principal other directorships • | | Director ofSaint Gobain* |
• | | Member of the Supervisory Board ofVallourec* |
• | | Director ofMediobanca S.p.A.* (Italy)
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(1) | Mr. Desmarais, jr is Vice Chairman, a directorDirector and a member of the Permanent Committee of Groupe Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 4.8%3.9% of the Company’s shares and 4.8%3.9% of the voting rights. Mr. Demarais, jr disclaims beneficial ownership of such shares. |
* | Company names marked with an asterisk are publicly listed companies. |
| Underlined companies are companies that do not belong toexcluded from the group in which the director has his or her main duties. |
| | | 942014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013105 |
Item 6 - A. Directors and Senior Management Charles Keller Born on November 15, 1980 (French). Director representing employee shareholders. A graduate of the École Polytechnique and the École des Hautes Etudes Commerciales (HEC), CharlesMr. Keller joined the Group in 2005 at the refinery in Normandy as a performance auditor. In 2008, he was named Project Manager at the Grandpuits refinery to improve the site’s energy efficiency and oversee its reliability plan. In 2010, he joined Exploration & Production and Yemen LNG as areliability engineer and then became head of the Production Support department in charge of optimizing the plant. CharlesSince February 2014, he has been a reservoir engineer at the head office in La Défense. While performing his duties in the refining sector, Mr. Keller sat on the Works Committees of the two refineries and contributed to the activities of the Central Workers’ Council of UES Aval, first as an elected member and then as a union representative. Mr. Keller has been an elected member, representing holders of fund units, of the Supervisory Board of the “TOTAL ACTIONNARIAT FRANCE” collective investment fund since November 2012. He is also an elected member of the Supervisory Board of the “TOTAL DIVERSIFIÉ A DOMINANTE ACTIONS”, “TOTAL ACTIONS EUROPÉENNES” and “TOTAL EPARGNE SOLIDAIRE” collective investment funds. Director of TOTAL S.A. since May 17, 2013 and until 2016. Member of the Audit Committee. Holds 430740 TOTAL shares and 54 shares58 units of the “TOTAL ACTIONNARIAT FRANCE” collective investment fund. Principal other directorships Barbara Kux(1) Born on February 26, 1954 (Swiss). Independent director. Holder of an MBA (with honors) from INSEAD in Fontainebleau, Ms. Kux joined McKinsey & Company in 1984 as a Management Consultant, where she was responsible for strategic assignments for international groups. After serving as manager for development of emerging markets at ABB and then at Nestlé between 1989 and 1999, she was appointed Executive Director of Ford in Europe from 1999 to 2003. In 2003, Ms. Kux became a member of the Management Committee of the Philips group and, starting in 2005, was in charge of sustainable development. From 2008 to 2013, she was a member of the Management Board of Siemens AG. She has been responsible for sustainable development at the Group group and in charge of the Group’sgroup’s supply chain. Since 2013, she has been a member of the Supervisory Board of Henkel and a member of the Board of Directors of Firmenich S.A. Director of TOTAL S.A. since 2011. Last renewal: May 13, 2011 and16, 2014 until 2014.2017. Member of the Governance and Ethics Committee and member of the Strategic Committee. Holds 1,000 shares. Principal other directorships • | | Member of the Supervisory Board ofHenkel* since 2013
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• | | Member of the Board of Directors ofFirmenich S.A. since 2013 |
• | | Member of the Supervisory Board ofHenkel* |
• | | Director ofPargesa Holding S.A.* since May 6, 2014 |
• | | Director ofUmicore* as of January 1, 2014 |
Gérard Lamarche(1)(2) Born July 15, 1961 (Belgian). Independent director. Mr. Lamarche graduated in economic science from Louvain-la-Neuve University and is also a graduate of the INSEAD business school (Advanced(Advanced Management Program for Suez Group Executives)Executives). He also followed the Global Leadership Series training course of training at the Wharton International Forum in 1998-99. He started his career in 1983 at Deloitte Haskins & Sells in Belgium, before becoming a consultant in mergers and acquisitions in Hollandthe Netherlands in 1987. In 1988, Mr. Lamarche joined Société Générale de Belgique as an investment manager and management controller between 1989 and 1991, then as a consultant in strategic operations from 1992 to 1995. He joined Compagnie Financière de Suez as a project manager for the Chairman and Secretary of the Executive Committee (1995-1997), before taking part in the merger between Compagnie de Suez and Lyonnaise des Eaux, which became Suez Lyonnaise des Eaux (1997), and then being appointed as the acting Managing Director in charge of Planning, Management Control and Accounts. In 2000, Mr. Lamarche pursued his career in industryby branching into the industrial sector by joining NALCO (the American subsidiary of the Suez group and the world leader in the treatment of industrial water) as the Director and Chief Executive Officer. In March 2004, he was appointed Chief Financial Officer of the Suez group. In April 2011, Mr. Lamarche became a director on the Board of Directors of Groupe Bruxelles Lambert (GBL). He has been the actingDeputy Managing Director since January 2012. Mr. Lamarche is currently a director of Lafarge, Legrand, TOTAL S.A. and SGS SA. He is also a non-voting member (censeur) on the Board of Directors of GDF Suez. Director of TOTAL S.A. since 2012. Last renewal: May 17, 2013 until 2016. Member of the Audit Committee and the Strategic Committee. Holds 2,775 shares. Principal other directorships ActingDeputy Managing Director and Director of Groupe Bruxelles Lambert*
• | | Director and Chairman of the Audit Committee ofLegrand* |
• | | Director ofSGS SA* (Switzerland) |
• | | Non-voting member (censeur) ofGDF Suez* |
(1) | Ms. Kux is a Director of Pargesa Holding S.A., part of Group Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 3.9% of the Company’s shares and 3.9% of the voting rights. Ms. Kux disclaims beneficial ownership of such shares. |
(2) | Mr. Lamarche is the ActingDeputy Managing Director and a Director of Groupe Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 4.8%3.9% of the Company’s shares and 4.8%3.9% of the voting rights. Mr. Lamarche disclaims beneficial ownership of such shares. |
* | Company names marked with an asterisk are publicly listed companies. |
| Underlined companies are companies that do not belong toexcluded from the group in which the director has his or her main duties. |
| | | 2013106 | | TOTAL S.A. Form 20-F TOTAL S.A. | | 952014 |
Item 6 - A. Directors and Senior Management Anne Lauvergeon Born on August 2, 1959 (French). Independent director.
Chief MiningAn Engineer of France’s Corps des Mines engineering school and a graduate of the École Normale Supérieure with a doctorate in physical sciences,science, Ms. Lauvergeon held various positions in industry before becoming Deputy Chief of Staff in the Office of the President of the Republic in 1990. She joined Lazard Frères et Cie as Managing Partner in 1995. From 1997 to 1999, she was Executive Vice President and member of the Executive Committee of Alcatel, in charge ofwhere she was responsible for industrial partnerships and international affairs. Ms. Lauvergeon served aswas Chairperson of the Management Board of the Areva Group from July 2001 to June 2011 and as Chairperson and Chief Executive Officer of
Areva NC (formerly Cogema) from June 1999 to June 2011. SheSince 2011, Ms. Lauvergeon has been Chairperson and Chief Executive Officer of ALP, S.A.and, since 2011.April 2014, Chairperson of the Board of Directors of SIGFOX. Director of TOTAL S.A. since 2000. Last renewal: May 11, 2012 until 2015. Member of the Strategic Committee. Holds 2,000 shares. Principal other directorships Chairperson and Chief Executive Officer of ALP S.A. • | | Director ofVodafone Group Plc*
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• | | Director ofAirbus Group NV* (formerly EADS) |
• | | Director ofAmerican Express* |
• | | Director ofSuez Environnement Company* since October 2014 |
• | | Director ofRIO TINTO* since March 2014 |
• | | Chairperson of the Supervisory Board of Directors ofLibérationSIGFOX since April 2014 |
Claude Mandil
Born on January 9, 1942 (French).
Independent director.
A graduate of the École Polytechnique and a General Engineer from France’s engineering school Corps des Mines, Mr. Mandil served as a Mining Engineer in the Lorraine and Bretagne regions. He then served as Project Manager at the Délégation de l’Aménagement du Territoire et de l’Action Régionale (City and Department planning — DATAR) and as Interdepartmental Head of Industry and Research and regional delegate of the Agence nationale de valorisation de la recherche (State technology transfer agency — ANVAR). From 1981 to 1982, he served as technical advisor on the staff of the Prime Minister, in charge of the industry, energy and research sectors. He was appointed Chief Executive Officer, then Chairman and Chief Executive Officer of the Institut de Développement Industriel (Industry Development Institute — IDI) until 1988. He was Chief Executive Officer of the Bureau de
Recherches Géologiques et Minières (BRGM) from 1988 to 1990. From 1990 to 1998, Mr. Mandil served as Chief Executive Officer for Energy and Commodities at the French Industry Ministry and became France’s first representative to the Management Board of the International Energy Agency (IEA). He served as Chairman of the IEA from 1997 to 1998. In 1998, he was appointed Deputy Chief Executive Officer of Gaz de France and, in April 2000, Chairman of the Institut Français du Pétrole (French Institute for Oil). From 2003 to 2007, he was the Executive Director of the IEA. Mr. Mandil is also director of the Institut Veolia Environnement and of Schlumberger SBC Energy Institute.
Director of TOTAL S.A. since 2008. Last renewal: May 13, 2011 until 2014.
Member of the Strategic Committee, the Compensation Committee and the Governance & Ethics Committee.
Holds 1,000 shares.
Michel Pébereau(1) Born on January 23, 1942 (French). Independent director.
Honorary Inspector General of Finance, Mr. Pébereau held various positions in the Ministry of Economy and Finance, before serving, from 1982 to 1993, as Chief Executive Officer and then as Chairman and Chief Executive Officer of Crédit Commercial de France (CCF). He was Chairman and Chief Executive Officer of BNP then BNP Paribas from 1993 to 2003, Chairman of the Board of Directors from 2003 to 2011, and is currently Honorary Chairman of BNP Paribas, and Chairman of the BNP Paribas foundation.foundation, and Chairman of the Centre des professions financières. He is also a member of the Académie des Sciences Morales et Politiques, member of the Executive Board of the Mouvement des entreprises de France, member of the Policy Board of the Institut de l’Entreprise, Honorary Chairman of the Supervisory Board of the Institut Aspen Chairman of the Governing Board of the Institut d’études politiques de Paris, and directorChairman of the ARC foundation.
Director of TOTAL S.A. since 2000 —2000. Last renewal: May 11, 2012 until 2015. Chairman of the Compensation Committee and, until February 9, 2012, member of the Nominating & Governance Committee. Holds 2,356 shares. Principal other directorships • | | Director ofAirbus Group NV* (formerly EADS)EADS) |
• | | Director ofPargesa Holding S.A.* (Switzerland) |
Director of BNP Paribas SA (Switzerland)
Member of the Supervisory Board of Banque Marocaine pour le Commerce et l’Industrie* Director of BNP Paribas SA (Switzerland) • | | Non-voting member (censeur) ofGaleries Lafayette |
(1) | Mr. Pébereau is a director of Pargesa Holding SA, part of Group Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 4.8% of the Company’s shares and 4.8% of the voting rights. Mr. Pébereau disclaims beneficial ownership of such shares.
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* | Company names marked with an asterisk are publicly listed companies. |
| Underlined companies are companies that do not belong to the group in which the director has his or her main duties. |
| | | 96 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Directors and Senior Management
•1.2. | | ChangesSummary of changes in the composition of the Board of Directors in 2013(information as of February 11, 2015)
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i. Changes in the composition of the Board of Directors in 2014: At the Shareholders’ Meeting held onof May 17, 2013,16, 2014, the directorships of Messrs. Desmarest, BrockMses. Barbizet, Coisne-Roquette, Kux and LamarcheMr. Desmarais, jr were renewed for a 3-year term expiringthat will expire at the end of the Shareholders’ Meeting held in 20162017 to approve the 2015 financial statements.statements for the 2016 fiscal year. On November 4, 2014, Mr. KellerBlanc was appointed director representing employee shareholders,employees, also for a 3-year term, replacing Mr. Clément, whose term was due to expire.period of three years. As of February 11, 2014,2015, the Board of Directors had fifteenhas fourteen members, including one director appointed by the shareholders to represent the Group’s employee shareholders. Twelve ofshareholders, one director appointed by the Board members, which represents 85%Central Workers’ Council to represent employees, and twelve other directors including seven independent directors,i.e., 58.3%(1)(2) of the directors are independent(see(see “— C. Board Practices and Corporate Governance — 5. Director independence”, below). The number of independent members of the Board of Directors is therefore higher than the number recommended by theAFEP-MEDEF Corporate Governance Code, to which the Company refers and which specifies that at least one half of the members of the Board at widely held companies with no controlling shareholders must be independent. According to the Code (point 9.2), neither directors representing employee shareholders nor directors representing employees are considered for the purposes of calculating this percentage. • | | Board of Directors diversity policyii. Board of Directors diversity policy:
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The Board of Directors places a great deal of importance on its composition and that of its Committees. In particular, it relies on the work of the Governance &and Ethics Committee, which reviews annually and proposes, as circumstances may require, desirable changes in the composition of the Board of Directors and Committees based on the Group’s strategy. The Governance &and Ethics Committee conducts its work within the context of a formal procedure so as to ensure the complementarity of the Directors’ competencies and the diversity of their profiles, maintain a rate of independence for the Board as a (1) | Mr. Pébereau is a Director of Pargesa Holding S.A., part of Group Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 3.9% of the Company’s shares and 3.9% of the voting rights. Mr. Pébereau disclaims beneficial ownership of such shares. |
(2) | Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 9.2). |
* | Company names marked with an asterisk are publicly listed companies. |
| Underlined companies are companies excluded from the group in which the director has his or her main duties. |
| | | 2014 Form 20-F TOTAL S.A. | | 107 |
Item 6 - A. Directors and Senior Management whole that is relevant to the Company’s governance structure and the structure of its shareholder base, strive for a balanced representation of men and women on the Board, and promote an appropriate representation of directors of different nationalities. As part of an effort that began several years ago, the composition of the Board of Directors has changed significantly since 2010 to achieve a more balanced representation of men and women and an openness to more international profiles. As of February 11, 2014,2015, the Board of Directors had four members of foreign nationality (27%(30.7%(1) of the directors) and five women (one-third(38.5%(2) of the directors,i.e., a higher proportion of women than recommended in the AFEP-MEDEF Code). According to the recommendations introduced in April 2010 in the AFEP-MEDEF Code regarding balanced representation of men and women on boards, the proportion of women on boards of directors was supposed to be at least 20% within three years of the 2010 Shareholders’ Meeting and should be at least 40% within six years of that same Shareholders’ Meeting.Meeting(3). These requirements were also stipulated in the French law of January 27, 2011 regarding balanced representation of men and women on Boardsboards of Directorsdirectors and Supervisory Boardssupervisory boards and equal opportunity. Pursuant to this law, the 20% target must be reached by the end of the 2014 Shareholders’ Meeting and the 40% target must be reached by the end of the 2017 Shareholders’ Meeting.Meeting(4). The Board of Directors will continue its reflections on diversifying its composition in the years to come, with the aim of having reaching the proportion of women represent more than 40% of the members ofon the Board of Directors at or above the level of 40% as set out in the law and in the AFEP-MEDEF Code and maintaining ana high level of international representation. • | | Renewals of directorships proposed at the 2014 Shareholders’ Meetingiii. Renewals of directorships proposed at the 2015 Shareholders’ Meeting:
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At its meeting held onof February 11, 2014,2015, and further to a proposal by the Governance and Ethics Committee, the Board of Directors decided to propose at the May 16, 2014 Shareholders’ Meeting the renewal of May 29, 2015 that the directorships of Mmes. Barbizet, Coisne-Roquette and KuxMs. Idrac and Mr. Desmarais, jr.Artus be renewed for a 3-year term that willto expire at the end of the Shareholders’ Meeting held to approve the financial statementsaccounts of the 2017 fiscal year. Ms. Lauvergeon and Messrs. Pébereau and Collomb have not requested the renewal of their directorships. Mr. Pouyanné’s appointment as Director of the Company for a period of three years will also be submitted to vote at the 2016 financial year. Shareholders’ Meeting of May 29, 2015. If the proposed resolutions are approved, the Board of Directors would have fourteentwelve members at the end of the May 16, 201429, 2015 Shareholders’ Meeting (compared with fifteenfourteen previously), as Mr. Mandil has not requested the renewal of his directorship, which is due to expire.. •1.3. | | Absence of conflicts of interest
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The Board also noted the absence of potential conflicts between the Directors’ duties in the best interests of the Company and the private interests of its directors. To the Company’s knowledge, the members of the Board of TOTAL S.A. are not related by close family ties, there are no arrangements or agreements with clients or suppliers that facilitated their appointment, and there is no service agreement binding a director of TOTAL S.A. to one of its subsidiaries and providing for special benefits upon termination of such agreement.
The current members of the Board of Directors of the Company have informed the Company that they have not been convicted, have not been associated with a bankruptcy, receivership or liquidation, and have not been incriminated or publicly sanctioned or disqualified, as stipulated in item 14.1 of Annex I of EC Regulation 809/2004 of April 29, 2004.
At its meeting on September 15, 2009, the Board of Directors appointed Mr. Paris de Bollardière Secretary of the Board. Representatives of the Worker’sWorkers’ Council: pursuant to ArticleArticles L. 2323-62 et seq. of the French Labor Code, four members of the Worker’sWorkers’ Council attend,attended, with consultative rights, all meetings of the Board. In compliance with the second paragraph of such article, since July 7, 2010 four membersPursuant to Article L. 2323-65 of the Worker’s Council attend Board meetingssame Code, as of February 11, 2014. Director independence
At its meetingNovember 4, 2014, namely the date of the appointment of the director representing employees on February 11, 2014, the Board of Directors, on the recommendationa single member of the Governance & Ethics Committee, reviewedCouncil attends the independencemeetings of the Company’s directors as of December 31, 2013. At the Committee’s suggestion, the Board considered that, pursuant to the AFEP-MEDEF Code, a director is independent when “he or she has no relationship of any kind with the Company, its Group or its Management, that may compromise the exercise of his or her freedom of judgment”.Board.
(1)2.1. | Not including the director representing employee shareholders, according to the recommendations made in the AFEP-MEDEF Code.Management form
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| | | 2013 Form 20-F TOTAL S.A. | | 97 |
Item 6 - Directors and Senior Management
For each director, this assessment relies onFollowing the independence criteria set forth in the AFEP-MEDEF Code, revised in June 2013, as outlined below:
not be an employee or executive directordeath of the Company, or an employee or director of its parent company or of a company consolidated by its parent company,Chairman and not having been in such a position for the previous five years;
not be an executive director of a company in which the Company holds, directly or indirectly, a directorship or in which an employee designated as such or an executive director of the Company (currently in office or having held such office for less than five years) is a director;
not to be a material customer, supplier, investment banker or commercial banker of the Company or Group, and for which the Company or the Group represents a material part of their business (the assessment of the materiality or non-materiality of the relationship must be discussed by the Board and the criteria on which this assessment was based must be explained in theannual report);
not to be related by close family ties to a corporate executive director;
not to have been a statutory auditor of the Company within the previous five years;
not to have been a director of the Company for more than twelve years (upon expiry of the term of office during which the 12-year limit was reached).
The AFEP-MEDEF Code expressly stipulates that the Board can decide that the implementation of certain defined criteria is not relevant or induces an interpretation that is particular to the Company.
At its meeting on February 11, 2014, pursuant to the report of the Governance & Ethics Committee, the Board of Directors observed that Mr. Desmarest, Chairman of the Board of Directors until May 21, 2010, had been an executive director within the meaning of the Code within the five previous years.
With regard to the criterion applicable to twelve years of service, the Board, at its meeting on February 11, 2014, pursuant to the report of the Governance & Ethics Committee, observed that four directors had exceeded twelve years of service on December 31, 2013: Ms. Lauvergeon and Messrs. Collomb, Desmarest and Pébereau. It also observed that Mr. Desmarais, jr.’s years of service as director will reach twelve prior to the date of the May 16, 2014 Shareholders’ Meeting.
In assessing the independence of these directors, the Board disregarded this criterion applicable to twelve years of service based on the opinion that it had no relevance given, on the one hand, the specific characteristics of the oil and gas sector which relies on long-term investment cycles, and, on the other hand, the objectivity that these directors have demonstrated in the Board’s activity. In addition, it deemed that the experience acquired on the Board by these directors strengthened their freedom of speech and their independence of judgment and, therefore, benefited the Group. The Board also noted that the criterion related to the length of term of office was not one of the independence criteria required by the New York Stock Exchange (NYSE).
Accordingly, the Board held that Mr. Collomb, Mr. Desmarais, Jr., Ms. Lauvergeon and Mr. Pébereau could be deemed as being independent.
Concerning “material” relationships, as a customer, supplier, investment banker or finance banker, between a director and the Company, the Board deemed that the level of activity between Group companies and a bank at which Mr. Pébereau is a former corporate executive director, which is less than 0.1% of its net banking income(1)and less than 5% of the Group’s overall assets, represents neither a material portion of the overall activity of such bank nor a material portion of the Group’s external financing. The Board concluded that Mr. Pébereau could be deemed as being independent.
Likewise, the Board of Directors also deemed that the level of activity between Group companies and one of its suppliers, Vallourec, of which Ms. Idrac is a member of the Supervisory Board, which is less than 3.3% of Vallourec’s turnover(2)and less than 0.5% of the Group’s purchasing in 2013, represents neither a material portion of the supplier’s overall activity nor a material portion of the Group’s purchasing. The Board concluded that Ms. Idrac could be deemed as being independent.
Furthermore, the Board deemed that the level of activity between Group companies and Stena AB of which Mr. Brock is a director, was nil in 2013. The Board concluded that Mr. Brock could be deemed as being independent.
Mmes. Barbizet, Coisne-Roquette, Idrac, Kux and Lauvergeon, and Messrs. Artus, Brock, Collomb, Desmarais, Lamarche, Mandil and Pébereau were deemed to be independent directors.
85%(3) of the directors were independent on December 31, 2013.
General Management
On the proposal of the Governance & Ethics Committee,Chief Executive Officer, the Board of Directors decided at its meeting of May 11, 2012, to maintainOctober 22, 2014, on the management form formally adopted at the Board meeting of May 21, 2010, namely the unificationrecommendation of the Governance and Ethics Committee, to separate the functions of Chairman of the Board of Directors and Chief Executive Officer, and to confirm Mr. Christophe de Margerie in his function as Chairman and Chief Executive Officer for a period equalin order to that of his term of office as director, which will expire atensure the endgreatest possible continuity in the transition of the Shareholders’ Meeting called to approve the accounts for the financial year ending December 31, 2014.
As a result, Mr. de Margerie has served as Chairman and Chief Executive Officer of TOTAL S.A. since May 21, 2010.
general management. The Board of Directors deemed that the unified management form was the most appropriate to the Group’s business and to the specificities of the oil and gas sectors. This decision took into account the advantage of unified management and the composition of the Board Committees which include a large proportion of independent directors, thereby ensuring balanced authority (for further information regarding the reasons for selecting the unified management form, see “— Corporate Governance — Board of Directors practices —selected Management form”, below). The management form selected will remainForm remains in effect until a decision to the contrary is made by the Board of Directors.
The Board of Directors thus appointed Mr. Pouyanné as Chief Executive Officer for a term of office due to expire at the end of the Shareholders’ Meeting called in 2017 to approve the financial statements for the fiscal year 2016. The Board furthermore appointed Mr. Desmarest as Chairman of the Board of Directors for a period due to expire on December 18, 2015, in light of the age limits set out in the bylaws. As of such date, the functions of Chairman and Chief Executive Office of TOTAL will be combined. Patrick Pouyanné, Chief Executive Officer of TOTAL President of the Executive Committee Born on June 24, 1963 (French). A graduate of École Polytechnique and a Chief Engineer of France’s Corps des Mines engineering school, Mr. Pouyanné held various administrative positions in the Ministry of Industry and other cabinet positions (technical advisor to the Prime Minister in the fields of the Environment and Industry — Edouard Balladur — from 1993 to 1995, Cabinet Director for the Minister for Information and Aerospace Technologies — François Fillon — from 1995 to 1996) between 1989 and 1996. In January 1997, he joined TOTAL’s Exploration & Production division, first as Chief Administrative Officer in Angola, before becoming Group representative in Qatar and President of the Exploration and Production subsidiary in that country in 1999. In August 2002, he was appointed President Finance, Economy and IT for Exploration & Production. In January 2006, he became President Strategy, Growth and Research in Exploration & Production and was appointed a member of the Group’s Management Committee in May 2006. (1) | 2013 net banking income estimated based on BNP Paribas as of September 30, 2013.Excluding the director who represents employees.
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(2) | Based onExcluding the 2012 consolidated turnover published by Vallourec.director who represents employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 6.4).
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(3)(3) | Not including the director representing employee shareholders, accordingAccording to the recommendations made inAFEP-MEDEF Code (point 6.4), directors representing employees are not considered for the AFEP-MEDEF Code.purposes of calculating this percentage.
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(4) | According to Article L. 225-27-1 of the French Commercial Code, directors representing employees are not taken into consideration for the application of these provisions. |
| | | 98108 | | TOTAL S.A. Form 20-F 20132014 |
Item 6 - B. Compensation In March 2011, Mr. Pouyanné was appointed Vice President, Chemicals, and Vice President, Petrochemicals. In January 2012, he became President, Refining & Chemicals and a member of the Group’s Executive Committee. On October 22, 2014, he was appointed Chief Executive Officer of TOTAL and President of the Group’s Executive Committee. Mr. Pouyanné holds 54,224 TOTAL shares and 7,286.44 units in the TOTAL ACTIONNARIAT FRANCE collective investment fund. •2.2. | | The Executive Committee |
The Executive Committee, under the responsibility of the Chairman and Chief Executive Officer, is the decision-making body of the Group. It implements the strategy formulated by the Board of Directors and authorizes related investments, subject to the approval of the Board of Directors for investments exceeding 3% of the Group’s equity or notification of the Board for investments exceeding 1% of equity. In 2013,2014, the Executive Committee met at least twice a month, except in August when it met only once. As of December 31, 2013,2014, the members of TOTAL’s Executive Committee were as follows: Christophe de Margerie, ChairmanPatrick Pouyanné, Chief Executive Officer and President of the Executive Committee, Chairman and Chief Executive Officer;Committee;
Philippe Boisseau, President, of Marketing & Services and President, New Energies; Arnaud Breuillac, President, Exploration & Production; Yves-Louis Darricarrère, President, of Upstream (Exploration & Production division and President, Gas & Power);Power; Jean-Jacques Guilbaud, Chief Administrative Officer; Patrick de La Chevardière, Chief Financial Officer; and Patrick Pouyanné,Philippe Sauquet, President, of Refining & Chemicals.
•2.3. | | The Management Committee |
The Management Committee facilitates coordination among the Group’s different entities of the Group and monitors the operating results of the operational divisions and the activity reports of the functional divisions. In addition to the members of the Executive Committee, the following twenty-threetwenty-one individuals from various operating divisions and non-operating departments served as members of the Management Committee as of December 31, 2013:2014: • | | Corporate: Peter Herbel, Jean-Marc Jaubert, Helle Kristoffersen, Manoelle Lepoutre, Jean-François Minster, Jacques-Emmanuel Saulnier, Jérôme Schmitt, Maarten Scholten, Bernadette Spinoy, François Viaud;Viaud. |
• | | Upstream: Marc Blaizot, Arnaud Breuillac, Olivier Cleret de Langavant, Isabelle Gaildraud, Michel Hourcard, Jacques Marraud des Grottes, Philippe Sauquet;Hourcard. |
• | | Refining & Chemicals: Pierre Barbé, Bertrand Deroubaix, Jean-Marc Jaubert, Jacques Maigné, Jean-Jacques Mosconi, Bernard Pinatel, Bernadette Spinoy; andThomas Waymel. |
• | | Marketing & Services: Odile de Damas-Nottin, Francis Jan, Benoît Luc, Momar Nguer. |
In addition, Humbert de Wendel is the Group’s Treasurer. As from April 2, 2015, a Group Performance Management Committee will be instituted in place of the Group Management Committee, whose mission will then end. The mission of the Group Performance Management Committee is to examine, analyze and pilot the safety, financial and business results of the Group. The Committee, chaired by the Chief Executive Officer, will be composed of the managers in charge of the business units of the Group, as well as a limited number of Senior Vice Presidents of functions at Group (Communication, Human Resources, Legal Affairs, Safety and Strategy) and segment levels. It will meet monthly. B. COMPENSATION Approach to overall compensation TOTAL’s approach to overall compensation (salary and employee benefits) is guided by the twin imperatives of external competitiveness, with salaries and social protection schemes positioned relative to local reference markets, and internal fairness. These shared principles are adapted in line with local factors such as labor laws, the economic context and the job market in the various countries where the Group operates. Most of the subsidiaries that implement annual individual pay reviews attempt to position theirWhen comparative elements are available, a compensation at leastpositioning at the mid-point of the comparative external reference (market average).market average is sought.
General and merit-based increasessalary-raise campaigns take place yearly. Group companies may also use tools that reward collective performance (for example, in France, incentives and profit-sharing), together with base salary supplements, such as bonuses or variable portions, to better acknowledge individual contribution. The trend is towards individualized remuneration by strengthening rewards for collective and individual performance. The HSE (Health,Health, Safety and Environment)Environment (HSE) aspect is also taken into account when evaluating individual and collective performance. A policy is pursued that recognizes HSE performance by assessing the individual performance of managers and collective team performance. A portion of the managers’ variable compensation is based on the achievement of HSE targets set for each business segment. It may also include individual HSE objectives, for which achievement is assessed during the annual performance review.appraisal. For the managers whose compensation includes a variable portion, HSE criteria can determine up to 10% of the variable portion. For all employees, the annual performance reviewappraisal also includes an HSE target determined with the line manager. In addition, the three-yearly profit-sharing agreement for 2012-2014 applying to the oil and petrochemicals perimeter(1)(1)in France includesincluded for the first time a component of remuneration that is conditional on reaching an HSE target assessed per the business segment. Moreover, 93%98% of the employees included in the scope of the 20132014 WHRS are employed in countries where the law guarantees a minimum wage. InFor the remaining 2%, in the absence of legislation, for the remaining 7%, the Group at the very least, complies with the local agreements on pay (company(Company agreements or collective conventions) or builds its own structure.pay structure, at the very least. The minimum compensation is always set in accordance with the above policy, which is based on external | | | 2014 Form 20-F TOTAL S.A. | | 109 |
(1) | Including nine Upstream, Refining & Chemicals and Marketing & Services companies in France. |
Item 6 - B. Compensation benchmarks, thereby guaranteeing compensation above the locally applicable minimum. The general implementation of job weighting using the same evaluation method (the Hay method), which allows a salary range to be associated with each job level, ensures fair treatment internally. The development of employee shareholding is another cornerstone of the Group’s compensation policy. It is used to foster a good understanding of the Company’s core values and to create a direct link with company performance. TOTAL thus grants performance shares to a significant number of employees (about(approximately 10,000) on the basis of the Group’s achievement of overall economic goals.goals (refer to “— 4. Stock option and free share grants policy”, below). In July 2013,2014, the Board of Directors of TOTAL S.A. approved a performance share plan. This is the ninthtenth plan implemented by the Group since the granting of free shares to employees has been permitted by French law and it ensures a significant replenishment rate with 39% of employees who were not beneficiaries the previous year. The Group regularly invites its employees to subscribe to capital increases reserved for employees, the latest of which was launched in 2013. During this operation, 28,000 employees in 96 countries decided to subscribe to this capital increase, which, in addition to a conventional scheme, offered a scheme securing the employee’s investment with a guaranteed minimum return. A new operation is taking place in 2015, in approximately 106 countries, which offers the same schemes as in 2013, a classic formula and a “leveraged” formula. New for this operation is a matching contribution on the first five shares subscribed, which aims to encourage subscribers with modest saving capacity. This operation is carried out in two phases: a “reservation” period from November 28 to December 12, 2014, followed by a “withdrawal/subscription” period from March 14 to 20, 2015. The subscription price was set on March 13, 2015. Moreover, TOTAL places the development of employee savings, wherever possible, at the heart of its Human Resources policy. For more detailed information, refer to “— D.2. Share ownership”, below. (1) | Including nine Upstream, Refining & Chemicals and Marketing & Services companies in France.
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| | | 2013 Form 20-F TOTAL S.A. | | 99 |
Item 6 - Compensation
The pension and employee benefit programs in the Group’s subsidiaries are improved every year (health, insurance,disability and life insurance). Since 2011, such improvements include the gradual introduction of a supplementary pension scheme in certain subsidiaries of Refining & ChemicalsThe Group also monitors legislative developments and Marketing & Services and the benchmarking and introduction of supplementary health and life insuranceadjusts these programs in eight Asian countries and for all employees in the Mexican subsidiaries in 2013. Additional improvements were made in 2013 in other countries regarding the death benefit.accordingly. A life insurance program paying a minimum of two years’ salary in case of death, regardless of the cause, has been set up in a large majority of Group companies. As a result of significant changes in the scope under review (sale of large companies and integration of new, created or acquired companies), theThe level of coverage under this program at year-end was 86%87% of the workforce included in the 20132014 WHRS. Board members’ compensation
1. | Board members’ compensation |
The conditions applicable to Board members’ compensation are defined by the Board of Directors on the proposal of the Compensation Committee, subject to the overall maximum amount of directors’ fees authorized by the Shareholders’ Meeting. The overall maximum amount of directors’ fees allocated to members of the Board of Directors was set at€1.4 million for eachper fiscal year by the Shareholders’ Meeting held on May 17, 2013. In 2013,2014, the overall amount of directors’ fees due to the members of the Board of Directors was€1.251.34 million, noting that there were fifteenfourteen directors as of December 31, 2013.2014. The allocation of the overall amount of directors’ fees for fiscal year 2013 is based on an allocation2014 are allocated according to a formula comprised of fixed compensation and variable compensation based on fixed amounts per meeting, which makes it possible to take into account each director’s actual attendance at the meetings of the Board of Directors and its Committees, subject to the conditions below: • | | a fixed annual amount of€20,000 is to be paid to each director (calculated on apro rata basis in case of a change during the year), apart from the Chairperson of the Audit Committee, who is to be paid€30,000 and the other Audit Committee members, who are to be paid€25,000; |
a fixed annual amount of€20,000 is to be paid to each director (calculated on a pro rata basis in case of a change during the year), apart from the Chairman of the Audit Committee, who is to be paid€30,000 and the other Audit Committee members, who are to be paid€25,000;
an amount of€5,000 per director for each Board of Directors’ meeting actually attended; an amount of€3,500 per director for each Governance and Ethics Committee, Compensation Committee or Strategic Committee meeting actually attended; an amount of€7,000 per director for each Audit Committee meeting actually attended; a premium of€2,000 for travel from a country outside France to attend a Board of DirectorsDirectors’ or Committee meeting; and the Chief Executive Officer, or the Chairman and Chief Executive Officer if the positions are unified, does not receive directors’ fees as directorfor his work on the Board and Committees of TOTAL S.A. or any other company of the Group.; and Thethe total amount paid to each director is determined after taking into consideration the director’s actual presence at each Board of Directors’ or Committee meeting and, if appropriate, after prorating the amount set for each director, such that the overall amount paid remains within the maximum limit set by the Shareholders’ Meeting.
These rules for allocating directors’Directors’ fees initially defined by the Board of Directors at its meeting on October 27, 2011, were confirmed by the Board of Directors at its meeting on February 9, 2012, during which the Board also decided to prorate the total amounts paid to each director if the maximum amount authorized by the Shareholders’ Meeting is exceeded. These rules were again confirmed by the Board of Directors at its meeting on February 12, 2013.
At the same Board meeting, it was decided that the amount of fees paid to directors for a fiscal year will beare paid on the decision of the Board of Directors, and following a proposal of the Governance and Ethics Committee, at the beginning of the next fiscal year.
| | | 100 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Compensation If the maximum amount authorized by the Shareholders’ Meeting is exceeded, the total amounts paid to each director are prorated.The director representing employee shareholders, as well as the director representing employees, receive directors’ fees according to the same terms and conditions as any other director. The table below presents the total compensation (including in-kind benefits) due and paid to each director in officeand non-executive director (mandataires sociaux) during the last two fiscal years (Article L. 225-102-1 of the French Commercial Code, 1st and 2nd paragraphs). Directors’ fees and other compensation due and paid to the executive and non-executive directors (mandataires sociaux) (AMF Table No. 3):
| | | | | | | | | | | | | | | | | | | Fiscal year ended December 31, 2012 | | | Fiscal year ended December 31, 2013 | | (Gross amount —€) | | Amounts due | | | Amounts paid | | | Amounts due | | | Amounts paid | | Christophe de Margerie | | | | | | | | | | | | | | | | | Directors’ fees | | | none | | | | none | | | | none | | | | none | | Other compensation | | | (a | ) | | | (a | ) | | | (a | ) | | | (a | ) | Thierry Desmarest | | | | | | | | | | | | | | | | | Directors’ fees | | | 76,014 | | | | 76,014 | | | | 89,500 | | | | — | | Other compensation: retirement pension(b) | | | 575,290 | | | | 575,290 | | | | 578,940 | | | | 578,940 | | Patrick Artus | | | | | | | | | | | | | | | | | Directors’ fees | | | 72,921 | | | | 72,921 | | | | 79,500 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Patricia Barbizet | | | | | | | | | | | | | | | | | Directors’ fees | | | 118,883 | | | | 118,883 | | | | 134,500 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Daniel Bouton(c) | | | | | | | | | | | | | | | | | Directors’ fees | | | 28,472 | | | | 28,472 | | | | — | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Gunnar Brock | | | | | | | | | | | | | | | | | Directors’ fees | | | 79,992 | | | | 79,992 | | | | 102,500 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Claude Clément(d) | | | | | | | | | | | | | | | | | Directors’ fees | | | 60,546 | | | | 60,546 | | | | 31,000 | | | | — | | Other compensation | | | 102,883 | | | | 102,883 | | | | 92,153 | | | | 92,153 | | Marie-Christine Coisne-Roquette | | | | | | | | | | | | | | | | | Directors’ fees | | | 100,763 | | | | 100,763 | | | | 129,500 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Bertrand Collomb | | | | | | | | | | | | | | | | | Directors’ fees | | | 69,827 | | | | 69,827 | | | | 67,500 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Paul Desmarais, jr. | | | | | | | | | | | | | | | | | Directors’ fees | | | 64,966 | | | | 64,966 | | | | 47,000 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Anne-Marie Idrac(e) | | | | | | | | | | | | | | | | | Directors’ fees | | | 32,075 | | | | 32,075 | | | | 75,500 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Charles Keller(f) | | | | | | | | | | | | | | | | | Directors’ fees | | | — | | | | — | | | | 36,000 | | | | — | | Other compensation | | | — | | | | — | | | | 64,586 | | | | 64,586 | | Barbara Kux | | | | | | | | | | | | | | | | | Directors’ fees | | | 71,153 | | | | 71,153 | | | | 79,000 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Gérard Lamarche | | | | | | | | | | | | | | | | | Directors’ fees | | | 121,695 | | | | 121,695 | | | | 143,500 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Anne Lauvergeon | | | | | | | | | | | | | | | | | Directors’ fees | | | 60,546 | | | | 60,546 | | | | 65,500 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Claude Mandil | | | | | | | | | | | | | | | | | Directors’ fees | | | 69,827 | | | | 69,827 | | | | 93,000 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Michel Pébereau | | | | | | | | | | | | | | | | | Directors’ fees | | | 65,408 | | | | 65,408 | | | | 77,500 | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Thierry de Rudder(g) | | | | | | | | | | | | | | | | | Directors’ fees | | | 6,912 | | | | 6,912 | | | | — | | | | — | | Other compensation | | | none | | | | none | | | | none | | | | — | | Total | | | 1,778,173 | | | | 1,778,173 | | | | 1,986,679 | | | | 735,679 | |
(a) | For the Chairman and Chief Executive Officer, see the summary compensation tables in“— Summarytables (AFEP-MEDEF corporate governance code — AMFposition-recommendations No. 2009-16)”, below. The Chairman and Chief Executive Officer does not receive directors’ fees as director of TOTAL S.A. or any other company of the Group.
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(b) | Mr. Desmarest does not receive any compensation for duties related to representing the Group internationally.
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(c) | Director until May 11, 2012.
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(d) | Director representing employee shareholders until May 17, 2013.
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(e) | Director since May 11, 2012.
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(f) | Director representing employee shareholders since May 17, 2013.
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(g) | Director until January 12, 2012.
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| | | 2013 Form 20-F TOTAL S.A. | | 101 |
Item 6 - Compensation
Over the past two years, the directors currently in office have not received any compensation or in-kind benefits from companies controlled by TOTAL S.A., except for Mr. Clément, who is an employee of Total Raffinage-Chimie. The compensation indicated in the table above (except for that of the Chairman and Chief Executive Officer, Mr. Clément, Mr. Keller and Mr. Desmarest) consists solely of directors’ fees (gross amount) due for the period under review. Moreover, there is no service contract linking a Directordirector to TOTAL S.A. or any companies controlled by it which provides for benefits under such contract.
| | | 110 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - B. Compensation CompensationTable of the executivedirectors’ fees and other compensation due and paid to non-executive directors (AMF Table No. 3):
| | | | | | | | | | | | | | | | | | | Fiscal year ended December 31, 2013 | | | Fiscal year ended December 31, 2014 | | Gross amount (€) | | Amounts due | | | Amounts paid | | | Amounts due | | | Amounts paid | | Thierry Desmarest, Chairman of the Board since October 22, 2014 | | | | | | | | | | | | | | | | | Directors’ fees | | | 89,500 | | | | — | | | | 101,500 | | | | 89,500 | | Other compensation(a) | | | none | | | | none | | | | none | | | | none | | Patrick Pouyanné, Chief Executive Officer since October 22, 2014 (non-director) | | | | | | | | | | | | | | | | | Directors’ fees | | | n/a | | | | n/a | | | | none | | | | none | | Other compensation | | | n/a | | | | n/a | | | | (b | ) | | | (b | ) | Christophe de Margerie, Chairman and Chief Executive Officer until October 20, 2014 | | | | | | | | | | | | | | | | | Directors’ fees | | | none | | | | none | | | | none | | | | none | | Other compensation | | | (b | ) | | | (b | ) | | | (b | ) | | | (b | ) | Patrick Artus, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 79,500 | | | | — | | | | 101,500 | | | | 79,500 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Patricia Barbizet, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 134,500 | | | | — | | | | 136,000 | | | | 134,500 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Marc Blanc, director representing employees since November 4, 2014 | | | | | | | | | | | | | | | | | Directors’ fees(c) | | | n/a | | | | n/a | | | | 8,178 | | | | — | | Other compensation | | | n/a | | | | n/a | | | | 72,940 | | | | 72,940 | | Gunnar Brock, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 102,500 | | | | — | | | | 115,000 | | | | 102,500 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Claude Clément, director representing employee shareholders until May 17, 2013 | | | | | | | | | | | | | | | | | Directors’ fees | | | 31,000 | | | | — | | | | n/a | | | | n/a | | Other compensation | | | 92,153 | | | | 92,153 | | | | n/a | | | | n/a | | Marie-Christine Coisne-Roquette, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 129,500 | | | | — | | | | 126,000 | | | | 129,500 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Bertrand Collomb, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 67,500 | | | | — | | | | 81,000 | | | | 67,500 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Paul Desmarais, jr, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 47,000 | | | | — | | | | 56,000 | | | | 47,000 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Anne-Marie Idrac, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 75,500 | | | | — | | | | 77,000 | | | | 75,500 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Charles Keller, director representing employee shareholders since May 17, 2013 | | | | | | | | | | | | | | | | | Directors’ fees(c) | | | 36,000 | | | | — | | | | 93,083 | | | | 36,000 | | Other compensation | | | 64,586 | | | | 64,586 | | | | 74,244 | | | | 74,244 | | Barbara Kux, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 79,000 | | | | — | | | | 104,000 | | | | 79,000 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Gérard Lamarche, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 143,500 | | | | — | | | | 156,000 | | | | 143,500 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Anne Lauvergeon, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 65,500 | | | | — | | | | 68,500 | | | | 65,500 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Claude Mandil, director until May 16, 2014 | | | | | | | | | | | | | | | | | Directors’ fees | | | 93,000 | | | | — | | | | 42,951 | | | | 93,000 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Michel Pébereau, director | | | | | | | | | | | | | | | | | Directors’ fees | | | 77,500 | | | | — | | | | 74,000 | | | | 77,500 | | Other compensation | | | none | | | | — | | | | none | | | | none | | Total | | | 1,407,739 | | | | 156,739 | | | | 1,487,896 | | | | 1,367,184 | |
(a) | Mr. Desmarest does not receive any specific compensation as Chairman of the Board. In relation to the previous duties that he performed within the Group until May 21, 2010, he receives a retirement pension from the pension plans set up by the Company (internal defined contribution pension plan, known as RECOSUP, and supplementary pension plan authorized by the Board of Directors on February 11, 2009, and approved by the Shareholders’ Meeting on May 15, 2009). |
(b) | For more information, refer to the summary compensation tables given in “—2.5. Summary tables (AFEP-MEDEF Code / AMF position-recommendations No. 2009-16)”, below. The Chief Executive Officer does not receive directors’ fees as director of the Group’s companies. |
(c) | Messrs. Blanc and Keller chose for the entire term of their directorship to grant all their directors’ fees to their trade union membership organizations. |
| | | 2014 Form 20-F TOTAL S.A. | | 111 |
Item 6 - B. Compensation •2. | | Compensation policy forof the Chairman and Chief Executive Officerexecutive directors |
The policy relatedAt its meeting on October 22, 2014, the Board of Directors, on the proposal of the Governance and Ethics Committee, decided to separate the compensationpositions of the Chairman and Chief Executive Officer of TOTAL S.A. The Board of Directors considered such separation of powers to be the management form the most appropriate to the new situation within the Company following the death of Mr. de Margerie on October 20, 2014. The Board of Directors therefore appointed Mr. Pouyanné as Chief Executive Officer for a term expiring at the end of the Shareholders’ Meeting called in 2017 to approve the financial statements for the fiscal year 2016. The Board furthermore appointed Mr. Desmarest as Chairman of the Board of Directors for a period due to expire on December 18, 2015, in light of the age limits set out in the bylaws. As of such date, the functions of Chairman and Chief Executive Officer of TOTAL will be combined.
This new organization in the Group’s powers prompted the Board of Directors during its meeting on October 28, 2014, to determine, on the proposals of the Compensation Committee and based on the general principles described hereinafter, the compensation policies for the Chairman of the Board and the Chief Executive Officer. 2.1. | General principles of the compensation policy for the executive directors |
The compensation policy for the executive directors is approved and reviewed every year by the Board of Directors on the proposal of the Compensation Committee. It is determined in accordance with the “Principles and rules for determining the compensation and other benefits of the Chairman and Chief Executive Officer”executive directors”. These principles and rules, approved by the Board of Directors at its meeting on February 9, 2012, are presented below: | • | | Compensation and benefits for the executive directors are set by the Board of Directors after considering proposals from the Compensation Committee. Such compensation must be reasonable and fair, in a context that values both teamwork and motivation within the Company. | |
Compensation for the executive directors is related to market practice, work performed, results obtained and responsibilities held. | • | | Compensation for the executive directors includes both a fixed portion and a variable portion. The fixed portion is reviewed at least every two years. | |
| • | | The amount of variable compensation is reviewed each year and may not exceed a stated percentage of fixed compensation. Variable compensation is determined based on pre-defined quantitative and qualitative criteria that are periodically reviewed by the Board of Directors. Quantitative criteria are limited in number, objective, measurable and adapted to the Group’s strategy. | |
Variable compensation is designed to reward short-term performance and progress towards medium-term objectives. The compensation is determined in line with the Chairman’s Reportannual assessment of the performance of the executive directors and the Company’s medium-term strategy. The Board of Directors keeps track of the fixed and variable portions of the compensation of the executive directors over several years and in light of the Company’s performance. | • | | The Group does not have a specific pension plan for the executive directors. They are eligible for retirement benefits and pensions schemes available to certain employee categories in the Group under conditions determined by the Board. | |
| • | | Stock options and performance shares are designed to align the long-term interests of the executive directors with those of the shareholders. | |
The allocation of options and performance shares to the executive directors is examined in light of all the forms of compensation of each person. The exercise price for stock options awarded is not discounted compared with the market price, at the time of the grant, for the underlying share. Stock options and performance shares are awarded at regular intervals to prevent any opportunistic behavior. The exercise of options and the definitive allocation of performance shares to which the executive directors are entitled are subject to performance criteria that must be met over several years. The Board puts in place restrictions on Corporate Governance. Theythe transfer of a portion of shares held upon the exercise of options and the definitive allocation of performance shares, applicable to the executive directors until the end of their term of office. The executive directors may not be granted stock options or performance shares when they leave office. | • | | After three years in office, the executive directors are required to hold at least the number of Company shares set by the Board. | |
| • | | The components of the compensation of the executive directors are made public after the Board of Directors’ meeting at which they are approved. | |
These principles and rules are based on the fundamental principles for determining the compensation of the executive directors set out in the AFEP-MEDEF Code and ensure the consistency and stability of the compensation policy in line with the Group’s strategy. The Board of Directors and Compensation Committee pay special attention to ensuring that the compensation policy is structured to create long-term value for the companyCompany (in particular by introducing non-financial performance indicators) and is proportionate totakes account of the responsibility assumed while remaining reasonable and fair, in a context that values teamwork and motivation within the company. TheyCompany. As such, the Company’s bodies also ensure a balance among the various components of the Chairman and Chief Executive Officer’s compensation (fixed portion, variable portion andlong-term compensation plan based on the allocation of performance share compensation plan)shares).
The benefit accruing from participation in the pension plans is taken into consideration when determining the compensation policy applicable to the Chairman and Chief Executive Officerexecutive directors in line with the principles of the AFEP-MEDEF Code. The relative position of the Chairman and Chief Executive Officer’sexecutive directors’ compensation to that of comparable issuers (in particular, CAC 40 companies and issuers operating in the oil and gas sectors) is examined every year, if necessary on the basis of studies undertaken by specialized firms. The Chairman and Chief Executive Officer doesexecutive directors do not take part in any discussions or deliberations of the corporate bodies regarding items on the agenda of Board of Directors’ meetings related to the assessment of the Chairman and Chief Executive Officer’stheir performance or the determination of the components comprising histheir compensation. | – | | 112 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - B. Compensation 2.2. | Compensation for the Chairman of the Board |
2.2.1. | Compensation policy for the Chairman of the Board |
The Chairman of the Board does not receive any specific compensation for the performance of his term of office. This decision was made by the Board of Directors during its meeting on October 28, 2014, on the proposals of the Compensation Committee and after taking Mr. Desmarest’s wishes into consideration. The Chairman of the Board continues to receive directors’ fees in relation to his duties as director. For more information, refer to “— 1. Board members’ compensation”, above. 2.2.2. | Individual compensation for the Chairman of the Board for fiscal year 2014 |
On February 11,For fiscal year 2014, the Chairman of the Board did not receive any compensation in his role as Chairman of the Board for the period from October 22 to December 31, 2014, other than his directors’ fees. However, it should be noted that in relation to the previous duties that he performed within the Group until May 21, 2010, he receives a retirement pension from the pension plans set up by the Company (internal defined contribution pension plan, known as RECOSUP, and supplementary pension plan authorized by the Board of Directors on February 11, 2009, and approved by the proposalShareholders’ Meeting on May 15, 2009).
2.3. | Compensation for the Chief Executive Officer |
2.3.1. | Compensation policy for the Chief Executive Officer |
The Board of Directors determined the compensation structure for Mr. Pouyanné in his capacity as Chief Executive Officer during its meeting on October 28, 2014, on the proposals of the Compensation Committee, decidedCommittee. The compensation policy comprises a fixed portion and an annual variable portion assessed according to predefined criteria. This compensation structure is intended to be supplemented by a long-term component with the allocation of performance shares as part of plans that are not specific to the Chief Executive Officer and which are structured over a five-year term with a three-year vesting period followed by a mandatory two-year shareholding period. The final grant of shares is subject to a continued employment condition and depends on the extent to which performance conditions have been achieved, which are assessed following the three-year vesting period. The Chief Executive Officer does not receive any multi-year or deferred variable compensation or any extraordinary compensation. He does not receive directors’ fees as director of the Group’s companies. Furthermore, the Company is committed to paying the Chief Executive Officer a retirement benefit and a termination payment in case of forced departure owing to a change of control or strategy. The Chief Executive Officer is also entitled to the pension plans in place within the Group. In line with the principles of the AFEP-MEDEF Code, the benefit accruing from participation in the pension plans has been taken into consideration when determining the compensation policy applicable to the Chief Executive Officer. These commitments are subject to performance conditions and are described in more detail hereinafter in “— 2.3.2. Commitments made by the Company to the Chief Executive Officer”, below. The Chief Executive Officer also has the use of a company car and is covered by the health insurance plan to which the Group’s employees are entitled, as well as a life insurance plan (death and disability), which is described in more detail hereinafter in “— 2.3.2. Commitments made by the Company to the Chief Executive Officer”, below. Compensation policy for fiscal year 2014 The Board of Directors defined the compensation elements for Mr. de MargeriePouyanné in his capacity as Chairman and Chief Executive Officer for fiscal year 2014 will consist of aduring its meeting on October 28, 2014, as follows: The annual fixed base salarycompensation for the Chief Executive Officer was set at€1,200,000 Euros (i.e., fixed compensation of€1,500,000, unchanged233,425 for the period from October 22 to December 31, 2014). The positioning of the amountChief Executive Officer’s fixed compensation was set byin relation to the responsibilities held and taking account of the compensation practices for executive directors of comparable companies (in particular, CAC 40 companies and issuers operating in the energy sectors). | b. | Annual variable portion |
In accordance with the recommendations made in the AFEP-MEDEF Code, the Board of Directors on May 21, 2010, and adecided to set the maximum percentage for the annual variable portion likely to be paid in 2015, not exceeding 180%to the Chief Executive Officer at 165% of the base salary, based in particular onannual fixed compensation, after reviewing practices at a reference sample of companies operating in the energy sectors. On the proposal The type and weight of the Compensation Committee,criteria used to determine the Board of Directors also decided to maintain for fiscal year 2014 the various criteria for determining theChief Executive Officer’s variable portion defined in 2013,were chosen after confirming their appropriateness based onrelevance to the Group’s strategic priorities.
Consequently,The formula used to calculate the various criteria used for determining the Chairman and Chief Executive Officer’s annual variable portion for fiscal year 2014 will be based, for up to 100% of the base salary, oninvolves economic parameters that refer to quantitative targets reflecting the Group’s performance, (with these economic parameters assessed on a linear basis between two performance levelsHSE/CSR parameter (Health, Safety and Environment/Corporate Social Responsibility), a parameter relating to avoid threshold effects)the reduction in operating costs and for up to 80% ofa parameter associated with the base salary, on the Chairman and Chief Executive Officer’s personal contribution, which allows a qualitative assessment of his management.
Annual variable compensation for fiscal year 2014 (expressed as a percentage of the base salary) | | | | | | | | | | | Maximum percentage | | Economic parameters: | | | | | | | 100% | | – ROE | | | 50% | | | | | | – Net earnings per share | | | 25% | | | | | | – Net income | | | 25% | | | | | | HSE/CSR parameter | | | | | | | 16% | | Reduction in operating costs | | | | | | | 16% | | Personal contribution | | | | | | | 33% | | Total | | | | | | | 165% | |
Economic parameters The chosen economic criteriaparameters include: | o– | | return on equity (ROE) for up to 50% of the base salary; and |
| o– | | the Company’s results, in comparison with the results of the four major competing oil companies(1) (ExxonMobil, BP, Royal Dutch Shell and Chevron), assessed by reference to the average growth over three years of two indicators, netindicators: earnings per share and net income. Each indicator has a weighting of up to 25% of the base salary. |
The expected levels of attainment of the quantitative economic parameter targets for determining the ChairmanChief Executive Officer’s | | | 2014 Form 20-F TOTAL S.A. | | 113 |
Item 6 - B. Compensation variable portion were clearly defined by the Board of Directors, but have not been made public for reasons of confidentiality. HSE/CSR parameter HSE performance (Health, Safety and Environment), which is mainly measured according to attainment of the annual TRIR (Total Recordable Injury Rate) target, associated with CSR performance (Corporate Social Responsibility), measured in particular according to attainment of the CO2 and energy efficiency targets and the Group’s position in the rankings of non-financial rating agencies, is chosen as a parameter for up to 16% of the base salary. Parameter relating to the reduction in operating costs Achievement of the targets relating to the reduction in operating costs is chosen as a parameter for up to 16% of the base salary. Personal contribution The Chief Executive Officer’s personal contribution is based on three objective and operational target criteria concerning the Group’s business segments. The weight of the personal contribution criteria represents up to 33% of the base salary, with each criterion accounting for no more than 11% of the base salary. These criteria are as follows: | – | | successful managerial transition; |
| – | | achievement of production and reserve targets; and |
| – | | successful strategic negotiations with producing countries. |
Compensation policy for fiscal year 2015 The Board of Directors during its meeting on February 11, 2015 and based on the proposals of the Compensation Committee, defined the compensation policy of the Chief Executive Officer for fiscal year 2015. It decided the compensation elements for Mr. Pouyanné in his capacity as Chief Executive Officer for fiscal year 2015 will comprise an annual fixed compensation of€1,200,000 Euros (unchanged compared to the amount defined by the Board of Direction during its meeting on October 28, 2014) and a variable portion likely to be paid in 2016 set at a maximum of 165% of the annual fixed compensation, after reviewing practices at a reference sample of companies operating in the energy sectors. The Board of Directors decided to maintain the type of the criteria used to determine the Chief Executive Officer’s variable compensation for fiscal year 2015, but modified the respective weight of the economic parameters, as follows: Annual variable compensation for fiscal year 2015 (expressed as a percentage of the base salary) | | | | | | | | | Maximum percentage | | Economic parameters: | | | | | 100% | | – ROE | | 34% | | | | | – Net earnings per share | | 33% | | | | | – Net income | | 33% | | | | | HSE/CSR parameter | | | | | 16% | | Reduction in operating costs | | | | | 16% | | Personal contribution | | | | | 33% | | Total | | | | | 165% | |
The expected levels of attainment of the quantitative economic parameter targets for determining the Chief Executive Officer’s variable portion were clearly defined by the Board of Directors atduring its meeting on February 11, 2014,2015, but have not been made public for reasons of confidentiality. The Chairman and Chief Executive Officer’s personal contribution will be assessed, for up to 80% of the base salary, based on six pre-determined, clearly defined quantitative or qualitative criteria, each with a weighting of up to 13 to 15% of the base salary. These include:
| o | | Health, Safety and Environment performance, measured mainly according to attainment of the annual Total Recordable Injury Rate (TRIR) target;
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| o | | the increase in hydrocarbon production;
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| o | | the increase in hydrocarbon reserves;
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| o | | the performance of the Refining & Chemicals and Marketing & Services segments assessed on the basis of the annual targets of these segments;
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| o | | the success of key negotiations involving the Group’s strategy;
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| o | | CSR performance, which is measured in particular according to attainment of the CO2 emissions and energy efficiency targets and the Group’s position in the rankings of non-financial rating agencies.
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(1) | ExxonMobil, BP, Royal Dutch-Shell and Chevron.
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| | | 102 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Compensation
The Chairman and Chief Executive Officer will also continue to have the use of a company car and be covered by a life insurance plan.
•2.3.2. | | Commitments made by the Company to the Chairman and Chief Executive Officer: pension plans, termination payments and other commitments(ArticleOfficer (Article L. 225-102-1, paragraph 3, of the French Commercial Code) |
The commitments made to the Chairman and Chief Executive Officer regarding pension and life insurance plans, retirement benefit and termination payment for removal from officeto be paid in the event of a forced departure owing to a change of control or non-renewal of his term of office,strategy, as described below, were approved by the Board of Directors on February 9, 2012October 22, 2014 and confirmed by the Board of Directors’ decision on December 16, 2014. Such commitments will be subject to the Shareholders’ Meeting on May 11, 2012,29, 2015, in accordance with Article L. 225-42-1 of the French Commercial Code. It should be noted that Mr. Pouyanné was already entitled to all these provisions when he was an employee of the Company, except for the commitment to be granted a termination payment in case of forced departure owing to a change of control or strategy. Furthermore, Mr. Pouyanné joined the Group on January 1, 1997, and terminated the employment contract that previously bound him to TOTAL S.A. by resignation when he was appointed Chief Executive Officer on October 22, 2014. Pursuant to applicable law, the Chairman and Chief Executive Officer is eligible for the basic French social security pension and for pension benefits under the ARRCO (Association(Association pour le Rérégime de Retraite Compléretraite complémentaire des Salariés)salariés) and AGIRC (Association Gé(Association générale des Institutionsinstitutions de Retraiteretraite des Cadres)cadres) government-sponsored supplementary pension schemes. He also participates in the internal defined contribution pension plan, known as RECOSUP. This pension plan represented a booked expense to the Company in favor of the Chairman and Chief Executive Officer for fiscal year 20132014 of€2,222.2,253. The Chairman and Chief Executive Officer also participates in a defined benefit supplementary pension plan set up and financed by the Company. This plan,Company, which was approved by the Board of Directors on March 13, 2001, and for which management is outsourced to two insurance companies, effective as of January 1, 2012. This plan applies to all employees of the Group whose annual compensation is greater than eight times the ceiling for calculating French social security contributions (€37,54838,040 in 2014). Compensation2015), ceiling above this amount does not qualify as pensionable compensation under either government-sponsored or contractualwhich there is no conventional pension schemes.plan. To be eligible for this plan, participants must have at least five years’ length of service, must be over the age of sixty and must have claimed their French social security pension. To be entitled to the supplementary pension plan, participants must meet specific age and length of service (five years) criteria. They must also still be employed by the Group’s company upon retirement,Company when claiming their pension rights, unless they retire due to disability or have taken early retirement at the Group’s initiative after the age of fifty-five. The plan provides participants with a pension equal to the sum of 1.8% of the portion of the reference compensation between eight and forty times the annual ceiling for calculating French social security contributions and 1% of the reference compensation between forty and sixty times the annual ceiling for calculating French social security contributions, multiplied by the number of years of service (up to twenty years). The basis for the calculation of this supplementary plan is indexed to changes in the ARRCO pension point. The sum of the supplementary pension plan benefits and external pension plan benefits may not exceed 45% of the compensation used as the calculation basis. In the event this percentage is exceeded, the supplementary pension is reduced accordingly. The compensation taken into account to calculate the supplementary pension is the retiree’s last 3-year average gross compensation (fixed and variable portions).
In the case of Mr. de Margerie, to date, the ceilings applicable for determining the amountThe sum of the retirement pension he may benefit from under the terms of this defined benefit supplementary pension plan have been reached, bothbenefits and other pension plan benefits (other than those constituted individually and
| | | 114 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - B. Compensation on a voluntary basis) may not exceed 45% of the compensation used as the calculation basis. In the event this ceiling is exceeded, the supplementary pension is reduced accordingly. The supplementary pension includes a clause, whereby up to 60% of the amount will be paid to beneficiaries in termsthe event of seniority (Mr. de Margerie joineddeath after retirement. The length of service acquired by Mr. Pouyanné in performing his previous salaried duties in the Group in 1974) and compensation (his last 3-year average gross compensation is more than the threshold of sixty times the annual ceiling for calculating French social security contributions,i.e.,€2,221,920 in 2013).since January 1, 1997, has been maintained.
The commitments made to himthe Chief Executive Officer by TOTAL S.A. under the terms of the defined benefit supplementary pension plans and similar plans would, thus, as of December 31, 2013,2014, represent a gross annual retirement pension estimated at€582,000,474,109,i.e., 17.96%27.73% of the gross annual compensation paid toof Mr. Pouyanné composed of the Chairman andfixed annual portion as Chief Executive Officer in 2013 (fixed portion for 2013(i.e.,€1,200,000) and the variable portion previously paid in 2014 and due for fiscal year 2012)2013 in respect of his previous duties as President of Refining & Chemicals (i.e., €509,700). The Group’s commitments related to these defined benefit supplementary pension plans and similar plans (including the retirement benefit mentionedin “— Termination payment and retirement benefit”, below, isbenefit) are outsourced to an insurance companycompanies for almost itstheir entire amount;amount, the not outsourcedremaining balance being evaluated on an annual basis and subject to an adjustmentadjusted through a provision in the accounts. The Group’s commitments amount, as of December 31, 2013,2014, to€19.119 million for the Chairman and Chief Executive Officer (€34.837.6 million for the executiveChief Executive Officer, non-executive directors and non executivethe former non-executive directors (mandataires sociaux) participating in these plans including the Chairman and Chief Executive Officer)plans). These amounts represent the gross value of the Group’s commitments to these beneficiaries based on the gross annual pensions estimated as of December 31, 2014 as well as a statistical life expectancy andof the beneficiaries. They also include the additional tax contribution for an amount of 30%45% on pensions that exceed eight annual ceilings for calculating French social security contributions, payable by the Company to the French administration in charge of collecting social security contributions (URSSAF) (i.e.,€4.05.6 million for the Chairman and Chief Executive Officer and€7.611.2 million for the concerned executive and non executive directors including the Chairman and Chief Executive Officer)Officer, non-executive directors and the concerned former non-executive directors). The sum of all the pension plans in which Mr. de MargeriePouyanné participates would, as of December 31, 2013,2014, represent a gross annual retirement pension estimated toat€718,500,610,300,i.e., 22.17%35.70% of histhe Chief Executive Officer’s gross annual compensation paid in 2013defined above (fixed annual portion for 2013as Chief Executive Officer and variable portion previously paid in 2014 and due for fiscal year 2012)2013 in respect of his previous duties as President of Refining & Chemicals). In line with the principles used to determine the compensation of the Chairman and Chief Executive Officerexecutive directors as set out in the AFEP-MEDEF Code to which the Company refers,uses as a reference, the Board of Directors has taken account of the benefitadvantage conferred through participation in the pension plans when determining the Chairman and Chief Executive Officer’s compensation. | – | | Termination payment and retirement benefit
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Termination payment and retirement benefit | o | | Retirement benefit:The Chairman and Chief Executive Officer is entitled to a retirement benefit equal to that available to eligible members of the Group under the French National Collective Bargaining Agreement for the Petroleum Industry. This benefit amounts to 25% of the gross annual compensation (fixed and variable portions) received during the 12-month period preceding the executive director’s retirement.
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Retirement benefit The Chief Executive Officer is entitled to a retirement benefit equal to that available to eligible members of the Group under the French National Collective Bargaining Agreement for the Petroleum Industry. This benefit amounts to 25% of the gross annual compensation (fixed and variable portions) received during the12-month period preceding the executive director’s retirement. Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, entitlement to this benefit is subject to the performance conditions detailed below. The retirement benefit cannot be combined with the termination payment described below. | oTermination payment | | Termination payment:If the Chairman and Chief Executive Officer is removed from office or his term of office is not renewed by the Company, he is entitled to termination payment equal to two years’ gross compensation. The calculation will be based on the gross compensation (including both fixed and variable
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| | | 2013 Form 20-F TOTAL S.A. | | 103 |
Item 6 - Compensation
If the Chief Executive Officer is removed from office or his term of office is not renewed by the Company, he is entitled to a payment equal to two years’ gross annual compensation. The calculation is based on the gross compensation (fixed and variable portions) of the 12-month period preceding the date of termination or non-renewal of his term of office. | | portions) of the 12-month period preceding the date of termination or non-renewal of his term of office.
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ThisThe termination payment will only be paid in the event of a forced departure owing to a change of control or strategy. It will not be due in cases of gross negligence or willful misconduct or if the Chairman and Chief Executive Officer leaves the Company of his own volition, accepts new responsibilities within the Group, or may claim full retirement benefits within a short time period.
Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, entitlement to this benefit is subject to the performance conditions detailed below. Performance condition In accordance with Article L. 225-42-1 of the French Commercial Code, the Board of Directors decided, at its meeting on December 16, 2014, to make entitlement to termination payment and a retirement benefit contingent upon a performance condition that is considered to be fulfilled if at least two of the three criteria set out below are met: | o– | | Performance condition:In accordance with Article L. 225-42-1the average ROE (return on equity) over the three years preceding the year in which the executive director retires is at least 12%;
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| – | | the average ROACE (return on average capital employed) over the three years preceding the year in which the executive director retires is at least 10%; and |
| – | | TOTAL’s oil and gas production growth over the three years preceding the year in which the executive director retires is greater than or equal to the average production growth rate of the French Commercial Code, the Board of Directors decided, at its meeting on February 9, 2012, to make entitlement to termination paymentfour other major competing international oil companies: ExxonMobil, Royal Dutch Shell, BP and retirement benefit contingent upon a performance condition which is considered to be fulfilled if at least two of the three criteria set out below are met:Chevron. |
the average ROE (return on equity) over the three years preceding the year in which the Chairman and Chief Executive Officer retires is at least 12%;
the average ROACE (return on average capital employed) over the three years preceding the year in which the Chairman and Chief Executive Officer retires is at least 10%;
TOTAL’s oil and gas production growth over the three years preceding the year in which the Chairman and Chief Executive Officer retires is greater than or equal to the average production growth rate of the four other major competing oil companies: ExxonMobil, Royal Dutch Shell, BP and Chevron.
These criteria were selected to take into account the Company’s general interest, shareholdershareholders’ interests and standard market practices,practice, especially in the oil and gas industry. More specifically, the ROE performance criterion was retained because it allows the termination payment and retirement benefitthese benefits to be tied to the Company’s overall shareholder return. Shareholders can use ROE to gauge the Company’s ability to generate profit from the capital they invested and from prior year earnings reinvested in the Company. ROACE, isa criterion used by most oil and gas companies, to assesswas also retained because it allows the assessment of the operational performance of average capital employed, regardless of whether it is funded by equity or debt. ROACE is an indicator of the return on capital employed by the companyCompany for operational activities and, as a result, makes it possible to tieallows for the possibility of making payment of termination payment and retirement benefit tocontingent upon the value created for the company.Company. The third and last criterion used by the Board of Directors is the Group’s oil and gas production growth compared with that of its competitors. This indicator is widely used in the industry to measure operational performance and the ability to ensure the | | | 2014 Form 20-F TOTAL S.A. | | 115 |
Item 6 - B. Compensation sustainable development of the Group, most of whose capital expenditure is allocated to Upstream activities. In accordance with the decisions made by the Board of Directors on February 11, 2009, confirmed by the Board of Directors’ decision on February 9, 2012 and May 11, 2012, the Chairman andLife insurance plan
The Chief Executive Officer is covered by a life insurance plan paid byat the Company.expense of the Company and taken out from a life insurance company. This plan guarantees, upon death, a payment equal to two years’ gross compensation (fixed and variable portions), increased to three years in case of accidental death and, in the event of permanent disability due to an accident, a payment proportional to the degree of disability. This payment is increased by 15% for each dependent child. Summary table (AFEP-MEDEF corporate governance code — AMF position-recommendations No. 2009-16) (AMF Table No. 11):
| | | | | | | | | Executive directors2.3.3. | | Employment
contract | | Supplementary pension plans | | Payments or benefitsCompensation due
or likely to be due upon
termination or change in
duties | | Benefits
related to a
non-compete
agreementthe Chief Executive Officer for fiscal year 2014 |
In accordance with the compensation policy defined by the Board of Directors, the compensation due to Mr. Pouyanné as Chief Executive Officer for the period between October 22, 2014 and December 31, 2014, was determined by the Board of Directors at its meeting on February 11, 2015, further to the proposals of the Compensation Committee. This compensation consists of a base salary (fixed portion) on apro rata basis of€233,425 together with a variable portion (paid in 2015) amounting to€295,469 on apro ratabasis, which corresponds to 126.58% of his fixed compensation which was determined as follows. At its meeting on February 11, 2015, the Board of Directors examined the extent to which the different performance criteria had been achieved (economic parameters, HSE/CSR parameter, and the parameter relating to the reduction in operating costs), as well as the Chief Executive Officer’s personal contribution assessed on the basis of the three objective and operational target criteria concerning the Group’s business segments pre-determined by the Board of Directors. Concerning the economic parameters, the Board of Directors noted that the Group’s performance, in comparison with its main competitors (in terms of earnings per share and net income), improved in 2014 compared to 2013, but the ROE declined compared to 2013, which led the Board of Directors to set the part allocated for the different economic parameters at 68.58% of the fixed compensation for fiscal year 2014 (against a maximum of 100%). In terms of the HSE/CSR criterion, the Board of Directors noted that the majority of objectives had been achieved, which led the portion in respect to this criterion to be set at 14% of the fixed compensation (against a maximum of 16%). Concerning the parameter relating to the reduction in operating costs, the Board of Directors noted that the objective measured in terms of impact on the Group’s operating result had been mostly achieved, which led the portion in respect to this criterion to be set at 14% of the fixed compensation (against a maximum of 16%). Concerning the personal contribution, the Board of Directors considered that most of the objectives that had been set were achieved, particularly the targets relating to successful managerial transition and successful strategic negotiations with producing countries. The Chief Executive Officer’s personal contribution was then set to 30% of the fixed compensation (against a maximum of 33%). In consideration of the level of attainment and the performance achieved, the Board of Directors has set the Chief Executive Officer’s variable compensation for fiscal year 2014, for the period from October 22 to December 31, 2014 at 126.58% of his fixed compensation,i.e., an amount of€295,469 on apro ratabasis. Annual variable compensation due for fiscal year 2014 (expressed as a percentage of the base salary): | | | | | | | | | | | | | | | | | | | Maximum percentage | | | Percentage allocated | | Economic parameters: | | | | | | | 100% | | | | | | | | 68.58 | | – ROE | | | 50% | | | | | | | | 34.37 | | | | | | – Net earnings per share | | | 25% | | | | | | | | 16.35 | | | | | | – Net income | | | 25% | | | | | | | | 17.86 | | | | | | HSE/CSR parameter | | | | | | | 16% | | | | | | | | 14 | | Reduction in operating costs | | | | | | | 16% | | | | | | | | 14 | | Personal contribution | | | | | | | 33% | | | | | | | | 30 | | Total | | | | | | | 165% | | | | | | | | 126.58% | |
For information purposes, it should furthermore be noted that before his appointment as Chief Executive Officer on October 22, 2014, Mr. Pouyanné was paid a fixed compensation of€483,288 and a variable portion relating to this period and defined according to the pre-determined general rules applicable to the Group’s executive officers amounted to€473,806 in respect of his salaried duties as President of Refining & Chemicals for the period from January 1 to October 21, 2014. Thus, the compensation paid to Mr. Pouyanné in 2015, both in respect of his previous salaried duties as President of Refining & Chemicals (i.e., a variable portion on apro rata basis due for fiscal year 2014) and his duties as Chief Executive Officer (i.e., a fixed portion due for fiscal year 2015 and a variable portion on apro rata basis due for fiscal year 2014) will therefore be€1,969,275. Furthermore, in 2014, Mr. Pouyanné had the use of a company car and was covered by the life insurance plan as described above. These benefits were booked in the amount of€23,551 in the Consolidated Financial Statements at December 31, 2014. Mr. Pouyanné did not benefit from any other forms of compensation due or granted for fiscal year 2014. No multi-year or deferred variable compensation or any extraordinary compensation was awarded for fiscal year 2014. It should be pointed out that the Chief Executive Officer does not receive directors’ fees as director of the Group’s companies. Christophe de Margerie
2.4. | Compensation for the former Chairman and Chief Executive Officer | | NO | | YES | | YES | | NO | Start of term of office: February 2007(a)
End of current term of office: Shareholders’ Meeting held in 2015 to approve the financial statements for the year ended December 31, 2014
| | | | Internal defined benefit supplementary pension plan(c) and defined contribution pension plan known as RECOSUP(d) which is also applicable to certain Group employees | | Termination payment(b)
Retirement benefit(b)
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(a)2.4.1. | Chairman and Chief Executive Officer since May 21, 2010; Chief Executive Officer since February 14, 2007
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(b) | Payment subject to a performance condition in accordance with the decision of the Board of Directors on February 9, 2012. Details of these commitments are set out above. The retirement benefit cannot be combined with the termination payment described above.
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(c) | An annual pension that would be equivalent, as of December 31, 2013, to 17.96% of the annual compensation received in 2013.
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(d) | Mr. de Margerie’s pension benefit represented a booked expense of€2,222 for fiscal year 2013.
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• | | Compensation due or granted tofor the former Chairman and Chief Executive Officer for fiscal year 20132014 |
| – | | Fixed and variable elements of compensation
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The compensation paid to Mr. de Margerie as Chairman and Chief Executive Officer for fiscal year 2013the period between January 1 and October 20, 2014, was approved by the Board of Directors at its meeting on February 11, 2014,2015, further to the proposal of the Compensation Committee, in accordance with the compensation policy defined by the Board of Directors at its meeting on February 12, 2013.11, 2014. This compensation consists of a base salary (fixed portion)fixed portion (amount unchanged since 2010) on apro rata basis of€1,500,000, unchanged from the amount set by the Board of Directors on May 21, 2010,1,208,219; together with a variable portion on apro rata basis (paid in 2014)2015) amounting to€1,987,200,1,505,199, which corresponds to 132.48%124.58% (against a maximum of 180%) of his fixed annual compensation which was determined as follows. At its meeting on February 12, 2013, the Board of Directors, further to the proposal of the Compensation Committee, decided that the compensation of Mr. de Margerie as Chairman and Chief
| | | 104 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Compensation
Executive Officer for fiscal year 2013 would consist of a fixed base salary of€1,500,000, unchanged from the amount set by the Board of Directors on May 21, 2010, and a variable portion, to be paid in 2014, not exceeding 180% (instead of 165% in 2012) of the base salary, based in particular on practices at a reference sample of companies operating in the energy sectors.
The Board of Directors, at this same meeting on February 12, 2013, also decided that the various criteria used for determining the Chairman and Chief Executive Officer’s variable portion should be based, for up to 100% of the base salary, on economic parameters that refer to quantitative targets reflecting the Group’s performance (with these economic parameters assessed on a linear basis between two levels of performance to avoid threshold effects) and, for up to 80% of the base salary, on the Chairman and Chief Executive Officer’s personal contribution, which allows a qualitative assessment of management based on six pre-determined, clearly defined criteria (each criterion can have a weighting of up to 13 to 15% of the base salary).
At its meeting on February 11, 2014,2015, the Board of Directors, after reviewing the attainment of the economic parameters as well as the Chairman and Chief Executive Officer’s personal contribution, for fiscal year 2013, set the variable portion on apro rata basis of the Chairman and Chief Executive Officer’s compensation for fiscal year 20132014 at 132.48%124.58% of his annual fixed compensation,i.ei.e..,€1,987,200 (compared to 116.11%1,505,199 | | | 116 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - B. Compensation (compared with 132.48%,i.e.,€1,741,0001,987,200 for fiscal year 2012)2013). 77.48%68.58% relates to the share for the different selected economic parameters and 55% relates56% to the share for the personal contribution of the Chairman and Chief Executive Officer determined on the basis of a detailed evaluation ofaccording to six pre-determined and clearly defined criteria. Concerning the economic parameters the return on equity of the Group was lower in 2013 than in 2012, but the Group’s performance, in comparison towith its main competitors (in terms of earnings per share and net income), were considerably higherimproved in 2014 compared to 2013, than in 2012 ,but the ROE declined compared to 2013, which led to an increasea decrease of the partportion allocated for the different economic parameters compared to the previous fiscal year (77.48%(68.58% of the fixed compensation for fiscal year 20132014 compared to 64.11%with 77.48% for fiscal year 2012)2013). Concerning the personal contribution, the Board of Directors considered that most of the objectives were achieved, particularly the targets in terms of Safety, Corporate Social Responsibility (CSR) and concerning the success of strategic negotiations in producing countries. TheThis personal contribution was then set to 56% (against a maximum of 80%) for fiscal year 2014 compared to 55% (against a maximum of 80%) for fiscal year 2013 compared2013. The variable portion owed to 52% (against a maximumMr. de Margerie as Chairman and Chief Executive Officer until October 20, 2014, was paid to his beneficiaries in 2015. Mr. de Margerie did not benefit from any other forms of 65%)compensation due or granted for fiscal year 2012. Consequently, the amount2014. The Board of theDirectors did not award any multi-year or deferred variable portion of Mr. de Margerie’scompensation or any extraordinary compensation for fiscal year 2013 (paid2014.
It should also be noted that Mr. de Margerie did not receive directors’ fees as director of TOTAL S.A. or any other company of the Group. The Chairman and Chief Executive Officer was covered by a life insurance plan at the expense of the Company, and taken out from a life insurance company, which guaranteed, upon death, a payment equal to two years’ gross compensation (fixed and variable portions), increased to three years in 2014) was€1,987,200, which correspondscase of accidental death. The life insurance company paid this sum to 132.48% of his fixed annual compensation. In 2013,Mr. de Margerie’s beneficiaries. Mr. de Margerie also continued to have the use of a company car and be covered by a life insurance plan paid by the Company.until October 20, 2014. These benefits were booked in the amount of€56,47253,350 in the Consolidated Financial Statements at December 31, 2013.2014.
Mr. de Margerie’s death terminated the commitments to pay a retirement benefit and a termination payment in case of forced departure owing to a change of control or strategy, which had been granted in his capacity as Chairman and Chief Executive Officer. His death also terminated the commitments that had been granted under the terms of the defined benefit supplementary pension plan and the internal defined contribution pension plan, known as RECOSUP. The capital relating to the internal defined contribution pension plan (RECOSUP) was paid to Mr. de Margerie’s beneficiaries. 2.4.2. | – | | Grant of performance shares or stock options in 20132014 |
Pursuant to the authorization of the Company’s Combined Shareholders’ Meeting of May 13, 2011 (eleventh16, 2014 (sixteenth resolution) and further to the proposal of the Compensation Committee, the Board of Directors decided, at its meeting on July 25, 2013,29, 2014, to grant Mr. de Margerie 53,00048,000 outstanding performance shares of the Company (corresponding to 0.0022%0.0020% of the share capital on the grant date). The shares were awarded as part of a broader share grant plan approved by the Board of Directors on July 25, 201329, 2014 related to 0.19% of the share capital for nearly 10,000 beneficiaries. The number of shares granted (53,000(48,000 performance shares) was stablelower compared towith the previous year.fiscal year (53,000). As in 2012 and 2013, no stock options were awarded to the Chairman and Chief Executive Officer in 2013.2014. The definitiveIn addition, the Board of Directors decided that, subject to a continuous employment condition, the number of shares finally granted to the Chairman and Chief Executive Officer would be subject to two performance conditions (described in Note 25 to the Consolidated Financial Statements).
Following the death of Mr. de Margerie, and pursuant to legal provisions, the former Chairman and Chief Executive Officer’s beneficiaries have the possibility to request the grant of all the performance shares is subject tofor a period of six months following the beneficiary’s continued presence at the Group during the vesting period and to performance conditions related to the Group’s return on equity (ROE) and return on average capital employed (ROACE) for fiscal years 2013, 2014 and 2015. | o | | For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015. The acquisition rate is equal to zero if the average ROE is less than or equal to 8%, varies linearly between 0% and 100% if the average ROE is more than 8% and less than 16%, and is equal to 100% if the average ROE is more than or equal to 16%.
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| o | | For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROACE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015. The acquisition rate is equal to zero if the average ROACE is less than or equal to 7%, varies linearly between 0% and 100% if the average ROACE is more than 7% and less than 15%, and is equal to 100% if the average ROACE is more than or equal to 15%.
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The ROE and ROACE values used to assess the performance conditions will be those published by the Group in the first quartersdate of 2014, 2015 and 2016, respectively, based on the Group’s consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015.
Pursuant to the provisions of the French Commercial Code, the Chairman and Chief Executive Officer will be required to hold in registered form, for as long as he remains in office, 50% of the capital gains, net of tax and related contributions, on the shares granted. When the Chairman and Chief Executive Officer holds a number of shares(1) corresponding to five times his gross annual fixed compensation at that time, this holding requirement will be equal to 10%. If in the future this condition is no longer met, the previous 50% holding requirement will once again apply. Given this holding requirement and given the share holding requirements that the Board of Directors impose on the executive directors whereby such directors must hold a number of shares of the Company equivalent in value to two years of the fixed portion of their annual compensation, and given the number of TOTAL shares and shares of the “TOTAL ACTIONNARIAT FRANCE” collective investment fund (invested exclusively in TOTAL shares) effectively held by the Chairman and Chief Executive Officer, the Board of Directors decided not to make the grant of performance shares contingentdeath.
(1) | Directly or through collective investment funds invested in Company stock.
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| | | 20132014 Form 20-F TOTAL S.A. | | 105117 |
Item 6 - B. Compensation upon the purchase of a quantity of shares once the awarded shares become transferable, thus disregarding one of the recommendations of the AFEP-MEDEF Code to which the Company adheres.
Furthermore, the Board of Directors noted that, pursuant to the Board’s rules of procedure applicable to each director, the Chairman and Chief Executive Officer cannot hedge the shares of the Company and any financial instruments related to them, and has taken note of the Chairman and Chief Executive Officer’s commitment to not use such hedging transactions, including on the performance shares awarded.
Subject to the specific provisions set out above, the grant of performance shares to the Chairman and Chief Executive Officer is governed by the same provisions that apply to other beneficiaries of the performance share grant plan approved by the Board of Directors at its meeting on July 25, 2013. In particular, these provisions state that shares definitively awarded at the end of the 3-year vesting period will, following validation of the presence and performance conditions, be automatically registered on the first day of the 2-year holding period and will be non-transferable until the end of the holding period.
2.5. | – | | Other forms of compensation due or granted for fiscal year 2013
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The Chairman and Chief Executive Officer did not benefit from any other forms of compensation due or granted for fiscal year 2013. The Board of Directors has not awarded any multi-year or deferred variable compensation or any extraordinary compensation for fiscal year 2013.
It should also be noted that the Chairman and Chief Executive Officer does not receive directors’ fees as director of TOTAL S.A. or any other company of the Group.
| – | | Summary tables (AFEP-MEDEF corporate governance code —Code / AMF position-recommendations No. 2009-16) |
Summary of compensation of the Chairman and Chief Executive Officerfor each executive director (AMF Table No. 2): | Fiscal year ended December 31, | | 2012 | | | 2013 | | | | | | Fiscal year ended December 31, 2013 | | | Fiscal year ended December 31, 2014 | | (€) | | Amount due for the fiscal year | | | Amount paid during the fiscal year (a) | | | Amount due for the fiscal year | | | Amount paid during the fiscal year (a) | | | Amount due for the fiscal year | | | Amount paid during the fiscal year(a) | | | Amount due for the fiscal year | | | Amount paid during the fiscal year(a) | | Christophe de Margerie Chairman and Chief Executive Officer (since May 21, 2010) | | | | | | | | | | Thierry Desmarest,Chairman of the Board since October 22, 2014 | | | | | | | | | | Fixed compensation | | | 1,500,000 | | | | 1,500,000 | | | | 1,500,000 | | | | 1,500,000 | | | | n/a | | | | n/a | | | | — | | | | — | | Annual variable compensation(b) | | | 1,741,000 | (b) | | | 1,530,000 | | | | 1,987,200 | | | | 1,741,000 | | | Annual variable compensation | | | | n/a | | | | n/a | | | | — | | | | — | | Multi-year variable compensation | | | | n/a | | | | n/a | | | | — | | | | — | | Extraordinary compensation | | | | n/a | | | | n/a | | | | — | | | | — | | Directors’ fees(b) | | | | n/a | | | | n/a | | | | 101,500 | | | | — | | In-kind benefits | | | | n/a | | | | n/a | | | | — | | | | — | | Total | | | | n/a | | | | n/a | | | | 101,500 | | | | — | | Patrick Pouyanné,Chief Executive Officer since October 22, 2014(c) | | | | | | | | | | Fixed compensation | | | | n/a | | | | n/a | | | | 233,425 | | | | 233,425 | | Annual variable compensation(d) | | | | n/a | | | | n/a | | | | 295,469 | | | | — | | Multi-year variable compensation | | | | n/a | | | | n/a | | | | — | | | | — | | Extraordinary compensation | | | — | | | | — | | | | — | | | | — | | | | n/a | | | | n/a | | | | — | | | | — | | Directors’ fees | | | — | | | | — | | | | — | | | | — | | | | n/a | | | | n/a | | | | — | | | | — | | In-kind benefits(c) | | | 7,409 | | | | 7,409 | | | | 56,472 | | | | 56,472 | | | In-kind benefits(e) | | | | n/a | | | | n/a | | | | 23,551 | | | | 23,551 | | Total | | | 3,248,409 | | | | 3,037,409 | | | | 3,543,672 | | | | 3,297,472 | | | | n/a | | | | n/a | | | | 552,445 | | | | 256,976 | | Christophe de Margerie,Chairman and Chief Executive Officer until October 20, 2014 | | | | | | | | | | Fixed compensation | | | | 1,500,000 | | | | 1,500,000 | | | | 1,208,219 | | | | 1,208,219 | | Annual variable compensation | | | | 1,987,200 | | | | 1,741,000 | | | | 1,505,199 | | | | 1,987,200 | | Multi-year variable compensation | | | | — | | | | — | | | | — | | | | — | | Extraordinary compensation | | | | — | | | | — | | | | — | | | | — | | Directors’ fees | | | | — | | | | — | | | | — | | | | — | | In-kind benefits(f) | | | | 56,472 | | | | 56,472 | | | | 53,350 | | | | 53,350 | | Total | | | | 3,543,672 | | | | 3,297,472 | | | | 2,766,768 | | | | 3,248,769 | |
(a) | Variable portion paid for the prior fiscal year. |
(b) | The variable portionFor information purposes, it should be noted that before his appointment as Chairman of the Chairman and Chief Executive Officer’s compensation is calculated by taking into account the Group’s return on equity, changes in earnings compared with those of the other major competing oil companies, and the Chairman and Chief Executive Officer’s personal contribution based on objective and, for the most part, operational target criteria. The variable portion paid to the Chairman and Chief Executive Officer for fiscal year 2012 could reach a maximum amount of 165% of his base salary. The variable portion due for 2012, determined by the Board of Directors on February 12,October 22, 2014, Mr. Desmarest was paid€89,500 in Directors’ fees in 2014, in respect of fiscal year 2013 based on attainmentin his capacity as Director of the economic performance criteria and an assessment of the Chairman and Chief Executive Officer’s personal contribution, represents 116.11% of his base salary (i.e.,€1,741,000 rounded downCompany (refer to the nearest thousand euros)Table No. 3 in “— 1. Board members’ compensation”, above).
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(c) | For information purposes, it should be noted that before his appointment as Chief Executive Officer on October 22, 2014, Mr. Pouyanné was paid a fixed compensation of€483,288 and a variable portion defined according to the pre-determined general rules applicable to the Group’s executive officers and amounting to€473,806 in respect of his salaried duties as President of Refining & Chemicals for the period from January 1 to October 21, 2014. |
(d) | For further details of the parameters used to calculate the Chief Executive Officer’s variable portion, refer to “— 2.3.3. Compensation due to the Chief Executive Officer for fiscal year 2014”, above. |
(e) | Mr. de MargeriePouyanné has the use of a company car and is covered by a life insurance plan paid by the Company. For 2013,Company (refer to “— 2.3.2. Commitments made by the benefit correspondingCompany to the Chief Executive Officer”, above). |
(f) | Mr. de Margerie had the use of a company car and was covered by a life insurance plan by whichat the Chairmanexpense of the Company and Chief Executive Officer is covered was itemized and estimated at€48,360.taken out from a life insurance company. |
| | | 118 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - B. Compensation Summary of compensation, stock options and performance shares awarded to the Chairman and Chief Executive Officereach executive director (AMF Table No. 1): | | | | | | | | | Fiscal year | | 2012 | | | 2013 | | Christophe de Margerie Chairman and Chief Executive Officer (since May 21, 2010) | | | | | | | | | Compensationdue in respect of the fiscal year (€)(a) (detailed in AMF Table No. 2 above) | | | 3,248,409 | | | | 3,543,672 | | Valuation of multi-year variable compensation awarded during the fiscal year (€) | | | — | | | | — | | Accounting valuation of the stock options awarded during the fiscal year (€)(b) (see AMF Table No. 4 below) | | | — | | | | — | | Number of options awarded | | | — | | | | — | | Accounting valuation of performance shares awarded during the fiscal year (€)(c) (see AMF Table No. 6 below) | | | 1,664,730 | | | | 1,729,920 | | Number of performance shares awarded | | | 53,000 | | | | 53,000 | | Total | | | 4,913,139 | | | | 5,273,592 | |
| | | | | | | | | For the year ended | | 2013 | | | 2014 | | Thierry Desmarest, Chairman of the Board since October 22, 2014 | | | | | | | | | Compensation due in respect of the fiscal year (€) (detailed in AMF Table No. 2 above) | | | n/a | | | | 101,500 | | Valuation of multi-year variable compensation awarded during the fiscal year (€) | | | n/a | | | | — | | Accounting valuation of the stock options awarded during the fiscal year (€) | | | n/a | | | | — | | Accounting valuation of performance shares awarded during the fiscal year (€)(a) | | | n/a | | | | — | | Number of performance shares awarded during the fiscal year | | | n/a | | | | — | | Total | | | n/a | | | | 101,500 | | Patrick Pouyanné, Chief Executive Officer since October 22, 2014 | | | | | | | | | Compensation due in respect of the fiscal year (€) (detailed in AMF Table No. 2 above) | | | n/a | | | | 552,445 | | Valuation of multi-year variable compensation awarded during the fiscal year (€) | | | n/a | | | | — | | Accounting valuation of the stock options awarded during the fiscal year (€) | | | n/a | | | | — | | Accounting valuation of performance shares awarded during the fiscal year (€)(a) | | | n/a | | | | 1,116,500 | (b) | Number of performance shares awarded during the fiscal year | | | n/a | | | | 25,000 | (b) | Total | | | n/a | | | | 1,668,945 | | Christophe de Margerie, Chairman and Chief Executive Officer until October 20, 2014 | | | | | | | | | Compensation due in respect of the fiscal year (€) (detailed in AMF Table No. 2 above) | | | 3,543,672 | | | | 2,766,768 | | Valuation of multi-year variable compensation awarded during the fiscal year (€) | | | — | | | | — | | Accounting valuation of the stock options awarded during the fiscal year (€) | | | — | | | | — | | Accounting valuation of performance shares awarded during the fiscal year (€)(a) | | | 1,729,920 | | | | 2,143,680 | | Number of performance shares awarded during the fiscal year | | | 53,000 | | | | 48,000 | | Total | | | 5,273,592 | | | | 4,910,448 | |
Note: | The valuation of the options and performance shares awarded corresponds to a valuation performed in accordance with IFRS 2 (see Notes 1E1e and 25 to the Consolidated Financial Statements) and not to any compensation actually received during the fiscal year. Entitlement to options and performance shares is subject to fulfillment of performance conditions assessed over a period of two or three years depending on the plans.three-year period. |
(a) | Including in-kind benefits. Mr. de Margerie has the use of a company car and is covered by a life insurance plan paid by the Company.
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(b) | The valuation of options awarded is calculated on the day they were awarded using the Black-Scholes model based on the assumptions used for the Consolidated Financial Statements (see Note 25For more information, refer to the Consolidated Financial Statements).
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(c) | AMF Table No. 6 below. The valuation of performance shares awarded was calculated on the day they were awarded (see Note 1E1e to the Consolidated Financial Statements). |
| | | 106 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Compensation
Performance shares awarded in 2013 to each executive director by the issuer and by any Group company (Extract from AMF Table No. 6):
| | | | | | | | | | | | | | | | | | | | | | | Plan date and No. | | | Number of shares awarded during fiscal year | | Valuation of shares (€)(a) | | | Acquisition date | | | Dat of transferability | | | Performance condition | Christophe de MargerieChairman and Chief Executive Officer | | | 2013 Plan 07/25/2013 | | | 53,000 | | | 1,729,920 | | | | 07/26/2016 | | | | 07/26/2018 | | | For 50% of the shares, the condition is based on the Group’s average ROE in 2013, 2014 and 2015. For 50% of the shares, the condition is based on the Group’s average ROACE in 2013, 2014 and 2015 |
(a)(b) | The valuation of performancePerformance shares was calculated on the day they were awarded, accordinggranted prior to the method used for the Consolidated Financial Statements.Mr. Pouyanné’s appointment as Chief Executive Officer and related to his previous salaried duties.
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Stock options awarded in 20132014 to each executive director by the issuer and by any Group company (AMF Table No. 4): | | | | | | | | | | | | | | | | | | | | | | | | | Executive directors | | Plan date and No. | | | Nature of options (purchase or subscription) | | | Valuation of options (€)(a) | | | Number of options awarded during fiscal year | | | Exercise price | | | Exercise period | | Christophe de MargerieThierry Desmarest,
Chairman and Chief Executive Officerof the Board since October 22, 2014 | | | — | | | | — | | | | — | | | | — | | | | — | | | — | Patrick Pouyanné, Chief Executive Officer since October 22, 2014 | | | — | | | | — | | | | — | | | | — | | | | — | | | — | Christophe de Margerie, Chairman and Chief Executive Officer until October 20, 2014 | | | — | | | | — | | | | — | | | | — | | | | — | | | — |
(a) | According to the method used for the Consolidated Financial Statements. |
| | | 2014 Form 20-F TOTAL S.A. | | 119 |
Item 6 - B. Compensation Performance shares awarded in 2014 to each executive director by the issuer and by any Group company (Extract from AMF Table No. 6): | | | | | | | | | | | | | | | | | | | | | | | | | Plan date and No. | | | Number of shares awarded during fiscal year | | | Valuation of shares (€)(a) | | | Acquisition date | | | Date of transferability | | | Performance conditions | Thierry Desmarest Chairman of the Board since October 22, 2014 | | | — | | | | — | | | | — | | | | — | | | | — | | | — | Patrick Pouyanné(b) Chief Executive Officer since October 22, 2014 | | | 2014 Plan 07/29/2014 | | | | 25,000 | | | | 1,116,500 | | | | 07/30/2017 | | | | 07/30/2019 | | | For 100% of the shares, the condition is based on the Group’s average ROE in 2014, 2015 and 2016. | Christophe de Margerie Chairman and Chief Executive Officer until October 20, 2014 | | | 2014 Plan 07/29/2014 | | | | 48,000 | (c) | | | 2,143,680 | | | | 07/30/2017 | | | | 07/30/2019 | | | For 50% of the shares, the condition was based on the Group’s average ROE in 2014, 2015 and 2016. For 50% of the shares, the condition was based on the Group’s average ROACE in 2014, 2015 and 2016. |
(a) | The valuation of performance shares was calculated on the day they were awarded, according to the method used for the Consolidated Financial Statements. |
(b) | Performance shares were granted prior to Mr. Pouyanné’s appointment as Chief Executive Officer and related to his previous salaried duties. |
(c) | Following the death of Mr. de Margerie, and pursuant to legal provisions, the former Chairman and Chief Executive Officer’s beneficiaries have the possibility to request the grant of all the performance shares within a period of six months following the date of death. |
AMF Table No. 11: | | | | | | | | | Executive directors | | Employment contract | | Supplementary pension plan | | Payments or benefits due or likely to be due upon termination or change in duties | | Benefits related to a non-compete agreement | Thierry Desmarest Chairman of the Board Start of term of office: October 22, 2014 End of current term of office: December 18, 2015 | | NO | | (a) | | NO | | NO | Patrick Pouyanné Chief Executive Officer Start of term of office: October 22, 2014 End of current term of office: Shareholders’ Meeting held in 2017 to approve the financial statements for fiscal year 2016 | | NO | | YES Internal defined supplementary pension plan and defined contribution pension plan known as RECOSUP | | YES(b) Termination payment Retirement benefit | | NO | Christophe de Margerie(c) Chairman and Chief Executive Officer Start of term of office: February 2007 End of term of office: October 20, 2014 | | NO | | YES Internal defined supplementary pension plan and defined contribution pension plan known as RECOSUP | | YES Termination payment Retirement benefit | | NO |
(a) | Note that in relation to the previous duties that he performed within the Group until May 21, 2010, the Chairman of the Board is paid a retirement pension from the pension plans set up by the Company (internal defined contribution pension plan, known as RECOSUP, and supplementary pension plan authorized by the Board of Directors on February 11, 2009, and approved by the Shareholders’ Meeting on May 15, 2009). |
(b) | Payment subject to a performance condition in accordance with the decision of the Board of Directors on February 28, 2014, and confirmed on December 16, 2014. Details of these commitments are set out above. The retirement benefit cannot be combined with the termination payment described above. |
(c) | Mr. de Margerie was Chairman and Chief Executive Officer since May 21, 2010, and Chief Executive Officer since February 14, 2007. Mr. de Margerie’s death terminated the commitments that had been granted to him for the future. |
| | | 120 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - B. Compensation 3. | Executive officer’s compensation |
Executive officers’ compensation
In 2013,2014, the aggregate amount paid directly or indirectly by the French and foreign Group companies as compensation to the executive officers(1) of TOTAL in office atas of December 31, 20132014 (members of the Management Committee(2) and the Treasurer) was€22.121.18 million (thirty(twenty-nine individuals), including€9.38.72 million paid to the sixseven members of the Executive Committee. Variable compensation accounted for 45%42.45% of the aggregate amount of€22.121.18 million paid to executive officers. Stock option and performance share grants policy
•4. | Stock option and free share grants policy |
In addition to its policy to develop employee shareholding, TOTAL S.A. is also pursuing a policy to associate employees and executive officerssenior executives with the Group’s future results. This policy consists in awarding free performance shares each year. TOTAL S.A. may also award stock options despite the fact that no plan has been put in place since September 14, 2011. Stock options and performance share grants put in place by TOTAL S.A. concern only TOTAL shares. No options for or grants of performance shares of any of the Group’s listed subsidiaries are awarded by TOTAL S.A. All grants are approved by the Board of Directors, based on the proposal of the Compensation Committee. For each plan, the Compensation Committee recommends a list of beneficiaries, the conditions and the number of options or shares awarded to each beneficiary. The Board of Directors then gives final approval for this list and the grant conditions. Grants of performance shares under selective plans become definitive at the end of a vesting period which has been extended to three years for shares granted as offrom July 25, 2013. However, such grants only become definitive subject to a presence condition and a performance conditionconditions based on the Group’s return on equity (ROE). At the end of this vesting period, and provided that the conditions set are met, the performance shares are definitively awarded to the beneficiaries, who must then hold them for at least two years (holding period). For beneficiaries employed by non-French subsidiaries on the grant date, the vesting period for performance shares may be increased to four years; in such cases, there is no mandatory holding period. As of 2011, all performance shares granted to executive officerssenior executives are subject to performance conditions. Stock options have a term of eight years, with an exercise price set at the average of the closing TOTAL share prices on Euronext Paris during the twenty trading days prior to the grant date, without any discount. The exercise of the options is subject to a presence condition and performance conditions, based on the return on equity (ROE) of the Group, which vary depending on the plan and beneficiary category. As ofSince 2011, all options granted are subject to performance conditions. For options that may be awarded pursuant to the authorization given by the Extraordinary Shareholders’ Meeting of May 17, 2013 (11th(eleventh resolution), performance conditions will be assessed over a minimum period of three consecutive fiscal years. For earlier option plans, and subject to the applicable presence and performance conditions being met, options may be exercised only at the end of an initial 2-year vesting period and the shares resulting from the exercise may only be disposed of at the end of a second 2-year holding period. Moreover, for the 2007 to 2011 option plans, the shares resulting from the exercise of options by beneficiaries employed by non-French subsidiaries on the grant date may be disposed of or converted to bearer form at the end of the first 2-year vesting period. | | consecutive fiscal years. For earlier option plans, and subject to the applicable presence and performance conditions being met, options may be exercised only at the end of an initial2-year vesting period and the shares resulting from the exercise may only be disposed of at the end of a second2-year holding period. Moreover, for the 2007 to 2011 option plans, the shares resulting from the exercise of options by beneficiaries employed by non-French subsidiaries on the grant date may be disposed of or converted to bearer form at the end of the first 2-year vesting period. |
Performance share and stock option grants to the Chairman and Chief Executive Officerexecutive directors (dirigeants mandataires sociaux) in office at the time of the decision are subject to a presence condition within (1) | Executive officers who are not directors (with the exception of the Chairman and Chief Executive Officer).
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| | | 2013 Form 20-F TOTAL S.A. | | 107 |
Item 6 - Compensation
the Group and to specific performance conditions related to the Group’s return on equity (ROE) and return on average capital employed (ROACE) set by the Board of Directors, on the proposal of the Compensation Committee. The award of performance shares or stock options is used to extend, based on individual performance assessments at the time of each plan, the Group-wide policy of developing employee shareholding. •4.2. | | Follow up of the grants to the Chairman and Chief Executive Officerexecutive directors |
No stock options werehave been awarded since September 14, 2011. Until this date, the Company’s executive directors in 2012 or 2013. Until 2011,office at the Chairman and Chief Executive Officer wastime of the decision were awarded stock options as part of broader share grant plans approved by the Board of Directors for certain Group employees and executive officers. Subject to certain specific provisions set out below, optionssenior executives. Options granted to the Chairman and Chief Executive Officer areexecutive directors were governed by the same provisions that apply to other beneficiaries of grant plans.
As ofFor options awarded between 2007 and 2011, the Board of Directors has made the exercise of options awarded to the Chairman and Chief Executive Officerexecutive directors contingent upon a presence condition and performance conditions based on the Group’s ROE and ROACE. The conditions are set out below for the 2010 and 2011 plans. The acquisition rate of performance-related options under the 2009, 2010 and 2011 plans was 100%. It had been 60% for the 2008 plan.
Pursuant to Article L. 225-185 of the French Commercial Code, the Board of Directors decided that, for the 2007 to 2011 share subscription option plans, the executive directors (the Chairman of the Board and the Chief Executive Officer, and then from May 21, 2010 the Chairman and Chief Executive Officer) would be required to hold in registered form, for as long as they remain in office, a number of TOTAL shares representing 50% of the capital gains, net of tax and related contributions, resulting from the exercise of stock options under these plans. When the executive directors hold a number of shares (directly or through collective investment funds invested in Company stock) corresponding to five times his gross annual fixed compensation at that time, this holding requirement will be reduced to 10%. If in the future this condition is no longer met, the previous 50% holding requirement will once again apply.
The Chairman and Chief Executive Officer has undertaken not to hedge the shares of the Company and any financial instruments related to them. This provision is now included in the rules of procedure of the Board of Directors.
All the options awarded to the ChairmanMessrs. Desmarest and Chief Executive Officer andPouyanné outstanding at December 31, 20132014 respectively represented 0.047%(1)0.005% and 0.005% of the potential share capital(3) of the Company on that date. i. 2011 share subscription option plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of options definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:
o | | For 50% of the share subscription options granted, the performance condition states that the final number of options granted is based on the average ROE of the Group, as published by the Group according to its 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 linearly 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%.
|
o | | For 50% of the share subscription options granted, the performance condition states that the final number of options granted is based on the average ROACE of the Group, as published by the Group according to its consolidated balance sheet and statement of income 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 linearly 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%.
|
ii. 2010 share subscription option plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of options definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:
o | | For 50% of the share subscription options granted, the performance condition states that the final number of options granted is based on the average ROE of the Group, as published by the Group according to its 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 linearly 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%.
|
o | | For 50% of the share subscription options granted, the performance condition states that the final number of options granted is based on the average ROACE of the Group, as published by the Group according to its 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 linearly 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%.
|
(1) | Other than the Chief Executive Officer, executive officers are not executive or non-executive directors. |
(2) | As from April 2, 2015, a Group Performance Management Committee will be instituted in place of the Group Management Committee (for more information, refer to “— A. Directors and Senior Management — 2.3. The Management Committee”, above). |
(3) | Based on a potential capital of 2,403,907,7482,401,902,936 shares. |
| | | 1082014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013121 |
Item 6 - B. Compensation iii. Follow up table of TOTAL stock options awarded to Mr. de Margerie, Chairman and Chief Executive Officer of TOTAL S.A., outstanding in 2013:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2005 Plan | | | 2006 Plan | | | 2007 Plan | | | 2008 Plan | | | 2009 Plan | | | 2010 Plan | | | 2011 Plan | | | Total | | Type of options | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | | | Expiry date | | | 07/19/2013 | | | | 07/18/2014 | | | | 07/17/2015 | | | | 10/09/2016 | | | | 09/15/2017 | | | | 09/14/2018 | | | | 09/14/2019 | | | | | | Exercise price (€)(a) | | | 49.04 | | | | 50.60 | | | | 60.10 | | | | 42.90 | | | | 39.90 | | | | 38.20 | | | | 33.00 | | | | | | Options awarded by the Board(b) | | | 130,000 | | | | 160,000 | | | | 200,000 | | | | 200,000 | | | | 200,000 | | | | 240,000 | | | | 160,000 | | | | 1,290,000 | | Adjustments related to the spin-off of Arkema(c) | | | 1,828 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,828 | | Outstanding options as of January 1, 2013 | | | 131,828 | | | | 160,000 | | | | 200,000 | | | | 176,667 | | | | 200,000 | | | | 240,000 | | | | 160,000 | | | | 1,268,495 | | Options awarded in 2013 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Options exercised in 2013 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Options canceled in 2013 | | | (131,828 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (131,828 | ) | Options outstanding as of December 31, 2013 | | | — | | | | 160,000 | | | | 200,000 | | | | 176,667 | | | | 200,000 | | | | 240,000 | | | | 160,000 | | | | 1,136,667 | |
(a) | Exercise price as of May 24, 2006. The exercise prices of TOTAL stock options under the plans in force on 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 stock options under these plans were multiplied by an adjustment factor equal to 0.986147 effective as of May 24, 2006. The exercise prices effective before May 24, 2006 are given in Note 25, point A to the Consolidated Financial Statements.
|
(b) | The number of options granted on or before May 23, 2006 was multiplied by four to take into account the four-for-one stock split approved by the Shareholders’ Meeting on May 12, 2006.
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(c) | Adjustments approved by the Board at its meeting on March 14, 2006 pursuant to the provisions in effect at the time of the Board meeting and of the Shareholders’ Meeting on May 12, 2006 related to the spin-off of Arkema. These adjustments were made on May 22, 2006, effective as of May 24, 2006.
|
iv. Stock options exercised in 2013fiscal year 2014 by each executive director (AMF Table No. 5):
| | | | | | | | | | | | | | | Plan date and No. | | | NatureNumber of options exercised during fiscal year | | | Exercise price (€) | | Thierry Desmarest Chairman of the Board since October 22, 2014 | | | — | | | | — | | | | — | | Patrick Pouyanné(a) Chief Executive Officer since October 22, 2014 | |
| 2006 Plan – 07/18/2006
2009 Plan – 09/15/2009 |
| |
| 21,760
30,000 |
| |
| 50.60
39.90 |
| Christophe de Margerie | | | | | | | | | | | | | Chairman and Chief Executive Officer until October 20, 2014 | | | — | | | | — | | | | — | |
(a) | Mr. Pouyanné exercised his options while he was a salaried employee of the Group (i.e., prior to his appointment as Chief Executive Officer on October 22, 2014). |
4.2.2. | – | | Grant of performance shares |
Since 2011, the former Chairman and Chief Executive Officer hashad been awarded performance shares as part of the broader share grant plans approved by the Board of Directors for certain Group employees. Subject to certain specific provisions set out below,performance conditions, performance shares granted to the Chairman and Chief Executive Officer arewere governed by the same provisions that apply to other beneficiaries of grant plans. In case of a definitive grant to the Chairman and Chief Executive Officer of all the performance shares outstanding at December 31, 2013, these shares would represent 0.0044%(1) of the potential share capital of the Company on that date.
As of 2011, the Board of Directors has made the definitive grant of performance shares to the Chairman and Chief Executive Officer contingent upon specific presence andThe performance conditions as described below. As of 2013, these performance conditions are assessed over a 3-year vesting period.
For performance share grant plans awardeddecided in 2012, 2013 and 2014 are described in Note 25 to the Chairman and Chief Executive Officer,Consolidated Financial Statements.
For the Board of Directors decided that2012 plan, pursuant to performance conditions, the Chairman and Chief Executive Officer will be required to hold in registered form,acquisition rate was 100% for as long as he remains in office, 50% of the capital gains, net of tax and contributions related to the shares granted under such plans. When the Chairman and Chief Executive Officer holds a number of shares (directly or through collective investment funds invested in Company stock) corresponding to five times his gross annual fixed compensation at that time, this holding requirement will be equal to 10%. If in the future this condition is no longer met, the previous 50% holding requirement will once again apply. Given this holding requirement and given the share holding requirements that the Board of Directors imposeperformance conditions based on the executive directors,ROE and 88% for shares granted under performance conditions based on the Board of Directors decided not to make the grant of performance shares contingent upon the purchase of a quantity of shares once the awarded shares become transferable, thus disregarding one of the recommendations of the AFEP-MEDEF Code to which the Company adheres.
(1) | Based on a potential capital of 2,403,907,748 shares.
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| | | 2013 Form 20-F TOTAL S.A. | | 109 |
Item 6 - Compensation
The ChairmanROACE. It should be noted that these acquisition rates were 100% for 2010 and Chief Executive Officer has undertaken not to hedge the shares of the Company and any financial instruments related to them. This provision is now included in the rules of procedure of the Board of Directors.
i. 2013 performance share plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of shares definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:
o | | For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015. The acquisition rate is equal to zero if the average ROE is less than or equal to 8%, varies linearly between 0% and 100% if the average ROE is more than 8% and less than 16%, and is equal to 100% if the average ROE is more than or equal to 16%.
|
o | | For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROACE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015. The acquisition rate is equal to zero if the average ROACE is less than or equal to 7%, varies linearly between 0% and 100% if the average ROACE is more than 7% and less than 15%, and is equal to 100% if the average ROACE is more than or equal to 15%.
|
ii. 2012 performance share plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of shares definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:
o | | For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2012 and 2013. The acquisition rate is equal to zero if the average ROE is less than or equal to 8%,
|
| | varies linearly between 0% and 100% if the average ROE is more than 8% and less than 16%, and is equal to 100% if the average ROE is more than or equal to 16%.
|
o | | For 50% of the share granted, the performance condition states that the final number of shares granted is based on the average ROACE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2012 and 2013. The acquisition rate is equal to zero if the average ROACE is less than or equal to 7%, varies linearly between 0% and 100% if the average ROACE is more than 7% and less than 15%, and is equal to 100% if the average ROACE is more than or equal to 15%.
|
iii. 2011 performance share plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of shares definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:
o | | For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROE of the Group, as published by the Group according to its 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 linearly 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%.
|
o | | For 50% of the share granted, the performance condition states that the final number of shares granted is based on the average ROACE of the Group, as published by the Group according to its consolidated balance sheet and statement of income 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 linearly 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%.
|
The Chairman and Chief Executive Officer was not awarded any performance shares under the 2006 to 2010 plans.
iv. Follow up table of TOTAL performance shares awarded to Mr. de Margerie, Chairman and Chief Executive Officer of TOTAL S.A.:
| | | | | | | | | | | | | | | | | | | 2011 Plan | | | 2012 Plan | | | 2013 Plan | | | Total | | Date of the Shareholders’ Meeting | | | 05/13/2011 | | | | 05/13/2011 | | | | 05/13/2011 | | | | | | Grant date | | | 09/14/2011 | | | | 07/26/2012 | | | | 07/25/2013 | | | | | | Closing price on grant date | | | €32.690 | | | | €36.120 | | | | €40.005 | | | | | | Average repurchase price per share paid by the Company | | | €39.580 | | | | €38.810 | | | | €40.560 | | | | | | Shares awarded by the Board | | | 16,000 | | | | 53,000 | | | | 53,000 | | | | 122,000 | | Start of the vesting period | | | 09/14/2011 | | | | 07/26/2012 | | | | 07/25/2013 | | | | | | Definitive grant date, subject to the conditions set out (end of the vesting period) | | | 09/15/2013 | | | | 07/27/2014 | | | | 07/26/2016 | | | | | | Availability date (end of the mandatory holding period) | | | 09/15/2015 | | | | 07/27/2016 | | | | 07/26/2018 | | | | | | Definitively granted in 2013 | | | 16,000 | | | | — | | | | — | | | | 16,000 | |
| | | 110 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Compensation
v. Performance shares awarded to each executive and non executive director in 2013fiscal year 2014 by the issuer and by any Group company (AMF Table No. 6):
| | | | | | | | | | | | | | | | | | | | | | | | | Plan date and No. | | | Number of shares awarded during fiscal year | | | Valuation of shares (€)(a) | | | Acquisition date | | | Availability date | | | Performance conditions | Christophe de Margerie Chairman and Chief Executive Officer | | | 2013 Plan 07/25/2013 | | | | 53,000 | | | | 1,729,920 | | | | 07/26/2016 | | | | 07/26/2018 | | | For 50% of the shares, the condition is based on the Group’s average ROE in 2013, 2014 and 2015. For 50% of the shares, the condition is based on the Group’s average ROACE in 2013, 2014 and 2015. | Charles Keller Director representing employee shareholders since May 17, 2013 | | | 2013 Plan 07/25/2013 | | | | 400 | | | | 13,056 | | | | 07/26/2016 | | | | 07/26/2018 | | | Shares in excess of the first 100 shares are subject to a condition based on the Group’s average ROE in 2013, 2014 and 2015. | Claude Clément Director representing employee shareholders until May 17, 2013 | | | — | | | | — | | | | — | | | | — | | | | — | | | — | Total | | | | | | | 53,400 | | | | 1,742,976 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Plan date and No. | | | Number of shares awarded during fiscal year | | | Valuation of shares (€)(a) | | | Acquisition date | | | Date of transferability | | | Performance conditions | Thierry Desmarest Chairman of the Board since October 22, 2014 | | | — | | | | none | | | | — | | | | — | | | | — | | | — | Patrick Pouyanné(b) Chief Executive Officer since October 22, 2014 | | | 2014 Plan 07/29/2014 | | | | 25,000 | | | | 1,116,500 | | | | 07/30/2017 | | | | 07/30/2019 | | | For 100% of shares, the condition is based on the Group’s average ROE in fiscal years 2014, 2015 and 2016. | Christophe de Margerie Chairman and Chief Executive Officer until October 20, 2014 | | | 2014 Plan 07/29/2014 | | | | 48,000 | | | | 2,143,680 | | | | 07/30/2017 | | | | 07/30/2019 | | | For 50% of shares, the condition is based on the Group’s average ROE in fiscal years 2014, 2015 and 2016. For 50% of shares, the condition is based on the Group’s average ROACE in fiscal years 2014, 2015 and 2016. | Marc Blanc Director representing employees since November 4, 2014 | | | — | | | | none | | | | — | | | | — | | | | — | | | — | Charles Keller Director representing employee shareholders since May 17, 2013 | | | 2014 Plan 07/29/2014 | | | | 400 | | | | 17,864 | | | | 07/30/2017 | | | | 07/30/2019 | | | Shares in excess of the first 100 shares are subject to a condition based on the Group’s average ROE in fiscal years 2014, 2015 and 2016. | Total | | | | | | | 73,400 | | | | 3,278,044 | | | | | | | | | | | |
(a) | The valuation of performance shares was calculated on the day they were awarded, according to the method used for the Consolidated Financial Statements. |
(b) | Performance shares were granted prior to Mr. Pouyanné’s appointment as Chief Executive Officer and related to his previous salaried duties. |
| | | 122 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - B. Compensation vi. Performance shares that have become available for each executive and non executive director (AMF Table No. 7):
| | | | | | | | | | | | | | | Plan date and No. | | | Number of shares that have become available during the fiscal year | | | Vesting conditions | | Christophe de MargerieThierry Desmarest
Chairman and Chief Executive Officerof the Board since October 22, 2014 | | | — | | | | — | | | | — | | Charles KellerPatrick Pouyanné
Director representing employee
shareholdersChief Executive Officer since May 17, 2013October 22, 2014
| |
| 20092010 Plan
09/15/2009 14/2010 |
| | | 1502,000 | | | | n/a | | Claude ClémentChristophe de Margerie
Chairman and Chief Executive Officer until October 20, 2014 | | | — | | | | — | | | | — | | Marc Blanc Director representing employees since November 4, 2014 | | | — | | | | — | | | | n/a | | Charles Keller Director representing employee shareholders untilsince May 17, 2013 | | | — | | | | — | | | | n/a | | Total
| | | | | | | 150 | | | | | |
4.3.1. | – | | Share subscriptionStock option plan
|
In 2013, as in 2012, the Board of Directors decided not to award anyNo stock options.
i. 2011 share subscription option plan: the Board of Directors decided that, provided the presence condition within the Group is met, for each beneficiary other than the Chairman and Chief Executive Officer, options will be subject to a performance condition based on the Group’s average ROE, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2011 and 2012.
The acquisition rate:have been awarded since September 14, 2011.
¡4.3.2. | | is equal to zero if the average ROE is less than or equal to 7%;
|
¡ | | varies linearly 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 acquisition rate applicable to the subscription options subject to the performance condition under the 2011 plan was 100%.
ii. 2013 performance share plan:the Board of Directors decided that for executive officers(1) (other than the Chairman and Chief Executive Officer), the definitive award of all shares granted is contingent upon a presence condition and a performance condition. The performance condition states that the number of shares definitively awarded is based on the
(1) | The executive officers (aside from the Chairman and Chief Executive Officer) are employees who are not directors.
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| | | 2013 Form 20-F TOTAL S.A. | | 111 |
Item 6 - Compensation
Group’s average ROE as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015.
The acquisition rate:
¡ | | is equal to zero if the average ROE is less than or equal to 8%;
|
¡ | | varies linearly between 0% and 100% if the average ROE is greater than 8% and less than 16%; and
|
¡ | | is equal to 100% if the average ROE is greater than or equal to 16%.
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The Boardperformance conditions of Directors alsoperformance share grant plans decided that, provided the presence condition within the Group is met, for each beneficiary (other than the Chairmanin 2012, 2013 and Chief Executive Officer and the executive officers) of more than 100 shares, the shares2014 are described in excess of that number will be definitively granted subjectNote 25 to the aboveConsolidated Financial Statements. For the 2012 plan, pursuant to performance condition being met. iii. 2012 performance share plan:conditions, the Board of Directors decided that for executive officers (other than the Chairman and Chief Executive Officer), the definitive award of all shares granted is contingent upon a presence condition and a performance condition. The performance condition states that the number of shares definitively awarded is based on the Group’s average ROE, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2012 and 2013.
The acquisition rate:
¡ | | is equal to zero if the average ROE is less than or equal to 8%;
|
¡ | | varies linearly between 0% and 100% if the average ROE is greater than 8% and less than 16%; and
|
¡ | | is equal to 100% if the average ROE is greater than or equal to 16%.
|
The Board of Directors also decided that, provided the presence condition within the Group is met, for each beneficiary (other than the Chairman and Chief Executive Officer and the executive officers) of more than 100 shares, the shares in excess of that number will be definitively granted subject to the above performance condition being met.
iv. 2011 performance share plan:the Board of Directors decided that for executive officers (other than the Chairman and Chief Executive Officer), the definitive award of all shares granted is contingent upon a presence condition and a performance condition. The performance condition states that the number of shares definitively awarded is based on the Group’s average ROE as published by the Group according to its 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 linearly 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 also decided that, provided the presence condition within the Group is met, for each beneficiary (other than the Chairman and Chief Executive Officer and the executive officers) of more than 100 shares, the shares in excess of that number will be definitively granted subject to the above performance condition being met.
The acquisition rate applicable to the shares subject to the performance condition under the 2011 plan was 100%. It should be noted that this acquisition rate was 100% for the 2010 and 2011 plans.
4.4. | | | 112 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Compensation
• | | Follow up of TOTAL stock option plans as of December 31, 20132014 |
4.4.1. | – | | Breakdown of TOTAL stock option grants by category of beneficiary |
The following table gives a breakdown of TOTAL stock options awarded by category of beneficiary (main executive(executive officers, other executive officerssenior executives and other employees) for each of the plans in effect during 20132014 (for more information concerning the TOTAL stock option plans, seerefer to Note 25 to the Consolidated Financial Statements): | | | | | | | | | | | | | | | | | | | | | | | Number of beneficiaries | | | Number of notified options(a) | | | Percentage | | | Average number of options per beneficiary(a) | | 2005 Plan: Subscription options | | Main executive officers(b) | | | 30 | | | | 370,040 | | | | 24.3 | % | | | 12,335 | | Decision of the Board on July 19, 2005 | | Other executive officers | | | 330 | | | | 574,140 | | | | 37.6 | % | | | 1,740 | | Exercise price:€198.90; discount: 0.0% | | Other employees | | | 2,361 | | | | 581,940 | | | | 38.1 | % | | | 246 | | Exercise price as of May 24, 2006:€49.04(a) | | Total | | | 2,721 | | | | 1,526,120 | | | | 100 | % | | | 561 | | 2006 Plan: Subscription options | | Main executive officers(b) | | | 28 | | | | 1,447,000 | | | | 25.3 | % | | | 51,679 | | Decision of the Board on July 18, 2006 | | Other executive officers | | | 304 | | | | 2,120,640 | | | | 37.0 | % | | | 6,976 | | Exercise price:€50.60; discount: 0.0% | | Other employees | | | 2,253 | | | | 2,159,600 | | | | 37.7 | % | | | 959 | | | | Total | | | 2,585 | | | | 5,727,240 | | | | 100 | % | | | 2,216 | | 2007 Plan: Subscription options | | Main executive officers(b) | | | 27 | | | | 1,329,360 | | | | 22.8 | % | | | 49,236 | | Decision of the Board on July 17, 2007 | | Other executive officers | | | 298 | | | | 2,162,270 | | | | 37.1 | % | | | 7,256 | | Exercise price:€60.10; discount: 0.0% | | Other employees | | | 2,401 | | | | 2,335,600 | | | | 40.1 | % | | | 973 | | | | Total | | | 2,726 | | | | 5,827,230 | | | | 100 | % | | | 2,138 | | 2008 Plan(c): Subscription options | | Main executive officers(b) | | | 26 | | | | 1,227,500 | | | | 27.6 | % | | | 47,212 | | Awarded on October 9, 2008, by decision of | | Other executive officers | | | 298 | | | | 1,988,420 | | | | 44.7 | % | | | 6,673 | | the Board of Directors on September 9, 2008 | | Other employees | | | 1,690 | | | | 1,233,890 | | | | 27.7 | % | | | 730 | | Exercise price:€42.90; discount: 0.0% | | Total | | | 2,014 | | | | 4,449,810 | | | | 100 | % | | | 2,209 | | 2009 Plan(c): Subscription options | | Main executive officers(b) | | | 26 | | | | 1,201,500 | | | | 27.4 | % | | | 46,212 | | Decision of the Board on September 15, 2009 | | Other executive officers | | | 284 | | | | 1,825,540 | | | | 41.6 | % | | | 6,428 | | Exercise price:€39.90; discount: 0.0% | | Other employees | | | 1,742 | | | | 1,360,460 | | | | 31.0 | % | | | 781 | | | | Total | | | 2,052 | | | | 4,387,500 | | | | 100 | % | | | 2,138 | | 2010 Plan(c): Subscription options | | Main executive officers(b) | | | 25 | | | | 1,348,100 | | | | 28.2 | % | | | 53,924 | | Decision of the Board on September 14, 2010 | | Other executive officers | | | 282 | | | | 2,047,600 | | | | 42.8 | % | | | 7,261 | | Exercise price:€38.20; discount: 0.0% | | Other employees | | | 1,790 | | | | 1,392,720 | | | | 29.0 | % | | | 778 | | | | Total | | | 2,097 | | | | 4,788,420 | | | | 100 | % | | | 2,283 | | 2011 Plan(c): Subscription options | | Main executive officers(b) | | | 29 | | | | 846,600 | | | | 55.7 | % | | | 29,193 | | Decision of the Board on September 14, 2011 | | Other executive officers | | | 177 | | | | 672,240 | | | | 44.3 | % | | | 3,798 | | Exercise price:€33.00; discount: 0.0% | | Other employees | | | — | | | | — | | | | — | | | | — | | | | Total | | | 206 | | | | 1,518,840 | | | | 100 | % | | | 7,373 | |
| | | | | | | | | | | | | | | | | | | | | | | Number of beneficiaries | | | Number of notified options | | | Percentage | | | Average number of options per beneficiary | | 2006 Plan: Subscription options | | Executive officers(a) | | | 28 | | | | 1,447,000 | | | | 25.3 | % | | | 51,679 | | Decision of the Board of Directors on July 18, 2006 Exercise price:€50.60; discount: 0.0% | | Other senior executives Other employees Total | | | 304 2,253 2,585 | | | | 2,120,640 2,159,600 5,727,240 | | |
| 37.0
37.7 100 | %
% % | | | 6,976 959 2,216 | | | | | | | | 2007 Plan: Subscription options | | Executive officers(a) | | | 27 | | | | 1,329,360 | | | | 22.8 | % | | | 49,236 | | Decision of the Board of Directors on July 17, 2007 Exercise price:€60.10; discount: 0.0% | | Other senior executives Other employees Total | | | 298 2,401 2,726 | | | | 2,162,270 2,335,600 5,827,230 | | |
| 37.1
40.1 100 | %
% % | | | 7,256 973 2,138 | | | | | | | | 2008 Plan(b): Subscription options | | Executive officers(a) | | | 26 | | | | 1,227,500 | | | | 27.6 | % | | | 47,212 | | Awarded on October 9, 2008, by decision of the Board of Directors on September 9, 2008 Exercise price:€42.90; discount: 0.0% | | Other senior executives Other employees Total | | | 298 1,690 2,014 | | | | 1,988,420 1,233,890 4,449,810 | | |
| 44.7
27.7 100 | %
% % | | | 6,673 730 2,209 | | | | | | | | 2009 Plan(b): Subscription options | | Executive officers(a) | | | 26 | | | | 1,201,500 | | | | 27.4 | % | | | 46,212 | | Decision of the Board of Directors on September 15, 2009 Exercise price:€39.90; discount: 0.0% | | Other senior executives Other employees Total | | | 284 1,742 2,052 | | | | 1,825,540 1,360,460 4,387,500 | | |
| 41.6
31.0 100 | %
% % | | | 6,428 781 2,138 | | | | | | | | 2010 Plan(b): Subscription options | | Executive officers(a) | | | 25 | | | | 1,348,100 | | | | 28.2 | % | | | 53,924 | | Decision of the Board of Directors on September 14, 2010 Exercise price:€38.20; discount: 0.0% | | Other senior executives Other employees Total | | | 282 1,790 2,097 | | | | 2,047,600 1,392,720 4,788,420 | | |
| 42.8
29.0 100 | %
% % | | | 7,261 778 2,283 | | | | | | | | 2011 Plan(b): Subscription options | | Executive officers(a) | | | 29 | | | | 846,600 | | | | 55.7 | % | | | 29,193 | | Decision of the Board of Directors on September 14, 2011 Exercise price:€33.00; discount: 0.0% | | Other senior executives Other employees Total | |
| 177 —
206 |
| |
| 672,240 —
1,518,840 |
| | | 44.3 100 | % — % | |
| 3,798 —
7,373 |
|
(a) | To take into account the spin-off of Arkema, pursuant to the provisions in effect on the date of the Shareholders’ Meeting on May 12, 2006, at its meeting of March 14, 2006 the Board of Directors resolved to adjust the rights of TOTAL stock options holders. For each plan and each beneficiary, the exercise prices for TOTAL stock options were multiplied by an adjustment factor of 0.986147 and the number of unexercised stock options was multiplied by an adjustment factor of 1.014048 (and then rounded up), effective as of May 24, 2006. In addition, to take into account the four-for-one stock split approved by the Shareholders’ Meeting on May 12, 2006, the number of options awarded before May 23, 2006 was multiplied by four and the exercise price of these options was multiplied by 0.25. The presentation in this table of the number of notified options has not been adjusted to reflect the four-for-one stock split.
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(b) | Members of the Management Committee and the Treasurer such as ofdefined on the date of the Board meeting awardinggranting the options. Mr. Desmarest has not been a member of the Management Committee since February 14, 2007. Mr. Desmarest was awarded 110,000 options under the 2007 plan and no options since 2008.performance shares. |
(c)(b) | The acquisition rate of performance condition-related shares was 60% for the 2008 plan and 100% for the 2009, 2010 and 2011 plans. |
| | | 2014 Form 20-F TOTAL S.A. | | 123 |
Item 6 - B. Compensation For the 2007, 2008 and 2009 share subscription option plans, the Board of Directors decided that for each beneficiary of more than 25,000 options, one-third of the options awarded in excess of that number should be subject to a performance condition. For the 2010 share subscription option plan, a portion of the options granted to beneficiaries of more than 3,000 options are subject to a performance condition. For the 2011 share subscription option plan, all of the options are subject to a performance condition. In 2013, as in 2012,Since September 14, 2011, the Board of Directors has decided not to award any stock options.
4.4.2. | | | 2013 Form 20-F TOTAL S.A. | | 113 |
Item 6 - Compensation
| – | | Historic overviewBreakdown of outstanding TOTAL stock option plans
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Past awards of subscription or purchase options — Information on the subscription or purchase options (AMF Table No. 8): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2005 Plan | | | 2006 Plan | | | 2007 Plan | | | 2008 Plan | | | 2009 Plan | | | 2010 Plan | | | 2011 Plan | | | Total | | Type of options | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | | | Date of the Shareholders’ Meeting | | | 05/14/2004 | | | | 05/14/2004 | | | | 05/11/2007 | | | | 05/11/2007 | | | | 05/11/2007 | | | | 05/21/2010 | | | | 05/21/2010 | | | | | | Date of Board meeting / grant date(a) | | | 07/19/2005 | | | | 07/18/2006 | | | | 07/17/2007 | | | | 10/09/2008 | | | | 09/15/2009 | | | | 09/14/2010 | | | | 09/14/2011 | | | | | | Total number of options awarded by the Board, including(b): | | | 6,104,480 | | | | 5,727,240 | | | | 5,937,230 | | | | 4,449,810 | | | | 4,387,620 | | | | 4,788,420 | | | | 1,518,840 | | | | 32,913,640 | | Executive and non executive directors(c) | | | 240,000 | | | | 400,000 | | | | 310,000 | | | | 200,000 | | | | 200,000 | | | | 240,000 | | | | 160,000 | | | | 1,750,000 | | — C. de Margerie | | | n/a | | | | 160,000 | | | | 200,000 | | | | 200,000 | | | | 200,000 | | | | 240,000 | | | | 160,000 | | | | 1,160,000 | | — C. Keller | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | — | | — C. Clément | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | — | | | | — | | | | — | | — T. Desmarest | | | 240,000 | | | | 240,000 | | | | 110,000 | | | | — | | | | — | | | | — | | | | — | | | | 590,000 | | Additional grants | | | 134,400 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 134,400 | | Adjustments related to the spin-off of Arkema(d) | | | 90,280 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 90,280 | | Date as of which the options may be exercised | | | 07/20/2007 | | | | 07/19/2008 | | | | 07/18/2009 | | | | 10/10/2010 | | | | 09/16/2011 | | | | 09/15/2012 | | | | 09/15/2013 | | | | | | Expiry date | | | 07/19/2013 | | | | 07/18/2014 | | | | 07/17/2015 | | | | 10/09/2016 | | | | 09/15/2017 | | | | 09/14/2018 | | | | 09/14/2019 | | | | | | Exercise price (in€)(e) | | | 49.04 | | | | 50.60 | | | | 60.10 | | | | 42.90 | | | | 39.90 | | | | 38.20 | | | | 33.00 | | | | | | Cumulative number of options exercised as of December 31, 2013 | | | 39,127 | | | | 8,620 | | | | — | | | | 112,740 | | | | 365,722 | | | | 159,371 | | | | 373,346 | | | | 1,058,926 | | Cumulative number of options canceled as of December 31, 2013 | | | 6,290,033 | | | | 97,994 | | | | 89,265 | | | | 117,872 | | | | 32,520 | | | | 91,197 | | | | 4,400 | | | | 6,723,281 | | Number of options: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — outstanding as of January 1, 2013 | | | 6,160,020 | | | | 5,621,526 | | | | 5,848,985 | | | | 4,330,468 | | | | 4,334,900 | | | | 4,661,443 | | | | 1,505,040 | | | | 32,462,382 | | — awarded in 2013 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | — canceled in 2013(f) | | | (6,159,390 | ) | | | (900 | ) | | | (1,020 | ) | | | (360 | ) | | | (1,080 | ) | | | (720 | ) | | | — | | | | (6,163,470 | ) | — exercised in 2013 | | | (630 | ) | | | — | | | | — | | | | (110,910 | ) | | | (344,442 | ) | | | (122,871 | ) | | | (363,946 | ) | | | (942,799 | ) | Outstanding as of December 31, 2013 | | | — | | | | 5,620,626 | | | | 5,847,965 | | | | 4,219,198 | | | | 3,989,378 | | | | 4,537,852 | | | | 1,141,094 | | | | 25,356,113 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2006 Plan | | | 2007 Plan | | | 2008 Plan | | | 2009 Plan | | | 2010 Plan | | | 2011 Plan | | | Total | | Type of options | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | Subscription options | | | | | Date of the Shareholders’ meeting | | | 05/14/2004 | | | | 05/11/2007 | | | | 05/11/2007 | | | | 05/11/2007 | | | | 05/21/2010 | | | | 05/21/2010 | | | | | | Date of Board meeting/grant date(a) | | | 07/18/2006 | | | | 07/17/2007 | | | | 10/09/2008 | | | | 09/15/2009 | | | | 09/14/2010 | | | | 09/14/2011 | | | | | | Total number of options awarded by the Board, including: | | | 5,727,240 | | | | 5,937,230 | | | | 4,449,810 | | | | 4,387,620 | | | | 4,788,420 | | | | 1,518,840 | | | | 26,809,160 | | Executive and non-executive directors(b) | | | 421,760 | | | | 334,160 | | | | 230,000 | | | | 230,000 | | | | 280,000 | | | | 190,400 | | | | 1,686,320 | | — T. Desmarest | | | 240,000 | | | | 110,000 | | | | — | | | | — | | | | — | | | | — | | | | 350,000 | | — P. Pouyanné | | | 21,760 | | | | 24,160 | | | | 30,000 | | | | 30,000 | | | | 40,000 | | | | 30,400 | | | | 176,320 | | — C. de Margerie(c) | | | 160,000 | | | | 200,000 | | | | 200,000 | | | | 200,000 | | | | 240,000 | | | | 160,000 | | | | 1,160,000 | | — M. Blanc | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | — | | — C. Keller | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | — | | Date as of which the options may be exercised: | | | 07/19/2008 | | | | 07/18/2009 | | | | 10/10/2010 | | | | 09/16/2011 | | | | 09/15/2012 | | | | 09/15/2013 | | | | | | Expiry date | | | 07/18/2014 | | | | 07/17/2015 | | | | 10/09/2016 | | | | 09/15/2017 | | | | 09/14/2018 | | | | 09/14/2019 | | | | | | Exercise price (€)(d) | | | 50.60 | | | | 60.10 | | | | 42.90 | | | | 39.90 | | | | 38.20 | | | | 33.00 | | | | | | Cumulative number of options exercised as of December 31, 2014 | | | 3,831,334 | | | | — | | | | 1,116,054 | | | | 1,343,831 | | | | 996,005 | | | | 655,365 | | | | 7,942,589 | | Cumulative number of options canceled as of December 31, 2014 | | | 1,895,906 | | | | 89,265 | | | | 117,872 | | | | 32,520 | | | | 91,197 | | | | 4,400 | | | | 2,231,160 | | Number of options: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — outstanding as of January 1, 2014 | | | 5,620,626 | | | | 5,847,965 | | | | 4,219,198 | | | | 3,989,378 | | | | 4,537,852 | | | | 1,141,094 | | | | 25,356,113 | | — Awarded in 2014 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | — Canceled in 2014(e) | | | 1,797,912 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,797,912 | | — Exercised in 2014 | | | 3,822,714 | | | | — | | | | 1,003,314 | | | | 978,109 | | | | 836,634 | | | | 282,019 | | | | 6,922,790 | | Outstanding as of December 31, 2014 | | | — | | | | 5,847,965 | | | | 3,215,884 | | | | 3,011,269 | | | | 3,701,218 | | | | 859,075 | | | | 16,635,411 | |
(a) | The grant date is the date of the Board meeting awarding the options, except for the share subscription option plan of October 9, 2008, approved by the Board on September 9, 2008. |
(b) | To take into account the four-for-one stock split approved by the Shareholder’s Meeting of May 12, 2006, the number of options awarded before May 23, 2006 has been multiplied by four.
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(c) | List of executive and non executive directors who had this status during the fiscal year 2013.2014. |
(c) | Following the death of Mr. de Margerie, and pursuant to legal provisions, the former Chairman and Chief Executive Officer’s beneficiaries are entitled to exercise all the granted stock options within six months following the date of death. |
(d) | To take into account the spin-off of Arkema, at its meeting of March 14, 2006 the Board of Directors resolved to adjust the rights of TOTAL stock options holders, pursuant to the provisions in effect on the date of its meeting and at the time of the Shareholders’ Meeting on May 12, 2006. These adjustments were made on May 22, 2006, effective as of May 24, 2006.
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(e) | The exercise price is the average closing price of TOTAL’s share on Euronext Paris during the twenty trading days prior to the grant date, without any discount. |
| Exercise price as of May 24, 2006. To take into account the four-for-one stock split approved by the Shareholders’ Meeting on May 12, 2006, the exercise prices of options granted before May 23, 2006 were multiplied by 0.25. Moreover, following the spin-off of Arkema, the exercise prices of TOTAL stock options under these plans were multiplied by an adjustment factor equal to 0.986147 effective as of May 24, 2006. The exercise prices applicable before May 24, 2006 are indicated in Note 25, point A to the Consolidated Financial Statements. |
(f)(e) | Of the 6,163,470The 1,797,912 options canceled in 2013, 6,158,6622014 are unexercised options expired on July 19, 201318, 2014 due to the expiration of the 20052006 subscription option plan.
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In the event of the exercise of all share subscription options outstanding as of December 31, 2013,2014, the corresponding shares would represent 1.05%0.69%(1) of the Company’s potential share capital on that date. (1) | Based on a potential capital of 2,403,907,7482,401,902,936 shares. |
| | | 114124 | | TOTAL S.A. Form 20-F 20132014 |
Item 6 - B. Compensation 4.4.3. | – | | Stock options awarded to the ten employees (other than executive or non executive directors) receiving the largest number of options / options/Stock options exercised by the ten employees (other than executive or non executive directors) exercising the largest number of options (AMF Table No. 9) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Total number of options awarded/exercised | | | Average weighted exercise price (€) | | | 2008 Plan 10/09/2008(a) | | | 2009 Plan 09/15/2009 | | | 2010 Plan 09/14/2010 | | | 2011 Plan 09/14/2011 | | Options awarded in 2013 by TOTAL S.A. and its affiliates(b) to the ten TOTAL S.A. employees (other than executive or non executive directors) receiving the largest number of options (aggregate — not individual information) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Options held on TOTAL S.A. and its affiliates(b) and exercised in 2013 by the ten TOTAL S.A. employees (other than executive or non executive directors) with the largest number of options purchased or subscribed (aggregate — not individual information) | | | 248,142 | | | | 35.43 | | | | 18,600 | | | | 45,200 | | | | 20,500 | | | | 163,842 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total number of options awarded/ exercised | | | Average weighted exercise price (€) | | | 2006 Plan 07/18/2006 | | | 2008 Plan 10/09/2008(a) | | | 2009 Plan 09/15/2009 | | | 2010 Plan 09/14/2010 | | | 2011 Plan 09/14/2011 | | Options awarded in fiscal year 2014 by TOTAL S.A. and its affiliates(b), to the ten TOTAL S.A. employees (other than executive or non executive directors) receiving the largest number of options (aggregate — not individual information) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Options held on TOTAL S.A. and its affiliates(b), and exercised in fiscal year 2014 by the ten TOTAL S.A. employees (other than executive or non executive directors at the date of the exercises) with the largest number of options purchased or subscribed (aggregate — not individual information)(c) | | | 638,000 | | | | 44.87 | | | | 310,760 | | | | 93,900 | | | | 84,000 | | | | 114,600 | | | | 34,740 | |
(a) | The grant date is the date of the Board meeting awarding the options, except for the share subscription option plan of October 9, 2008, approved by the Board on September 9, 2008. |
(b) | Pursuant to the conditions of Article L. 225-180 of the French Commercial Code. |
(c) | Mr. Pouyanné is included among the ten employees as he exercised his options before his appointment as Chief Executive Officer on October 22, 2014. |
•4.5. | | Follow up of TOTAL performancefree share grants as of December 31, 20132014 |
4.5.1. | – | | Breakdown of TOTAL stock optionperformance share grants by category of beneficiary |
The following table gives a breakdown of TOTAL performance share grants by category of beneficiary (main executive officers, other executive officerssenior executives and other employees): | | | | | Number of beneficiaries | | Number of notified shares(a) | | Percentage | | Average number of shares per beneficiary | | | | | Number of beneficiaries | | Number of notified shares | | Percentage | | Average number of shares per beneficiary | | 2009 Plan(b) | | Main executive officers(c) | | | 25 | | | | 48,700 | | | | 1.6 | % | | | 1,948 | | | Decision of the Board on September 15, 2009 | | Other executive officers | | | 284 | | | | 329,912 | | | | 11.1 | % | | | 1,162 | | | | | Other employees(d) | | | 9,693 | | | | 2,593,406 | | | | 87.3 | % | | | 268 | | | | | Total | | | 10,002 | | | | 2,972,018 | | | | 100 | % | | | 297 | | | 2010 Plan(b)(e) | | Main executive officers(c) | | | 24 | | | | 46,780 | | | | 1.6 | % | | | 1,949 | | | 2010 Plan(a)(d) | | | Executive officers(b) | | | 24 | | | | 46,780 | | | | 1.6 | % | | | 1,949 | | Decision of the Board on September 14, 2010 | | Other executive officers | | | 283 | | | | 343,080 | | | | 11.4 | % | | | 1,212 | | | Other senior executives | | | 283 | | | | 343,080 | | | | 11.4 | % | | | 1,212 | | | | Other employees(d) | | | 10,074 | | | | 2,620,151 | | | | 87.0 | % | | | 260 | | | Other employees | | | 10,074 | | | | 2,620,151 | | | | 87.0 | % | | | 260 | | | | Total | | | 10,381 | | | | 3,010,011 | | | | 100 | % | | | 290 | | | Total | | | 10,381 | | | | 3,010,011 | | | | 100 | % | | | 290 | | 2011 Plan(b) | | Main executive officers(c) | | | 29 | | | | 184,900 | | | | 5.1 | % | | | 6,376 | | | | 2011 Plan(a) | | | Executive officers(b) | | | 29 | | | | 184,900 | | | | 5.1 | % | | | 6,376 | | Decision of the Board on September 14, 2011 | | Other executive officers | | | 274 | | | | 624,000 | | | | 17.1 | % | | | 2,277 | | | Other senior executives | | | 274 | | | | 624,000 | | | | 17.1 | % | | | 2,277 | | | | Other employees(d) | | | 9,658 | | | | 2,840,870 | | | | 77.8 | % | | | 294 | | | Other employees | | | 9,658 | | | | 2,840,870 | | | | 77.8 | % | | | 294 | | | | Total | | | 9,961 | | | | 3,649,770 | | | | 100 | % | | | 366 | | | Total | | | 9,961 | | | | 3,649,770 | | | | 100 | % | | | 366 | | 2012 Plan | | Main executive officers(c) | | | 33 | | | | 416,100 | | | | 9.7 | % | | | 12,609 | | | | 2012 Plan(a) | | | Executive officers(b) | | | 33 | | | | 416,100 | | | | 9.7 | % | | | 12,609 | | Decision of the Board on July 26, 2012 | | Other executive officers | | | 274 | | | | 873,000 | | | | 20.3 | % | | | 3,186 | | | Other senior executives | | | 274 | | | | 873,000 | | | | 20.3 | % | | | 3,186 | | | | | Other employees | | | 9,698 | | | | 3,006,830 | | | | 70.0 | % | | | 310 | | | | Other employees(d) | | | 9,698 | | | | 3,006,830 | | | | 70.0 | % | | | 310 | | | Total | | | 10,005 | | | | 4,295,930 | | | | 100 | % | | | 429 | | | | Total | | | 10,005 | | | | 4,295,930 | | | | 100 | % | | | 429 | | | | 2013 Plan | | Main executive officers(c) | | | 32 | | | | 422,600 | | | | 9.5 | % | | | 13,206 | | | Executive officers(b) | | | 32 | | | | 422,600 | | | | 9.5 | % | | | 13,206 | | Decision of the Board on July 25, 2013 | | Other executive officers | | | 277 | | | | 934,500 | | | | 20.9 | % | | | 3,374 | | | Other senior executives | | | 277 | | | | 934,500 | | | | 20.9 | % | | | 3,374 | | | | Other employees(d) | | | 9,625 | | | | 3,107,100 | | | | 69.6 | % | | | 323 | | | Other employees(c) | | | 9,625 | | | | 3,107,100 | | | | 69.6 | % | | | 323 | | | | Total | | | 9,934 | | | | 4,464,200 | | | | 100 | % | | | 449 | | | Total | | | 9,934 | | | | 4,464,200 | | | | 100 | % | | | 449 | | | 2014 Plan | | | Executive officers(b) | | | 32 | | | | 421,200 | | | | 9.4 | % | | | 13,163 | | Decision of the Board on July 29, 2014 | | | Other senior executives | | | 281 | | | | 975,300 | | | | 21.7 | % | | | 3,471 | | | | | Other employees(c) | | | 9,624 | | | | 3,089,800 | | | | 68.9 | % | | | 321 | | | | | Total | | | 9,937 | | | | 4,486,300 | | | | 100 | % | | | 451 | |
(a) | The number of notified performance shares shown in this table has not been adjusted to take into account the four-for-one stock split approved by the Shareholders’ Meeting on May 12, 2006.
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(b) | For the 2009, 2010, 2011 and 20112012 plans, the share acquisition rate ofderiving from the performance-related shares awardedROE performance condition was 100%. |
(c)(b) | Members of the Management Committee and the Treasurer such as ofdefined on the date of the Board meeting granting the performance shares. The executive directors were notformer Chairman and Chief Executive Officer was awarded any performance shares with the exceptionunder these plans only as of the 2011, 2012 and 2013 plans.2011. The Board of Directors of TOTAL S.A. decided to awardtherefore awarded Mr. de Margerie 16,000 performance shares under the 2011 plan, 53,000 performance shares under the 2012 plan, and 53,000 performance shares under the 2013 plan and 48,000 performance shares under the 2014 plan. The current Chief Executive Officer, who has held office as of October 22, 2014, was awarded performance shares in respect of his previous salaried duties. |
(d)(c) | Mr. Clément, an employee of Total Raffinage-Chimie (subsidiary of TOTAL S.A.) and director of TOTAL S.A. who represented employee shareholders until May 17, 2013, was awarded 240 performance shares under the 2010 plan, 240 shares under the 2011 plan and 260 shares under the 2012 plan. Mr. Keller, who is an employee of TOTAL S.A. and director of TOTAL S.A. who has representedrepresenting employee shareholders sinceas of May 17, 2013, was awarded 400 performance shares under the 2013 plan and 400 performance shares under the 2014 plan. Mr. Blanc, who is an employee of TOTAL S.A. and director of TOTAL S.A. representing employees as of November 4, 2014, was not awarded any shares under the 2014 plan.
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(e)(d) | Excluding shares granted under the 2010 global free share plan. |
| | | 20132014 Form 20-F TOTAL S.A. | | 115125 |
Item 6 - B. Compensation These performance shares, which were previously bought back by the Company on the market, are definitively awarded at the end of a2-year vesting period. ForIn the case of shares awarded as of July 25, 2013, plan, the vesting period has been extended to three years. ThisThe definitive grant of all performance shares is subject to a presencecontinued employment condition and a performance condition.condition (refer to Note 25 to the Consolidated Financial Statements). Moreover, the disposal of performance shares that have been definitively awarded cannot occur until the end of a2-year mandatory holding period.period 4.5.2. | – | | Historic overviewBreakdown of TOTAL performance share plans
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i. Past award of TOTAL performance shares–shares — Information on granted performance shares (AMF Table No. 10):
| | | 2009 Plan | | 2010 Plan | | 2011 Plan | | 2012 Plan | | 2013 Plan | | | 2010 Plan | | 2011 Plan | | 2012 Plan | | 2013 Plan | | 2014 Plan | | Date of the Shareholders’ Meeting | | | 05/16/2008 | | | | 05/16/2008 | | | | 05/13/2011 | | | | 05/13/2011 | | | | 05/13/2011 | | | | 05/16/2008 | | | | 05/13/2011 | | | | 05/13/2011 | | | | 05/13/2011 | | | | 05/16/2014 | | Date of Board meeting / grant date | | | 09/15/2009 | | | | 09/14/2010 | | | | 09/14/2011 | | | | 07/26/2012 | | | | 07/25/2013 | | | Date of Board meeting/grant date | | | | 09/14/2010 | | | | 09/14/2011 | | | | 07/26/2012 | | | | 07/25/2013 | | | | 07/29/2014 | | Closing price on grant date | | | €41.615 | | | | €39.425 | | | | €32.690 | | | | €36.120 | | | | €40.005 | | | | €39.425 | | | | €32.690 | | | | €36.120 | | | | €40.005 | | | | €52.220 | | Average repurchase price per share paid by the Company | | | €38.540 | | | | €39.110 | | | | €39.580 | | | | €38.810 | | | | €40.560 | | | | €39.110 | | | | €39.580 | | | | €38.810 | | | | €40.560 | | | | €48.320 | | Total number of performance shares awarded, including to: | | | 2,972,018 | | | | 3,010,011 | | | | 3,649,770 | | | | 4,295,930 | | | | 4,464,200 | | | | 3,010,011 | | | | 3,649,770 | | | | 4,295,930 | | | | 4,464,200 | | | | 4,486,300 | | – Executive and non executive directors(a) | | | — | | | | 240 | | | | 16,240 | | | | 53,260 | | | | 53,400 | | | Executive and non executive directors(a) | | | | 240 | | | | 16,240 | | | | 53,260 | | | | 53,400 | | | | 73,400 | | – T. Desmarest | | | | — | | | | — | | | | — | | | | — | | | | — | | – P. Pouyanné(b) | | | | 2,000 | | | | 7,000 | | | | 22,500 | | | | 22,500 | | | | 25,000 | | – C. de Margerie | | | — | | | | — | | | | 16,000 | | | | 53,000 | | | | 53,000 | | | | — | | | | 16,000 | | | | 53,000 | (c) | | | 53,000 | (d) | | | 48,000 | (d) | – M. Blanc | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | — | | – C. Keller | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 400 | | | | n/a | | | | n/a | | | | n/a | | | | 400 | | | | 400 | | – C. Clément | | | n/a | | | | 240 | | | | 240 | | | | 260 | | | | — | | | Start of the vesting period | | | 09/15/2009 | | | | 09/14/2010 | | | | 09/14/2011 | | | | 07/26/2012 | | | | 07/25/2013 | | | | 09/14/2010 | | | | 09/14/2011 | | | | 07/26/2012 | | | | 07/25/2013 | | | | 07/29/2014 | | Definitive grant date, subject to the conditions set out (end of the vesting period) | | | 09/16/2011 | | | | 09/15/2012 | | | | 09/15/2013 | | | | 07/27/2014 | | | | 07/26/2016 | | | | 09/15/2012 | | | | 09/15/2013 | | | | 07/27/2014 | | | | 07/26/2016 | | | | 07/30/2017 | | Disposal possible from (end of the mandatory holding period) | | | 09/16/2013 | | | | 09/15/2014 | | | | 09/15/2015 | | | | 07/27/2016 | | | | 07/26/2018 | | | | 09/15/2014 | | | | 09/15/2015 | | | | 07/27/2016 | | | | 07/26/2018 | | | | 07/30/2019 | | Number of performance shares: | | | | | | | | | | | | | | | | | | | | | – Outstanding as of January 1, 2013 | | | — | | | | — | | | | 3,605,806 | | | | 4,295,930 | | | | | – Notified in 2013 | | | — | | | | — | | | | — | | | | — | | | | 4,464,200 | | | – Canceled in 2013 | | | — | | | | — | | | | (14,970 | ) | | | (17,340 | ) | | | (3,810 | ) | | – Definitively awarded in 2013(b) | | | — | | | | — | | | | (3,590,836 | ) | | | (180 | ) | | | — | | | – Outstanding as of December 31, 2013 | | | — | | | | — | | | | — | | | | 4,278,410 | | | | 4,460,390 | | | – Outstanding as of January 1, 2014 | | | | — | | | | — | | | | 4,278,410 | | | | 4,460,390 | | | | — | | – Notified in 2014 | | | | — | | | | — | | | | — | | | | — | | | | 4,486,300 | | – Canceled in 2014 | | | | — | | | | — | | | | (43,320 | ) | | | (22,360 | ) | | | (11,270 | ) | Definitively granted in 2014(e) | | | | — | | | | — | | | | (4,235,090 | ) | | | (3,570 | ) | | | — | | Outstanding as of December 31, 2014 | | | | — | | | | — | | | | — | | | | 4,434,460 | | | | 4,475,030 | |
(a) | List of executive and non executive directors who had this status during the fiscal year 2013.2014. |
(b) | Shares granted in respect of his previous salaried duties. |
(c) | On expiry of the vesting period and in compliance with the performance conditions applied to the Chairman and Chief Executive Officer, 49,820 shares were definitively granted to Mr. de Margerie under the 2012 plan. |
(d) | Following the death of Mr. de Margerie, and pursuant to legal provisions, the former Chairman and Chief Executive Officer’s beneficiaries may request the grant of all the performance shares that had been awarded to him within a six-month period from the date of death. |
(e) | Definitive grants brought forward following the death of theirthe beneficiaries (2012 plan for fiscal year 2013).of shares under the 2013 plan. |
In case of a definitive grant of all the performance shares outstanding at December 31, 2013,2014, these shares would represent 0.36%0.37%(1)of the potential share capital of the Company on that date. ii. TOTAL global free share plan:plan
In addition to the restricted shares granted, onOn May 21, 2010 the Board of Directors decided to implement a global free share plan intended for all the Group’s employees,i.e., more than 100,000 employees. On June 30, 2010, rights to 25twenty-five free shares were granted to every employee.
The definitive grant iswas subject to a presence condition during the plan’s vesting period. Depending on the countriescountry in which the Group’s companies arewere located, the vesting period iswas either two years followed by a 2-year holding period in countries with a 2+2 structure, or four years without a holding period in countries with a 4+0 structure. Moreover, the granted shares arewere not subject to any performance condition. At the end of the vesting period, the granted shares will becomebecame new shares resulting from a TOTAL S.A. capital increase by capitalization of reserves or issue premiums. (1)(1) | Based on a potential capital of 2,403,907,7482,401,902,936 shares. |
| | | 116126 | | TOTAL S.A. Form 20-F 20132014 |
Item 6 - B. Compensation On July 2, 2012, theThe Chairman and Chief Executive Officer acknowledged on July 2, 2012 the creation and definitive grant of 1,366,950 shares to the beneficiaries designated beneficiaries at the end of the 2-year vesting period. The Chairman and Chief Executive Officer acknowledged on July 1, 2014 the creation and definitive grant of 666,575 shares to the beneficiaries designated at the end of the 4-year vesting period.
Past awards of TOTAL global free share plan: | | | 2010 Plan (2+2) | | 2010 Plan (4+0) | | Total | | | 2010 Plan (2 + 2) | | | 2010 Plan (4 + 0) | | | Total | | Date of the Shareholders’ Meeting | | | 05/16/2008 | | | | 05/16/2008 | | | | | | 05/16/2008 | | | | 05/16/2008 | | | | Date of Board meeting / grant date(a) | | | 06/30/2010 | | | | 06/30/2010 | | | | | Date of Board meeting/grant date(a) | | | | 06/30/2010 | | | | 06/30/2010 | | | | Total number of shares awarded, including to: | | | 1,506,575 | | | | 1,070,650 | | | | 2,577,225 | | | | 1,506,575 | | | | 1,070,650 | | | | 2,577,225 | | – Executive and non executive directors(b) | | | 50 | | | | — | | | | 50 | | | Executive and non executive directors(b) | | | | 75 | | | | — | | | | 75 | | – P. Pouyanné | | | | 25 | | | | — | | | | 25 | | – M. Blanc | | | | 25 | | | | — | | | | 25 | | – C. Keller | | | 25 | | | | — | | | | 25 | | | | 25 | | | | | | 25 | | – C. Clément | | | 25 | | | | — | | | | 25 | | | Definitive grant date (end of the vesting period) | | | 07/01/2012 | | | | 07/01/2014 | | | | | | 07/01/2012 | | | | 07/01/2014 | | | | Disposal possible from | | | 07/01/2014 | | | | 07/01/2014 | | | | | | 07/01/2014 | | | | 07/01/2014 | | | | Number of restricted shares | | | | | | | | | Outstanding as of January 1, 2011 | | | 1,508,650 | | | | 1,070,575 | | | | 2,579,225 | | | Notified | | | — | | | | — | | | | — | | | Canceled | | | (29,175 | ) | | | (54,625 | ) | | | (83,800 | ) | | Definitively granted | | | (475 | ) | | | (425 | ) | | | (900 | ) | | Outstanding as of January 1, 2012 | | | 1,479,000 | | | | 1,015,525 | | | | 2,494,525 | | | | 1,479,000 | | | | 1,015,525 | | | | 2,494,525 | | Notified | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Canceled | | | (111,725 | ) | | | (40,275 | ) | | | (152,000 | ) | | | (111,725 | ) | | | (40,275 | ) | | | (152,000 | ) | Definitively granted(c) | | | (1,367,275 | ) | | | (350 | ) | | | (1,367,625 | ) | | | (1,367,275 | ) | | | (350 | ) | | | (1,367,625 | ) | Outstanding as of January 1, 2013 | | | — | | | | 974,900 | | | | 974,900 | | | | — | | | | 974,900 | | | | 974,900 | | Notified | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Canceled | | | 100 | | | | (101,150 | ) | | | (101,050 | ) | | | 100 | | | | (101,150 | ) | | | (101,050 | ) | Definitively granted | | | (100 | ) | | | (275 | ) | | | (375 | ) | | | (100 | ) | | | (275 | ) | | | (375 | ) | Outstanding as of December 31, 2013 | | | — | | | | 873,475 | | | | 873,475 | | | Outstanding as of January 1, 2014 | | | | — | | | | 873,475 | | | | 873,475 | | Notified | | | | — | | | | — | | | | — | | Canceled | | | | — | | | | (206,225 | ) | | | (206,225 | ) | Definitively granted(d) | | | | — | | | | (667,250 | ) | | | (667,250 | ) | Outstanding as of December 31, 2014 | | | | — | | | | — | | | | — | |
(a) | The June 30, 2010, grant was approved by the Board of Directors on May 21, 2010. |
(b) | List of executive and non executive directors who had this status during the fiscal year 2013.2014. |
(c) | Definitive grant on July 2, 2012, of 1,366,950 shares to the designated beneficiaries at the end of the 2-year vesting period. |
(d) | Definitive grant on July 1, 2014, of 666,575 shares to the designated beneficiaries at the end of the 4-year vesting period. |
In case of a definitive grant of all the restrictedNo shares outstanding atremained available to be granted as of December 31, 2013, these shares would represent 0.036%(1) of the potential share capital of the Company on that date.2014.
4.5.3. | – | | Performance share grants to the ten employees (other than executive and non executive directors) receiving the largest number of performance shares |
| | | | | | | | | | | | | | | | | | | Number of performance shares notified/definitively awarded | | | Grant date | | | Definitive grant date (end of the vesting period) | | | Availability date (end of holding period) | | Performance share grants approved by the Board of Directors at its meeting on July 25, 201329, 2014 to the ten TOTAL S.A. employees (other than executive and non executive directors)directors on the date of this decision) receiving the largest number of performance shares(a)(b) | | | 193,100200,000 | | | | 07/25/201329/2014 | | | | 07/26/201630/2017 | | | | 07/26/201830/2019 | | Performance shares definitively awarded in 2013,fiscal year 2014, under the performance share grant plan approved by the Board of Directors on September 14, 2011,July 26, 2012, to the ten TOTAL S.A. employees (who were not executive and non executive directors at the time of the approval)this decision) receiving the largest number of performance shares(b)(c) | | | 84,500187,800 | | | | 09/14/201107/26/2012 | | | | 09/15/201307/27/2014 | | | | 09/15/201507/27/2016 | |
(a) | These shares will be definitively awarded at the end of a 3-year vesting period, i.e., on July 26, 2016,30, 2017, subject to a performance condition being met.met (refer to “—4.3.2. Performance share plan”, above). Moreover, the disposal of shares that have been definitively awarded cannot occur until the end of a 2-year holding period, i.e., from July 26, 2018.30, 2019. |
(b) | Mr. Pouyanné, Chief Executive Officer since October 22, 2014, is among the ten TOTAL S.A. employees (other than executive and non executive directors) receiving the largest number of performance shares. |
(c) | This definitive grant iswas subject to a performance condition.condition (refer to Note 25 to the Consolidated Financial Statements). The acquisition rate of the performance-related shares awarded was 100%. Moreover, the disposal of shares that have been definitively awarded cannot occur until the end of a 2-year holding period, i.e., from September 15, 2015.July 27, 2016. |
(1) | Based on a potential capital of 2,403,907,748 shares.
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| | | 20132014 Form 20-F TOTAL S.A. | | 117127 |
Item 6 - C. Board Practices and Corporate Governance C. BOARD PRACTICES AND CORPORATE GOVERNANCE 1. | Corporate Governance Code |
For several years, TOTAL has been actively examining corporate governance matters. At its meeting on November 4, 2008, the Board of Directors confirmed its decision to refer to the Corporate Governance Code for Listed Companies published by the principal French business confederations, the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France (MEDEF) (“AFEP-MEDEF Code”) for corporate governance matters. The AFEP-MEDEF Code is available on the Internet websites of the MEDEF and AFEP. The AFEP-MEDEF Code was revised in June 2013 to introduce new changes regarding, in particular, a consultation procedure in which shareholders can express an opinion on the individual compensation of the executive directors (dirigeants mandataires sociaux) (say on pay), as well as the establishment of a High Committee for corporate governance, an independent structure in charge of monitoring implementation of the Code. Pursuant to Article L. 225-37 of the French Commercial Code, the following table sets forth the recommendations made in the AFEP-MEDEF Code that the Company has not followed and the reasons for such decision. | | | Recommendations not followed | | Explanations — Practice followed by TOTAL | Director independence criteria (paragraph 9 of the Code)
Criteria to be examined for a director to be considered as independent:
• Has not been a director of the Company for more than twelve years.
| | In assessing the independence of four directors, the Board has disregarded the criterion of a maximum term of office of twelve years. The Board was of the opinion that this criterion had no relevance given, on the one hand, the specific characteristics of the oil and gas sector, which relies on long-term investment cycles on one hand, and, on the other hand, the objectivity that these four directors have demonstrated in the Board’s activity on the other hand. In addition, it deemed that the experience acquired on the Board by these four directors strengthened their freedom of speech and their independence of judgment and, therefore, benefited the Group. The Board also noted that the criterion related to the length of term of office was not one of the independence criteria required by the New York Stock Exchange (NYSE).See “— Directors and Senior Management — Director independence”, above.
| The Board’sDirectors’ assessment (paragraph 10.4 of the Code)
It is recommended that non-executive directors meet periodically without the participation of the executive or “in house” directors. The rules of procedure of the Board of Directors should provide for one meeting of this kind per year, during which the performance of the Chairman, the Chief Executive Officer and the Deputy Chief Executive Officer(s) would be evaluated, and which would be an opportunity to reflect periodically on the future of the Company’s management. | | Although the rules of procedure of the Board of Directors do not expressly provide that one meeting of the non-executive directors be held per year without the participation of the executive or “in house” directors, the Board of Directors’ practice constitutes a mechanism whichthat has the same effect as the recommendation made in the AFEP-MEDEF Code. At In fact, at its meeting held each year in February, the Board of Directors indeed evaluates the performances of the Chairman and Chief Executive Officer and, where applicable, reflects on the future of the Company’s management. When these particular matters are reviewed, the Chairman and Chief Executive Officer (who is not a director) as well as the members of the Executive Committee present at the meeting (that(who are not executive and non-executive directors), leave the Board meeting. The Honorary Chairman then serves as Chairman of the Board with regard to these matters.
| Grant of performance shares (paragraph 23.2.4Compensation Committee (point 18.1 of the Code)
In accordanceThis committee must be chaired by an independent director.
| | The Chairman of the Compensation Committee is Mr. Pébereau. Mr. Pébereau has exercised his duties as director at TOTAL for more than twelve years and has not requested the renewal of his directorship at the Shareholders’ Meeting of May 29, 2015. After the Shareholders’ Meeting of May 29, 2015, the Compensation Committee will consist of Ms. Coisne-Roquette and Messrs. Brock and Artus, all three being independent directors. | Compensation Committee (point 18.1 of the Code) It is recommended that one member of the Committee should be an employee director. | | The Board of Directors considers it to be desirable that new directors should, after a sufficient period, sit on a committee in order to familiarize themselves with terms determined bythe functioning of the Board and announced upon the award, the performance shares awarded to executive directors are conditional upon the acquisition of a defined quantity of shares once the awarded shares are available. | | Given the share holding requirementsso that the Board of Directors impose on the executive directors whereby such directors must holdis able to form a number of shares of the Company equivalent in value to two years of the fixed portionpreliminary appraisal of their annual compensation, and given the number of TOTAL shares and shares of the “Total Actionnariat France” collective investment fund (invested exclusively in TOTAL shares) effectively held by the Chairman and Chief Executive Officer(1), the Board of Directors, upon the Compensation Committee’s proposal, deemed that it was not necessary, at the time of grant, to make the performance shares awardedpotential contribution to the Chairman and Chief Executive Officer subject to the purchase of a quantity of shares at the time of availability of the performance shares. The share holding requirements to which the Chairman and Chief Executive Officer is subject constitute a mechanism that has the same effect as the recommendation made in the AFEP-MEDEF Code.various committees.
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(1) | As of December 31, 2013, Mr. de Margerie held 121,556 shares of TOTAL, including 16,000 performance shares that had been definitively granted to him on September 15, 2013 within the scope of the performance share plan dated September 14, 2011, as well as 65,242 shares of the “Total Actionnariat France” collective investment fund.
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| | | 118 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Corporate Governance
| | | Recommendations not followed | | Explanations — Practice followed by TOTAL | AdditionalSupplementary pension schemes (paragraphplan (point 23.2.6 of the Code)
Supplementary pension schemes with defined benefits must be subject to the condition that the beneficiary must be a director or employee of the companyCompany when claiming his or her pension rights pursuant to the applicable rules. | | It appeared justified not to deprive the concerned beneficiaries of the benefit of the pension commitments made by the Company in special cases of the disability or departure of a beneficiary over 55 years of age at the initiative of the Group. |
Board of Directors practices
On May 21, 2010, the Board of Directors decided to reunify the positions of Chairman and Chief Executive Officer and appoint the Chief Executive Officer as Chairman of the Board. This decision was made further to the work done by the Governance & Ethics Committee (formerly the Nominating & Governance Committee) and in the best interests of the Company, taking into account the advantage of the unified management and the majority of independent directors appointed at the Committees, which ensures balanced authority.
The Board of Directors deemed that the unified management form was the most appropriate to the Group’s organization, modus operandi and business, and the specificities of the oil and gas sector. It respects the respective prerogatives of the various Company corporate bodies (Shareholders’ Meeting, Board of Directors, general management).
It was confirmed during the Board of Directors’ meeting held on May 11, 2012, at which Mr. Christophe de Margerie was reappointed as Chairman and Chief Executive Officer.
Moreover, the Company bylaws and the respective rules of procedure of the Board of Directors and its Committees provide the guarantees required to implement best governance practices within a unified management framework. In particular, the bylaws allow the Board to nominate one or two Vice-Chairmen. They also state that the Board of Directors can be summoned by any means, even verbally, or at short notice in the event of an emergency, by the Chairman, a Vice-Chairman, or one-third of the members, at any time and whenever the Company’s interest so requires. The rules of procedure of the Board of Directors also state that each director is required to inform the Board of Directors of any conflicts of interest, actual or potential, with the Company or with any other company in the Group, and to abstain from voting on the resolution in question, and even to refrain from taking part in the debate preceding the vote.
In addition, the current composition of the Board of Directors and its Committees ensures a balance of power within the Company’s bodies given the high proportion of independent directors serving on the Board and Committees, the full involvement of the directors in the activity of the Board and its Committees, and the diversity of their profiles, skills and expertise.
• | | Performance and evaluation
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At its meeting on February 12, 2013, the Board of Directors discussed its practices on the basis of a formal evaluation
organized by an external consultant. This evaluation was carried out in the form of interviews conducted by the external consultant with each Director based on a detailed questionnaire.
The evaluation showed that the Directors were satisfied with the workings of the Board of Directors and its Committees and that the Directors noted an improvement. Suggestions for progress were made in the conclusions of the report. At the recommendation of the Governance & Ethics Committee (then the Nominating & Governance Committee), the Board of Directors approved the proposed guidelines, which mainly entail increasing the number of Strategic Committee meetings and holding a Board meeting at an industrial site.
At its meeting on February 11, 2014, the Board of Directors discussed its practices on the basis of a formal evaluation carried out by means of a detailed questionnaire to which all the Directors responded. The responses given by the Directors were then presented to the Governance & Ethics Committee for review and summarized. This summary was then discussed by the Board of Directors. This process made it possible to confirm each Director’s good contribution to the work of the Board and its Committees.
The formal evaluation showed a generally positive opinion of the practices of the Board of Directors and the Committees, which highlighted that the improvements requested by the Directors in 2013 had been generally made. To continue the improvement of its functioning, the Board took into account the main suggestions made by the Directors in the 2014 self-assesment, which mainly concerned a review at the outset of the meeting of the major points (e.g., financial statements, large-scale investments and divestments projects) and a presentation of new topics at the meetings of the Strategic Committee (e.g., monitoring of significant development projects, analysis of major risks that may affect the strategy of the Group).
Rules of procedure of the Board of Directors |
At its meeting on February 13, 2007, the Board of Directors adopted rules of procedure to replace the existing Directors’ Charter. The Board’s rules of procedure specify the obligations of each director and set forth the mission and working procedures of the Board of Directors. They also define the respective responsibilities and authority of the Chairman and the Chief Executive Officer. They are reviewed on a regular basis to match the changes in rules and practices related to governance. Thus, in 2014, changes were made to include, in particular, new provisions relating to information of the Board of Directors in the event of new directorships being assumed by the directors or modifications being made to existing directorships, together with a reminder of the obligations of confidentiality inherent to the work of the Board. The unabridged version of these rules of procedure is available herein in its latest version dated October 30, 2012:28, 2014.
| | | 2013128 | | TOTAL S.A. Form 20-F TOTAL S.A. | | 1192014 |
Item 6 - C. Board Practices and Corporate Governance The Board of Directors of TOTAL S.A.(1)approved the rules of procedure. I.1. | Mission of the Board of Directors:The mission of the Board of Directors is to determine the strategic direction of the Company and supervise the implementation of this vision. With the exception of the powers and authority expressly reserved for shareholders and within the limits of the Company’s legal purpose, the Board may address any issue related to the operation of the Company and take any decision concerning the matters falling within its purview. Within this framework, the Board’s duties and responsibilities include, but are not limited to, the following:ROLE OF THE BOARD OF DIRECTORS |
The Board of Directors is a collegial body that determines the strategic direction of the Company and supervises the implementation of this vision. With the exception of the powers and authority expressly reserved for shareholders and within the limits of the Company’s legal purpose, the Board may address any issue related to the Company’s operation and make any decision concerning the matters falling within its purview. Within this framework, the Board’s duties and responsibilities include, but are not limited to, the following: | o• | | appointing the executive directors(2)and supervising the handling of their responsibilities; |
| o | | defining the Company’s strategic orientation and, more generally, that of the Group;
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| o | | approving investments or divestments under study by the Group that concern amounts greater than 3% of shareholders’ equity;
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| o | | reviewing information on significant events related to the Company’s affairs, in particular for investments or divestments that are greater than 1% of shareholders’ equity;
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| o | | conducting audits and investigations as it may deem appropriate. The Board, with the assistance of the Audit Committee where appropriate, ensures that:
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defining the proper definitionCompany’s strategic orientation and, more generally, that of authority within the Company and the proper exercise of duties and responsibilitiesGroup; approving investments or divestments being considered by the Group that exceed 3% of shareholders’ equity; reviewing information on significant events related to the Company’s operations, in particular for investments and divestments involving amounts exceeding 1% of shareholders’ equity; conducting any audits and investigations it deems appropriate. In particular, the Board, with the assistance of the Audit Committee, ensures that: authority has been properly defined and that the various corporate bodies of the Company are in place;make proper use of their powers and responsibilities; no individual is authorized to contract on behalf of the Company or to commit to pay or to make payments, on behalf of the Company, without proper supervision and control; the internal control function operates properly and that the statutory auditors are able to conductperform their audits under appropriate circumstances;mission satisfactorily; and the committees it has created duly perform their responsibilities; | o | | monitoring the quality of the information provided to the shareholders and the financial markets through the financial statements that it approves and the annual reports, or when major transactions are conducted;
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| o | | convening and setting the agenda for Shareholders’ Meetings or meetings of bond holders;
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| o | | preparing, for each year, a list of the directors it deems to be independent under generally recognized corporate governance criteria.
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ensuring the quality of the information provided to shareholders and financial markets through the financial statements that it approves and as well as the annual reports, or when major transactions are conducted; convening and setting the agenda for Shareholders’ Meetings or meetings of bond holders; and preparing on an annual basis the list of directors it deems to be independent according to generally accepted corporate governance criteria. II.2. | Obligations of the Directors ofOBLIGATIONS OF THE DIRECTORS OF TOTAL S.A.:Before accepting a directorship, every candidate receives a copy of TOTAL S.A.’s bylaws and these rules of procedure. He ensures that he has broad knowledge of the general and particular commitments related to his duty, especially the laws and regulations governing directorships in French limited liability companies (société anonyme) whose shares are listed in one or several regulated markets. |
Before accepting a directorship, all candidates receive a copy of TOTAL S.A.’s bylaws and these rules of procedure. They must ensure that they have broad knowledge of the general and particular obligations related to their duty, especially the laws and regulations governing directorships in French limited liability companies (sociétés anonymes) whose shares are listed in one or several regulated markets. They must also ensure that they are familiar with the guidelines set out in the Code of Corporate Governance to which the Company refers. Accepting a directorship involves upholdingcreates an obligation to comply with applicable regulations relating in particular to the Directors’functioning of the Board of Directors, and with the ethical rules of professional conduct for directors as described in the Code of Corporate Governance to which the Company refers. It also involves upholding thecreates an obligation to comply with these rules of procedure and to uphold the Group’s values as described in its Code of Conduct. When directors participate in and vote at meetings of the Board meetings,of Directors, they are required to represent all of the Company’s shareholders and to act in the interest of the shareholders and the Company as a whole. 2.1. | oINDEPENDENCE OF JUDGMENT | | |
Independence of judgment: Directors undertake under any circumstance, to maintain, in all circumstances, the independence of their analysis, judgment, decision-making and actions as well as not to be unduly influenced, directly or indirectly, by other directors, particular groups of shareholders, creditors, suppliers or, indirectly, by other directors, particular groups of shareholders, creditors, suppliers and, more generally, any third party.
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| o | | Participation in the Board’s work: Directors undertake to devote the amount of time required to consider the information they are given and otherwise prepare for meetings of the Board and of the committees on which they sit. Directors may request any additional information that they feel is necessary or useful from the executive directors. Directors, if they consider it necessary, may request training on the Company’s specificities, businesses and activities, and any other training that is of use in the exercise of their duties as Directors.
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Directors attend all Board meetings and all committees or Shareholders’ Meetings, unless they have previously contacted the Chairman of the Board to inform him of scheduling conflicts.
Files reviewed at each meeting of the Board as well as the information collected before or during the meetings are confidential. Directors cannot use them for or share them with a third party whatever the reason. Directors take any necessary measures to keep them confidential. Confidentiality and privacy are lifted when such information is made publicly available by the Company.
The Chairman of the Board makes sure that the Company provides the directors with the relevant information, including criticisms, in particular financial statement reports and press releases, and the main press articles about the Company.
2.2. | o | | Duty of loyalty: Directors cannot take advantage of their office or duties to ensure, for themselves or a third party, any monetary or non-monetary benefit. OTHER DIRECTORSHIPS OR FUNCTIONS |
TheyDirectors must keep the Board of Directors informed of any position they hold on the management team, board of directors or supervisory board of any other company, whether French or foreign, listed or unlisted. This includes any positions as a non-voting member of a board. To this end, directors expressly undertake to promptly notify the Board of Directors of any potential conflictschanges to the positions held, for any reason, whether appointment, resignation, termination or non-renewal.
2.3. | PARTICIPATION IN THE BOARD’S WORK |
Directors undertake to devote the amount of interest withtime required to duly consider the information they are given and otherwise prepare for meetings of the Board of Directors and of the committees of the Board of Directors on which they sit. They may request from the executive directors any additional information they deem necessary or useful to their duties. If they consider it necessary, they may request training on the Company’s specificities, businesses and industry sector, and any other training that may be of use to the effective exercise of their duties as directors. Unless unable, in which case the Chairman of the Board shall be provided advance notice, directors are to attend all meetings of the Board of Directors, meetings of committees of the Board of Directors on which they serve and Shareholders’ Meetings. The Chairman of the Board ensures that directors receive all relevant information concerning the Company, or any other companyincluding that of a negative nature, particularly analyst reports, press releases and the Group. They refrain from participating in the vote relating to the corresponding resolution or even to the debate preceding the vote.most important media articles. (1) | TOTAL S.A. is referred to in the rules of procedure as the “Company” and collectively with all its direct and indirect subsidiaries as the “Group”. |
(2)(2) | “Executive directors” meansThe term “executive director” refers to: the Chairman and Chief Executive Officer, if the Chairman of the Board of Directors is also responsible for the Chief Executive Officer of the Company, and otherwiseCompany’s overall management; the Chairman of the Board of Directors and the Chief Executive Officer, as well as,if the two roles are carried out separately; and, where applicable, any Deputy Chief Executive Officer, basedOfficers or Chief Operating Officers, depending on the organizationorganizational structure adopted by the Board of Directors.
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| | | 1202014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013129 |
Item 6 - C. Board Practices and Corporate Governance Directors and any other person who attends all or part of any meeting of the Board of Directors or its committees are under the strict obligation not to disclose any details of the proceedings. All documents reviewed at meetings of the Board of Directors, as well as information conveyed prior to or during the meetings, are strictly confidential. With respect to all non-public information acquired during the exercise of their functions, directors are bound by professional secrecy not to divulge such information to employees of the Group or to outside parties. This obligation goes beyond the mere duty of discretion provided for by law. Directors must not use confidential information obtained prior to or during meetings for their own personal benefit or for the benefit of anyone else, for whatever reason. They must take all necessary steps to ensure that the information remains confidential. Confidentiality and privacy are lifted when such information is made publicly available by the Company. Directors must not take advantage of their office or duties to gain, for themselves or a third party, any monetary or non-monetary benefit. They must notify the Board of Directors of any existing or potential conflict of interest with the Company or any Group company, and they must refrain from participating in the vote relating to the corresponding resolution as well as in any discussion preceding such vote. Directors must inform the Board of Directors of their entering into aparticipation in any transaction that directly involves directly the Company, or any otherGroup company, of the Group before such transaction is closed.finalized. Directors cannot take any responsibility in amust not assume personal capacityresponsibilities in companies or businesses that are competinghaving activities in competition with those of the Company or any otherGroup company without first having informed the Board of the Group without previously informing the Board.Directors. Directors are committedundertake not to seek or accept directly or indirectly from the Company, or from companies directly or indirectly connected to the Company, any other company of the Group benefits that mayadvantages liable to be considered as compromisingbeing of a nature that may compromise their independence. 2.6. | o | | Duty of expression: Directors are committed to clearly expressing their opposition if they deem that a decision made by the Board of Directors is contrary to the Company’s corporate interest and should strive to convince the Board of the relevancy of their position. DUTY OF EXPRESSION |
Directors undertake to clearly express their opposition if they deem a decision being considered by the Board of Directors is contrary to the Company’s corporate interest and they must endeavor to convince the Board of Directors of the pertinence of their position. 2.7. | o | | Transactions in the Company’s securities and stock exchange rules: While in office, directors are required to hold the minimum number of registered shares of the Company as set by the bylaws. TRANSACTIONS IN THE COMPANY’S SECURITIES AND STOCK EXCHANGE RULES |
In general,While in office, directors are required to hold the minimum number of registered shares of the Company as set by the bylaws.
Generally speaking, directors must act with the highest degree of prudence and vigilance when completing any personal transaction involving the financial instruments of the Company, its subsidiaries andor affiliates whichthat are listed or that issue listed financial instruments. To this purpose,that end, directors act in compliancemust comply with the following procedures:requirements: | 1. | Any shares or ADRs of TOTAL S.A. or its listed subsidiaries are to be held in registered form, either with the Company or its agent, or as administered registered shares with a French broker (or North American broker for ADRs), whose contact details are communicated by the director to the Secretary of the Board of Directors. |
| 2. | Directors shall refrain from directly or indirectly engaging in (or recommending engagement in) transactions involving the financial instruments (shares, ADRs or any other securities related to such financial instruments) of the Company or its listed subsidiaries, or any listed financial instruments for which the director has insider information. |
Any shares and ADRs of TOTAL S.A. and its publicly-traded subsidiaries are to be held in registered form, either with the Company or its agent, or administered registered shares with a French broker (or U.S. broker for ADRs) whose contact details are communicated to the Board’s Secretary by the director.
Directors refrain from directly or indirectly completing (or recommending the completion of) any transaction involving the financial instruments (shares, ADRs or any other financial instruments related to such financial instruments) of the Company, its publicly-traded subsidiaries or affiliates or listed financial instruments for which the director has inside information.
InsideInsider information is specific information whichthat has not yet been made public and whichthat directly or indirectly concerns one or more issuers of financial instruments or one or more financial instruments and which, if it were made public, could have a significant impact on the price of the financial instruments concerned or on the price of financial instruments related to them.
Any transaction on the Company’s financial instruments (share, ADR or related financial instruments) is strictly prohibited on the day when the Company discloses its periodic earnings (quarterly, interim and annual) as well as the thirty calendar days preceding such date.
Moreover, directors comply, where applicable, with the provisions of Article L. 225-197-1 of the French Commercial Code, which stipulates that free shares may not be sold:
| 3. | Any transaction in the Company’s financial instruments (shares, ADRs or related financial instruments) is strictly prohibited during the thirty calendar days preceding the publication by the Company of its periodic results (quarterly, half-year or annual) as well as on the day of any such announcement. |
| 4. | Moreover, directors shall comply, where applicable, with the provisions of Article L. 225-197-1 of the French Commercial Code, which stipulates that free shares may not be sold: |
| – | | during the ten trading days preceding and the three trading days following the date on which the consolidated financial statements or, failing that, the annual financial statements, are made public; and |
| – | | during the period betweenfrom the date on which the Company’s corporate bodies have knowledgebecome aware of information which,that, if it were made public, could have a significant impact on the Company’s share price, ofuntil ten trading days after such information is made public. |
| 5. | Directors are prohibited from carrying out transactions on any financial instruments related to the Company’s share (Paris option market (MONEP), warrants exchangeable bonds, etc.) and from buying on margin or short selling such financial instruments. |
| 6. | Directors are also prohibited from hedging the shares of the Company and ten trading days following the date on which such information is made public. |
Directors are prohibited from carrying out any transaction on financial instruments related to the Company’s share (Paris option market (MONEP), warrants, exchangeable bonds, etc.) and from buying on margin or short selling such financial instruments.
Directors are also prohibited from hedging the shares of the Company and any financial instruments related to them, and in particular:
| – | all shares of the Company which they hold, and, where applicable, |
| – | | Company shares that they hold; |
and, where applicable, | – | | Company share subscription or purchase options,options; |
| – | | rights to theCompany shares of the company whichthat may be awarded free of charge,charge; and |
| – | | Company shares of the Companyobtained from the exercise of options or granted free of charge. |
Directors make all necessary arrangements to declare to the French Financial Markets Authority (Autorité des marchés financiers) and inform the Board’s secretary, under the form and timeframe provided for by applicable laws, of any transaction on the company’s securities entered into by himself or any other individual with whom he is closely related.
III. | Workings | | 130 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - C. Board Practices and Corporate Governance | 7. | Directors must make all necessary arrangements to declare, pursuant to the form and timeframe provided by applicable law, to the French securities regulator (Autorité des marchés financiers), as well as to the Secretary of the Board of Directors: The Board of Directors, meets at least four times a year and as often as circumstances may require. Before each meeting ofany transaction involving the Board, the agenda is sent outCompany’s securities conducted by themselves or by any other person to directors and, whenever possible, it is sent together with the documents thatwhom they are necessary to consider.closely related. |
| 3. | FUNCTIONING OF THE BOARD OF DIRECTORS | |
The Board of Directors can delegate their authoritymeets at least four times a year and whenever circumstances require. Prior to each Board meeting, the directors receive the agenda and, whenever possible, all other materials necessary to consider for the session. Directors may be represented by another director at the meetingsa meeting of the Board, within the limit ofprovided that no director holds more than one delegation per director per meeting. Each director may represent only one of his/her colleagues during the same Boardproxy at any single meeting. Whenever authorized by the law, those directors attending the meeting of theare considered present for quorum and majority purposes who attend Board viameetings through video conference (in complianceconferencing or other audiovisual means that are compliant with the technical requirements set by applicable regulations) are considered present for the calculation of the quorum and majority.regulations. The Board of Directors allocates annual directors’ fees to, and may allocate additional directors’ fees to, directors who participate on specialized committees within the total amount establishedauthorized by the Annual Shareholders’ Meeting. Compensation includes a fixed portion and a variable portion that takes into account each directors’ actual participation in the work of the Board of Directors and its committees. The executive directorsChief Executive Officer or, if the functions are combined, the Chairman and Chief Executive Officer does not awarded directors’receive any director’s fees for theirhis participation in the work onof the Board and Committees.its committees. | 3.3. | | 2013 Form 20-F TOTAL S.A.SECRETARY OF THE BOARD OF DIRECTORS | | 121 |
Item 6 - Corporate Governance
The Board of Directors, based on the recommendation of its Chairman, appoints a Secretary. Every memberSecretary who assists the Chairman in organizing the Board’s activities, and particularly in preparing the annual work program and the schedule of Board meetings. The Secretary drafts the minutes of Board meetings, which are then submitted to the Board for approval. The Secretary is authorized to dispatch Board meeting minutes and to certify copies and excerpts of the Board of Directors can refer to the Secretary and benefit from his assistance. minutes. The Secretary is responsible for all procedures pertaining to the working proceduresfunctioning of the Board of Directors. TheThese procedures are reviewed periodically by the Board. All Board shall review such procedures periodically.members may ask the Secretary for information or assistance. | 3.4. | EVALUATION OF THE FUNCTIONNING OF THE BOARD | |
The Board conducts,evaluates its functioning at regular intervals not to exceedexceeding three years, an assessment of its practices. Such assessmentyears. The evaluation is carried out possiblywith the assistance of an outside consultant and, where appropriate, under the supervision of an independent director with the contribution of an outside counsel. In addition, thedirector. The Board of Directors also conducts an annual discussionreview of its methods.practices. | IV.4. | Responsibility and authority of the Chairman:The Chairman represents the Board, and, except under exceptional circumstances, is the sole member authorized to act and speak on behalf of the Board.ROLE AND AUTHORITY OF THE CHAIRMAN | |
He is responsible for organizingThe Chairman represents the Board of Directors and, presiding over the Board’s activitiesexcept under exceptional circumstances, has sole authority to act and monitors corporate bodies to ensure that they are functioning effectively and respecting corporate governance principles. He coordinates the activityspeak on behalf of the Board of Directors.
The Chairman organizes and oversees the work of the Board of Directors and ensures that the Company’s corporate bodies operate effectively and in compliance with good governance principles. The Chairman coordinates the work of the Board of Directors and its committees. He setsThe Chairman establishes the agenda for theeach Board meeting, by including the issues proposeditems suggested by the Chief Executive Officer. HeThe Chairman ensures that directors havereceive, in due coursea timely manner and in a clear and appropriate format, the information that is necessarythey need to effectively carry out their duties.
He is responsible,In liaison with the Group’s general management, the Chairman is responsible for maintaining relations between the Board of Directors and the Company’s shareholders. HeThe Chairman monitors the quality of the information disclosed by the Company.
In close cooperation with the Group’s general management, hethe Chairman may represent the GroupCompany in high-level discussions with government authorities and the Group’s importantmajor partners, on both at a national and international level. HeThe Chairman is regularly informed by the Chief Executive Officer of significant events and situations that are important forrelating to the Group, relatingparticularly with regard to the strategy, organization, monthly financial reporting, major investment and divestment projects and majorkey financial operations. Hetransactions. The Chairman may request thatask the Chief Executive Officer or other senior executives of the Company, officers, provided that the Chief Executive Officer is informed, provideto supply any useful information forthat may help the Board or its committees to carry out their duties.
HeThe Chairman may meet with the statutory auditors in order to prepare the work of the Board of Directors and the Audit Committee.
HeEvery year, the Chairman presents every year in a report to the Annual Shareholders’ Meeting on the conditions surroundingdescribing the preparation and organization of the Board’sBoard of Directors’ work, the potentialany limits set by the Board of Directors concerning the powers of the Chief Executive Officer, and the internal control procedures implemented by the Company. ForTo this purpose, he receivesend, the Chairman obtains the necessary information from the Chief Executive Officer the relevant information.Officer.
| V.5. | Authority of the Chief Executive Officer:The Chief Executive Officer is responsible for the general management of the Company. He chairs the Group’s Executive Committee and Management Committee. Subject to the Company’s corporate governance rules and in particular the rules of procedure of the Board of Directors, he has the full extent of authority to act on behalf of the Company in all instances, with the exception of actions that are, by law, reserved to the Board of Directors or to Shareholders’ meetings.AUTHORITY OF THE CHIEF EXECUTIVE OFFICER | |
The Chief Executive Officer is responsible for periodic reportingthe Company’s overall management and chairs the Group’s Executive Committee and Management Committee. The Chief Executive Officer is vested with the broadest powers to act on behalf of the Company in all circumstances, subject to the powers that are, by law, restricted to the Board of Directors and to the Annual Shareholders’ Meeting, as well as to the Company’s corporate governance rules and in particular these rules of procedure of the Board of Directors. The Chief Executive Officer is responsible for presenting the Group’s results and outlookprospects to shareholders and the financial community.community on a regular basis. | | | 2014 Form 20-F TOTAL S.A. | | 131 |
Item 6 - C. Board Practices and Corporate Governance At each meeting of the Board of Directors, the Chief Executive Officer reports the highlightspresents an overview of the Group’s activity.significant Group events. | VI.6. | Committees of the Board of Directors:The Board of Directors approved the creation of:BOARD COMMITTEES | |
The Board of Directors approved the creation of: | o– | | a Nominating & Governance and Ethics Committee; | |
| o– | | a Compensation Committee; and | |
| o– | | a Strategic Committee. | |
The missionsroles and composition of these committeeseach committee are definedset forth in their relevantrespective rules of procedure, which have been approved by the Board of Directors. The Committees carry outcommittees perform their dutyduties under the authority and for and report tothe benefit of the Board of Directors. Each committee reports on its activities to the Board of Directors. 3. | Committees of the Board of Directors |
The Committees of the Board of Directors are: the Audit Committee; the Compensation Committee; the Governance & Ethics Committee (formerly Nominating & Governance Committee); and the Strategic Committee. The unabridged version of the rules of procedure of the Committees of the Board of Directors is available herein, followed by the composition of each Committee.Committee
The rules of procedure of the Audit Committee were modified in 2014 to permit the appointment of a director representing the employee shareholders or employees. The unabridged version of the rules of procedure of the Audit Committee, as approved by the Board of Directors on February 12, 2013,July 29, 2014, is available herein:herein. | – | | Rules of procedure (unabridged version) |
The Board of Directors of TOTAL S.A. (hereafter referred to as the “Company” and, collectively with all its direct and indirect subsidiaries, as the “Group”) has approved the following rules of procedure of the Company’s Audit Committee (hereafter, the “Committee”). The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A. | | | 122 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Corporate Governance
I. | Duties:To allow the Board of Directors of TOTAL S.A. to ensure that internal control is effective and that published information available to shareholders and financial markets is reliable, the duties of the Committee include: |
To allow the Board of Directors of TOTAL S.A. to ensure that internal control is effective and that published information available to shareholders and financial markets is reliable, the duties of the Committee include: | – | | recommending the appointment of statutory auditors and their compensation, ensuring their independence and monitoring their work; | |
| o– | | establishing the rules for the use of statutory auditors for non-audit services and verifying their implementation; | |
| o– | | supervising the audit by the statutory auditors of the Company’s statutory financial statements and consolidated financial statements;Consolidated Financial Statements; | |
| o– | | examining the assumptions used to prepare the financial statements, assessing the validity of the methods used to handle significant transactions and examining the Company’s statutory financial statements and consolidated annual, semi-annual, and quarterly financial statements prior to their examination by the Board of Directors, after regularly monitoring the financial situation, cash position and commitments included in the annual financial statements of the Company; | |
| o– | | supervising the implementation of internal control and risk management procedures and their effective application, with the assistance of the internal audit department; | |
| o– | | supervising procedures for preparing financial information; | |
| o– | | monitoring the implementation and activities of the disclosure committee, including reviewing the conclusions of this committee; | |
| o– | | reviewing the annual work program of internal and external auditors; | |
| o– | | receiving information periodically on completed audits and examining annual internal audit reports and other reports (statutory auditors, annual report, etc.); | |
| o– | | reviewing the choice of appropriate accounting principles and methods used to prepare the company’sCompany’s consolidated and statutory financial statements and ensuring the continuity of the methods; | |
| o– | | reviewing the Group’s policy for the use of derivative instruments; | |
| o– | | reviewing, if requested by the Board of Directors, major transactions contemplated by the Group; | |
| o– | | reviewing significant litigation annually; | |
| o– | | implementing and monitoring compliance with the financial code of ethics; | |
| o– | | proposing to the Board of Directors, for implementation, a procedure for complaints or concerns of employees, shareholders and others, related to accounting, internal accounting controlscontrol or auditing matters, and monitoring the implementation of this procedure; | |
| o– | | where applicable, reviewing significant transactions of the Group during which a conflict of interest may have occurred; and | |
| o– | | reviewing the procedure for booking the Group’s proved reserves. | |
| II. | Composition:The Committee is made up of at least three directors designated by the Board of Directors. Members must be independent directors.COMPOSITION | |
The Committee is made up of at least three directors designated by the Board of Directors from among the independent directors. The director representing the employee shareholders or a director representing the employees may also be appointed as members of the Audit Committee by the Board of Directors. | | | 132 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - C. Board Practices and Corporate Governance Members of the Committee may not be executive directors (dirigeants mandataires sociaux) of the Company or one of its subsidiaries, nor own more than 10% of the Company’s shares, whether directly or indirectly, individually or acting together with another party. In selecting the members of the Committee, the Board of Directors pays particular attention to their independence and their financial and accounting qualifications. The Board of Directors appoints one of the members of the Committee to serve as the “financial expert” on the Committee. Members of the Committee may not be executive directors of the Company or one of its subsidiaries, nor own more than 10% of the Company’s shares, whether directly or indirectly, individually or acting together with another party. Members of the Committee may not receive from the Company and its subsidiaries, either directly or indirectly, any compensation other than: (i) directors’ fees paid for their services as directors or as members of the committee,Committee, or, if applicable, as members of another committee of the Company’s Board; and (ii) compensation and pension benefits related to prior employment by the Company, or another Group company, which are not dependent upon future work or activities.
The term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member of the Committee may be renewed at the same time as the appointment as director. However, the Board of Directors can change the composition of the Committee at any time. | III. | Organization of activities:The Committee appoints its own Chairman. The Chairman appoints the Committee secretary, who may be the Chief Financial Officer of the Company.ORGANIZATION OF ACTIVITIES | |
The Committee appoints its Chairman, who must be selected from the independent directors on the said Committee. The appointment or renewal of the appointment of the Committee Chairman is submitted to the Board of Directors following consultation with the Governance and Ethics Committee. The Committee appoints its Secretary, who may be the Chief Financial Officer of the Company. The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented. The Committee meets at least seven times aeach year: each quarter to review the statutory financial statements of TOTAL S.A., the annual and quarterly consolidated financial statements,Consolidated Financial Statements, and at least three other times a year to review matters not directly related to the review of the quarterly financial statements. The Committee may also meet at the request of its Chairman, at least one half of its members, the Chairman and Chief Executive Officer, and, if the functions of Chairman of the Board of Directors and Chief Executive Officer are separate, the Chairman of the Board of Directors or the Chief Executive Officer. The Committee Chairman prepares the schedule of its meetings. At each committee meeting where the quarterly financial statements are reviewed, the Group’s Chief Financial Officer presents the consolidated and statutory financial statements of TOTAL S.A. as well as the Group’s financial position and, in particular, its liquidity, cash flow and debt situation. A memo describing the company’sCompany’s risk exposure and off-balance sheet commitments is communicated to the Audit Committee. This review of the financial statements includes a presentation by the statutory auditors underscoring the key points observed during their work.observed. | | | 2013 Form 20-F TOTAL S.A. | | 123 |
Item 6 - Corporate Governance
As part of monitoring the efficiency of the internal control and risk management systems, the Committee is informed of the work program of the Group Internal Control and Audit Department and its organization, on which it may issue an opinion. The Committee also receives a summary of the internal audit reports, which is presented at each committee meeting where the quarterly financial statements are reviewed. The risk management processes implemented within the Group and updates to them are presented regularly to the Audit Committee. The Committee may meet with the Chairman and Chief Executive Officer and, if the functions of Chairman of the Board of Directors and Chief Executive Officer are separate, the Chairman of the Board of Directors, the Chief Executive Officer and, if applicable, any Deputy Chief Executive Officer of the Company, and perform inspections and consult with managers of operating or non-operating departments, as may be useful in performing its duties. The Chairman of the committeeCommittee gives prior notice of such meeting to the Chairman and Chief Executive Officer and, if the functions of Chairman of the Board of Directors and Chief Executive Officer are separate, both the Chairman of the Board of Directors and the Chief Executive Officer. In particular, the Committee is authorized to consult with those involved in preparing or auditing the financial statements (Chief Financial Officer and principal Finance Department managers, Audit Department, Legal Department) by asking the Company’s Chief Financial Officer to call them to a meeting. The Committee consults with the statutory auditors and, at least once a year, without any Company representative being present. If it is informed of a substantial irregularity, it recommends that the Board of Directors take all appropriate action. If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to engagecontract external consultants. The proposals made by the Committee to the Board of Directors are adopted by a majority of the members present at the Committee meeting. The Chairman of the Committee casts the deciding vote if an even number of members is present at the meeting. The Committee can adopt proposals intended for the Board of Directors without meeting if all the members of the Committee so agree and sign each proposal. A written summary of Committee meetings is drawn up. | IV. | Report:The Committee submits written reports to the Board of Directors regarding its work.REPORT | |
The Committee submits written reports to the Board of Directors regarding its work. It periodically evaluates its performance based on these rules of procedure and, if applicable, offers suggestions for improving its performance. | – | | 2014 Form 20-F TOTAL S.A. | | Members of the Audit Committee in 2013 133 |
Item 6 - C. Board Practices and Corporate Governance Members of the Audit Committee in 2014 As of December 31, 2014, the Committee had four members. The Committee is made upconsists of three members: Mmes.Mses. Barbizet and Coisne-Roquette and Mr.Messrs. Keller and Lamarche. AllWith the exception of the director representing the employee shareholders (Mr. Keller), all members of the Committee are independent directors (see “— DirectorsC. Board Practices and Senior ManagementCorporate Governance — 5. Director independence”, above) and have recognized experiencebelow). Their careers attest to their possession of acknowledged expertise in the financial and accounting fields as illustrated in their summary professional background (see“— “— A. Directors and Senior Management — 1.1. Composition of the Board of Directors”Directors as of December 31, 2014”, above).
The Committee is chaired by Ms. Barbizet. At its meeting on July 28, 2011, the Board of Directors decided to appoint Ms. Barbizet to serve as the Audit Committee financial expert“financial expert” based on a recommendation by the Audit Committee. •3.2. | | Compensation Committee |
The unabridged version of the rules of procedure of the Compensation Committee, as approved by the Board of Directors on February 9, 2012, is available herein:herein | – | | Rules of procedure (unabridged version) |
The Board of Directors of TOTAL S.A. (hereafter referred to as the “Company” and, collectively with all its direct and indirect subsidiaries, as the “Group”) has approved the following rules of procedure of the Company’s Compensation Committee (hereafter, the “Committee”). The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A. The Committee is focused on: | o– | | examining the executive compensation policies implemented by the Group and the compensation of members of the Executive Committee; | |
| o– | | evaluating the performance and recommending the compensation of each executive director; and | |
| o– | | preparing reports which the Company must present in these areas. | |
| I. | Duties:The Committee’s duties include:DUTIES | |
The Committee’s duties include: | o1. | | examining the main objectives proposed by the Company’s general management regarding compensation of the Group’s executive officers, including stock option and restricted share grant plans and equity-based plans, and advising on this subject; | |
| o2. | | presenting recommendations and proposals to the Board of Directors concerning: | |
| •– | | compensation, pension and life insurance plans, in-kind benefits and other compensation (including severance benefits) for the executive directors of the Company; in particular, the Committee proposes compensation structures that take into account the Company’s strategy, objectives and earnings and market practices; | |
| •– | | stock option and restricted share grants, particularly grants of restricted shares to the executive directors; | |
| o3. | | examining the compensation of the members of the Executive Committee, including stock option and restricted share grant plans and equity-based plans, pension and insurance plans and in-kind benefits; | |
| | | 124 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Corporate Governance
| o4. | | preparing and presenting reports in accordance with these rules of procedure; | |
| o5. | | examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders; | |
| o6. | | preparing recommendations requested at any time by the Chairman of the Board of Directors or the general management of the Company regarding compensation. | |
| II. | Composition:The Committee is made up of at least three directors designated by the Board of Directors. A majority of the members must be independent directors.COMPOSITION | |
The Committee is made up of at least three directors designated by the Board of Directors. A majority of the members must be independent directors. Members of the Compensation Committee may not receive from the Company and its subsidiaries, either directly or indirectly, any compensation other than: (i) directors’ fees paid for their services as directors or as members of the committee,Committee, or, if applicable, as members of another committee of the Company’s Board; (ii) compensation and pension benefits related to prior employment by the Company, or another Group company, which are not dependent upon future work or activities. The term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member of the Committee may be renewed at the same time as the appointment as director. However, the Board of Directors can change the composition of the Committee at any time. | III. | Organization of activities:The Committee appoints its Chairman and its secretary. The secretary is a Company senior executive.ORGANIZATION OF ACTIVITIES | |
The Committee appoints its Chairman and its secretary. The secretary is a Company senior executive. The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented. The Committee meets at least twice a year. It meets on an as-needed basis through notice by its Chairman or by one-half of its members. The Committee invites the Chairman of the Board or the Chief Executive Officer of the Company, as applicable, to present recommendations. Neither the Chairman nor the Chief Executive Officer may be present during the Committee’s deliberations regarding his own situation. If the Chairman of the Board is not the Chief Executive Officer of the Company, the Chief Executive Officer may not be present during the Committee’s deliberations regarding the situation of the Chairman of the Board. | | | 134 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - C. Board Practices and Corporate Governance While maintaining the appropriate level of confidentiality for its discussions, the Committee may request from the Chief Executive Officer to be assisted by any senior executive of the Company whose skills and qualifications could facilitate the handling of an agenda item. If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to engagecontract external consultants. The proposals made by the Committee to the Board of Directors are adopted by a majority of the members present at the Committee meeting. The Chairman of the Committee casts the deciding vote if an even number of Committee members is present at the meeting. The Committee can adopt proposals intended for the Board of Directors without meeting if all the members of the Committee so agree and sign each proposal. A written summary of Committee meetings is drawn up. | IV. | Report:The Committee reports on its activities to the Board of Directors.REPORT | |
The Committee reports on its activities to the Board of Directors. At the request of the Chairman of the Board, the Committee examines all draft reports of the Company regarding compensation of the executive officers or any other issues relevant to its area of expertise. | – | | Members of the Compensation Committee in 2013 |
The Compensation Committee isin 2014
As of December 31, 2014, the Compensation Committee was made up of five members:four members as a result of Mr. Desmarest’s withdrawal from this Committee at the time of his appointment as Chairman of the Board of Directors. The Committee’s members are Ms. Coisne-Roquette and Messrs. Artus, Brock Desmarest, Mandil and Pébereau. The Committee is chaired by Mr. Pébereau.bereau chairs the Committee. 80%75% of the Committee members are independent directors, given that the Board of Directors considers Ms. Coisne-Roquette and Messrs. Artus Brock, Mandil and PébereauBrock to be independent (see “— DirectorsC. Board Practices and Senior ManagementCorporate Governance — 5. Director independence”, above)below).
As Mr. Pébereau did not request the renewal of his directorship at the Shareholders’ Meeting of May 29, 2015, the Compensation Committee, following the Shareholders’ Meeting of May 29, 2015, will consist of Ms. Coisne-Roquette and Messrs. Brock et Artus, all three being independent directors. •3.3. | | The Governance &and Ethics Committee |
The unabridged version of the rules of procedure of the Governance &and Ethics Committee, (formerly Nominating & Governance Committee), as approved by the Board of Directors on March 27, 2013, is available herein:herein. | – | | Rules of procedure (unabridged version) |
The Board of Directors of TOTAL S.A. (hereafter referred to as the “Company” and, collectively with all its direct and indirect subsidiaries, as the “Group”) has approved the following rules of procedure of the Company’s Governance &and Ethics Committee (hereafter, the “Committee”). The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A. The Committee is focused on: | o– | | recommending to the Board of Directors the persons that are qualified to be appointed as directors, so as to guarantee the scope of coverage of the Directors’ competencies and the diversity of their profiles; | |
| o– | | recommending to the Board of Directors the persons that are qualified to be appointed as executive directors; | |
| | | 2013 Form 20-F TOTAL S.A. | | 125 |
Item 6 - Corporate Governance
| o– | | preparing the Company’s corporate governance rules and supervising their implementation; and | |
| o– | | ensuring compliance with ethics rules and examining any questions related to ethics and situations of conflicting interests. |
I. | Duties:The Committee’s duties include: |
The Committee’s duties include: | 1. | presenting recommendations to the Board for its membership and the membership of its committees, and the qualification in terms of independence of each candidate for Directors’ positions on the Board of Directors; | |
| o2. | | proposing annually to the Board of Directors the list of directors who may be considered as “independent directors”; | |
| o3. | | examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders; | |
| o4. | | assisting the Board of Directors in the selection and evaluation of the executive directors and examining the preparation of their possible successors, including cases of unforeseeable absence; | |
| o5. | | recommending to the Board of Directors the persons that are qualified to be appointed as directors; | |
| o6. | | recommending to the Board of Directors the persons that are qualified to be appointed as members of a Committee of the Board of Directors; | |
| o7. | | proposing methods for the Board of Directors to evaluate its performance, and in particular preparing means of regular self-assessment of the workings of the Board of Directors, and the possible assessment thereof by an external consultant; | |
| o8. | | proposing to the Board of Directors the terms and conditions for allocating directors’ fees and the conditions under which expenses incurred by the directors are reimbursed; | |
| o9. | | developing and recommending to the Board of Directors the corporate governance principles applicable to the Company; | |
| o10. | | preparing recommendations requested at any time by the Board of Directors or the general management of the Company regarding appointments or governance; | |
| | | 2014 Form 20-F TOTAL S.A. | | 135 |
Item 6 - C. Board Practices and Corporate Governance | o11. | | examining the conformity of the Company’s governance practices with the recommendations of the Code of Corporate Governance adopted by the Company; | |
| o12. | | supervising and monitoring implementation of the Company’s ethics and compliance program and, in this respect, ensuring that the necessary procedures for updating the Group’s Code of Conduct are put in place and that this code is disseminated and applied; and | |
| o13. | | examining any questions related to ethics and situations of conflicting interests; and | |
| o14. | | examining changes in the duties of the Board of Directors. | |
| II. | Composition:The Committee is made up of at least three directors designated by the Board of Directors. At least one half of the members must be independent directors.COMPOSITION | |
The Committee is made up of at least three directors designated by the Board of Directors. At least one half of the members must be independent directors. Members of the Governance &and Ethics Committee, other than the Company’s executive directors, may not receive from the Company and its subsidiaries any compensation other than: (i) directors’ fees paid for their services as directors or as members of the committee,Committee, or, if applicable, as members of another committee of the Company’s Board; (ii) compensation and pension benefits related to prior employment by the Company, or another Group company, which are not dependent upon future work or activities. The term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member of the Committee may be renewed at the same time as the appointment as director. However, the Board of Directors can change the composition of the Committee at any time. | III. | Organization of activities:The Committee appoints its Chairman and its secretary. The secretary is a Company senior executive.ORGANIZATION OF ACTIVITIES | |
The Committee appoints its Chairman and its secretary. The secretary is a Company senior executive. The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented. The Committee meets at least twice a year. It meets on an as-needed basis through notice by its Chairman or by one-half of its members. The Committee invites the Chairman of the Board or the Chief Executive Officer of the Company, as applicable, to present recommendations. The executive directors, whether they are members of the Committee or invited to its meetings, may not be present at deliberations concerning their own situation. While maintaining the appropriate level of confidentiality for its discussions, the Committee may request from the Chief Executive Officer to be assisted by any senior executive of the Company whose skills and qualifications could facilitate the handling of an agenda item. The Chairman of the Group Ethics Committee, who reports to the Chief Executive Officer, may appear before the Governance &and Ethics Committee at any time. He reports to this Committee each year on his activities and on the results of the ethics program implemented by the Company. If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to engagecontract external consultants. The proposals made by the Committee to the Board of Directors are adopted by a majority of the members present at the Committee meeting. The Chairman of the Committee casts the deciding vote if an even number of Committee members is present at the meeting. The Committee can make proposals to the Board of Directors without meeting if all the members of the Committee so agree and sign each proposal. A written summary of Committee meetings is drawn up. | IV. | Report:The Committee reports on its activities to the Board of Directors.REPORT |
| | | 126 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Corporate Governance
| – | | Members of the Governance & Ethics Committee in 2013
|
The Committee reports on its activities to the Board of Directors. Members of the Governance &and Ethics Committee has five members:in 2014 As of December 31, 2014, the Governance and Ethics Committee had six members. The Committee’s members are Mses. Kux and Idrac and Messrs. Artus, Brock, Collomb Desmarest and Mandil.Desmarest. The Committee is chaired by Mr. Desmarest. 80%Two-thirds of the Committee members are independent directors, given that the Board of Directors considers Mses. Kux and Idrac and Messrs. Artus Brock, Collomb and MandilBrock to be independent (see “— DirectorsC. Board Practices and Senior ManagementCorporate Governance — 5. Director independence”, above)below).
As Mr. Collomb did not request the renewal of his directorship at the Shareholders’ Meeting of May 29, 2015, the Governance and Ethics Committee will have five members following the Shareholders’ Meeting of May 29, 2015. The unabridged version of the rules of procedure of the Strategic Committee, as approved by the Board of Directors on April 25, 2013, is available herein:herein. | – | | 136 | | Rules of procedure (unabridged version) TOTAL S.A. Form 20-F 2014 |
Item 6 - C. Board Practices and Corporate Governance Rules of procedure (unabridged version) The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A. | I. | Duties:To allow the Board of Directors of TOTAL S.A. to ensure the Group’s development, the Committee’s duties include:DUTIES | |
To allow the Board of Directors of TOTAL S.A. to ensure the Group’s development, the Committee’s duties include: | o– | | examining the Group’s overall strategy of the Group proposed by the Company’s general management;Chief Executive Officer; | |
| o– | | examining operations that are of particular strategic importance; and | |
| o– | | reviewing competition and the resulting medium and long-term outlook for the Group. | |
| II. | Composition:The Committee is made up of at least five directors designated by the Board of Directors.COMPOSITION | |
The Committee is made up of at least five directors designated by the Board of Directors. Members of the Committee may not receive from the Company and its subsidiaries, either directly or indirectly, any compensation other than: (i) directors’ fees paid for their services as directors or as members of the committee,Committee, or, if applicable, as members of another committee of the Company’s Board; (ii) compensation and pension benefits related to prior employment by the Company, or another Group company, which are not dependent upon future work or activities. The term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member of the Committee may be renewed at the same time as the appointment as director. However, the Board of Directors can change the composition of the Committee at any time. | III. | Organization of activities:The Chairman of the Board of Directors of the Company chairs the Committee. The Chairman appoints the Committee secretary, who may be the Secretary of the Board of Directors.ORGANIZATION OF ACTIVITIES | |
The Chairman of the Board of Directors of the Company chairs the Committee. The Chairman appoints the Committee secretary, who may be the Secretary of the Board of Directors. The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented. The Committee meets at least once a year and at the request of its Chairman, at least one-half of its members, or the Chief Executive Officer of the Company. The Committee Chairman prepares the schedule of its meetings. The Chairman of the Committee may invite other directors to participate in the Committee meetings based on the meeting agenda. The Committee may meet with the Chief Executive Officer, and, if applicable, any Deputy Chief Executive Officer of the Company and consult with managers of operating or non-operating departments, as may be useful in performing its duties. The Chairman of the Committee, if he is not the Chief Executive Officer of the Company, gives prior notice of such meeting to the Chief Executive Officer. In particular, the Committee is authorized to consult with the Vice President Strategy & Business Intelligence of the Company or the person delegated by the latter, by asking the Company’s Chief Executive Officer to call them to a meeting. If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to engagecontract external consultants. A written summary of Committee meetings is drawn up. | IV. | Report:The Committee submits written reports to the Board of Directors regarding its work.REPORT | |
The Committee submits written reports to the Board of Directors regarding its work. It periodically evaluates its performance based on these rules of procedure and, if applicable, offers suggestions for improving its performance. | – | | Members of the Strategic Committee in 2013 |
The Strategic Committee is made upin 2014
As of eight members: Mmes.December 31, 2014, the Strategic Committee had six members. The Committee’s members are Mses. Barbizet, Kux and Lauvergeon and Messrs. Margerie,Desmarest, Brock Desmarest, Lamarche and Mandil.Lamarche. The Committee is chaired by Mr. de Margerie chairs the Committee.Desmarest. Three-fourthsTwo-thirds of the Committee members are independent directors, given that the Board of Directors considers Mmes.Mses. Barbizet Kux and LauvergeonKux and Messrs. Brock Lamarche and MandilLamarche to be independent (see “— DirectorsC. Board Practices and Senior ManagementCorporate Governance — 5. Director independence”, above)below).
Ms. Lauvergeon did not request the renewal of her directorship at the Shareholders’ Meeting of May 29, 2015, and will then leave the Strategic Committee following the Shareholders’ Meeting. At its meeting of February 11, 2015, and further to a proposal by the Governance and Ethics Committee, the Board of Directors decided that Mr. Pouyanné, Chief Executive Officer, shall become a member of the Strategic Committee, subject to the approval of his appointment as a director by the Shareholders’ Meeting of May 29, 2015. 4. | Board of Directors practices |
On May 21, 2010, the Board of Directors decided to reunify the positions of Chairman and Chief Executive Officer and appoint the Chief Executive Officer as Chairman of the Board. This decision had been made further to the work done by the Governance and Ethics Committee (then the Nominating & Governance Committee) and in the best interests of the Company, taking into account the advantage of the unified management and the majority of independent directors appointed at the Committees, which ensured balanced authority. The Board of Directors had deemed that the unified management form was the most appropriate to the Group’s organization, modus operandi and business, and the | | | 20132014 Form 20-F TOTAL S.A. | | 127137 |
Item 6 - C. Board Practices and Corporate Governance specificities of the oil and gas sector. It respected the respective prerogatives of the various Company corporate bodies (Shareholders’ Meeting, Board of Directors and General Management). The reunification was confirmed during the Board of Directors’ meeting held on May 11, 2012, at which Mr. de Margerie was reappointed as Chairman and Chief Executive Officer. Following the death of the Chairman and Chief Executive Officer, and acting on a proposal from the Governance and Ethics Committee, the Board of Directors decided to separate the positions of Chairman and Chief Executive Officer in order to ensure continuity as best as possible in the General Management’s transition process. During its meeting on October 22, 2014, the Board of Directors therefore appointed Mr. Pouyanné, as Chief Executive Officer for a term expiring at the end of the Shareholders’ Meeting called in 2017 to approve the financial statements for the fiscal year 2016. The Board has furthermore appointed Mr. Desmarest Chairman of the Board of Directors for a period due to expire on December 18, 2015, in light of the age limits set out in the bylaws. As of such date, the functions of Chairman and Chief Executive Office of TOTAL will be combined. 4.2. | Performance and evaluation |
At its meeting on February 11, 2015, the Board of Directors discussed its practices on the basis of a formal evaluation carried out by means of a detailed questionnaire to which all the Directors responded. The responses given by the Directors were then presented to the Governance and Ethics Committee to be reviewed and summarized. This summary was then discussed by the Board of Directors. This process made it possible to confirm the quality of each director’s contribution to the work of the Board and its Committees. The formal evaluation showed a generally positive opinion of the practices of the Board of Directors and the Committees, which was highlighted in particular during the decision-making process that had ensured the continuity of the Group’s governance following the death of the Chairman and Chief Executive Officer. Furthermore, it was noted that the improvements requested by the directors over the last few years had been made on the whole. During the Board of Directors’ meetings, some of which were held at certain of the Group’s sites, special attention was paid at the start of each meeting to the review of the main points to be examined by the Board (financial statements, large-scale investment and divestment projects, etc.). It was also noted that more time was allotted to the main strategic topics and important issues during the Board and Committee meetings. To further improve its performance, the Board took into account the main suggestions made by the directors in the 2015 self-assessment, which notably concerned the strengthening of improvements made to the time allotted to the most important issues and substantive debates. At its meeting on February 11, 2015, the Board of Directors, on the recommendation of the Governance and Ethics Committee, reviewed the independence of the Company’s directors as of December 31, 2014. At the Committee’s proposal, the Board considered that, pursuant to the AFEP-MEDEF Code, a director is independent when “he or she has no relationship of any kind with the Company, its Group or its Management, that may compromise the exercise of his or her freedom of judgment”. For each director, this assessment relies on the independence criteria set forth in the AFEP-MEDEF Code, revised in June 2013, as outlined below, as well as on the analysis of the High Committee for Corporate Governance (HCGE) set out in the AFEP-MEDEF Code Application Guide, revised in December 2014: not be an employee or executive director of the Company, or an employee or director of its parent company or of a company consolidated by its parent company, and not having been in such a position for the previous five years; not be an executive director of a company in which the Company holds, directly or indirectly, a directorship or in which an employee designated as such or an executive director of the Company (currently in office or having held such office for less than five years) is a director; not to be a significant customer, supplier, investment banker or commercial banker of the Company or Group, and for which the Company or the Group represents a material part of their business (the assessment of the materiality or non-materiality of the relationship must be discussed by the Board and the criteria on which this assessment was based must be explained in the Registration Document); not to be related by close family ties to a corporate executive director; not to have been a statutory auditor of the Company within the previous five years; and not to have been a director of the Company for more than twelve years (upon expiry of the term of office during which the 12-year limit was reached). The AFEP-MEDEF Code expressly stipulates that the Board can decide that the implementation of certain defined criteria is not relevant or induces an interpretation that is particular to the Company. At its meeting on February 11, 2015, pursuant to the report of the Governance and Ethics Committee, the Board of Directors observed that Mr. Desmarest, Director since May 30, 1995 and Chairman of the Board of Directors since October 22, 2014, was an executive director within the meaning of the Code and therefore could not be considered as independent. With regard to the criterion of twelve years of service, the Board, at its meeting on February 11, 2015, pursuant to the report of the Governance and Ethics Committee, took note of the HCGE’s analysis. It observed that as of December 31, 2014, the twelve years of service of four directors (Ms. Lauvergeon, Messrs. Collomb, Desmarais, jr and Pébereau) no longer allowed them to be considered as independent within the meaning of the AFEP-MEDEF Code in view of the positions expressed by the HCGE, notwithstanding the specific characteristics of the oil and gas sector, which relies on long-term investment cycles on one hand, and, on the other hand, the objectivity that these directors have demonstrated in the Board’s activity. Concerning “significant” relationships, as a customer, supplier, investment banker or finance banker, between a director and the Company, the Board deemed that the level of activity between Group companies and a bank at which Mr. Pébereau is a former corporate executive director, which is less than 0.1% of its net banking income(1) and less than 5% of the Group’s overall assets, represents neither a significant portion of the overall activity of such bank nor a material portion of the Group’s external financing. (1) | 2014 net banking income estimated based on BNP Paribas accounts as of September 30, 2014. |
| | | 138 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - C. Board Practices and Corporate Governance Likewise, the Board of Directors also deemed that the level of activity between Group companies and one of its suppliers, Vallourec, of which Ms. Idrac is a member of the Supervisory Board, which is less than 3% of Vallourec’s turnover(1) and less than 0.5% of the Group’s purchasing in 2014, represents neither a material portion of the supplier’s overall activity nor a significant portion of the Group’s purchasing. The Board concluded that Ms. Idrac could be deemed as being independent. Furthermore, the Board deemed that the level of activity between Group companies and Stena AB, of which Mr. Brock is a director, which is less than 0.5% of Stena AB turnover(2) and less than 0.05% of the Group’s purchasing in 2014, represents neither a material portion of the supplier’s overall activity nor a significant portion of the Group’s purchasing. The Board concluded that Mr. Brock could be deemed as being independent. Accordingly, Mses. Barbizet, Coisne-Roquette, Idrac and Kux, and Messrs. Artus, Brock, and Lamarche were deemed to be independent directors. The percentage of independent directors in the Board in its composition as of December 31, 2014 stood at 58.3%(3). 6. | Additional information on the members of the Board of Directors |
6.1. | Absence of conflicts of interest |
The Board also noted the absence of potential conflicts between the Directors’ duties in the best interests of the Company and the private interests of its directors. To the Company’s knowledge, the members of the Board of TOTAL S.A. are not related by close family ties, there are no arrangements or agreements with clients or suppliers that facilitated their appointment, and there is no service agreement binding a director of TOTAL S.A. to one of its subsidiaries and providing for special benefits under the terms of such agreement. 6.2. | Absence of a conviction |
The current members of the Board of Directors of the Company have informed the Company that they have not been convicted, have not been associated with a bankruptcy, receivership or liquidation, and have not been incriminated or publicly sanctioned or disqualified, as stipulated in item 14.1 of Annex I of EC Regulation 809/2004 of April 29, 2004. (1) | Based on the 2013 consolidated turnover published by Vallourec. |
(2) | Based on the 2013 consolidated turnover published by Stena AB. |
(3) | Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations made in the AFEP-MEDEF Code (point 9.2). |
| | | 2014 Form 20-F TOTAL S.A. | | 139 |
Item 6 - D. Employees and Share Ownership D. EMPLOYEES AND SHARE OWNERSHIP Employees
1.1. | Group employees as of December 31, 2014 |
As of December 31, 2013,2014, the Group had 98,799100,307 employees belonging to 355350 employing companies and subsidiaries located in 101104 countries. TableThe tables below shows, at year-ends 2011, 2012 and 2013,show the breakdown of employees by the following categories: gender, nationality, business segment, region, and age bracket:bracket. | Group employees as of December 31, | | 2013 | | | 2012 | | | 2011 | | | 2014 | | | 2013 | | | 2012 | | Total number of employees | | | 98,799 | | | | 97,126 | | | | 96,104 | | | | 100,307 | | | | 98,799 | | | | 97,126 | | Women | | | 30.8% | | | | 30.0% | | | | 29.7% | | | | 31.1% | | | | 30.8% | | | | 30.0% | | Men | | | 69.2% | | | | 70.0% | | | | 70.3% | | | | 68.9% | | | | 69.2% | | | | 70.0% | | French | | | 33.4% | | | | 35.6% | | | | 36.1% | | | | 32.2% | | | | 33.4% | | | | 35.6% | | Other nationalities | | | 66.6% | | | | 64.4% | | | | 63.9% | | | | 67.8% | | | | 66.6% | | | | 64.4% | | Breakdown by business segment | | | | | | | | | | | | | Upstream | | | | | | | | | | | | | Exploration & Production | | | 17.1% | | | | 16.9% | | | | 16.7% | | | | 17.2% | | | | 17.1% | | | | 16.9% | | Gas & Power | | | 1.1% | | | | 1.7% | | | | 1.7% | | | | 1.1% | | | | 1.1% | | | | 1.7% | | Refining & Chemicals | | | | | | | | | | | | | Refining & Chemicals | | | 51.5% | | | | 52.5% | | | | 51.9% | | | | 50.9% | | | | 51.5% | | | | 52.5% | | Trading & Shipping | | | 0.6% | | | | 0.6% | | | | 0.5% | | | | 0.6% | | | | 0.6% | | | | 0.6% | | Marketing & Services | | | | | | | | | | | | | Marketing & Services | | | 21.5% | | | | 21.6% | | | | 21.6% | | | | 21.2% | | | | 21.5% | | | | 21.6% | | New Energies | | | 6.7% | | | | 5.2% | | | | 6.2% | | | | 7.4% | | | | 6.7% | | | | 5.2% | | Corporate | | | 1.5% | | | | 1.5% | | | | 1.5% | | | | 1.6% | | | | 1.5% | | | | 1.5% | | Breakdown by region | | | | | | | | Mainland France | | | 33.6% | | | | 36.0% | | | | 36.5% | | | French overseas departments and territories | | | 0.4% | | | | 0.4% | | | | 0.4% | | | Rest of Europe | | | 23.4% | | | | 23.5% | | | | 23.4% | | | Africa | | | 10.0% | | | | 9.6% | | | | 9.6% | | | North America | | | 6.6% | | | | 6.4% | | | | 6.8% | | | South America | | | 9.6% | | | | 8.9% | | | | 7.5% | | | Asia | | | 14.6% | | | | 13.2% | | | | 14.1% | | | Middle East | | | 1.3% | | | | 1.3% | | | | 1.1% | | | Oceania | | | 0.5% | | | | 0.5% | | | | 0.6% | | | Breakdown by age bracket | | | | | | | | < 25 | | | 6.5% | | | | 5.7% | | | | 5.9% | | | 25 to 34 | | | 29.1% | | | | 29.2% | | | | 30.0% | | | 35 to 44 | | | 28.8% | | | | 28.5% | | | | 28.1% | | | 45 to 54 | | | 23.1% | | | | 23.7% | | | | 24.0% | | | > 55 | | | 12.5% | | | | 12.9% | | | | 12.0% | | |
| | | | | | | | | | | | | Group employees as of December 31, | | 2014 | | | 2013 | | | 2012 | | Breakdown by region | | | | | | | | | | | | | Mainland France | | | 32.5% | | | | 33.6% | | | | 36.0% | | French overseas departments and territories | | | 0.3% | | | | 0.4% | | | | 0.4% | | Rest of Europe | | | 23.9% | | | | 23.4% | | | | 23.5% | | Africa | | | 10.2% | | | | 10.0% | | | | 9.6% | | North America | | | 6.6% | | | | 6.6% | | | | 6.4% | | Latin America | | | 9.7% | | | | 9.6% | | | | 8.9% | | Asia | | | 15% | | | | 14.6% | | | | 13.2% | | Middle East | | | 1.3% | | | | 1.3% | | | | 1.3% | | Oceania | | | 0.5% | | | | 0.5% | | | | 0.5% | | Breakdown by age bracket | | | | | | | | | | | | | < 25 years | | | 6.3% | | | | 6.5% | | | | 5.7% | | 25 to 34 years | | | 29% | | | | 29.1% | | | | 29.2% | | 35 to 44 years | | | 29.1% | | | | 28.8% | | | | 28.5% | | 45 to 54 years | | | 22.7% | | | | 23.1% | | | | 23.7% | | > 55 years | | | 12.9% | | | | 12.5% | | | | 12.9% | |
Between 20122013 and 2013,2014, the workforce increased by 1.7%1.5%. At year-end 2013,2014, the country with the most employees after France was the United States, fllowedfollowed by Mexico, China Mexico and Germany. The breakdown by gender and nationality of managers or equivalent positions (³ 300 Hay points)points(1)) is as follows: | | | | | | | | | | | | | Breakdown of managers or equivalent as of December 31, | | 2013 | | | 2012 | | | 2011 | | Total number of managers | | | 28,527 | | | | 27,639 | | | | 26,836 | | Women | | | 23.9% | | | | 23.5% | | | | 23.1% | | Men | | | 76.1% | | | | 76.5% | | | | 76.9% | | French | | | 39.1% | | | | 40.7% | | | | 41.1% | | Other nationalities | | | 60.9% | | | | 59.3% | | | | 58.9% | |
In 2013, the Worldwide Human Resources Survey covered 88,653 employees belonging to 149 subsidiaries: | | | | | | | | | | | | | Breakdown of managers or equivalent as of December 31, | | 2014 | | | 2013 | | | 2012 | | Total number of managers | | | 29,271 | | | | 28,527 | | | | 27,639 | | Women | | | 24.5% | | | | 23.9% | | | | 23.5% | | Men | | | 75.5% | | | | 76.1% | | | | 76.5% | | French | | | 38.8% | | | | 39.1% | | | | 40.7% | | Other nationalities | | | 61.2% | | | | 60.9% | | | | 59.3% | |
| | | | | | | | | | | | | Group included in WHRS | | 2013 | | | 2012 | | | 2011 | | Employees surveyed | | | 88,653 | | | | 80,003 | | | | 73,654 | | % of Group employees | | | 90% | | | | 82% | | | | 77% | |
(1) | The Hay method is a unique reference framework used to classify and assess jobs. |
| | | 128140 | | TOTAL S.A. Form 20-F 20132014 |
Item 6 - D. Employees and Share Ownership The table below shows the breakdown by business segment of the Group employees present (as defined in “Item 4 – 7.5.3.2. Terminology used in social reporting”, above). | | | | | Breakdown by business segment of the Group employees present as of December 31, | | 2014 | | Upstream | | | | | Exploration & Production | | | 16,157 | | Gas & Power | | | 1,111 | | Refining & Chemicals | | | | | Refining & Chemicals | | | 49,967 | | Trading & Shipping | | | 567 | | Marketing & Services | | | | | Marketing & Services | | | 20,682 | | New Energies | | | 7,425 | | Corporate | | | 1,551 | |
The breakdown ofIn 2014, the WHRS covered 90,949 employees joining and leaving TOTAL is as follows:belonging to 147 subsidiaries.
| | | | | | | | | | | | | As of December 31, | | 2013 | | | 2012 | | | 2011 | | Total number hired on open-ended contracts | | | 10,649 | | | | 9,787 | | | | 9,295 | | Women | | | 35.9% | | | | 31.0% | | | | 29.4% | | Men | | | 64.1% | | | | 69.0% | | | | 70.6% | | French | | | 10% | | | | 11.8% | | | | 12.8% | | Other nationalities | | | 90% | | | | 88.2% | | | | 87.2% | |
| | | | | | | | | | | | | Group employees included in WHRS | | 2014 | | | 2013 | | | 2012 | | Employees surveyed | | | 90,949 | | | | 88,653 | | | | 80,003 | | % of Group employees | | | 91% | | | | 90% | | | | 82% | |
1.2. | Employees joining and leaving TOTAL |
| | | | | | | | | | | | | As of December 31, | | 2014 | | | 2013 | | | 2012 | | Total number hired on open-ended contracts | | | 10,771 | (a) | | | 10,649 | | | | 9,787 | | Women | | | 33.2% | | | | 35.9% | | | | 31.0% | | Men | | | 66.8% | | | | 64.1% | | | | 69.0% | | French | | | 9.5% | | | | 10.0% | | | | 11.8% | | Other nationalities | | | 90.5% | | | | 90.0% | | | | 88.2% | |
(a) | Recruitments in China, which represent 13% of 2014 recruitments, are long-term contracts as defined by local law. |
The number of employees hired under open-ended contracts in 20132014 in the consolidated companies increased by 8.8%1.1% compared with 2012.2013. The regions in which the largest number of employees under open-ended contracts were hired were Latin America (30.5%Asia (27%), followed by Asia (26.7%Latin America (26.8%) and Europe (25.1%(26%), and the business segment that hired most was Refining & Chemicals (49.1%(55.9%). TheIn 2014, the consolidated Group companies also hired 4,3263,675 employees on fixed-term contracts. OverClose to 600,000 job applications were received by the subsidiariescompanies covered by the WHRS.
| | | | | | | | | | | | | As of December 31, | | 2013 | | | 2012 | | | 2011 | | Departures excluding retirement/transfers/early retirement/ voluntary departures and expiry of short-term contracts | | | 6,779 | | | | 8,324 | | | | 6,892 | | Death | | | 106 | | | | 155 | | | | 119 | | Resignations | | | 4,040 | | | | 4,946 | | | | 4,332 | | Redundancies/negotiated departures(a) | | | 2,495 | | | | 3,006 | | | | 2,199 | | Negotiated departures (France) | | | 138 | | | | 217 | | | | 242 | | Total departures/total employees | | | 6.9% | | | | 8.6% | | | | 7.2% | |
(a) | The increase between 2011 and 2012 is principally due to the reduction of employees at SunPower (essentially in the Philippines).
|
| | | | | | | | | | | | | As of December 31, | | 2014 | | | 2013 | | | 2012 | | Departures excluding retirement/transfers/early retirement/voluntary departures and expiry ofshort-term contracts | | | 7,195 | | | | 6,779 | | | | 8,324 | | Deaths | | | 108 | | | | 106 | | | | 155 | | Resignations | | | 4,545 | | | | 4,040 | | | | 4,946 | | Redundancies/negotiated departures | | | 2,413 | | | | 2,495 | | | | 3,006 | | Negotiated departures (Ruptures conventionnelles, France) | | | 129 | | | | 138 | | | | 217 | | Total departures/total employees | | | 7.2% | | | | 6.9% | | | | 8.6% | |
TOTAL believes that the relationship between its management and labor unions is, in general, satisfactory. Arrangements for involving employees in the Company’s share capital
2.1. | Employee profit-sharing agreements |
•2.1.1. | | Employee incentive and profit-sharing agreements |
On June 29, 2012, a newthe latest profit-sharing and incentive and profit-sharing agreement wasagreements were signed for fiscal years 2012, 2013 and 2014, concerning TOTAL S.A., Elf Exploration Production, Total Exploration Production France, CDF Énergie, Total Raffinage Marketing (newly named Total Marketing Services),Services, Total Additifs et Carburants Spéciaux, Total Lubrifiants, Total Fluides, Totalgaz, Total Raffinage-Chimie, Total Petrochemicals France, Total Raffinage France and Total Raffinage France.Global Services. Under the terms of this agreement,these agreements, the amount available for employee profit-sharingincentive is determined based on the return on the Group‘s equity (ROE) performance, of the Group, as well as on the trend of the Total Recordable Injury Rate (TRIR) in view of the objectives and thresholds set out for each business unit. The amount of the special incentive and profit-sharing reserve to be distributed by all of the companies that signed the Group agreements for fiscal year 2013 would2014 is estimated to total approximately€135113 million. •2.1.2. | | Company savings plans |
Pursuant to agreements signed on March 15, 2002 and their amendments, the Group created a “TOTAL Group Savings Plan” (PEGT) and a “Complementary Company Savings Plan” (PEC) for employees of the Group’s French companies having adheredsubscribed to these plans. These plans allow investments in a number of mutual funds including onethe “TOTAL ACTIONNARIAT FRANCE” fund that is invested in Company shares (“TOTAL ACTIONNARIAT FRANCE”).shares. A “Shareholder Group Savings Plan” (PEG-A) has also been in place since November 19, 1999 to facilitate capital increases reserved for employees of the Group’s French and foreign subsidiaries covered by these plans.this plan. Company savings plans give employees of the Group’s French companies that adheresubscribe to these plans the ability to make discretionary contributions (which the Group’s companies of the Group may, under certain conditions, supplement) to the plans invested in the shares of themutual funds chosen by | | | 2014 Form 20-F TOTAL S.A. | | 141 |
Item 6 - D. Employees and Share Ownership Company.the employee. The Group’s companies of the Group made gross additional contributions (abondement)(abondement) to various savings plans that totaled€73.971.7 million in 2013.2014.
•2.1.3. | | Capital increase reserved for Group employees |
By the seventeenthThe Combined General Meeting of May 16, 2014, in its fourteenth resolution, of the Combined Shareholders’ Meeting held on May 11, 2012, the shareholders delegated to the Board of Directors the authority to increase the share capital of the Companycarry out in one or more transactions andoccasions within a maximum period of twenty-six months, from the date of the meeting, reserving subscriptionsa capital increase reserved for such issuanceemployees having subscribed to the Group Employees participatingan employee savings Plan.
The Combined General Meeting, in a company savings plan. At the same Shareholders’ Meeting, the shareholdersits eighteenth resolution, also delegated to the Board of Directors the powers necessary to increase the share capital of the Companyaccomplish in one or more transactions andoccasions within a maximum period of eighteen months, froma capital increase with the dateobjective of the meeting, in view of giving theproviding employees of foreign subsidiaries similar advantages aswith their registered office located outside France with benefits comparable to those granted to the employees covered byincluded in the seventeenth resolution.fourteenth resolution of the Combined General Meeting.
Pursuant to these delegations,the fourteenth delegation of this Meeting, the Board of Directors, atduring its July 29, 2014, meeting, on September 18, 2012 decided to proceed with a capital increase reserved for employees of the Group, includingthat included a standard subscription offerclassic offering and a leveraged offer atleverage offering depending on the discretion of the employees,employees’ choice, within the limit of 18 million shares with dividend rights as of January 1, 2012.2014. The Chief Executive Office was also delegated all powers necessary in order to designate the dates of the beginning and end of the subscription period as well as the subscription price of the shares. This capital increase, initiated in 2014, is due to end before the Shareholders’ Meeting of 2015. The prior capital increase reserved for the Group’s employees was decided by the Board of Directors on September 18, 2012, under the terms of the authorization of the Combined General Meeting of May 11, 2012, and resulted in the subscription of 10,802,215 shares each with a par value of€2.50 at thea unit price of€30.70, the30.70. The issuance of whichthe shares was recognizedacknowledged on April 25, 2013. The previous capital increase reserved for employees of the Group had been decided by the Board of Directors at its meeting on October 28, 2010 pursuant to the authorization of the Combined Shareholders’ Meeting on May 21, 2010 and had resulted in the subscription of 8,902,717 shares, each with a par value of€2.50 at the unit price of€34.80, the issuance of which had been recognized on April 28, 2011.
| | | 2013 Form 20-F TOTAL S.A. | | 129 |
Item 6 - Employees and Share Ownership
The capital increase reserved for employees approved by the Board of Directors at its meeting of September 18, 2012, was conducted under the PEG-A: (i) for employees of the Group’s French subsidiaries, through the “TOTAL ACTIONNARIAT FRANCE” fund in the case of standard subscription and through the “TOTAL FRANCE CAPITAL+” fund in the case of subscription to the leveraged offer; and (ii) for employees of foreign subsidiaries, through the “TOTAL ACTIONNARIAT INTERNATIONAL CAPITALISATION” fund in the case of standard subscription and through the “TOTAL INTERNATIONAL CAPITAL” fund in the case of subscription to the leveraged offer. In addition, U.S. employees participated in this operation by directly subscribing to American Depositary Shares (ADS), and Italian and German employees by directly subscribing to new shares at the Group Caisse Autonome (in Belgium). In addition, employees in certain other countries benefited from the leveraged subscription offer by means of a dedicated vehicle. The previous capital increases reserved for employees were conducted under the PEG-A through the “TOTAL ACTIONNARIAT FRANCE” fund for employees of the Group’s French subsidiaries and through the “TOTAL ACTIONNARIAT INTERNATIONAL CAPITALISATION” fund for the employees of foreign subsidiaries. In addition, U.S. employees participated in these operations by directly subscribing to American Depositary Shares (ADS), and Italian employees (as well as German employees starting in 2011) by directly subscribing to new shares at the Group Caisse Autonome. •2.1.4. | | Capital increase from theas part of a global free share plan intended for Group employees of the Group |
The Shareholders’ Meeting on May 16, 2008 authorized the Board of Directors to proceed with the free grant of Company shares to the Group’s employees of the Group as well as to executive directors of the Company or Group companies, for a period of thirty-eight months, within the limit of 0.8% of the outstanding share capital at the date of the decision of the Board of Directors to grant such shares. Pursuant to this authorization, the Board of Directors at its meeting on May 21, 2010 decided on the terms and conditions of the global plan of free TOTAL shares in favor of the Group’s employees of the Group and delegated to the Chairman and Chief Executive Officer of the Company all powers necessary for implementing this plan. To this end,As a result, on July 2, 2012, the Chairman and Chief Executive Officer of the GroupCompany acknowledged the issueissuance and definitive grantthe final allocation of 1,366,950 commonordinary shares each with a parnominal value of€2.50 to the designated beneficiaries at the end of the vesting period of two years in application of the grant conditions approveddefined by the Board of Directors meeting held on May 21, 2010.
Furthermore, on July 1, 2014, the Chairman and Chief Executive Officer of the Company acknowledged the issue and definitive grant of 666,575 ordinary shares with a nominal value of€2.50 to the designated beneficiaries at the end of the vesting period of four years in application of the grant conditions defined by the Board of Directors at its meeting of May 21, 2010.2010 (for further information on TOTAL’s global free share plan, refer to “— B. Compensation —4.5.2. Breakdown of TOTAL performance share plans”, above). •2.1.5. | | Pension savings plan |
The September 29, 2004 Group agreement on the provisions for retirement savings set up a Collective Retirement Savings Plan (PERCO). An amendment to this plan signed on April 15, 2011 provides for the additional contribution of credit transferred from the time-savings scheme to the PERCO (CET-PERCO gateway). An amendment to the plan signed on March 30, 2012 adjusted the management mechanisms of the PERCO in order to better secure retirement savings and extended the scope of the agreement to include Total Petrochemicals France, Total Raffinage-Chimie and Total Raffinage France. •2.1.6. | | Employee shareholding |
The total number of TOTAL shares held directly or indirectly by the Group’s employees as of December 31, 2013,2014, is as follows: | | | | | TOTAL ACTIONNARIAT FRANCE | | | 82,067,73081,365,651 | | TOTAL ACTIONNARIAT INTERNATIONAL CAPITALISATION | | | 21,879,23420,969,875 | | TOTAL FRANCE CAPITAL+ | | | 2,505,0022,450,084 | | TOTAL INTERNATIONAL CAPITAL | | | 931,374901,595 | | ELF PRIVATISATION N°1(a) | | | 817,988— | | Shares held by U.S. employees | | | 531,615462,143 | | Group Caisse Autonome (Belgium) | | | 474,490429,663 | | TOTAL shares from the exercise of the Company’s stock options and held as registered shares within a Company Savings Plan | | | 3,122,6273,125,389 | | Total shares held by employees | | | 112,330,060109,704,400 | |
(a) | The “ELF PRIVATISATION N°1” fund was merged with the “TOTAL ACTIONNARIAT FRANCE” fund in 2014. |
As of December 31, 2013,2014, the Group’s employees of the Group held, on the basis of the definition of employee shareholding set forth in Article L. 225-102 of the French Commercial Code, 112,330,060109,704,400 TOTAL shares, representing 4.72%4.60% of the Company’s share capital and 8.63%8.78% of the voting rights that could be exercised at a Shareholders’ Meeting on that date. The management of each of the five FCPEs (Collective investment funds) mentioned above is controlled by a dedicated Supervisory board, two-thirds of its members representing holders of fund units | | | 142 | | TOTAL S.A. Form 20-F 2014 |
Item 6 - D. Employees and Share Ownership and one-third representing the company.Company. The boardBoard is responsible for reviewing the Collective investment fund’s management report and annual financial statements, as well as the financial, administrative and accounting management of the fund, exercising voting rights attached to portfolio securities, deciding contribution of securities in case of a public tender offer, deciding mergers, spin-offs or liquidations, and granting its approval prior to changes in the rules and procedures of the Collective investment fund in the conditions provided for by the rules and procedures. These rules and procedures also stipulate a simple majority vote for decisions, except for decisions requiring a qualified majority vote of two-thirds plus one related to a change in a fund’s rules and procedures, its conversion or disposal. For employees holding shares outside of the employee collective investment funds mentioned in the table above, voting rights are exercised individually. Shares held by the administration and management bodies
2.2. | Shares held by the administration and management bodies |
As of December 31, 2013,2014, based on information from the members of the Board and the share registrar, the members of the Board and the Group’s Executive Officers (Management Committee and Treasurer) held a total of less than 0.5% of the share capital: members of the Board of Directors (including the Chairman and Chief Executive Officer)of the Board of Directors): 330,080210,469 shares; Chairman and Chairman: 186,576 shares;
Chief Executive Officer: 121,55654,224 shares and 65,242 shares7,286.44 units in the “TOTAL ACTIONNARIAT FRANCE” collective investment fund; and; Management Committee (including the Chairman and Chief Executive Officer) and Treasurer: 742,544878,941 shares. | | | 130 | | TOTAL S.A. Form 20-F 2013 |
Item 6 - Employees and Share Ownership
By decision of the Board of Directors: the executive directors are required to hold a number of shares of the Company equal in value to two years of the fixed portion of their annual compensation; and the Chairman of the Board is required to hold 50,000 shares until the end of his functions; members of the Executive Committee are required to hold a number of shares of the Company equal in value to two years of the fixed portion of their annual compensation. These shares have to be acquired within three years from the appointment to the Executive Committee. | | These shares have to be acquired within three years from the appointment to the Executive Committee.
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The number of TOTAL shares to be considered includes: directly held shares, whether or not they are subject to transfer restrictions; and sharesunits in the collective investment fund invested in TOTAL shares.
Summary of transactions in the Company’s securities
2.2.1. | Summary of transactions in the Company’s securities (Article L. 621-18-2 of the French Monetary and Financial Code) |
The following table presents transactions, of which the Company has been informed, in the Company’s shares or related financial instruments carried out in 20132014 by the individuals concerned under paragraphspoints a) through c) of Article L. 621-18-2 of the French Monetary and Financial Code:Code. | Year 2013 | | Acquisition | | | Subscription | | | Transfer | | | Exchange | | | Exercise of stock options | | | Year 2014 | | | Acquisition | | | Subscription | | | Transfer | | | Exchange | | | Exercise of stock options | | Christophe de Margerie(a) | | TOTAL shares | | | — | | | | — | | | | — | | | | — | | | | — | | | TOTAL shares | | | — | | | | — | | | | — | | | | — | | | | — | | Christophe de Margerie(a) | | | Units in collective investment plans (FCPE), and other related financial instruments(b) | | | 3,825.77 | | | | — | | | | — | | | | — | | | | — | | | | TOTAL shares | | | — | | | | — | | | | 51,760.00 | | | | — | | | | 51,760.00 | | | | Shares in collective investment plans (FCPE), and other related financial instruments(b) | | | 5,824.18 | | | | — | | | | — | | | | — | | | | — | | | Units in collective investment plans (FCPE), and other related financial instruments(b) | | | 492.25 | | | | 212.13 | | | | — | | | | — | | | | — | | Philippe Boisseau(a) | | TOTAL shares | | | — | | | | — | | | | — | | | | — | | | | 9,000.00 | | | TOTAL shares | | | — | | | | — | | | | 26,560.00 | | | | — | | | | 26,560.00 | | | | Shares in collective investment plans (FCPE), and other related financial instruments(b) | | | 7,438.61 | | | | 417.88 | | | | 7,517.69 | | | | — | | | | — | | | Units in collective investment plans (FCPE), and other related financial instruments(b) | | | 552.08 | | | | 251.01 | | | | 4,382.96 | | | | — | | | | — | | Arnaud Breuillac(a) | | | TOTAL shares | | | — | | | | — | | | | — | | | | — | | | | — | | | | | Units in collective investment plans (FCPE), and other related financial instruments(b) | | | 213.49 | | | | 2.62 | | | | — | | | | — | | | | — | | Yves-Louis Darricarrère(a) | | TOTAL shares | | | — | | | | — | | | | 9,000.00 | | | | — | | | | 29,700.00 | | | TOTAL shares | | | — | | | | — | | | | 84,380.70 | | | | — | | | | 84,400.00 | | Yves-Louis Darricarrère(a) | | | Units in collective investment plans (FCPE), and other related financial instruments(b) | | | 1,565.54 | | | | — | | | | — | | | | — | | | | — | | | | TOTAL shares | | | — | | | | — | | | | 114,680.23 | | | | — | | | | 120,600.00 | | Patrick de La Chevardière(a) | | | Units in collective investment plans (FCPE), and other related financial instruments(b) | | | 452.73 | | | | — | | | | 1,694.21 | | | | — | | | | — | | | | TOTAL shares | | | — | | | | — | | | | 52,500.00 | | | | — | | | | 52,500.00 | | Jean-Jacques Guilbaud(a) | | | Units in collective investment plans (FCPE), and other related financial instruments(b) | | | 1,197.68 | | | | 587.91 | | | | — | | | | — | | | | — | | | | TOTAL shares | | | — | | | | — | | | | — | | | | — | | | | — | | | | Shares in collective investment plans (FCPE), and other related financial instruments(b) | | | 13,305.46 | | | | — | | | | 23,799.69 | | | | — | | | | — | | | Units in collective investment plans (FCPE), and other related financial instruments(b) | | | 165.61 | | | | 3.21 | | | | — | | | | — | | | | — | | Patrick de La Chevardière(a) | | TOTAL shares | | | — | | | | — | | | | — | | | | — | | | | 22,000.00 | | | | | Shares in collective investment plans (FCPE), and other related financial instruments(b) | | | 9,018.11 | | | | 2,026.82 | | | | 18,362.59 | | | | — | | | | — | | | Jean-Jacques Guilbaud(a) | | TOTAL shares | | | — | | | | — | | | | 4,925.00 | | | | — | | | | 21,120.00 | | | | | Shares in collective investment plans (FCPE), and other related financial instruments(b) | | | 9,377.80 | | | | 353.00 | | | | 22,406.86 | | | | — | | | | — | | | Patrick Pouyanné(a) | | TOTAL shares | | | — | | | | — | | | | — | | | | — | | | | 8,000.00 | | | | | Shares in collective investment plans (FCPE), and other related financial instruments(b) | | | 7,414.36 | | | | — | | | | 6,828.66 | | | | — | | | | — | | |
(a) | Including the related individuals in the meaning of the provisions of the Article R. 621-43-1 of the French Monetary and Financial Code. |
(b) | Collective investment funds (FCPE) primarily invested in Company shares. |
| | | 20132014 Form 20-F TOTAL S.A. | | 131143 |
Item 7 - Major Shareholders and Related Party Transactions ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Holdings of major shareholders
1.1. | Changes in major shareholders’ holdings |
For the purpose of this paragraph, major shareholders are defined as shareholders whose interest (in the share capital or voting rights) exceeds 5%. TOTAL’s major shareholders as of December 31, 2014, 2013 2012 and 20112012 were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2013 | | | 2012 | | | 2011 | | As of December 31, | | % of share capital | | | % of voting rights | | | % of theoretical voting rights(a) | | | % of share capital | | | % of voting rights | | | % of share capital | | | % of voting rights | | GBL-CNP in concert | | | 4.8 | | | | 4.8 | | | | 4.4 | | | | 5.4 | | | | 5.4 | | | | 5.5 | | | | 5.6 | | of which Groupe Bruxelles Lambert(b) | | | 3.6 | | | | 3.6 | | | | 3.3 | | | | 4.0 | | | | 4.0 | | | | 4.0 | | | | 4.0 | | of which Compagnie Nationale à Portefeuille(b) | | | 1.2 | | | | 1.2 | | | | 1.1 | | | | 1.4 | | | | 1.4 | | | | 1.5 | | | | 1.6 | | Group employees(c) | | | 4.7 | | | | 8.6 | | | | 7.9 | | | | 4.4 | | | | 8.1 | | | | 4.4 | | | | 8.0 | | Treasury shares | | | 4.6 | | | | — | | | | 8.1 | | | | 4.6 | | | | — | | | | 4.6 | | | | — | | of which TOTAL S.A. | | | 0.4 | | | | — | | | | 0.3 | | | | 0.3 | | | | — | | | | 0.4 | | | | — | | of which Total Nucléaire | | | 0.1 | | | | — | | | | 0.2 | | | | 0.1 | | | | — | | | | 0.1 | | | | — | | of which subsidiaries of Elf Aquitaine(d) | | | 4.1 | | | | — | | | | 7.6 | | | | 4.2 | | | | — | | | | 4.2 | | | | — | | Other shareholders(e) | | | 85.9 | | | | 86.6 | | | | 79.6 | | | | 85.7 | | | | 86.6 | | | | 85.3 | | | | 86.3 | | of which holders of ADS(f) | | | 9.3 | | | | 9.2 | | | | 8.5 | | | | 9.3 | | | | 9.3 | | | | 8.7 | | | | 8.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2014 | | | 2013 | | | 2012 | | As of December 31, | | % of share capital | | | % of voting rights | | | % of theoretical voting rights(a) | | | % of share capital | | | % of voting rights | | | % of share capital | | | % of voting rights | | Blackrock, Inc.(b) | | | 6.2 | | | | 5.4 | | | | 4.9 | | | | NC | (c) | | | NC | (c) | | | NC | (c) | | | NC | (c) | Group employees(d) | | | 4.6 | | | | 8.8 | | | | 8.1 | | | | 4.7 | | | | 8.6 | | | | 4.4 | | | | 8.1 | | GBL-CNP in concert | | | 3.9 | | | | 3.9 | | | | 3.6 | | | | 4.8 | | | | 4.8 | | | | 5.4 | | | | 5.4 | | of which Groupe Bruxelles Lambert(e) | | | 3.0 | | | | 3.0 | | | | 2.8 | | | | 3.6 | | | | 3.6 | | | | 4.0 | | | | 4.0 | | of which Compagnie Nationale à Portefeuille(e) | | | 0.9 | | | | 0.9 | | | | 0.8 | | | | 1.2 | | | | 1.2 | | | | 1.4 | | | | 1.4 | | Treasury shares | | | 4.6 | | | | — | | | | 8.0 | | | | 4.6 | | | | — | | | | 4.6 | | | | — | | of which TOTAL S.A. | | | 0.4 | | | | — | | | | 0.3 | | | | 0.4 | | | | — | | | | 0.3 | | | | — | | of which Total Nucléaire | | | 0.1 | | | | — | | | | 0.2 | | | | 0.1 | | | | — | | | | 0.1 | | | | — | | of which subsidiaries of Elf Aquitaine(f) | | | 4.1 | | | | — | | | | 7.5 | | | | 4.1 | | | | — | | | | 4.2 | | | | — | | Other shareholders(g) | | | 80.7 | | | | 81.9 | | | | 75.4 | | | | 85.9 | | | | 86.6 | | | | 85.7 | | | | 86.6 | | of which holders of ADRs(h) | | | 8.5 | | | | 8.4 | | | | 7.7 | | | | 9.3 | | | | 9.2 | | | | 9.3 | | | | 9.3 | |
(a) | Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares to which voting rights are attached, including treasury shares that are deprived of voting rightsrights. |
(b) | Information sourced from the Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 2, 2015, pursuant to which BlackRock declared beneficial ownership of 147,841,504 Company shares as of December 31, 2014 (i.e., 6.2% of the Company’s share capital). Blackrock specified that it had dispositive power of these shares as well as 128,791,678 voting rights (i.e., 5.4% of the Company’s share capital). Furthermore, Blackrock declared not having any shared voting or dispositive powers over these shares. |
(d) | Based on the definition of employee shareholding pursuant to Article L. 225-102 of the French Commercial Code. The Amundi Group, the holding company for Amundi Asset Management, which is the manager of the employee collective investment fund “TOTAL ACTIONNARIAT FRANCE” (see below), filed a Schedule 13G with the SEC on February 11, 2015, declaring beneficial ownership of 172,847,066 Company shares as of December 31, 2014 (i.e., 7.3% of the Company’s share capital). The Amundi Group specified that it did not have sole voting or dispositive power over any of these shares, and that it had shared voting power over 64,406,799 of these shares (i.e., 2.7% of the Company’s share capital) and shared dispositive power over all of these shares. Moreover, the employee representatives serve on the Board of Directors of TOTAL S.A. |
(e) | Groupe Bruxelles Lambert is a company controlled jointly by the Desmarais family and Frère-Bourgeois S.A., and for the latter mainly through its direct and indirect interest in Compagnie Nationale à Portefeuille. In addition, Groupe Bruxelles Lambert and Compagnie Nationale à Portefeuille have declared that they act in concert. Moreover, these companies have executive directors who serve on the Board of Directors of TOTAL S.A. |
(c) | Based on the definition of employee shareholding pursuant to Article L. 225-102 of the French Commercial Code. The Amundi Group, the holding company for Amundi Asset Management, which is the manager of the employee collective investment fund “TOTAL ACTIONNARIAT FRANCE” (see below), filed a Schedule 13G with the SEC on February 11, 2014, declaring beneficial ownership of 184,350,308 Company shares as of December 31, 2013 (i.e., 7.8% of the Company’s share capital). The Amundi Group specified that it did not have sole voting or dispositive power over any of these shares, and that it had shared voting power over 73,373,788 of these shares (i.e., 3.1% of the Company’s share capital) and shared dispositive power over all of these shares. Moreover, the employee representatives serve on the Board of Directors of TOTAL S.A.
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(d)(f) | Fingestval, Financière Valorgest and Sogapar. |
(e)(g) | Of which 1.53%1.59% held by registered shareholders (non-Group) in 2013.2014. |
(f)(h) | American Depositary Shares represented by American Depositary Receipts listed on the New York Stock Exchange. |
As of December 31, 2013,2014, the holdings of the major shareholders were calculated based on 2,377,678,1602,385,267,525 shares, representing 2,391,533,2462,406,809,364 voting rights exercisable at Shareholders’ Meetings, or 2,601,078,9622,616,502,045 theoretical voting rights(1) including: 8,883,1809,030,145 voting rights attached to the 8,883,1809,030,145 TOTAL shares held by TOTAL S.A. that are deprived of voting rights; and
200,662,536 voting rights attached to the 100,331,268 TOTAL shares held by TOTAL S.A. subsidiaries that cannot be exercised at Shareholders’ Meetings. For prior years, the holdings of the major shareholders were calculated on the basis of 2,377,678,160 shares to which 2,391,533,246 voting rights exercisable at Shareholders’ Meetings were attached as of December 31, 2013, and 2,365,933,146 shares to which 2,371,131,871 voting rights exercisable at Shareholders’ Meetings were attached as of December 31, 2012, and 2,363,767,313 shares to which 2,368,716,634 voting rights exercisable at Shareholders’ Meetings were attached as of December 31, 2011.2012. •1.2. | | Identification of the holders of bearer shares |
In accordance with Article 9 of its bylaws, the Company is authorized, to the extent permitted under applicable law, to identify the holders of securities that grant immediate or future voting rights at the Company’s Shareholders’ Meetings. •1.3. | | Temporary transfer of securities |
Pursuant to legal obligations, any legal entity or individual (with the exception of those described in paragraph IV-3 of Article L. 233-7 of the French Commercial Code) holding alone or in concert a number of shares representing more than 0.5% of the Company’s voting rights pursuant to one or more temporary transfers or similar operations as described in Article L. 225-126 of the aforementioned code is required to notify the Company and the French Financial Markets Authority of the number of shares temporarily owned no later than the thirdsecond business day preceding the Shareholders’ Meeting at midnight. (1) | Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares to which voting rights are attached, including thosetreasury shares held by the Group that are deprived of voting rights. |
| | | 132144 | | TOTAL S.A. Form 20-F 20132014 |
Item 7 - Major Shareholders and Related Party Transactions Notifications must be e-mailed to the Company at: holding.df-shareholdingnotification@total.comat the following address: holding.df-declarationdeparticipation@total.com. If no notification is sent, any shares acquired under any of the above temporary transfer operations will be deprived of voting rights at the relevant Shareholders’ Meeting and at any Shareholders’ Meeting that may be held until such shares are transferred again or returned. •1.4. | | Thresholds notifications |
In addition to the legal obligation to inform the Company and the French Financial Markets Authority within four trading days of the date on which the number of shares (or securities similar to shares or voting rights pursuant to Article L. 233-9 of the French Commercial Code) held represents more than 5%, 10%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90% or 95% of the share capital or theoretical voting rights(1) (Article L. 233-7 of the French Commercial Code), any individual or legal entity who directly or indirectly comes to hold a percentage of the share capital, voting rights or rights giving future access to the Company’s share capital which is equal to or greater than 1%, or a multiple of this percentage, is required to notify the Company, within fifteen days of the date on which each of the above thresholds is exceeded, by registered mail with return receipt requested, and indicate the number of shares held. If notification isIn case the shares above these thresholds are not given, thedeclared, any shares held in excess of the threshold for which notificationthat should have been given aredeclared will be deprived of voting rights at Shareholders’ Meetings if, at a Meeting,meeting, the failure to give notificationmake a declaration is acknowledged and if one or more shareholders holding collectively at least 3% of the Company’s share capital or voting rights so request at that Meeting.meeting.
Any individual or legal entity is also required to notify the Company in due form and within the time limits stated above when their direct or indirect holdings fall below each of the aforementioned thresholds. Notifications must be sent to the Vice President of Investor Relations in Paris.London. •1.5. | | Legal threshold notifications in 20132014 |
In AMF notice No. 213C1748214C0695 dated November 18, 2013, CNP and GBL acting in concertMay 5, 2014, Blackrock stated that, as of April 30, 2014, they had fallen below, as of November 7, 2013,risen above the 5% share capital and voting rights thresholdsthreshold and that they held 118,764,036119,199,504 TOTAL shares representing 119,511,734as many voting rights,i.e., 4.99%5.01% of the share capital and 4.59%4.57% of the theoretical voting rights(1) (based on share capital of 2,377,196,1792,378,259,685 shares representing 2,606,134,4122,607,207,684 voting rights). CNP and GBL acting in concert had exceeded the 5% threshold on August 25, 2009 (AMF notice No. 209C1156). •1.6. | | Holdings above the legal thresholds |
In accordance with Article L. 233-13 of the French Commercial Code, to TOTAL’s knowledge no shareholder heldtwo known shareholders hold 5% or more of TOTAL’s share capital or voting rights at year-end 2013.2014. As of December 31, 2012, CNP and GBL acting in concert held 5.36% of the share capital representing 5.37% of the voting rights. In AMF notice No. 213C1748 dated November 18, 2013, CNP and GBL acting in concert stated that they had fallen below, as of November 7, 2013, the 5% share capital and voting rights thresholds and that they held 118,764,036 TOTAL shares representing 119,511,734 voting rights,i.e., 4.99% of the share capital and 4.59% of the theoretical voting rights(1) (based on share capital of 2,377,196,179 shares representing 2,606,134,412 voting rights). CNP and GBL acting in concert held more than 5% of the Group’s share capital from August 25, 2009 (AMF notice No. 209C1156 dated September 2, 2009).
To TOTAL’s knowledge, one known shareholder held 5% or more of the voting rights exercisable at TOTAL Shareholders’ Meetings at year-end 2013. As of December 31, 2013,2014, the “TOTAL ACTIONNARIAT FRANCE” collective investment fund held 3.45%3.41% of the share capital representing 6.41%6.68% of the voting rights exercisable at Shareholders’ Meetings and 5.89%6.14% of the theoretical voting rights(1).
As of December 31, 2014, Blackrock held 6.20% of the share capital representing 5.35% of the voting rights exercisable at Shareholders’ Meetings and 4.92% of the theoretical voting rights(1). •1.7. | | Shareholders’ agreements |
TOTAL is not aware of any agreements among its shareholders. Treasury shares
As of December 31, 2013,2014, the Company held 109,214,448109,361,413 TOTAL shares either directly or through its indirect subsidiaries, which represented 4.59%4.58% of the share capital on that date. By law, these shares are deprived of voting rights. For more details, refer to “Item 10 — 1. Share capital — 1.5. TOTAL shares held by the Company or its subsidiaries”, below. •2.1. | | TOTAL shares held directly by the Company (treasury shares) |
The Company held 8,883,1809,030,145 treasury shares as of December 31, 2013,2014, representing 0.37%0.38% of the share capital on that date. •2.2. | | TOTAL shares held directly by Group companies |
As of December 31, 2013,2014, Total Nucléaire, a Group company wholly-owned indirectly by TOTAL, held 2,023,672 TOTAL shares. As of December 31, 2013,2014, Financière Valorgest, Sogapar and Fingestval, indirect subsidiaries of Elf Aquitaine, held 22,203,704, 4,104,000 and 71,999,892 TOTAL shares respectively, representing a total of 98,307,596100,331,268 shares. As of December 31, 2013,2014, the Company held 4.22%4.21 % of the share capital through its indirect subsidiaries. 3. | Related party transactions |
The Group’s main transactions with related parties (principally all the investments carried under the equity method) and the balances receivable from and payable to them are shown in Note 24 to the Consolidated Financial Statements. In the ordinary course of its business, TOTAL enters into transactions with various organizations with which certain of its directors or executive officers may be associated, but no such transactions of a material or unusual nature have been entered into during the period commencing on January 1, 2011,2012, and ending on March 27, 2014.26, 2015. (1) | Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares to which voting rights are attached, including treasury shares that are deprived of voting rights. |
| | | 20132014 Form 20-F TOTAL S.A. | | 133145 |
Item 8 - Financial Information ITEM 8. FINANCIAL INFORMATION 1. | Consolidated Statements and other supplemental information |
See pages F-1 through F-97F-107 for TOTAL’s Consolidated Financial Statements and Notes thereto and pages S-1 through S-18S-17 for other supplemental information. 2.1.1. | Dividend payment policy |
The Company has paid dividends on its share capital in each year since 1946. Future dividends will depend on the Company’s earnings, financial condition and other factors. The payment and amount of dividends are subject to the recommendation of the Board of Directors and resolution by the Company’s shareholders at the annual Shareholders’ Meeting. On October 28, 2010, TOTAL S.A.’s Board of Directors adopted a policy based on quarterly dividend payments starting in fiscal year 2011. 2.1.2. | Fiscal years 2014 and 2015 dividends |
TOTAL has paid three quarterly interim dividends for fiscal year 2014: the first quarterly interim dividend of€0.61 per share for fiscal year 2014, approved by the Board of Directors on April 29, 2014, was paid in cash on September 26, 2014 (the ex-dividend date was September 23, 2014); the second quarterly interim dividend of€0.61 per share for fiscal year 2014, approved by the Board of Directors on July 29, 2014, was paid in cash on December 17, 2014 (the ex-dividend date was December 15, 2014); and the third quarterly interim dividend of€0.61 per share for fiscal year 2014, approved by the Board of Directors on October 28, 2014, was paid in cash on March 25, 2015 (the ex-dividend date was March 23, 2015). After closing the 2014 accounts, the Board of Directors decided on February 11, 2015, to propose to the Annual Shareholders’ Meeting on May 29, 2015 an annual dividend of€2.44/share for fiscal year 2014, an increase of 2.5% compared to 2013. Taking into account the interim dividends for the first three quarters of 2014 decided by the Board of Directors, the remaining 2014 dividend is€0.61/share, equal to the three 2014 interim dividends. The Board of Directors also decided to propose to the shareholders the option of receiving the remaining 2014 dividend payment in new shares benefiting from a 10% discount(1). Pending the approval at the Annual Shareholders’ Meeting, the ex-dividend date would be June 8, 2015, and the payment date for the cash dividend or the delivery of the new shares, depending on the election of the shareholder, would be set for July 1, 2015. Subject to the applicable legislative and regulatory provisions, and pending the approval by the Board of Directors and the shareholders at the Shareholders’ Meeting for the accounts and the final dividend, the ex-date calendar for the interim quarterly dividends and the final dividend for fiscal year 2015 is expected to be as follows: • | | 1st interim dividend: September 28, 2015 |
• | | 2nd interim dividend: December 21, 2015 |
• | | 3rd interim dividend: March 21, 2016 |
The provisional ex-dividend dates above relate to the TOTAL shares traded on Euronext Paris. Dividends in euros per share for the last five fiscal years: BNP Paribas Securities Services manages the payment of the dividend, which is made through financial intermediaries using the Euroclear France direct payment system. Since November 12, 2014, JP Morgan Chase Bank (4 New York Plaza, New York, NY 10005-1401, USA) has managed the payment of dividends to holders of American Depositary Receipts (ADRs). Prior to that date, payments were managed by The Bank of New York Mellon. Dividends paid to holders of ADRs will be subject to a charge by the Depositary for any expenses incurred by the Depositary in the conversion of euros to dollars. See “Item 10 — 5. Taxation”, for a summary of certain U.S. federal and French tax consequences to holders of shares and ADRs. 2.2.1. | Dividend payment of stock certificates |
TOTAL issued stock certificates (certificats représentatifs d’actions, “CRs”) as part of the public exchange offer for Total Petrochemicals & Refining SA/NV (formerly PetroFina) shares. The CR is a stock certificate provided for by French rules, issued by Euroclear France, intended to circulate exclusively outside of France, and which may not be held by French residents. The CR is freely convertible from a physical certificate into a security registered on a custody account and vice-versa. However, in compliance with the Belgian law of December 14, 2005 on the dematerialization of securities in Belgium, CRs may only be delivered in the form of a dematerialized certificate as of January 1, 2008, the effective date of the law. In addition, ING Belgique is the bank handling the payment of all coupons detached from outstanding CRs. No fees are applicable to the payment of coupons detached from CRs, except for any income or arbitration proceedingswithholding taxes; the payment may be received on request at the following bank branches: ING Belgique — Avenue Marnix 24, 1000 Brussels, Belgium BNP Paribas Fortis — Avenue des Arts 45, 1040 Brussels, Belgium KBC BANK N.V. — Avenue du Port 2, 1080 Brussels, Belgium (1) | The issuance price of each new share will be equal to 90% of the average opening price of TOTAL S.A.’s shares on Euronext Paris over the twenty trading days preceding the Annual Shareholders’ Meeting, reduced by the amount of the remaining dividend, and rounded up to the nearest euro centime. |
(2) | Pending approval at the May 29, 2015 Shareholders’ Meeting. |
| | | 146 | | TOTAL S.A. Form 20-F 2014 |
Item 8 - Financial Information 3. | Significant changes since the date of the Company’s Consolidated Financial Statements |
On January 29, 2015, TOTAL acquired a 10% stake in the new ADCO concession in Abu Dhabi (United Arab Emirates) for a forty-year period starting from January 1, 2015. It covers the fifteen main onshore fields in Abu Dhabi and represents more than half of the Emirate’s production. TOTAL has been appointed Asset Leader for the Bu Hasa field and the Southeast group of fields (covering Sahil, Asab, Shah, Qusahwira and Mender fields), which represent approximately two-thirds of ADCO’s production. In 2015, ADCO’s entire production is expected to be approximately 1.6 million barrels per day (Mb/d), with an objective to increase output to 1.8 Mb/d from 2017. As the first international company to enter the new ADCO concession in Abu Dhabi, Total demonstrates its ability to access resources under good conditions and create strong partnerships in a strategic region with numerous development opportunities. On February 2, 2015, TOTAL completed the sale of its adhesive subsidiary Bostik to Arkema. The accounting effects of this sale, which occurred after the close of the Consolidated Financial Statements for the year ended December 31, 2014 will be reflected in TOTAL S.A.’s intermediate Consolidated Financial Statements for the first quarter of 2015. For a description of other significant changes that have occurred since the date of the Company’s Consolidated Financial Statements, see “Item 4 — B. Business Overview” and “Item 5. Operating and Financial Review and Prospects”, which include descriptions of certain recent 2015 activities. 4. | Legal or arbitration proceedings |
There are no governmental, legal or arbitration proceedings, including any proceeding that the Company is aware of, threatened with or even pending (including the main legal proceedings described hereafter) that could have, or could have had during the last twelve months, a material impact on the Group’s financial situation or profitability.Whileprofitability. While it is not feasible to predict the outcome of the pending claims, proceedings, and investigations described below with certainty, management is of the opinion that their ultimate disposition should not have a material adverse effect on the Company’s financial position, cash flows, or results of operations. •4.1. | | Antitrust investigations |
The principal antitrust proceedings in which the Group’s companies are involved are described below. 4.1.1. | – | | Refining & Chemicals segment: |
As part of the spin-off of Arkema(1)in 2006, TOTAL S.A. and certain other Group companies grantedagreed to grant Arkema for a period of ten years a guarantee for potential monetary consequences related to antitrust proceedings arising from events prior to the spin-off. As of December 31, 2013, all public and civil proceedings covered by the guarantee were definitively resolved in Europe and in the United States. Despite the fact that Arkema has implemented since 2001 compliance procedures that are designed to prevent its employees from violating antitrust provisions, 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. 4.1.2. | – | | Marketing & Services segment: |
| o | | The administrative procedure opened by the European Commission against TOTAL Nederland N.V and TOTAL S.A., as parent company, in relation to practices regarding a product line of the Marketing & Services segment, resulted in a condemnation in 2006 that became definitive in 2012. The resulting fine (€20.25 million) and interest thereon were paid during the first quarter of 2013.
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Following the appeal lodged by the Group’s companies against the European Commission’s 2008 decision fining Total Marketing Services an amount of€128.2 million in relation to practices regarding a product line of the Marketing & Services segment, which the company had already paid, and concerning which TOTAL S.A. was declared jointly liable as the parent company, the relevant European court decided during the third quarter of 2013 to reduce the fine imposed on Total Marketing Services to€125.5 million without modifying the liability of TOTAL S.A. as parent company. Appeals have been lodged against this judgment. | o | | Following the appeal lodged by the Group’s companies against the European Commission’s 2008 decision fining Total Marketing Services an amount of€128.2 million, in relation to practices regarding a product line of the Marketing & Services segment, which the company had already paid, and concerning which TOTAL S.A. was declared jointly liable as the parent company, the relevant European court decided during the third quarter of 2013 to reduce the fine imposed on Total Marketing Services to€125.5 million without modifying the liability of TOTAL S.A. as parent company. Appeals have been lodged against this judgment.
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| o | | In the United Kingdom, a settlement took place in the third quarter of 2013 putting an end to the civil proceeding initiated against TOTAL S.A., Total Marketing Services and other companies, by third parties alleging damages in connection with practices already sanctioned by the European Commission. A similar civil proceeding is pending in the Netherlands. At this stage, the plaintiffs have not communicated the amount of their claim.
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In the Netherlands, a civil proceeding was initiated against TOTAL S.A., Total Marketing Services and other companies by third parties alleging damages in connection with practices already sanctioned by the European Commission. At this stage, the plaintiffs have still not communicated the amount of their claim. | o | | Finally, in Italy, in 2013, a civil proceeding was initiated against TOTAL S.A. and its subsidiary Total Aviazione Italia Srl before the competent Italian civil court. The plaintiff claims against TOTAL S.A., its subsidiary and other third parties, damages that it estimates to be nearly€908 million. This procedure follows practices that had been sanctioned by the Italian competition authority in 2006. The existence and the assessment of the alleged damages in this procedure involving multiple defendants are strongly contested.
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Finally, in Italy, in 2013, a civil proceeding was initiated against TOTAL S.A. and its subsidiary Total Aviazione Italia Srl before the competent Italian civil court. The plaintiff claims against TOTAL S.A., its subsidiary and other third parties, damages that it estimates to be nearly€908 million. This proceeding follows practices that had been sanctioned by the Italian competition authority in 2006. The proceeding has not progressed; the existence and the assessment of the alleged damages in this proceeding involving multiple defendants remain strongly contested. Whatever the evolution of the proceedings described above, the Group believes that their outcome should not have a material adverse effect on the Group’s financial situation or consolidated results. 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, a 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 remediation 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. (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. |
| | | 2014 Form 20-F TOTAL S.A. | | 147 |
Item 8 - Financial Information After having articulated several hypotheses, the Court-appointed experts did not maintain in their final report filed on May 11, 2006, 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 (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.
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| | | 134 | | TOTAL S.A. Form 20-F 2013 |
Item 8 - Financial Information
hypothesis in 2006; Grande Paroisse is contesting this explanation, which it believes to be based on elements that are not factually accurate. On July 9, 2007, the investigating magistrate brought charges against Grande Paroisse and the former Plant Manager before the Toulouse Criminal Court. In late 2008, TOTAL S.A. and Mr. Thierry Desmarest, Chairman and CEO at the time of the event, were summoned to appear in Court pursuant to a request by a victims association. 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 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 Prosecutor’s office, together with certain third parties, appealed the Toulouse Criminal Court verdict. In order to preserve its rights, Grande Paroisse lodged a cross-appeal with respect to civil charges. By its decision of September 24, 2012, the Court of Appeal of Toulouse (Cour d’appel de Toulouse) upheld the lower court verdict pursuant to which the summonses against TOTAL S.A. and Mr. Thierry Desmarest were determined to be inadmissible. This element of the decision has been appealed by certain third parties before the French Supreme Court (Cour de cassation). The Court of Appeal considered, however, that the explosion was the result of the chemical accident described by the court-appointed experts. Accordingly, it convicted the former Plant Manager and Grande Paroisse. This element of the decision has been appealed by the former Plant Manager and Grande Paroisse before the French Supreme Court (Cour de cassation), which has the effect of suspending their criminal sentences. On January 13, 2015, the French Supreme Court (Cour de Cassation) fully quashed the decision of September 24, 2012. The impugned decision is set aside and the parties find themselves in the position they were in before the decision was rendered. The case is referred back to the Court of Appeal of Paris for a new criminal trial. The trial date has not yet been set. 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. A€12.710.3 million reserve remains booked in the Group’s consolidated financial statements as of December 31, 2013.2014. •4.3. | | 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 Rapid’s 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 contract having lapsed. 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 that were not even parties to the contract, 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$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 a matter of law and fact. The Group has lodged a criminal complaint to denounce the fraudulent claim of which the Group believes it is a victim and, has taken and reserved its rights to take other actions and measures to defend its interests. 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 concerned an agreement concluded by the Company with consultants concerning gas fields in Iran and aimed at verifying whether certain payments made under this agreement would have benefited Iranian officials in violation of the Foreign Corrupt Practices Act (FCPA) and the Company’s accounting obligations. In late May 2013, and after several years of discussions, TOTAL reached settlements with the U.S. authorities (a Deferred Prosecution Agreement with the DoJ and a Cease and Desist Order with the SEC). These settlements, which put an end to these investigations, were concluded without admission of guilt and in exchange for TOTAL respecting a number of obligations, including the payment of a fine ($245.2 million) and civil compensation ($153 million) that occurred during the second quarter of 2013. The reserve of $398.2 million that was booked in the financial statements as of June 30, 2012, has been fully released. By virtue of these settlements, TOTAL also accepted to appointthe appointment of a French independent compliance monitor to review the Group’s compliance program and to recommend possible improvements. For more information, refer to “Item 4 — C. Other Matters —7.3.7.1. Preventing corruption”, above. With respect to the same facts, TOTAL and its late Chairman and Chief Executive Officer, who was President of the Middle East division at the time of the facts, were placed under formal investigation in France following a judicial inquiry initiated in 2006. In late May 2013, the Prosecutor’s office recommended that the case be sent to trial. TheThis position was reiterated by the Prosecutor’s office in June 2014. By order notified in October 2014, the investigating magistrate has not yet issued his decision.decided to refer the case to trial. | | | 148 | | TOTAL S.A. Form 20-F 2014 |
Item 8 - Financial Information At this point, the Company considers that the resolution of these cases is not expected to have a significant impact on the Group’s financial situation or consequences for its future planned operations. 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. In April 2013, the SEC notified TOTAL of the closure of the investigation while stating that it does not intend to take further action as far as TOTAL is concerned.
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 Employeesemployees were placed under formal criminal investigation for possible charges as accessories to the misappropriation of Corporatecorporate assets and as accessories to the corruption of foreign public agents. The Chairman and Chief Executive Officer of the Company, formerly President of the Group’s Exploration & Production division, was also placed under | | | 2013 Form 20-F TOTAL S.A. | | 135 |
Item 8 - Financial Information
formal investigation in October 2006. In 2007, the criminal investigation was closed and the case was transferred to the Prosecutor’s office. In 2009, the Prosecutor’s office recommended to the investigating magistrate that the case against the Group’s current and former employees and TOTAL’s late Chairman and Chief Executive Officer, formerly President of the Group’s Exploration & Production division, not be pursued.
In early 2010, despite the recommendation of the Prosecutor’s office, a new investigating magistrate, 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 Prosecutor’s office recommended to the investigating magistrate that the case against TOTAL S.A., the Group’s former employees and TOTAL’s late Chairman and Chief Executive Officer not be pursued. However, by ordinance notified in early August 2011, the investigating magistrate on the matter decided to send the case to trial. On July 8, 2013, TOTAL S.A., the Group’s former employees and TOTAL’s late Chairman and Chief Executive Officer were cleared of all charges by the Criminal Court, which found that none of the offenses for which they had been prosecuted were established. On July 18, 2013, the Prosecutor’s office appealed the parts of the Criminal Court’s decision acquitting TOTAL S.A. and certain of the Group’s former employees. TOTAL’s late Chairman and Chief Executive Officer’s acquittal issued on July 8, 2013 iswas irrevocable since the Prosecutor’s office did not appeal this part of the Criminal Court’s decision. The appeal hearing is expected to start in October 2015. As part of an investigation led by the Prosecutor of the Republic of the Potenza Court, Total Italia and certain Group employees were the subjectsubjects 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 went before the Court, the preliminary investigation judge of Potenza served notice to Total Italia of a decision that would have suspended the concession for this field for one year. Total Italia 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. In May 2012, the Judge of the preliminary hearing decided to dismiss the charges against some of the Group’s employees and to refer the case for trial onfor a reduced number of charges. The trial started onin September 26, 2012. On July 9, 2012, the Swiss Tribunal Fédéral (Switzerland’s Supreme Court) rendered a decision against Rivunion, a wholly-owned subsidiary of Elf Aquitaine, confirming a tax reassessment in the amount of CHF 171 million (excluding interest for late payment). According to the Tribunal, Rivunion was held liable as tax collector offor withholding taxes owed by the beneficiaries of taxable services. Rivunion, in liquidation since March 13, 2002 and unable to recover the amounts corresponding to the withholding taxes in order to meet its fiscal obligations, has been subject to insolvency proceedings since November 1, 2012. On August 29, 2013, the Swiss federal tax administration lodged a claim as part of the insolvency proceedings of Rivunion, for an amount of CHF 284 million, including CHF 171 million of principal as well as interest for late payment. Rivunion’s insolvency proceedings was terminated on December 4, 2014 and the company was removed from the Geneva commercial register on December 11, 2014. On February 14, 2014, Total Gabon received a tax re-assessment notice from theMinistère de l’Economiel’Économie et de la Prospectiveof the Gabonese Republic accompanied by a partial tax collection notice, following the tax audit of Total Gabon in relation to the years 2008 to 2010. The amount referred to in the above taxre-assessment notice is $805 million. The partial tax collection procedure was suspended on March 5, 2014.
2014 further to the action that Total Gabon disputesengaged before the groundsTax Administration. Discussions with the Gabonese authorities led to the termination in early November 2014 of the tax assessment procedure to which Total Gabon was subject. Net income for Total Gabon as of September 30, 2014 includes the impact of the closing of this procedure, following which Total Gabon obtained a tax clearance for the re-assessmentrelevant period, extended to and including the associated amounts. Total Gabon intendsyears 2011 to take all actions necessary to assert its rights and protect its interests.2013. In Kazakhstan, the Atyrau Region Environmental Department (“ARED”) launched against the consortium developingstart-up of production of the Kashagan field, in which TOTAL holds an interest of 16.81%, occurred on September 11, 2013. Following the detection of a procedure alleging non-compliance withgas leak from the export pipeline, production was stopped on September 24, 2013. Production was resumed but then stopped again shortly thereafter following the detection of another leak. Pressure tests were performed in a fully controlled environment revealing some other potential leaks/cracks. The production of the field was stopped and a thorough investigation was launched. After the identification of a significant number of anomalies in the oil and gas export lines, it was decided to replace both pipelines. The remedial work will be conducted according to best international oil and gas field practices and strict HSE requirements in order to address, mitigate and remedy all problems prior to the restart of production. On December 13, 2014, the Republic of Kazakhstan and the co-venturers of the consortium settled the disputes raised over the last several years concerning a number of operational, financial and environmental legislation related to gas emissions (flaring). ARED issuedmatters. This settlement agreement definitively closed these proceedings without a claim on March 7, 2014, for an amount of approximately $737 million (KZT 134 billion), of which TOTAL’s share would be approximately $124 million (KZT 22.5 billion). The Kashagan project’s consortium disputes these allegations. Dividend policy
The Company has paid dividends on its share capital in each year since 1946. Future dividends will dependsignificant impact on the Company’s earnings,Group’s financial condition and other factors. The payment and amount of dividends are subject to the recommendation of the Board of Directors and resolution by the Company’s shareholders at the annual Shareholders’ Meeting.
On October 28, 2010, the Board of Directors decided to change its interim dividend policy and to adopt a new policy based on quarterly dividend payments starting in 2011.
TOTAL paid three quarterly interim dividends for fiscal year 2013:
the first quarterly interim dividend of€0.59 per share for fiscal year 2013, approved by the Board of Directors on April 25, 2013, was paid in cash on September 27, 2013 (the ex-dividend date was September 24, 2013);
the second quarterly interim dividend of€0.59 per share for fiscal year 2013, approved by the Board of Directors on July 25, 2013, was paid in cash on December 19, 2013 (the ex-dividend date was December 16, 2013); and
the third quarterly interim dividend of€0.59 per share for fiscal year 2013, approved by the Board of Directors on October 30, 2013, was paid in cash on March 27, 2014 (the ex-dividend date was March 24, 2014).
For fiscal year 2013, TOTAL intends to continue its dividend policy. As a result, the Board of Directors proposes a dividend of€2.38 per share (+1.7% compared to 2012) at the Shareholders’ Meeting on May 16, 2014, including a remainder of€0.61 per share (+3.4% compared to the previous quarter), with an ex-dividend date on June 2, 2014 and a payment on June 5, 2014.
Subject to the applicable legislative and regulatory provisions, and pending the approval by the Board of Directors for the interim dividends and by the shareholders at the Shareholders’ Meeting for the accounts and the final dividend, the ex-date calendar for the interim quarterly dividends and the final dividend for fiscal year 2014 is expected to be as follows:situation or consolidated results.
•4.10. | | 1st interim dividend: September 23, 2014;Djibouti
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Following the confirmation of their conviction by a final judgment of the facts regarding pollution that occurred in the port of Djibouti in 1997, Total Djibouti SA and Total Marketing Djibouti SA each received in September 2014 an order to pay€53.8 million to the Republic of Djibouti. The amounts were contested by the two companies which, unable to deal with the liability, in accordance with local law, filed declarations of insolvency with the court on October 7, 2014. With respect to Total Djibouti SA, the insolvency proceeding comprised a recovery plan. Following a judgment delivered on November 18, 2014, the recovery plan proposed by Total Djibouti SA was rejected and the two companies were put into liquidation. Total Djibouti SA, a wholly-owned subsidiary of TOTAL S.A., fully holds the capital of Total Marketing Djibouti SA. | | | 1362014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013149 |
Items 8Item 9 - 9
• | | 2nd interim dividend: December 15, 2014;
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• | | 3rd interim dividend: March 23, 2015; and
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The provisional ex-dividend dates above relate to the TOTAL shares traded on the NYSE Euronext Paris. Dividends paid to holders of ADRs will be subject to a charge by the Depositary for any expenses incurred by the Depositary in the conversion of euros to dollars. See “Item 10. Additional Information — Taxation”, for a summary of certain U.S. federalOffer and French tax consequences to holders of shares and ADRs.
Significant changes
On February 4, 2014, TOTAL signed an agreement to sell its 15% interest in the offshore Block 15/06 in Angola to Sonangol E&P. The amount of the transaction was $750 million and is subject to approval by the authorities.
The accounting effects of this sale, which occurred after the close of the consolidated financial statements for the year ended December 31, 2013 by TOTAL’s Board of Directors, will be reflected in TOTAL S.A.’s intermediate consolidated financial statements for the first quarter of 2014.
This information supplements the information provided in“Item 4. Business Overview” concerning the Group’s activities in Angola and in paragraph E) of Note 4 to the Consolidated Financial Statements.
For a description of other significant changes that have occurred since the date of the Company’s Consolidated Financial Statements, see “Item 4. Business Overview” and “Item 5. Operating and Financial Review and Prospects”, which include descriptions of certain recent 2014 activities.
Listing ITEM 9. THE OFFER AND LISTING The principal trading market for the shares is the Euronext Paris exchange in France. The shares are also listed on Euronext Brussels and the London Stock Exchange. 2. | Offer and listing details |
•2.1. | | Trading on Euronext Paris |
Official trading of listed securities on Euronext Paris, including the shares, is transacted through French investment service providers that are members of Euronext Paris and takes place continuously on each business day in Paris from 9:00 a.m. to 5:30 p.m. (Paris time), with a fixing of the closing price at 5:35 p.m. Euronext Paris may suspend or resume trading in a security listed on Euronext Paris if the quoted price of the security exceeds certain price limits defined by the regulations of Euronext Paris. The markets of Euronext Paris currently settle and transfer ownership three trading days after a transaction (T+3). On January 14, 2014, Euronext announced its decision to shorten the standard settlement cycle from T+3 to T+2 for all securities. This migration is expected to take place on October 6, 2014. Highly liquid shares, including those of the Company, are eligible for deferred settlement (Service de Règlement Différé — SRD). Payment and delivery for shares under the SRD occurs on the last trading day of each month. Use of the SRD service requires payment of a commission. In France, the shares are included in the principal index published by Euronext Paris (the “CAC 40 Index”). The CAC 40 Index is derived daily by comparing the total market capitalization of forty stocks traded on Euronext Paris to the total market capitalization of the stocks that made up the CAC 40 Index on December 31, 1987. Adjustments are made to allow for expansion of the sample due to new issues. The CAC 40 index indicates trends in the French stock market as a whole and is one of the most widely followed stock price indices in France. In the UK, the shares are listed in both the FTSE Eurotop 100 and FTSEurofirst 300 index. As a result of the creation of Euronext, the shares are included in Euronext 100, the index representing Euronext’s blue chip companies based on market capitalization. The shares are also included in the Dow Jones Stoxx Europe 50 and Dow Jones Euro Stoxx 50, blue chip indices comprised of the fifty most highly capitalized and most actively traded equities throughout Europe and within the European Monetary Union, respectively. Since June 2000, the shares have been included in the Dow Jones Global Titans 50 Index which consists of fifty global companies selected based on market capitalization, book value, assets, revenue and earnings. The table below sets forth, for the periods indicated, the reported high and low quoted prices in euros for the currently outstanding shares on Euronext Paris. | Price per share (€) | | High | | | Low | | | High | | | Low | | 2009 | | | 45.785 | | | | 34.250 | | | 2010 | | | 46.735 | | | | 35.655 | | | | 46.735 | | | | 35.655 | | 2011 | | | 44.550 | | | | 29.400 | | | | 44.550 | | | | 29.400 | | 2012 | | | 42.970 | | | | 33.420 | | | | 42.970 | | | | 33.420 | | 2013 | | | | 45.670 | | | | 35.175 | | First Quarter | | | 42.970 | | | | 37.020 | | | | 40.820 | | | | 37.040 | | Second Quarter | | | 39.400 | | | | 33.420 | | | | 40.400 | | | | 35.175 | | Third Quarter | | | 41.995 | | | | 34.505 | | | | 43.785 | | | | 36.615 | | Fourth Quarter | | | 40.110 | | | | 36.925 | | | | 45.670 | | | | 41.050 | | 2013 | | | 45.670 | | | | 35.175 | | | 2014 | | | | 54.710 | | | | 38.250 | | First Quarter | | | 40.820 | | | | 37.040 | | | | 48.250 | | | | 41.310 | | Second Quarter | | | 40.400 | | | | 35.175 | | | | 54.710 | | | | 47.310 | | Third Quarter | | | 43.785 | | | | 36.615 | | | | 53.650 | | | | 47.145 | | September | | | 43.785 | | | | 41.435 | | | | 52.090 | | | | 48.470 | | Fourth Quarter | | | 45.670 | | | | 41.050 | | | | 51.290 | | | | 38.250 | | October | | | 45.670 | | | | 42.050 | | | | 51.290 | | | | 40.565 | | November | | | 45.140 | | | | 43.440 | | | | 49.425 | | | | 43.505 | | December | | | 44.700 | | | | 41.050 | | | | 46.565 | | | | 38.250 | | 2014 (through February 28) | | | 47.030 | | | | 41.310 | | | 2015 (through February 27) | | | | 48.600 | | | | 39.345 | | January | | | 44.745 | | | | 41.650 | | | | 46.860 | | | | 39.345 | | February | | | 47.030 | | | | 41.310 | | | | 48.600 | | | | 45.500 | |
| | | 2013150 | | TOTAL S.A. Form 20-F TOTAL S.A. | | 1372014 |
Items 9 - 10 •2.2. | | Trading on the New York Stock Exchange |
ADSs evidenced by ADRs have been listed on the New York Stock Exchange since October 25, 1991. The Bank of New York MellonSince November 12, 2014, JPMORGAN CHASE BANK, N.A. serves as depositary with respect to the ADSs evidenced by ADRs Stock Exchange.Exchange, replacing The Bank of New York Mellon. One ADS corresponds to one TOTAL share. The table below sets forth, for the periods indicated, the reported high and low prices quoted in dollars for the currently outstanding ADSs evidenced by ADRs on the New York Stock Exchange. | Price per ADR ($) | | High | | | Low | | | High | | | Low | | 2009 | | | 65.98 | | | | 42.88 | | | 2010 | | | 67.52 | | | | 43.07 | | | | 67.52 | | | | 43.07 | | 2011 | | | 64.44 | | | | 40.00 | | | | 64.44 | | | | 40.00 | | 2012 | | | 57.06 | | | | 41.75 | | | | 57.06 | | | | 41.75 | | 2013 | | | | 62.45 | | | | 45.93 | | First Quarter | | | 57.06 | | | | 48.82 | | | | 55.35 | | | | 47.50 | | Second Quarter | | | 52.50 | | | | 41.75 | | | | 52.05 | | | | 45.93 | | Third Quarter | | | 55.07 | | | | 41.85 | | | | 59.25 | | | | 47.69 | | Fourth Quarter | | | 52.77 | | | | 46.99 | | | | 62.45 | | | | 56.17 | | 2013 | | | 62.45 | | | | 45.93 | | | 2014 | | | | 74.220 | | | | 48.433 | | First Quarter | | | 55.35 | | | | 47.50 | | | | 66.297 | | | | 56.030 | | Second Quarter | | | 52.05 | | | | 45.93 | | | | 74.220 | | | | 65.460 | | Third Quarter | | | 59.25 | | | | 47.69 | | | | 73.090 | | | | 62.530 | | September | | | 59.25 | | | | 54.54 | | | | 67.700 | | | | 62.530 | | Fourth Quarter | | | 62.45 | | | | 56.17 | | | | 64.016 | | | | 48.433 | | October | | | 62.45 | | | | 57.61 | | | | 64.016 | | | | 53.320 | | November | | | 61.01 | | | | 58.15 | | | | 60.686 | | | | 55.190 | | December | | | 61.50 | | | | 56.17 | | | | 57.780 | | | | 48.433 | | 2014 (through February 28) | | | 64.97 | | | | 56.03 | | | 2015 (through February 27) | | | | 55.860 | | | | 47.310 | | January | | | 60.49 | | | | 56.50 | | | | 53.140 | | | | 47.310 | | February | | | 64.97 | | | | 56.03 | | | | 55.860 | | | | 51.620 | |
ITEM 10. ADDITIONAL INFORMATION 1.1. | Share capital as of December 31, 2014 |
€5,963,168,812.50, consisting of 2,385,267,525 fully paid ordinary shares 1.2. | Features of the shares |
There is only one class of shares, and the par value of each share is€2.50. A double voting right is granted to every shareholder, under certain conditions (see “— 2.4.1. Voting rights”, below). The shares are in bearer or registered form at the shareholder’s discretion. The shares are in book-entry form and registered in an account. 1.3. | Authorized share capital not issued as of December 31, 2014 |
A table summarizing the currently valid delegations and authorizations to increase share capital that have been granted by the Shareholders’ Meeting to the Board of Directors, and the uses made of those delegations and authorizations in fiscal year 2014, appears in the table in “— 1.3.9.”, below. 1.3.1. | Tenth resolution of the Shareholders’ Meeting held on May 16, 2014 |
Delegation of authority granted by the Shareholders’ Meeting to the Board of Directors to increase the share capital by issuing common shares or other securities granting immediate or future rights to the Company’s share capital, maintaining shareholders’ pre-emptive subscription rights up to a maximum nominal amount of€2.5 billion,i.e., 1 billion shares (delegation of authority valid for twenty-six months). Furthermore, the maximum nominal amount of the debt securities granting rights to the Company’s share capital that may be issued Memorandumpursuant to the tenth, eleventh and thirteenth resolutions may not exceed€10 billion, or their exchange value, on the date of issuance.
1.3.2. | Eleventh and twelfth resolutions of the Shareholders’ Meeting held on May 16, 2014 |
Delegation of authority granted by the Shareholders’ Meeting to the Board of Directors to increase the share capital by issuing common shares or other securities granting immediate or future rights to the Company’s share capital, canceling shareholders’ pre-emptive subscription rights, including the compensation comprised of securities as part of a public exchange offer, provided that they meet the requirements of Article L. 225-148 of the French Commercial Code. This resolution grants the Board of Directors the authority to grant a priority period for shareholders to subscribe to these securities pursuant to the provisions of Article L. 225-135 of the French Commercial Code. The total amount of the capital increases without pre-emptive subscription rights that may occur immediately or in the future cannot exceed the nominal amount of€575 million,i.e., 230 million shares, par value€2.50 (delegation of authority valid for twenty-six months). Furthermore, under the twelfth resolution of the Shareholders’ Meeting held on May 16, 2014, the Board is authorized, for each of the issuances made in connection with the eleventh resolution, to increase the number of securities to be issued within the limit of the ceiling of 15% of the initial issuance (at the same price as the price fixed for the initial issuance) within the limit of the ceiling fixed under the eleventh resolution. The nominal amount of the capital increases is counted against the maximum aggregate nominal amount of€2.5 billion authorized by the tenth resolution of the Shareholders’ Meeting held on May 16, 2014. | | | 2014 Form 20-F TOTAL S.A. | | 151 |
Item 10 - 1. Share capital Furthermore, the maximum nominal amount of the debt securities granting rights to the Company’s share capital that may be issued pursuant to the above mentioned tenth and eleventh resolutions and the thirteenth resolution may not exceed€10 billion, or their exchange value, on the date of issuance. 1.3.3. | Thirteenth resolution of the Shareholders’ Meeting held on May 16, 2014 |
Delegation of power granted by the Shareholders’ Meeting to the Board of Directors to increase the share capital by issuing new ordinary shares or other securities granting immediate or future rights to the Company’s share capital as compensation of in-kind contribution granted to the Company, by an amount not exceeding 10% of the share capital outstanding at the date of the Shareholders’ Meeting on May 16, 2014 (delegation of authority valid for twenty-six months). The nominal amount of the capital increases is counted against the maximum aggregate nominal amount of€575 million authorized by the eleventh resolution of the Shareholders’ Meeting held on May 16, 2014. Furthermore, the maximum nominal amount of the debt securities granting rights to the Company’s share capital that may be issued pursuant to the above mentioned tenth, eleventh and thirteenth resolutions may not exceed€10 billion, or their exchange value, on the date of issuance. 1.3.4. | Fourteenth resolution of the Shareholders’ Meeting held on May 16, 2014 |
Delegation of authority to the Board of Directors to complete capital increases reserved for employees participating in a company savings plan (Plan d’épargne d’entreprise), up to a maximum of 1.5% of the outstanding share capital on the date of the decision of the Board of Directors to proceed with the issue (delegation of authority valid for twenty-six months), it being specified that the amount of the capital increase is counted against the maximum aggregate nominal amount of€2.5 billion authorized by the tenth resolution of the Shareholders’ Meeting on May 16, 2014. This delegation renders ineffective, up to the unused portion, any prior delegation relating to the same subject matter. 1.3.5. | Fifteenth resolution of the Shareholders’ Meeting held on May 16, 2014 |
Delegation of authority to the Board of Directors to complete capital increases reserved for employees with their registered office located outside France with benefits comparable to those granted to the employees included in the fifteenth resolution of the Combined Shareholders’ Meeting of May 16, 2014, up to a maximum amount common to the foregoing fourteenth resolution of 1.5% of the outstanding share capital on the date of the decision of the Board of Directors to proceed with the issue (delegation of authority valid for eighteen months), it being specified that the amount of the capital increase is counted against the maximum aggregate nominal amount of€2.5 billion authorized by the tenth resolution of the Shareholders’ Meeting on May 16, 2014. Pursuant to the delegation granted by virtue of the fourteenth resolution, the Board of Directors, during its July 29, 2014 meeting, decided to proceed with a capital increase reserved for employees that included a classic offering and a leverage offering depending on the employees’ choice, within the limit of 18 million shares with a supplement whose amount is included within the limit of 18 million shares. Due to the use of the delegations stipulated in the fourteenth resolution of the Shareholders’ Meeting held on May 16, 2014, by the Board of Directors on July 29, 2014, and given that the Board of Directors did not make use of the delegations of authority granted by the eleventh, thirteenth and fifteenth resolutions, the authorized capital not issued was€2.46 billion as of December 31, 2014, representing 982 million shares. 1.3.6. | Sixteenth resolution of the Shareholders’ Meeting held on May 16, 2014 |
Authority to grant restricted outstanding or new TOTAL shares to employees of the Group and to executive directors up to a maximum of 0.8% of the share capital outstanding on the date of the meeting of the Board of Directors that approves the restricted share grants. In addition, the shares granted to the Company’s executive directors cannot exceed 0.01% of the outstanding share capital on the date of the meeting of the Board of Directors that approves the grants (authorization valid for thirty-eight months). Pursuant to this authorization: 4,486,300 outstanding shares were awarded by the Board of Directors on July 29, 2014, including 48,000 outstanding shares awarded to the Chairman and Chief Executive Officer. As of December 31, 2014, 14,595,840 shares, including 190,526 shares to the Company’s executive directors, could therefore still be awarded pursuant to this authorization. 1.3.7. | Eleventh resolution of the Shareholders’ Meeting held on May 17, 2013 |
Authority to grant Company stock options to TOTAL employees and to executive directors up to a maximum of 0.75% of the share capital outstanding on the date of the meeting of the Board of Directors that approves the stock option grant. In addition, the options granted to the Company’s executive directors cannot exceed 0.05% of the outstanding share capital on the date of the meeting of the Board of Directors that approves the grants (authorization valid for thirty-eight months). Pursuant to this authorization, as of December 31, 2014, 17,889,506 stock options, including 1,192,633 to the Company’s executive directors, could still be awarded as part of this authorization, since the Board of Directors did not make use of this delegation of authority. 1.3.8. | Nineteenth resolution of the Shareholders’ Meeting held on May 11, 2012 |
Authority to cancel shares up to a maximum of 10% of the share capital of the Company existing as of the date of the operation within a twenty-four-month period. This authorization is effective until the Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2016. The Board has not made use of this delegation of authority since the authorization of the 2012 Shareholders’ Meeting. Based on 2,385,267,525 shares outstanding on December 31, 2014, the Company may, up until the conclusion of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending on December 31, 2016, cancel a maximum of 238,526,752 shares before reaching the cancellation threshold of 10% of share capital canceled over a 24-month period. | | | 152 | | TOTAL S.A. Form 20-F 2014 |
Item 10 - 1. Share capital 1.3.9. | Table compiled in accordance with Article L. 225-100 of the French Commercial Code summarizing the use of delegations of authority and powers granted to the Board of Directors with respect to capital increases as of December 31, 2014 |
| | | | | | | | | | | | | Type | | | | Par value limit, or maximum number of shares, or expressed as % of share capital (par value, number of shares or % of share capital) | | Use in 2014, par value, or number of shares | | Available balance as of 12/31/2014 par value, or number of shares | | Date of delegation of authority or authorization by the Extraordinary Shareholders’ Meeting (ESM) | | Expiry date and term of authorization granted to the Board of Directors | Maximum cap for the issuance of securities granting immediate or future rights to share capital | | Debt securities representing rights to capital | | €10 billion in securities | | — | | €10 billion | | May 16, 2014 (10th, 11th and 13th resolutions) | | July 16, 2016, 26 months | | Nominal share capital | | €2.5 billion,i.e., a maximum of 1 billion shares issued with a pre-emptive subscription right, of which: | | 18 million shares(a) | | €2.46 billion (i.e., 982 million shares) | | May 16, 2014 (10th resolution) | | July 16, 2016, 26 months | | | 1/ a specific cap of€575 million,i.e., a maximum of 230 million shares for issuances without pre-emptive subscription rights (with potential use of a greenshoe), including in compensation with securities contributed within the scope of a public exchange offer, provided that they meet the requirements of Article L. 225-148 of the French Commercial Code, of which: | | — | | €575 million | | May 16, 2014 (11th resolution) | | July 16, 2016, 26 months | | | 1/a a sub-cap of 10% of the share capital on the date of the Shareholders’ Meeting on May 16, 2014(b) through in-kind contributions when provisions of Article L. 225-148 of the French Commercial Code are not applicable | | — | | €575 million | | May 16, 2014 (13th resolution) | | July 16, 2016, 26 months | | | 2/ a specific cap of 1.5% of the share capital on the date of the Board(c) decision for capital increases reserved for employees participating in a Company savings plan | | 18 million shares(d) | | 17.8 million shares | | May 16, 2014 (14th resolution) | | July 16, 2016, 26 months | Stock option grants | | 0.75% of share capital(c) on the date of the Board decision to grant options | | — | | 17.9 million shares | | May 17, 2013 (11th resolution) | | July 17, 2016, 38 months | Restricted shares awarded to Group Employees and to executive directors | | 0.8% of share capital(b) on the date of the Board decision to grant the restricted shares | | 4.5 million shares(e) | | 14.6 million shares(e) | | May 16, 2014 (16th resolution) | | July 16, 2017, 38 months |
(a) | The number of new shares authorized under the 10th resolution of the ESM held on May 16, 2014 cannot exceed 1 billion shares. Pursuant to the 14th resolution of the ESM held on May 16, 2014, the Board of Directors decided on July 29, 2014 to proceed with a capital increase reserved for Group employees in 2015, within the limit of 18 million shares (see note (d) below). As a result, the available balance under this authorization was 982,000,000 new shares as of December 31, 2014. |
(b) | Share capital as of May 16, 2014: 2,378,583,237 shares. |
(c) | Share capital as of December 31, 2014: 2,385,267,525 shares. |
(d) | The number of new shares authorized under the 14th and 15th resolutions of the May 16, 2014 ESM may not exceed 1.5% of the share capital on the date when the Board of Directors decides to use the delegation. On July 29, 2014, the Board of Directors decided to proceed with a capital increase in 2015, within the limit of 18 million shares. As a result, the available balance under these authorizations was 17,779,012 new shares as of December 31, 2014. |
(e) | The number of shares that may be awarded as restricted share grants under the 16th resolution of the May 16, 2014 ESM may not exceed 0.8% of the share capital on the date when the restricted shares are awarded by the Board of Directors. As the Board of Directors awarded 4,486,300 outstanding shares on July 29, 2014, the number of shares that could still be awarded as of December 31, 2014 was 14,595,840 shares. In addition, the shares awarded under presence and performance conditions to the Company’s executive officers under the 16th resolution of the ESM held on May 16, 2014, cannot exceed 0.01% of the outstanding share capital on the date of the decision of the Board of Directors to proceed with the grant. Given the 48,000 outstanding shares awarded under presence and performance conditions to the Chairman and Chief Executive Officer by the Board of Directors on July 29, 2014, the number of outstanding shares that may still be awarded to the Company’s executive directors is 190,526. |
| | | 2014 Form 20-F TOTAL S.A. | | 153 |
Item 10 - 1. Share capital 1.4. | Potential share capital as of December 31, 2014 |
Securities granting rights to TOTAL shares through exercise are TOTAL share subscription options amounting to 16,635,411 share subscription options as of December 31, 2014, divided into: 5,847,965 options for the plan awarded by the Board of Directors on July 17, 2007; 3,215,884 options for the plan awarded on October 9, 2008 by decision of the Board of Directors on September 9, 2008; 3,011,269 options for the plan awarded by the Board of Directors on September 15, 2009; 3,701,218 options for the plan awarded by the Board of Directors on September 14, 2010; and 859,075 options for the plan awarded by the Board of Directors on September 14, 2011. The potential share capital (i.e., the existing share capital plus rights and securities that could result in the issuance of new TOTAL shares through exercise,i.e., 2,401,902,936 shares, represents 100.70% of the share capital as of December 31, 2014, on the basis of 2,385,267,525 TOTAL shares constituting the share capital as of December 31, 2014, and 16,635,411 TOTAL shares that could be issued upon the exercise of TOTAL options. 1.5. | TOTAL shares held by the Company or its subsidiaries |
| | | | | As of December 31, 2014 | | | | Percentage of share capital held by TOTAL S.A. | | | 0.38% | | Number of shares held in portfolio | | | 9,030,145 | | Book value of portfolio (at purchase price) (M€) | | | 401 | | Market value of portfolio (M€)(a) | | | 384 | | Percentage of capital held by companies(b) of the Group | | | 4.58% | | Number of shares held in portfolio | | | 109,361,413 | | Book value of portfolio (at purchase price) (M€) | | | 3,427 | | Market value of portfolio (M€)(a) | | | 4,650 | |
(a) | Based on a market price of€42.52 per share as of December 31, 2014. |
(b) | TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval. |
1.6. | Share capital history since January 1, 2012 |
| | | | | 1.6.1. For fiscal year 2012 | | | | | July 2, 2012 | | Acknowledgement of the issuance of 1,366,950 new shares, par value€2.50 per share, as part of the global free TOTAL share plan to Group employees decided by the Board of Directors on May 21, 2010, raising the share capital by€3,417,375 from€5,909,418,282.50 to€5,912,835,657.50. | | | January 8, 2013 | | Acknowledgement of the issuance of 798,883 new shares, par value€2.50 per share, through the exercise of stock options between January 1 and December 31, 2012, raising the share capital by€1,997,207.50 from€5,912,835,657.50 to€5,914,832,865. | | | 1.6.2. For fiscal year 2013 | | | | | April 25, 2013 | | Acknowledgement of the issuance of 10,802,215 new shares, par value€2.50 per share, as part of the capital increase reserved for Group employees approved by the Board of Directors on September 18, 2012, raising the share capital by€27,005,537.50 from€5,914,832,865 to€5,941,838,402.50. | | | January 8, 2014 | | Acknowledgement of the issuance of 942,799 new shares, par value€2.50 per share, through the exercise of stock options between January 1 and December 31, 2013, raising the share capital by€2,356,997.50 from€5,941,838,402.50 to€5,944,195,400. | | | 1.6.3. For fiscal year 2014 | | | | | July 1, 2014 | | Acknowledgement of the issuance of 666,575 new shares, par value€2.50 per share, as part of the global free TOTAL share plan to Group employees decided by the Board of Directors on May 21, 2010, raising the share capital by€1,666,437.50 from€5,944,195,400 to€5,945,861,837.50. | | | January 12, 2015 | | Acknowledgement of the issuance of 6,922,790 new shares, par value€2.50 per share, through the exercise of stock options between January 1 and December 31, 2014, raising the share capital by€17,306,975 from€5,945,861,837.50 to€5,963,168,812.50. |
The Shareholders’ Meeting of May 16, 2014, after acknowledging the report of the Board of Directors, authorized the Board of Directors, in accordance with the provisions of Article L. 225-209 of the French Commercial Code and of EC Regulation 2273/2003 of December 22, 2003, to buy and sell the Company’s shares as part of a share buyback program. The maximum purchase price was set at€70 per share. The number of shares acquired may not exceed 10% of the share capital. This authorization was granted for a period of eighteen months and replaced the previous authorization granted by the Shareholders’ Meeting of May 17, 2013. A resolution will be submitted to the Shareholders’ Meeting on May 29, 2015 to authorize trading in TOTAL shares under a share buyback program carried out in accordance with Article L. 225-209 of the French Commercial Code and European Regulation 2273/2003 of December 22, 2003. The specificities of this program are described in “— 1.7.3. 2015-2016 share buyback program”, below. 1.7.1. | Share buybacks and cancellations in 2014 |
In 2014, TOTAL S.A. bought back 4,386,300 of its own shares to cover commitments made in connection with performance share grant plans,i.e., approximately 0.18% of the share capital(1). (1) | Average share capital of year N = (share capital at December 31 N-1 + share capital at December 31 N)/2. |
| | | 154 | | TOTAL S.A. Form 20-F 2014 |
Item 10 - 1. Share capital 1.7.2. | Board’s report on share buybacks and sales |
1.7.2.1. | Share buyback during 2014 |
Under the authorization granted by the Shareholders’ Meeting of May 16, 2014, 4,386,300 TOTAL shares, each with a par value of€2.50, were bought back by TOTAL S.A. in 2014,i.e., 0.18%(1) of the share capital as of December 31, 2014. These buybacks were completed at an average price of€48.52 per share, for a total cost of approximately€213 million, excluding transaction fees. These buybacks are intended to cover the performance share grant plan approved by the Board of Directors on July 29, 2014. 1.7.2.2. | Shares held in the name of the Company and its subsidiaries as of December 31, 2014 |
As of December 31, 2014, the Company held 9,030,145 treasury shares, representing 0.38% of TOTAL’s share capital. Pursuant to French law, the voting rights and dividend rights of these shares are suspended. After taking into account the shares held by Group subsidiaries, which are entitled to a dividend but deprived of voting rights, the total number of TOTAL shares held by the Group as of December 31, 2014 was 109,361,413, representing 4.58% of TOTAL’s share capital, comprised of, on the one hand, 9,030,145 treasury shares, including 8,946,930 shares held to cover the performance share grant plans and 83,215 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries. For shares bought back to be allocated to Company or Group employees pursuant to the objectives referred to in Article 3 of EC Regulation 2273/2003 of December 22, 2003, note that, when such shares are held to cover share purchase option plans that have expired or performance share grants that have not been awarded at the end of the vesting period, they will be allocated to new TOTAL share purchase option plans or restricted share grant plans that may be approved by the Board of Directors. 1.7.2.3. | Transfer of shares during fiscal year 2014 |
4,239,335 TOTAL shares were transferred in 2014 following the final award of TOTAL shares under the restricted share grant plans. 1.7.2.4 | Cancellation of Company shares during fiscal years 2012, 2013 and 2014 |
TOTAL S.A. did not cancel any shares in 2012, 2013 and 2014. The Shareholders’ Meeting of May 11, 2012 authorized the Board of Directors to reduce the share capital on one or more occasions by canceling shares held by the Company up to a maximum of 10% of the share capital over a 24-month period. As a result, based on 2,385,267,525 shares outstanding on December 31, 2014, the Company may cancel a maximum of 238,526,752 shares before reaching the cancellation threshold of 10% of share capital canceled over a 24-month period. 1.7.2.5. | Reallocation for other approved purposes during fiscal year 2014 |
Shares purchased by the Company under the authorization granted by the Shareholders’ Meeting of May 16, 2014, or under previous authorizations, were not reallocated in 2014 to purposes other than those initially specified at the time of purchase. 1.7.2.6. | Conditions for the buyback and use of derivative products |
Between January 1, 2014 and February 28, 2015, the Company did not use any derivative products on the financial markets as part of the share buyback programs successively authorized by the Shareholders’ Meetings of May 17, 2013 and May 16, 2014. 1.7.2.7. | Shares held in the name of the Company and its subsidiaries as of February 28, 2015 |
As of February 28, 2015, the Company held 8,927,585 shares, representing 0.37% of TOTAL’s share capital. Pursuant to French law, the voting rights and dividend rights of these shares are suspended. After taking into account the shares held by Group subsidiaries, which are entitled to a dividend but deprived of voting rights, the total number of TOTAL shares held by the Group as of February 28, 2015 was 109,258,853, representing 4.58% of TOTAL’s share capital, comprised of, on the one hand, 8,927,585 treasury shares, including 8,844,370 shares held to cover the performance share grant plans and 83,215 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries. Summary table of transactions completed by the Company involving its own shares from March 1, 2014 to February 28, 2015(a): | | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative gross movements | | | Open positions as of February 28, 2015 | | | | Purchases | | | Sales | | | Open purchase positions | | | Open sales positions | | Number of shares | | | 4,386,300 | | | | — | | | | Bought calls | | | | Purchases | | | | Sold calls | | | | Sales | | Maximum average maturity | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Average transaction price (€) | | | 48.52 | | | | — | | | | — | | | | — | | | | — | | | | — | | Average exercise price | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Amounts (€) | | | 212,810,310 | | | | — | | | | — | | | | — | | | | — | | | | — | |
(a) | In compliance with the applicable regulations as of February 28, 2015, the period indicated begins on the day after the date used as a reference for previously published information. |
(1) | Average share capital of year N = (share capital at December 31 N-1 + share capital at December 31 N)/2. |
| | | 2014 Form 20-F TOTAL S.A. | | 155 |
Item 10 - 1. Share capital Moreover, following the final award of shares under the performance share grant plans, 4,341,720 TOTAL shares were transferred between March 1, 2014 and February 28, 2015. | | | | | As of February 28, 2015 | | | | | Percentage of share capital held by TOTAL S.A. | | | 0.37% | | Number of shares held in portfolio(a) | | | 8,927,585 | | Book value of portfolio (at purchase price) (M€) | | | 396 | | Market value of the portfolio (M€)(b) | | | 431 | | Percentage of capital held by companies(c) of the Group | | | 4.58% | | Number of shares held in portfolio | | | 109,258,853 | | Book value of portfolio (at purchase price) (M€) | | | 3,427 | | Market value of the portfolio (M€)(b) | | | 5,270 | |
(a) | TOTAL S.A. did not buy back any shares during the two trading days preceding February 28, 2015. As a result, TOTAL S.A. owns all the shares held in portfolio as of that date. |
(b) | Based on a closing price of€48.235 per share as of February 28, 2015. |
(c) | TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval. |
1.7.3. | 2015-2016 share buyback program |
1.7.3.1. | Description of the share buyback program under Article 241-1 et seq. of the General Regulation of the French Financial Markets Authority (Autorité des marchés financiers — AMF) |
Objectives of the share buyback program: reduce the Company’s capital through the cancellation of shares; honor the Company’s obligations related to securities convertible or exchangeable into Company shares; honor the Company’s obligations related to stock option programs or other share grants to the Company’s executive directors or to employees of the Company or a Group subsidiary; deliver shares (by exchange, payment or otherwise) in connection with external growth operations; and stimulate the secondary market or the liquidity of the TOTAL share under a liquidity agreement. Implementation of this share buyback program, which is covered by Article L. 225-209 et seq. of the French Commercial Code, Article 241-1 et seq. of the General Regulation of the French Financial Markets Authority, and the provisions of EC Regulation 2273/2003 of December 22, 2003, is subject to approval by the TOTAL S.A. Shareholders’ Meeting of May 29, 2015 through the 5th resolution that reads as follows: “Upon presentation of the report by the Board of Directors and information appearing in the description of the program prepared pursuant to Articles 241-1 and thereafter of Associationthe General Regulation (Règlement général) of the French Financial Markets Authority (Autorité des marchés financiers, or“AMF”), and voting under the conditions of quorum and majority required for Ordinary General Meetings, the shareholders hereby authorize the Board of Directors, with the possibility to sub-delegate such authority under the terms provided for by French law, pursuant to the provisions of Article L. 225-209 of the French Commercial Code, of Council Regulation n°2273/2003 dated December 22, 2003 and of the General Regulation of the AMF, to buy or sell shares of the Company within the framework of a share buyback program. The purchase, sale or transfer of such shares may be transacted by any means on regulated markets, multilateral trading facilities or over the counter, including the purchase or sale by block-trades, in accordance with the regulations of the relevant market authorities. Such transactions may include the use of any financial derivative instrument traded on regulated markets, multilateral trading facilities or over the counter, and implementing option strategies. These transactions may be carried out at any time, in accordance with the applicable rules and regulations, except during any public offering periods applying to the Company’s share capital. The maximum purchase price is set at€70 per share. In the case of a capital increase by incorporation of reserves or share grants for no consideration and in the case of a stock-split or a reverse-stock-split, this maximum price shall be adjusted by applying the ratio of the number of shares outstanding before the transaction to the number of shares outstanding after the transaction. Pursuant to the provisions of Article L. 225-209 of the French Commercial Code, the maximum number of shares that may be bought back under this authorization may not exceed 10% of the total number of shares outstanding as of the date on which this authorization is used. This limit of 10% is applicable to a capital of the Company which may be adjusted from time to time as a result of transactions after the date of the present Meeting. Purchases made by the Company may under no circumstances result in the Company holding more than 10% of the share capital, either directly or indirectly through indirect subsidiaries. As of December 31, 2014, out of the 2,385,267,525 shares outstanding at this date, the Company held 9,030,145 shares directly and 100,331,268 shares indirectly through its subsidiaries, for a total of 109,361,413 shares. Under these circumstances, the maximum number of shares that the Company could buy back is 129,165,339 shares and the maximum amount that the Company may spend to acquire such shares is€9,041,573,730. The purpose of this share buyback program is to reduce the number of shares outstanding or to allow the Company to fulfill its engagements in connection with: convertible or exchangeable securities that may give holders rights to receive shares of the Company upon conversion or exchange; or share purchase option plans, employee shareholding plans, Company savings plans or other share allocation programs for management or employees of the Company or Group companies. | | | 156 | | TOTAL S.A. Form 20-F 2014 |
Item 10 - 1. Share capital The purpose of the buybacks may also be one of the market practices accepted by the AMF,i.e.: • | | Register informationdelivery of shares (by exchange, payment or otherwise) in cases of external growth transactions, mergers, spin-offs or contributions, not exceeding the limit set forth in Article L. 225-209, 6th paragraph of the French Commercial Code in cases of mergers, spin-offs or contributions; or
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support the secondary market or the liquidity of TOTAL S.A. is registeredshares by an investment services provider by means of a liquidity agreement compliant with the Nanterre Trade and Companies RegisterCode of ethics recognized by the AMF. This program may also be used by the Company to trade in its own shares, either on or off the market, for any other purpose that is authorized or any permitted market practice, or any other purpose that may be authorized or any other market practice that may be permitted under the number 542 051 180.applicable law or regulation. In case of transactions other than the above-mentioned intended purposes, the Company will inform its shareholders in a press release. According to the intended purposes, the treasury shares that are acquired by the Company through this program may, in particular, be: cancelled, up to the maximum legal limit of 10% of the total number of shares outstanding on the date of the operation, per each 24-month period; granted for no consideration to the employees of the Group and to the management of the Company or of other companies of the Group; delivered to the holders of Company’s shares purchase options having exercised such options; sold to employees, either directly or through the intermediary of Company savings funds; delivered to the holders of securities that grant such rights to receive such shares, either through redemption, conversion, exchange, presentation of a warrant or in any other manner; or used in any other way consistent with the purposes stated in this resolution. While they are bought back and held by the Company, such shares will be deprived of voting rights and dividend rights. This authorization is granted for a period of eighteen months from the date of this Meeting. It renders ineffective up to the unused portion, the previous authorization granted by the Combined Shareholders’ Meeting held on May 16, 2014. The Board of Directors is hereby granted full authority, with the right to delegate such authority, to undertake all actions authorized by this resolution.” Maximum share capital to be purchased and maximum funds allocated to the transaction: The maximum number of shares that may be purchased under the authorization proposed to the Shareholders’ Meeting of May 29, 2015 may not exceed 10% of the total number of shares outstanding, with this limit applying to an amount of the Company’s share capital that will be adjusted, if necessary, to include transactions affecting the share capital subsequent to this Meeting. Purchases made by the Company may under no circumstances result in the Company holding more than 10% of the share capital, either directly or indirectly through subsidiaries. Before any share cancellation under the authorization given by the Shareholders’ Meeting of May 16, 2014, based on the number of shares outstanding as of December 31, 2014 (2,385,267,525 shares), and given the 109,258,853 shares held by the Group as of February 27, 2015,i.e., 4.58% of the share capital, the maximum number of shares that may be purchased would be 129,267,899, representing a theoretical maximum investment of€9,048,752,930 based on the maximum purchase price of€70. Conditions for buybacks: Such shares may be bought back by any means on regulated markets, multilateral trading facilities or over the counter, including through the purchase or sale of blocks of shares, under the conditions authorized by the relevant market authorities. These means include the use of any financial derivative instrument traded on a regulated market or over the counter and the implementation of option strategies, with the Company taking measures, however, to avoid increasing the volatility of its stock. The portion of the program carried out through the purchase of blocks of shares will not be subject to quota allocation, up to the limit set by this resolution. These shares may be bought back at any time in accordance with current regulations, except during public offerings for the Company’s shares. Duration and schedule of the share buyback program: In accordance with the 5th resolution, which will be subject to approval by the Shareholders’ Meeting of May 29, 2015, the share buyback program may be implemented over an18-month period following the date of this Meeting, and therefore expires on November 29, 2016. Transactions carried out under the previous program: Transactions carried out under the previous program are listed in the special report of the Board of Directors on share buybacks (refer to “— 1.7.2. Board’s report on share buybacks and sales”, above). | | | 2014 Form 20-F TOTAL S.A. | | 157 |
Item 10 - 2. Memorandum and Articles of Association 2. | Memorandum and Articles of Association |
2.1. | General information concerning the Company |
Headquarters: 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France. • | | ObjectsLegal form and purposesnationality: A French “société anonyme” (limited liability company).
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Trade Registry: 542 051 180 RCS Nanterre. EC Registration Number: FR 59 542 051 180. Bylaws: On file with K.L. Associés, Notaries in Paris. APE Code (NAF): 111Z until January 7, 2008; 7010Z since January 8, 2008. Term: 99 years from March 22, 2000, to expire on March 22, 2099, unless dissolved prior to this date or extended. Fiscal year: From January 1 to December 31 of each year. 2.2. | Summary of the Company’s purpose |
The Company’sdirect and indirect purpose can be found in Article 3 of its bylaws (statuts). Generally, the Company may engageis to search for and extract mining deposits in all activities relating, directly or indirectly to: (i) the explorationcountries, particularly hydrocarbons in all forms, and extraction of mining deposits, and in particular hydrocarbons, and the performance ofto perform industrial refining, processing and trading of thesein said materials as well as their derivatives and by-products; (ii) theby-products, as well as all activities relating to production and distribution of all forms of energy; (iii)energy, as well as the chemicals sector in all of its forms and to the rubber and health industries; (iv) the transportation and shippingsectors. The complete details of hydrocarbons and other products or materials relating to the Company’s business purpose; and (v) all financial, commercial, and industrial operations and operations relating to any fixed or unfixed assets and real estate, acquisitions of interests or holdingscorporate purpose are set forth in any business or company that may relate to anyArticle 3 of the above-mentioned purposes or to any similar or related purposes, of such nature as to promote the Company’s extension or its development.bylaws. •2.3. | | Director issuesProvisions of the bylaws governing the administration and management bodies
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2.3.1. | –Election of Directors and term of office | | Compensation
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Directors receive attendance fees, the maximum aggregate amount of which, determinedare elected by the Shareholders’ Meeting for a 3-year term up to a maximum number of directors authorized by law (currently eighteen), subject to the legal provisions that allow the term to be extended until the next Shareholders’ Meeting called to approve the financial statements for the previous fiscal year. In addition, one director representing the employee shareholders actingis also elected by the Shareholders’ Meeting for a 3-year term from a list of at least two candidates pre-selected by the employee shareholders under the conditions provided for by the laws, regulations and bylaws in force. However, his or her term shall expire automatically once this Director is no longer an employee or a shareholders’ meeting, remains in effect until a new decision is made.shareholder. The Board apportions attendance fees amongof Directors may meet and conduct valid deliberations until the date his or her replacement is named. Furthermore, a director representing the employees is designated by the Company’s Central Works Council. Where the number of directors appointed by the Shareholders’ Meeting is greater than twelve(1), a second director representing the employees is designated by the Company’s Central Works Council (“European Works Council”). In accordance with applicable legal provisions, the director elected by the European Works Council must have held an employment contract with the Company or one of its membersdirect or indirect subsidiaries, whose registered office is based in whatever way it considers appropriate. In particular, it may apportionmainland France, for at least two years prior to Directors who are membersappointment. By derogation, the second director elected by the European Works Council must have held an employment contract with the Company or one of its direct or indirect subsidiaries for at least two years prior to appointment. The term of office for a director representing the committeesemployees is three years. However, the term of office ends following the Board a larger share than the amount apportionedShareholders’ Meeting called to other Directors.approve the financial statements for the last fiscal year and held in the year during which the said director’s term of office expires. 2.3.2. | –Age limit of Directors | | Retirement
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TheOn the closing date of each fiscal year, the number of Directorsindividual directors over the age of TOTAL who are acting in their own capacity or as permanent representatives of a legal entity and are over seventy years old70 may not exceedbe greater than one-third of the number of Directorsdirectors in office at the end of the fiscal year. office.
If such proportionthis percentage is exceeded, the oldest Board member is automatically deemedconsidered to have resigned. Directors who are the The director permanent representative of a legal person may not continue in office beyond their seventieth birthday.entity must be under 70 years old. 2.3.3. | Age limit of the Chairman of the Board and the Chief Executive Officer |
The Company’s bylaws, as updated on December 31, 2013, provide that the duties of the Chairman of the Board automatically cease on his sixty-fifthor her 70th birthday at the latest. However, To hold this office, the Chief Executive Officer must be under the age of 67. When the age limit is reached during his or her duties, such duties automatically cease, and the Board may appoint, forof Directors elects a term of office not to exceed two years, an individual from among its members who is older than sixty-five years of age and younger than seventy years of agenew Chief Executive Officer. However, his or her duties as ChairmanChief Executive Officer will continue until the date of the Board of Directors.Directors’ meeting aimed at electing his or her successor. Subject to the age limit specified above, the Chief Executive Officer can always be re-elected. 2.3.4. | –Minimum interest in the Company held by Directors | | Shareholdings
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Each Directordirector (other than the director representing the employee shareholders or the director representing the employees) must own at least 1,000 shares of TOTALstock during his or her term of office. If, however, any director ceases to own the required number of shares, they may, however, adjust their position subject to the conditions set by law. The director representing employee shareholders must hold, during his or her term of office, except the Director representing the employee shareholders who must hold, either individually or through an investment funda Company Savings Plan (“Fonds Commun de Placement d’Entreprise”— FCPE) governed by Article L.214-40 of the French Monetary and FinancialFinance Code, (French Fonds Commun de Placement d’Entreprise, or FCPE), at least one share or a number of stocksunits in such investmentsaid fund amountingequivalent to at least one share. The director representing the employees is not bound to be a shareholder. 2.3.5. | –Majority rule for Board meetings |
Decisions are adopted by a majority vote of the directors present or represented. In the event of a tie vote, the Chairman shall cast the deciding vote. 2.3.6. | Rules of procedure of the Board and Committees of the Board of Directors |
Refer to “ Item 6 — C. Board Practices and Corporate Governance”. Management of the Company is assumed either by the Chairman of the Board (who then holds the title of the Chairman and Chief Executive Officer), or by another person appointed by the Board of Directors with the title of Chief Executive Officer. It is the responsibility of the Board of Directors to choose between these two forms of management under the majority rules described above. (1) | ElectionNeither the director representing employee shareholders, elected by the Shareholders’ Meeting, nor the director(s) representing employees are taken into consideration when defining the 12-member threshold, which is assessed on the date on which the employee director(s) are elected.
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The term of office for Directors is set by the shareholders acting in an ordinary shareholders’ meeting and may not exceed three years, subject to applicable law that may allow extension of the duration of a given term until the next ordinary shareholders’ meeting held to approve the financial statements.
| | | 138158 | | TOTAL S.A. Form 20-F 20132014 |
Item 10 - Additional Information 2. Memorandum and Articles of Association In 2003, TOTAL amendedFollowing the death of the Chairman and Chief Executive Officer, and based on the proposal of the Governance and Ethics Committee, the Board of Directors decided during its bylawsmeeting on October 22, 2014, to provideseparate the positions of Chairman and Chief Executive Officer in order to better ensure the continuity of the General Management transition process. This management form will remain in effect until a decision to the contrary is made by the Board of Directors.
At its meeting on October 22, 2014, the Board of Directors appointed Mr. Pouyanné as Chief Executive Officer for a term expiring at the end of the Shareholders’ Meeting called in 2017 to approve the financial statements for the electionfiscal year 2016. The Board furthermore appointed Mr. Desmarest Chairman of one Directorthe Board of Directors for a period due to represent employee shareholders. This Director was appointed forexpire on December 18, 2015, in light of the first time atage limits set out in the shareholders’ meeting held on May 14, 2004.bylaws. As of such date, the functions of Chairman and Chief Executive Officer of TOTAL will be combined. •2.4. | | Description ofRights, privileges and restrictions attached to the shares
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The following is a summary of the material rights of holders of fully paid-up shares and is based on the bylaws of the Company and French Company Law as codified in Volume II (Livre II) of the French Commercial Code (referred to herein as the “French Company Law”). For more complete information, please read the bylaws of TOTAL S.A., a copy of which has been filed as an exhibit to this Annual Report. In addition to the right to vote, each share entitles the holder to a portion of the corporate assets, distributions of profits and liquidation dividend which is proportional to the number of shares issued, subject to the laws and regulations in force and the bylaws. With the exception of double voting rights, no privilege is attached to a specific class of shares or to a specific class of shareholders. Each shareholder of the Company is entitled to the number of votes corresponding to the number of shares he or she possesses, or for which he or she holds proxies. According to French Company Law, voting rights may not be exercised in respect of fractional shares. According to the Company’s bylaws, each registered share that is fully paid-up and registered in the name of the same shareholder for a continuous period of at least two years is granted a double voting right after such 2-year period. In the event of a capital increase by incorporation of reserves, profits or premiums on shares, a double voting right is granted to each registered share allocated for free to a shareholder in connection with previously existing shares that already carry double voting rights. Any merger of the Company would have no effect on the double voting right, which may be exercised within the absorbing company, if the latter’s articles of association have created a similar right. The double voting right is automatically canceled when the share is converted into a bearer share or when the share is transferred, unless such transfer from registered share to registered share is due to inheritanceab intestat or testamentary inheritance, division of community property between spouses, or a donationinter vivos during the lifetime of the shareholder to the benefit of a spouse or relatives eligible to inherit. French Company Law limits a shareholder’s right to vote notably in the following circumstances: shares held by the Company or by entities controlled by the Company under certain conditions, which cannot be voted; shares held by shareholders making a contribution in-kind to the Company, which cannot be voted with respect to resolutions relating to such in-kind contributions; and shares held by interested parties, which cannot be voted with respect to resolutions relating to such shareholders. Double voting rights, in relation to the portion of share capital they represent, are granted to all fully paid-up registered shares held continuously in the name of the same shareholder for at least two years(1), and to additional registered shares allotted to a shareholder in connection with a capital increase by capitalization of reserves, profits or premiums on the basis of the existing shares which entitle the shareholder to a double voting right. 2.4.2. | Limitation of voting rights |
Article 18 of the Company’s bylaws provides that at Shareholders’ Meetings, no shareholder may cast, by himself or through his agent, on the basis of the single voting rights attached to the shares he holds directly or indirectly and the shares for which he holds powers, more than 10% of the total number of voting rights attached to the Company’s shares. In the case of double voting rights, by himself or through his agent, this limit may be exceeded, taking only the resulting additional voting rights into account, provided that the total voting rights that he exercises do not exceed 20% of the total voting rights associated with the shares in the Company. Moreover, Article 18 of the bylaws also provides that the limitation on voting rights no longer applies, absent any decision of the Shareholders’ Meeting, if an individual or a legal entity acting solely or together with one or more individuals or entities acquires at least two-thirds of the Company’s shares following a public tender offer for all the Company’s shares. In that case, the Board of Directors acknowledges that the limitation no longer applies and carries out the necessary procedure to modify the Company’s bylaws accordingly. Once acknowledged, the fact that the limitation no longer applies is final and applies to all Shareholders’ Meetings following the public tender offer under which the acquisition of at least two-third of the overall number of shares of the Company was made possible, and not solely to the first meeting following that public tender offer. Because of the fact that in such circumstances the limitation no longer applies, such limitation on voting rights cannot prevent or delay any takeover of the Company, except in case of a public tender offer where the bidder does not acquire at least two-thirds of the Company’s shares. Whenever it is necessary to own several shares in order to exercise a right, a number of shares less than the number required does not give the owners any right with respect to the Company; in such case, the shareholders are responsible for aggregating the required number of shares. (1) | This term is not interrupted and the right acquired is retained in case of a conversion of bearer to bearer pursuant to intestate or testamentary succession, share of community property between spouses or donation to the spouse or relatives entitled to inherit (Article 18 § 6 of bylaws). |
| | | 2014 Form 20-F TOTAL S.A. | | 159 |
Item 10 - 2. Memorandum and Articles of Association 2.4.4. | Statutory allocation of profits |
The net profit for the period is equal to the net income minus general expenses and other personnel expenses, all amortization and depreciation of the assets, and all provisions for commercial and industrial contingencies. From this profit, minus prior losses, if any, the following items are deducted in the order indicated: | –1. | 5% to constitute the legal reserve fund, until said fund reaches 10% of the share capital; |
| 2. | the amounts set by the Shareholders’ Meeting to fund reserves for which it determines the allocation or use; and |
| 3. | the amounts that the Shareholders’ Meeting decides to retain. |
The remainder is paid to the shareholders as dividends. The Board of Directors may pay interim dividends. The Shareholders’ Meeting held to approve the financial statements for the fiscal year may decide to grant shareholders an option, for all or part of the dividend or interim dividends, between payment of the dividend in cash or in shares. The Shareholders’ Meeting may decide at any time, but only based on a proposal by the Board of Directors, to make a full or partial distribution of the amounts in the reserve accounts, either in cash or in Company shares. Dividends which have not been claimed at the end of a 5-year period are forfeited to the French government. The Company may make dividend distributions to its shareholders from net income in each fiscal year, after deduction of the overhead and other social charges, as well as of any amortization of the business assets and of any provisions for commercial and industrial contingencies, as reduced by any loss carried forward from prior years, and less any contributions to reserves or amounts that the shareholders decide to carry forward. These distributions are also subject to the requirements of French Company Law and the Company’s bylaws. Under French Company Law, the Company must allocate 5% of its net profit in each fiscal year to a legal reserve fund until the amount in that fund is equal to 10% of the nominal amount of its share capital. The Company’s bylaws provide that its shareholders may decide to either allocate all or a part of any distributable profits among special or general reserves, carry them forward to the next fiscal year as retained earnings, or allocate them to the shareholders as dividends. The bylaws provide that the shareholders’ meeting held to approve the financial statements for the financial year may decide to grant an option to each shareholder between payment of the dividend in cash and payment in shares with respect to all or part of the dividend or interim dividends. Under French Company Law, and except as otherwise provided by a provision of the bylaws, the Company must distribute dividends to its shareholderspro rata according to their shareholdings. Dividends are payable to holders of outstanding shares on the date fixed at the shareholders’ meeting approving the distribution of dividends or, in the case of interim dividends, on the date fixed by the Company’s Board of Directors at the meeting that approves the distribution of interim dividends. Under French law, dividends not claimed within five years of the date of payment revert to the French State. Each shareholder of the Company is entitled to the number of votes corresponding to the number of shares he or she possesses, or for which he or she holds proxies. According to French Company Law, voting rights may not be exercised in respect of fractional shares.
According to the Company’s bylaws, each registered share that is fully paid-up and registered in the name of the same shareholder for a continuous period of at least two years is granted a double voting right after such 2-year period. In the event of a capital increase by capitalization of reserves, profits or premiums on shares, a double voting right is granted to each registered share allocated for free to a shareholder in connection with previously existing shares that already carry double voting rights. Any merger of the Company would have no effect on the double voting right,
which may be exercised within the absorbing company, if the latter’s articles of association have created a similar right. The double voting right is automatically canceled when the share is converted into a bearer share or when the share is transferred, unless such transfer from registered share to registered share is due to inheritanceab intestat or testamentary inheritance, division of community property between spouses, or a donationinter vivosduring the lifetime of the shareholder to the benefit of a spouse or relatives eligible to inherit.
French Company Law limits a shareholder’s right to vote notably in the following circumstances:
| o | | shares held by the Company or by entities controlled by the Company under certain conditions, which cannot be voted;
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| o | | shares held by shareholders making a contribution in-kind to the Company, which cannot be voted with respect to resolutions relating to such in-kind contributions; and
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| o | | shares held by interested parties, which cannot be voted with respect to resolutions relating to such shareholders.
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Under the Company’s bylaws, the voting rights exercisable by a shareholder, directly, indirectly or by proxy, at any shareholders’ meeting are limited to 10% of the total number of voting rights attached to the shares on the date of such shareholders’ meeting. This 10% limitation may be increased by taking into account double voting rights held directly or indirectly by the shareholder or by proxy, provided that the voting rights exercisable by a shareholder at any shareholders’ meeting may never exceed 20% of the total number of voting rights attached to the shares.
According to the Company’s bylaws, the above limitations on voting lapse automatically if any individual or entity acting alone or in concert with an individual or entity, comes to hold at least two-thirds of the total number of Company shares as a result of a public offer for all of the Company shares.
In the event the Company is liquidated, any assets remaining after payment of its debts, liquidation expenses and all of its other remaining obligations will first be distributed to repay the nominal value of the shares. After these payments have been made, any surplus will be distributedpro rata among the holders of shares based on the nominal value of their shareholdings. 2.4.7. | – | | Redemption provisions |
The Company’s shares are not subject to any redemption provisions. 2.4.8. | – | | Sinking fund provisions |
The Company’s shares are not subject to any sinking fund provisions. 2.4.9. | – | | Future capital calls |
Shareholders are not liable to the Company for future capital calls on their shares. 2.4.10. | – | | Preferential subscription rights |
As provided by French Company Law, if the Company issues additional shares, or any equity securities or other specific kinds of additional securities carrying a right, directly or indirectly, to purchase equity securities issued by the Company for cash or cash equivalents, current shareholders will have preferential subscription rights to these securities on apro rata basis. A two-thirds majority of the present and represented shares at an | | | 2013 Form 20-F TOTAL S.A. | | 139 |
Item 10 - Additional Information
extraordinary shareholders’ meeting may vote to waive the shareholders’ preferential subscription rights with respect to any particular offering. French law requires a company’s board of directors and independent auditors to present reports that specifically address any proposal to waive preferential subscription rights. The shareholders may also authorize at an extraordinary shareholders’ meeting the allocation to the existing shareholders of a nontransferable priority right to subscribe for the new securities during a limited period of time. Shareholders may also waive their own preferential subscription rights with respect to any particular offering. During the subscription period relating to a particular offering of shares, shareholders may transfer their preferential subscription rights that they have not previously waived. 2.4.11. | – | | Changes in share capital
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Under French Company Law, the Company may increase its share capital only with the approval of its shareholders at an extraordinary shareholders’ meeting (or with a delegation of authority from its shareholders). There are two methods to increase share capital: (i) by issuing additional shares, including the creation of a new class of securities and (ii) by increasing the nominal value of existing shares. The Company may issue additional shares for cash or for assets contributed in kind, upon the conversion of debt securities, or other securities giving access to its share capital, that it may have issued, by capitalization of its reserves, profits or issuance premiums.
Under French Company Law, the Company may decrease its share capital only with the approval of its shareholders at an extraordinary shareholders’ meeting (or with a delegation of authority from its shareholders). There are two methods to reduce share capital: (i) by reducing the number of shares outstanding, and (ii) by decreasing the nominal value of existing shares. The conditions under which the share capital may be reduced will vary depending upon whether the reduction is attributable to losses. The Company may reduce the number of outstanding shares either by an exchange of shares or by the repurchase and cancellation of its shares. If the reduction is attributable to losses, shares are canceled through offsetting the Company’s losses. Any decrease must meet the requirements of French Company Law, which states, among other things, that all the holders of shares in each class of shares must be treated equally, unless the affected shareholders otherwise agree.
The Company has only one class of shares, with a par value of€2.50 per share. Shares may be held in either bearer or registered form. Shares traded on NYSE Euronext Paris are cleared and settled through Euroclear France. TheIn accordance with Article 9 of its bylaws, the Company may use any lawful meansis authorized, to the extent permitted by applicable law, to identify holders of securities that grant immediate or future voting rights includingat the Company’s Shareholders’ Meetings, under a procedure known astitres au porteur identifiableaccording to which Euroclear France will, upon the Company’s request, disclose to the Company the name, nationality, address and number of shares held by each shareholder in bearer form. The information may only be requested by the Company and may not be communicated to third parties. 2.4.12. | – | | Holding of shares |
Under French Company Law and since the “dematerialization” of securities, the ownership rights of shareholders are represented by book entries instead of share certificates (other than certificates representing French securities, which are outstanding exclusively outside the territory of France and are not held by French residents). Registered | | | 160 | | TOTAL S.A. Form 20-F 2014 |
Item 10 - 2. Memorandum and Articles of Association TOTAL S.A. shares are entered into an account maintained by the Company or by a representative nominated by the Company, while sharescan be held in bearer form must be heldor registered form. In the latter case, shareholders are identified by TOTAL S.A., in an account maintainedits capacity as the issuer, or by an accredited financial intermediary on the shareholder’s behalf. For all shares in registered form, the Company maintains a share account with Euroclear France which is administered by BNP Paribas Securities Services. In addition, the Company maintains accounts in the name of each registered shareholder either directly or, at a shareholder’s request, through a shareholder’s accredited intermediary, in separate accounts maintained byits agent, BNP Paribas Securities Services, which is responsible for keeping the register of shareholders’ registered shares.
There are two forms of registration: administered registered shares: shares are registered with TOTAL through BNP Paribas Securities Services, but the holder’s financial intermediary continues to administer them with regard to sales, purchases, coupons, etc.; and pure registered shares: TOTAL holds and directly administers shares on behalf of the Company. Each shareholder’s account shows the name and number of shares held and, in the case of shares registeredholder through an accredited financial intermediary, the fact that they are so held. BNP Paribas Securities Services, aswhich administers sales, purchases, coupons, shareholders’ meeting notices, etc., so that the shareholder does not need to appoint a matterfinancial intermediary. 2.4.13. | Requirements for temporary transfer of securities |
Refer to “Item 7 — 1.3. Temporary transfer of course, issues confirmations to each registered shareholder as to shares registered in a shareholder’s account, but these confirmations do not constitute documents of title. Shares held in bearer form are held and registered on the shareholder’s behalf in an account maintained by an accredited financial intermediary and are credited to an account at Euroclear France maintained by the intermediary. Each accredited financial intermediary maintains a record of shares held through it and will issue certificates of inscription for the shares that it holds. Transfers of shares held in bearer form only may be made through accredited financial intermediaries and Euroclear France.securities”, above.
2.4.14. | – | | Cancellation of treasury shares |
After receiving shareholders’ authorization convened at an extraordinary shareholders’ meeting, the Board of Directors of the Company may cancel treasury shares owned by the Company in accordance with French Company Law up to a maximum of 10% of the share capital within any period of twenty-four months. • | | Description2.4.15.
| Ownership of TOTAL share certificatesshares by non-French persons |
TOTAL issued stock certificates (certificats représentatifs d’actions, “CRs”) as partThere is no limitation on the right of non-resident or foreign shareholders to own securities of the public exchange offer in 1999 for PetroFina shares. The CR isCompany, either under French Company Law or under the bylaws of the Company.
Under the French Monetary and Financial Code, a stock certificate provided for by French rules that is issued by Euroclear France and intended to circulate exclusively outsidenon-resident of France and that mayis not be held by French residents. The CR is issued asrequired to obtain a physical certificate or registeredprior authorization before acquiring a controlling interest in a custody account,French company with the exception of investments in certain sensitive economic areas, such as defense, oil and it hasgas supply and public health. In addition, non-residents of France must file an administrative notice (déclaration administrative) with French authorities in connection with the characteristicsacquisition of 33 1/3 % or more of the capital or voting rights of a bearer security. The CR is freely convertible fromFrench company, or a physical certificate intolower percentage if the acquiring party comes to hold a security registered on a custody accountcontrolling interest (evaluated in light of certain factors such as the acquiring party’s intentions, the acquiring party’s ability to elect directors and conversely. However, in compliance withfinancial reliance by the Belgian law of December 14, 2005company on the dematerialization of securities in Belgium, CRs may only be delivered in the form of a dematerialized certificate as from January 1, 2008, the effective date of the law. ING Belgique is the bank handling the payment of all coupons detached from outstanding CRs.acquiring party). No fees are applicable to the payment of coupons detached from CRs, except for any income or withholding taxes. The payment may be received at the teller windows of the following institutions:
| – | | ING Belgique, Avenue Marnix 24, 1000 Brussels, Belgium;
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| – | | BNP Paribas Fortis, Montagne du Parc 3, 1000 Brussels, Belgium; and
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| – | | KBC BANK N.V., Avenue du Port 2, 1080 Brussels, Belgium.
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| | | 140 | | TOTAL S.A. Form 20-F 2013 |
Item 10 - Additional Information
| – | | Share capital history since January 1, 2011
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| | | | | For fiscal year 2011
| | | | | April 28, 2011
| | Acknowledgement of the subscription to 8,902,717 new shares, par value€2.50 per share, as part of the capital increase reserved for Group employees approved by the Board of Directors on October 28, 2010, raising the share capital by€22,256,792.50 from€5,874,102,327.50 to€5,896,359,120. | | | January 12, 2012
| | Acknowledgement of the issuance of 5,223,665 new shares, par value€2.50 per share, through the exercise of stock options between January 1 and December 31, 2011, raising the share capital by€13,059,162.50 from€5,896,359,120 to€5,909,418,282.50. | | | For fiscal year 2012
| | | | | July 2, 2012
| | Acknowledgement of the issuance of 1,366,950 new shares, par value€2.50 per share, as part of the global free TOTAL share plan to Group employees decided by the Board of Directors on May 21, 2010, raising the share capital by€3,417,375 from€5,909,418,282.50 to€5,912,835,657.50. | | | January 8, 2013
| | Acknowledgement of the issuance of 798,883 new shares, par value€2.50 per share, through the exercise of stock options between January 1 and December 31, 2012, raising the share capital by€1,997,207.50 from€5,912,835,657.50 to€5,914,832,865. | | | For fiscal year 2013
| | | | | April 25, 2013
| | Acknowledgement of the issuance of 10,802,215 new shares, par value€2.50 per share, as part of the capital increase reserved for Group employees approved by the Board of Directors on September 18, 2012, raising the share capital by€27,005,537.50 from€5,914,832,865 to€5,941,838,402.50. | | | January 8, 2014
| | Acknowledgement of the issuance of 942,799 new shares, par value€2.50 per share, through the exercise of stock options between January 1 and December 31, 2013, raising the share capital by€2,356,997.50 from€5,941,838,402.50 to€5,944,195,400.Amending shareholders’ rights |
| – | | Authorized share capital not issued as of December 31, 2013
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The following is a summary ofAny amendment to the currently valid delegations and authorizations to increase share capital that have been grantedbylaws must be approved or authorized by the Shareholders’ Meeting tovoting with the Board of Directors.
| o | | Thirteenth resolution of the Shareholders’ Meeting held on May 11, 2012:
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Delegation of authority grantedquorum and majority required by the laws and regulations governing Extraordinary Shareholders’ Meeting to the Board of Directors to increase the share capital by issuing common shares or other securities granting immediate or future rights to the Company’s share capital, maintaining shareholders’ pre-emptive subscription rights up to a maximum nominal amount of€2.5 billion,i.e., 1 billion shares (delegation of authority valid for twenty-six months).
Furthermore, the maximum nominal amount of the debt securities granting rights to the Company’s share capital that may be issued pursuant to the thirteenth resolution and the fourteenth and sixteenth resolutions (mentioned below) may not exceed€10 billion, or their exchange value, on the date of issuance.
| o | | Fourteenth resolution of the Shareholders’ Meeting held on May 11, 2012:
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Delegation of authority granted by the Shareholders’ Meeting to the Board of Directors to increase the share capital by issuing common shares or other securities granting immediate or future rights to the Company’s share capital, canceling shareholders’ pre-emptive subscription rights, including the compensation comprised of securities as part of a public exchange offer, provided that they meet the requirements of Article L. 225-148 of the French Commercial Code. This resolution grants the Board of Directors the authority to grant a priority period for shareholders to subscribe to these securities pursuant to the provisions of Article L. 225-135 of the French Commercial Code. The total amount of the capital increases without pre-emptive subscription rights that may occur immediately or in the future cannot exceed the nominal
amount of€850 million,i.e., 340 million shares, par value€2.50 (delegation of authority valid for twenty-six months). Furthermore, under the fifteenth resolution of the Shareholders’ Meeting held on May 11, 2012, the Board is authorized, for each of the issuances made in connection with the fourteenth resolution, to increase the number of securities to be issued within the limit of the ceiling of 15% of the initial issuance (at the same price as the price fixed for the initial issuance) within the limit of the ceiling fixed under the fourteenth resolution. The nominal amount of the capital increases is counted against the maximum aggregate nominal amount of€2.5 billion authorized by the thirteenth resolution of the Shareholders’ Meeting held on May 11, 2012.
Furthermore, the maximum nominal amount of the debt securities granting rights to the Company’s share capital that may be issued pursuant to the above mentioned thirteenth and fourteenth resolutions and the sixteenth resolution (mentioned below) may not exceed€10 billion, or their exchange value, on the date of issuance.
| o | | Sixteenth resolution of the Shareholders’ Meeting held on May 11, 2012:
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Delegation of power granted by the Shareholders’ Meeting to the Board of Directors to increase the share capital by issuing new ordinary shares or other securities granting immediate or future rights to the Company’s share capital as compensation of in-kind contribution granted to the Company, by an amount not exceeding 10% of the share capital outstanding at the date of the Shareholders’ Meeting on May 11, 2012 (delegation of authority valid for twenty-six months). The nominal amount of the capital increases is counted against the maximum aggregate nominal amount of€850 million authorized by the fourteenth resolution of the Shareholders’ Meeting held on May 11, 2012.
Furthermore, the maximum nominal amount of the debt securities granting rights to the Company’s share capital that may be issued pursuant to the above mentioned thirteenth, fourteenth and sixteenth resolutions may not exceed€10 billion, or their exchange value, on the date of issuance.
| | | 2013 Form 20-F TOTAL S.A. | | 141 |
Item 10 - Additional Information
| o | | Twelfth resolution of the Shareholders’ Meeting held on May 17, 2013:
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Delegation of authority to the Board of Directors to complete capital increases reserved for employees participating in a company savings plan (Plan d’épargne d’entreprise), up to a maximum of 1.5% of the outstanding share capital on the date of the decision of the Board of Directors to proceed with the issue (delegation of authority valid for twenty-six months), it being specified that the amount of the capital increase is counted against the maximum aggregate nominal amount of€2.5 billion authorized by the thirteenth resolution of the Shareholders’ Meeting on May 11, 2012. This delegation renders ineffective, up to the unused portion, the seventeenth resolution of the Shareholders’ Meeting held on May 11, 2012.
Given the use of the delegations stipulated in the seventeenth and eighteenth resolutions of the Shareholders’ Meeting held on May 11, 2012, which resulted in the issuance in 2013 of 10,802,215 shares, and given that the Board of Directors did not make use of the delegations of authority granted by the thirteenth, fourteenth and sixteenth resolutions of the Shareholders’ Meeting held on May 11, 2012, the authorized capital not issued was€2.47 billion as of December 31, 2013, representing 989 million shares.
| o | | Eleventh resolution of the Shareholders’ Meeting held on May 13, 2011:
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Authority to grant restricted outstanding or new TOTAL shares to employees of the Group and to executive directors up to a maximum of 0.8% of the share capital outstanding on the date of the meeting of the Board of Directors that approves the restricted share grants. In addition, the shares granted to the Company’s executive directors cannot exceed 0.01% of the outstanding share capital on the date of the meeting of the Board of Directors that approves the grants (authorization valid for thirty-eight months).
Pursuant to this authorization:
3,700,000 outstanding shares were awarded by the Board of Directors at its meeting on September 14, 2011, including 16,000 outstanding shares awarded to the Chairman and Chief Executive Officer;
4,300,000 outstanding shares were awarded by the Board of Directors on July 26, 2012, including 53,000 outstanding shares awarded to the Chairman and Chief Executive Officer.
4,464,200 outstanding shares were awarded by the Board of Directors on July 25, 2013, including 53,000 outstanding shares awarded to the Chairman and Chief Executive Officer.
As of December 31, 2013, 6,557,225 shares, including 115,767 to the Company’s executive directors could therefore still be awarded pursuant to this authorization.
| o | | Eleventh resolution of the Shareholders’ Meeting held on May 17, 2013:
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Authority to grant Company stock options to TOTAL employees and to executive directors up to a maximum of 0.75% of the share capital outstanding on the date of the meeting of the Board of Directors that approves the stock option grant. In addition, the
options granted to the Company’s executive directors cannot exceed 0.05% of the outstanding share capital on the date of the meeting of the Board of Directors that approves the grants (authorization valid for thirty-eight months).
Pursuant to this authorization, as of December 31, 2013, 17,832,586 stock options, including 1,188,839 to the Company’s executive directors, could still be awarded.
| o | | Nineteenth resolution of the Shareholders’ Meeting held on May 11, 2012:
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Authority to cancel shares up to a maximum of 10% of the share capital of the Company existing as of the date of the operation within a twenty-four-month period. This authorization is effective until the Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2016. The Board did not make use of this delegation of authority during fiscal year 2012.
Based on 2,377,678,160 shares outstanding on December 31, 2013, the Company may, up until the conclusion of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending on December 31, 2016, cancel a maximum of 237,767,816 shares before reaching the cancellation threshold of 10% of share capital canceled during a twenty-four-month period.
| – | | Potential share capital as of December 31, 2013
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Securities granting rights to TOTAL shares, through exercise or redemption, are TOTAL share subscription options amounting to 25,356,113 share subscription options as of December 31, 2013, divided into:
| o | | 5,620,626 options for the plan awarded by the Board of Directors on July 18, 2006;
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| o | | 5,847,965 options for the plan awarded by the Board of Directors on July 17, 2007;
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| o | | 4,219,198 options for the plan awarded on October 9, 2008 by decision of the Board of Directors on September 9, 2008;
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| o | | 3,989,378 options for the plan awarded by the Board of Directors on September 15, 2009;
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| o | | 4,537,852 options for the plan awarded by the Board of Directors on September 14, 2010; and
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| o | | 1,141,094 options for the plan awarded by the Board of Directors on September 14, 2011.
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In addition, the global free TOTAL share plan intended for all Group employees awarded by the Board of Directors at its meeting on May 21, 2010 is likely to result in the issuance of a maximum of 873,475 shares as of December 31, 2013.
The potential share capital (existing share capital plus rights and securities that could result in the issuance of new TOTAL shares, through exercise or redemption),i.e., 2,403,907,748 shares, represents 101.10% of the share capital as of December 31, 2013, on the basis of 2,377,678,160 TOTAL shares constituting the share capital as of December 31, 2013, 25,356,113 TOTAL shares that could be issued upon the exercise of TOTAL options, and 873,475 TOTAL shares that could be issued under a global free share plan.
| | | 142 | | TOTAL S.A. Form 20-F 2013 |
Item 10 - Additional Information
| – | | TOTAL shares held by the Company or its subsidiaries
|
| | | | | As of December 31, 2013 | | | | Percentage of share capital held by TOTAL S.A.
| | | 0.37% | | Number of shares held in portfolio
| | | 8,883,180 | | Book value of portfolio (at purchase price) (M€)
| | | 353 | | Market value of portfolio (M€)(a)
| | | 396 | | Percentage of capital held by companies(b) of the Group
| | | 4.59% | | Number of shares held in portfolio
| | | 109,214,448 | | Book value of portfolio (at purchase price) (M€)
| | | 3,379 | | Market value of portfolio (M€)(a)
| | | 4,863 | |
(a) | Based on a market price of€44.53 per share as of December 31, 2013.
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(b) | TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.
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The Shareholders’ Meeting of May 17, 2013, after acknowledging the report of the Board of Directors, authorized the Board of Directors, in accordance with the provisions of Article L. 225-209 of the French Commercial Code and of European Regulation 2273 / 2003 of December 22, 2003, to buy and sell the Company’s shares as part of a share buyback program. The maximum purchase price was set at€70 per share. The number of shares acquired may not exceed 10% of the share capital. This authorization was granted for a period of eighteen months and replaced the previous authorization granted by the Shareholders’ Meeting of May 11, 2012.
A resolution will be submitted to the Shareholders’ Meeting on May 16, 2014 to authorize trading in TOTAL shares through a share buyback program carried out in accordance with Article L. 225-209 of the French Commercial Code and European Regulation 2273 / 2003 of December 22, 2003.
| – | | Share buybacks and cancellations in 2013
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Under the authorization granted by the Shareholders’ Meeting of May 17, 2013, 4,414,200 TOTAL shares, each with a par value of€2.50, were bought back by TOTAL S.A. in 2013,i.e., 0.19% of the share capital as of December 31, 2013(1). This buyback was completed at an average price of€40.57 per share, for a total cost of approximately€179.09 million, excluding transaction fees. This buyback is intended to cover the performance share grant plan approved by the Board of Directors on July 25, 2013.
In addition, TOTAL S.A. did not cancel any shares in 2013.
| – | | Shares held in the name of the Company and its subsidiaries as of December 31, 2013
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As of December 31, 2013, the Company held 8,883,180 treasury shares, representing 0.37% of TOTAL’s share capital. By law, the voting rights and dividend rights of these shares are suspended.
After taking into account the shares held by Group subsidiaries, which are entitled to a dividend but deprived of voting rights, the total number of TOTAL shares held by the Group as of December 31, 2013 was 109,214,448, representing 4.59% of TOTAL’s share capital, comprised of, on the one hand, 8,883,180
treasury shares, including 8,764,020 shares held to cover the performance share grant plans and 119,160 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries.
For shares bought back to be allocated to Company or Group Employees pursuant to the objectives referred to in Article 3 of EC Regulation 2273 / 2003 of December 22, 2003, note that, when such shares are held to cover share purchase option plans that have expired or performance share grants that have not been awarded at the end of the vesting period, they will be allocated to new TOTAL share purchase option plans or restricted share grant plans that may be approved by the Board of Directors.
| – | | Transfer of shares during fiscal year 2013
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3,591,391 TOTAL shares were transferred in 2013 following the final award of TOTAL shares under the restricted share grant plans.
| – | | Cancellation of Company shares during fiscal year 2011, 2012 and 2013
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TOTAL S.A. did not cancel any shares in 2011, 2012 and 2013.
The Shareholders’ Meeting of May 11, 2012 authorized the Board of Directors to reduce the share capital on one or more occasions by canceling shares held by the Company up to a maximum of 10% of the share capital over a 24-month period. As a result, based on 2,377,678,160 shares outstanding on December 31, 2013, the Company may cancel a maximum of 237,767,816 shares before reaching the cancellation threshold of 10% of share capital canceled over a 24-month period.
| – | | Reallocation for other approved purposes during fiscal year 2013
|
Shares purchased by the Company under the authorization granted by the Shareholders’ Meeting of May 17, 2013, or under previous authorizations, were not reallocated in 2013 to purposes other than those initially specified at the time of purchase.
| – | | Conditions for the buyback and use of derivative products
|
Between January 1, 2013 and February 28, 2014, the Company did not use any derivative products on the financial markets as part of the share buyback programs successively authorized by the Shareholders’ Meetings of May 11, 2012 and May 17, 2013.
| – | | Shares held in the name of the Company and its subsidiaries as of February 28, 2014
|
As of February 28, 2014, the Company held 8,883,005 treasury shares, representing 0.37% of TOTAL’s share capital. By law, the voting rights and dividend rights of these shares are suspended.
After taking into account the shares held by Group subsidiaries, which are entitled to a dividend but deprived of voting rights, the total number of TOTAL shares held by the Group as of February 28, 2014 was 109,214,273, representing 4.59% of TOTAL’s share capital, comprised of, on the one hand, 8,883,005 treasury shares, including 8,764,020 shares held to cover the performance share grant plans and 118,985 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries.
Meetings. (1)2.6. | Average share capital of year N = (share capital at December 31 N-1 + share capital at December 31 N)/2.
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| | | 2013 Form 20-F TOTAL S.A. | | 143 |
Item 10 - Additional Information
Summary table of transactions completed by the Company involving its own shares from March 1, 2013 to February 28, 2014(a):
| | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative gross movements | | | Open positions as of February 28, 2014 | | | | Purchases | | | Sales | | | Open purchase
positions | | | Open sales
positions | | Number of shares
| | | 4,414,200 | | | | — | | | | Bought calls | | | | Purchases | | | | Sold calls | | | | Sales | | Maximum average maturity
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Average transaction price (€)
| | | 40.57 | | | | — | | | | — | | | | — | | | | — | | | | — | | Average exercise price
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Amounts (€)
| | | 179,087,553 | | | | — | | | | — | | | | — | | | | — | | | | — | |
(a) | In compliance with the applicable regulations as of February 28, 2014, the period indicated begins on the day after the date used as a referencefor previously published information.
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Moreover, 3,591,466 TOTAL shares were transferred between March 1, 2013 and February 28, 2014 following the final award of shares under the performance share grant plans.
| | | | | As of February 28, 2014
| | | | | Percentage of share capital held by TOTAL S.A.
| | | 0.37% | | Number of shares held in portfolio(a)
| | | 8,883,005 | | Book value of portfolio (at purchase price) (M€)
| | | 353 | | Market value of the portfolio (M€)(b)
| | | 418 | | Percentage of capital held by companies(c) of the Group
| | | 4.59% | | Number of shares held in portfolio
| | | 109,214,273 | | Book value of portfolio (at purchase price) (M€)
| | | 3,379 | | Market value of the portfolio (M€)(b)
| | | 5,136 | |
(a) | TOTAL S.A. did not buy back any shares during the three trading days preceding February 28, 2014. As a result, TOTAL S.A. owns all the shares held in portfolio as of that date.
|
(b) | Based on a closing price of€47.03 per share as of February 28, 2014.
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(c) | TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.
|
| – | | 2014-2015 share buyback program
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Objectives of the share buyback program:
| o | | reduce the Company’s capital through the cancellation of shares;
|
| o | | honor the Company’s obligations related to securities convertible or exchangeable into Company shares;
|
| o | | honor the Company’s obligations related to stock option programs or other share grants to the Company’s management or to employees of the Company or a Group subsidiary;
|
| o | | deliver shares (by exchange, payment or otherwise) in connection with external growth operations; and
|
| o | | stimulate the secondary market or the liquidity of the TOTAL share under a liquidity agreement.
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i. Legal framework: Implementation of this share buyback program, which is in line with Article L. 225-209 et seq. of the French Commercial Code, Article 241-1 et seq. of the General Regulation of the French Financial Markets Authority, and the provisions of European Regulation 2273 / 2003 of December 22, 2003, is subject to approval by the TOTAL S.A. Shareholders’ Meeting of May 16, 2014 through the fourth resolution which reads as follows:
“Upon presentation of the report of the Board of Directors and certain information contained in the program description prepared in accordance with Article 241-1 et seq. of the General Regulation (règlement général) of the French Financial Markets Authority (Autorité des marchés financiers) and pursuant to the provisions of Article L. 225-209 of the French Commercial Code, European Regulation 2273 / 2003 of December 22, 2003, and the General
Regulation of the French Financial Markets Authority, the Shareholders’ Meeting, voting under conditions for quorum and majority required for ordinary general meetings, hereby authorizes the Board of Directors, with the option tosub-delegate such powers under the conditions provided by law, to buy or sell shares of the Company as part of a share buyback program.
The purchase, sale or transfer of these shares can be completed by any means on regulated markets, multilateral trading facilities or over the counter, including through the purchase or sale of blocks of shares, under the conditions authorized by the relevant market authorities. These means include the use of any financial derivative instrument traded on regulated markets, multilateral trading facilities or over the counter and the implementation of option strategies.
These transactions may be carried out at any time, except during public offerings for the Company’s shares, in accordance with applicable rules and regulations.
The maximum purchase price is set at€70 per share.
In case of a capital increase by capitalization of reserves and restricted share grants, and in case of a stock-split or a reverse-stock-split, this maximum price shall be adjusted by applying the ratio of the number of shares outstanding before the transaction to the number of shares outstanding after the transaction.
Pursuant to Article L. 225-209 of the French Commercial Code, the maximum number of shares that may be bought under this authorization may not exceed 10% of the total number of shares outstanding as of the date on which this authorization is used. Purchases made by the Company may under no circumstances result in the Company holding more than 10% of the share capital, either directly or indirectly through indirect subsidiaries.
| | | 144 | | TOTAL S.A. Form 20-F 2013 |
Item 10 - Additional Information
Of the 2,377,678,160 shares outstanding as of December 31, 2013, the Company held 8,883,180 shares directly and 100,331,268 shares indirectly through its subsidiaries, for a total of 109,214,448. Under these circumstances, the maximum number of shares that the Company could buy back is 128,553,368 shares, and the maximum amount that the Company may spend to acquire such shares is€8,998,735,760.
The purpose of this share buyback program will be to reduce the Company’s share capital or to allow the Company to fulfill its obligations related to:
| o | | securities convertible or exchangeable into Company shares,
|
| o | | share purchase option programs, restricted share grant plans, employee shareholding plans or company savings plans, or other share grants to management or employees of the Company or a Group company.
|
Share buybacks may also be motivated by any of the market practices allowed by the French Financial Markets Authority, namely, as of December 31, 2013:
| o | | the delivery of shares (by exchange, payment or otherwise) in connection with external growth, merger, spin-off or contribution operations, without exceeding the limit stipulated in Article L. 225-209, paragraph 6, of the French Commercial Code, for merger, spin-off or contribution operations; or
|
| o | | stimulation of the secondary market or the liquidity of the TOTAL share by an investment service provider under a liquidity agreement that complies with the ethics rules recognized by the French Financial Markets Authority.
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This program may also be used by the Company to trade in its own shares, either on or off the market, for any other authorized purpose or permitted market practice, or any practice which may be authorized by applicable laws or regulations or permitted by the French Financial Markets Authority. In case of transactions for purposes other than those mentioned above, the Company will inform its shareholders in a press release.
Based on these purposes, the shares of the Company acquired through this program may be:
| o | | canceled up to the maximum legal limit of 10% of the total number of shares outstanding on the date of the operation, over a 24-month period;
|
| o | | granted free of charge to the Group’s employees and to management of the Company or Group companies;
|
| o | | delivered to recipients of the Company’s share purchase options having exercised such options;
|
| o | | sold to employees, either directly or through Company savings plans;
|
| o | | delivered to the holders of securities that grant such rights to receive such shares, either through redemption, conversion, exchange, presentation of a warrant or in any other manner; or
|
| o | | used in any other manner that is consistent with the purposes stated in this resolution.
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While they are held by the Company, such shares will be deprived of voting rights and dividend rights.
This authorization is granted for an 18-month period from the date of this Meeting. It renders ineffective, up to the unused portion, the fourth resolution of the Combined Shareholders’ Meeting held on May 17, 2013.
The Board of Directors is hereby granted full powers, with the right to delegate such authority, to undertake all actions necessary or desirable to carry out the program or programs authorized by this resolution.”
The Shareholders’ Meeting of May 11, 2012 also authorized the Board of Directors to reduce the capital by canceling shares up to a maximum of 10% of the share capital over a 24-month period. This authorization was granted for five years and will expire after the Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2016. This approval was drafted as follows: “Upon presentation of the report of the Board of Directors and the auditors’ special report, the Shareholders’ Meeting, voting under conditions for quorum and majority required for extraordinary general meetings, hereby authorizes the Board of Directors, in accordance with Article L. 225-209 et seq. of the French Commercial Code and Article L. 225-213 of the same Code, to reduce the share capital on one or more occasions by canceling shares within the legal limits.
The maximum number of shares that may be canceled under this authorization may not exceed 10% of the total number of shares outstanding, over a 24-month period, with this limit applying to a number of shares that will be adjusted, if necessary, to include transactions affecting the share capital subsequent to this Meeting.
The Shareholders’ Meeting hereby grants full powers to the Board of Directors, with the option to sub-delegate such powers under the conditions provided by law, to carry out such capital reductions based on its decisions alone, to decide on the number of shares to cancel within the limit of 10% of the total number of shares outstanding as of the transaction date, over a 24-month period, to decide on the conditions of the capital reduction operations and confirm their execution, to apply, where applicable, the difference between the buyback value of the shares and their par value to any reserves or premiums, to amend the by-laws accordingly, and to complete all necessary formalities related thereto.
This authorization is granted for five years and will expire after the Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2016.”
ii. Conditions:
| o | | Maximum share capital to be purchased and maximum funds allocated to the transaction: The maximum number of shares that may be purchased under the authorization proposed to the Shareholders’ Meeting of May 16, 2014 may not exceed 10% of the total number of shares outstanding, with this limit applying to an amount of the Company’s share capital that will be adjusted, if necessary, to include transactions affecting the share capital subsequent to this Meeting; purchases made by the Company may under no circumstances result in the Company holding more than 10% of the share capital, either directly or indirectly through subsidiaries.
|
Before any share cancellation under the authorization given by the Shareholders’ Meeting of May 11, 2012, based on the number of shares
| | | 2013 Form 20-F TOTAL S.A. | | 145 |
Item 10 - Additional Information
outstanding as of December 31, 2013 (2,377,678,160 shares), and given the 109,214,273 shares held by the Group as of February 28, 2014,i.e., 4.59% of the share capital, the maximum number of shares that may be purchased would be 128,553,543, representing a theoretical maximum investment of€8,998,748,010 based on the maximum purchase price of€70.
| o | | Conditions for buybacks: Such shares may be bought back by any means on regulated markets, multilateral trading facilities or over the counter, including through the purchase or sale of blocks of shares, under the conditions authorized by the relevant market authorities. These means include the use of any financial derivative instrument traded on a regulated market or over the counter and the implementation of option strategies, with the Company taking measures, however, to avoid increasing the volatility of its stock. The portion of the program carried out through the purchase of blocks of shares will not be subject to quota allocation, up to the limit set by this resolution. These shares may be bought back at any time in accordance with current regulations, except during public offerings for the Company’s shares.
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| o | | Duration and schedule of the share buyback program: In accordance with the fourth resolution, which will be subject to approval by the Shareholders’ Meeting of May 16, 2014, the share buyback program may be implemented over an 18-month period following the date of this Meeting, and therefore expires on November 16, 2015.
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| – | | Transactions carried out under the previous program: Transactions carried out under the previous program are listed in the special report of the Board of Directors on share buybacks.
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French companies may hold either ordinary or extraordinary shareholders’ meetings. Ordinary shareholders’ meetings are required for matters that are not specifically reserved by law to extraordinary shareholders’ meetings: the election of the members of the Board of Directors, the appointment of statutory auditors, the approval of a management report prepared by the Board of Directors, the approval of the consolidated and statutory annual financial statements, the declaration of dividends and the share purchase programs. Extraordinary shareholders’ meetings are required for approval of amendments to a company’s bylaws, modification of shareholders’ rights, mergers, increases or decreases in share capital, including a waiver of preferential subscription rights, the creation of a new class of shares, the authorization of the issuance of investment certificates or securities convertible, exchangeable or redeemable into shares and for the sale or transfer of substantially all of a company’s assets. The Company’s Board of Directors is required to convene an annual shareholders’ meeting for approval of the annual financial statements. This meeting must be held within six months of the end of the fiscal year. However, thePrésident of theTribunal de Commerceof Nanterre, the local French commercial court, may grant an extension of this six-month period. The Company may convene other ordinary and extraordinary shareholders’ meetings at any time during the year. Meetings of shareholders may be convened by the Board of Directors or, if it fails to call a meeting, by the Company’s statutory auditors or by a court-appointed agent. A shareholder or group of shareholders holding at least 5% of the share capital, the employee committee or another interested party under certain exceptional circumstances, may request that the court appoint an agent. The notice of meeting must state the agenda for the meeting. French Company Law requires that a preliminary notice of a listed company’s shareholders’ meeting be published in theBulletin des annonces légales obligatoires (“BALO”) at least thirty-five days prior to the meeting (or fifteen days if the Company is subject to a tender offer and the Company calls a shareholders’ meeting to approve measures, the implementation of which would be likely to cause such tender offer to fail). The preliminary notice must first be sent to the French Financial Markets Authority (Autorité des marchés financiers) (“AMF”) with an indication of the date it is to be published in the BALO. The preliminary notice must include notably the agenda of the meeting and the proposed resolutions that will be submitted to a shareholders’ vote. One or more shareholders holding a certain percentage of the Company’s share capital determined on the basis of a formula related to capitalization may propose to add on the shareholders’ meeting’s agenda new resolutions to be submitted to a shareholders’ vote and/or matters without a shareholders’ vote (points), provided that the text of the new resolutions or matters (i) be received by the Company no later than the twenty-fifth day preceding the meeting (or at least the tenth day in the event the Company is subject to a tender offer and the Company calls a shareholders’ meeting to approve measures, the implementation of which would be likely to cause such tender offer to fail), and (ii) be sent no later than the twentieth day after the publication date of the preliminary notice of the shareholders’ meeting. Eligible shareholders’ request to add new matters to the meeting’s agenda has to be duly motivated. French Company Law also requires that the preliminary notice of a listed company’s shareholders’ meeting, as well as the additional resolutions and/or matters presented by the shareholders under the terms and conditions prescribed under French law, be published on the Company’s website during a period starting at the latest on the twenty-first day prior to the meeting (or the fifteenth day in the event the Company is subject to a tender offer and the Company calls a shareholders’ meeting to approve measures, the implementation of which would be likely to cause such tender offer to fail). Notice of a shareholders’ meeting is sent by postal or electronic mail at least fifteen days (or six days if the Company is subject to a tender offer to approve measures, the implementation of which would likely cause such tender offer to fail) before the meeting to all holders of registered shares who have held their shares for more than one month. However, in the case where the original | | | 2014 Form 20-F TOTAL S.A. | | 161 |
Item 10 - 2. Memorandum and Articles of Association meeting was adjourned because a quorum was not met, this time period is reduced to ten days (or four days if the Company is subject to a tender offer to approve measures, the implementation of which would be likely to cause such tender offer to fail). Attendance and the exercise of voting rights at both ordinary and extraordinary shareholders’ meetings are subject to certain conditions. Pursuant to French Company Law, participation at shareholders’ meetingsin any form in Shareholders’ Meetings is subject to registration of participating shares. Shares must either be held in the condition that an entry of registration has been made, for the owner of registered shares, in | | | 146 | | TOTAL S.A. Form 20-F 2013 |
Item 10 - Additional Information
the recordsaccount maintained by the Company (or its securities agent) or forrecorded in bearer form in a securities account maintained by a financial intermediary. Proof of this registration is obtained under a certificate of participation (“attestation de participation”) delivered to the ownershareholder. Registration of bearerthe shares in the records of an authorized intermediary, in each case at 12:00 a.m.must be effective no later than midnight. (Paris time) on the third tradingsecond business day preceding the shareholders’ meeting. Fordate of the owner of bearerShareholders’ Meeting. If, after having received such a certificate, shares are sold or transferred prior to this record date, the registration is evidenced by a certificate of participation (attestation dewill be canceled and the votes sent by mail or proxies granted to the Company for such shares will be canceled accordingly. If shares are sold or transferred after this record date, the certificate of participation) issued by the authorized intermediary. will remain valid and votes cast or proxies granted will be taken into account.
Subject to the above restrictions, all of the Company’s shareholders have the right to participate in the Company’s shareholders’ meetings, either in person or by proxy. Each shareholder may delegate voting authority to another shareholder, the shareholder’s spouse, or the companion with whom the shareholder has registered a civil partnership (PACS). Every shareholder may also delegate voting authority to any other individual or legal entity he or she may choose, provided, among other things, that a written proxy be provided to the Company. Shareholders may vote, either in person, by proxy, or by postal or electronic mail, and each is entitled to as many votes as he or she possesses or as many shares as he or she holds proxies for, subject to the voting rights limitations provided by the Company’s bylaws. If the shareholder is a legal entity, it may be represented by a legal representative. A shareholder may grant a proxy to the Company by returning a blank proxy form. In this last case, the chairman of the shareholders’ meeting may vote the shares in favor of all resolutions proposed or agreed to by the Board of Directors and against all others. The Company will send proxy forms to shareholders upon request. In order to be counted, proxies must be received at least three days prior to the shareholders’ meeting at the Company’s registered office or at another address indicated in the notice convening the meeting, or by 3:00 p.m. on the day prior to the shareholders’ meeting for electronic proxy forms. Under French Company Law, shares held by the Company or by entities controlled directly or indirectly by the Company are not entitled to voting rights. There is no requirement that a shareholder have a minimum number of shares in order to be able to attend or be represented at shareholders’ meetings. Under French Company Law, a quorum requires the presence, in person or by proxy, including those voting by mail, of shareholders having at least 20% of the shares entitled to vote in the case of (i) an ordinary shareholders’ meeting, (ii) an extraordinary shareholders’ meeting where shareholders are voting on a capital increase by capitalization of reserves, profits or share premium, or (iii) an extraordinary shareholders’ meeting if the Company is subject to a tender offer in order to approve an issuance of warrants allowing the subscription, at preferential conditions, of shares of the Company and the free allotment of such warrants to existing shareholders of the Company, the implementation of which would be likely to cause such tender offer to fail, or 25% of the shares entitled to vote in the case of any other extraordinary shareholders’ meeting. If a quorum is not present at any meeting, the meeting is adjourned. There is no quorum requirement when an ordinary shareholders’ meeting is reconvened, but the reconvened meeting may consider only questions that were on the agenda for the adjourned meeting. When an extraordinary shareholders’ meeting is reconvened, the quorum required is 20% of the shares entitled to vote, except where the reconvened meeting is considering capital increases through capitalization of reserves, profits or share premium or an issuance of warrants allowing the subscription, at preferential conditions, of shares of the Company and the free allotment of such warrants to existing shareholders of the Company, the implementation of which would be likely to cause such tender offer to fail. For these matters, no quorum is required at the reconvened meeting. If a quorum is not present at a reconvened meeting requiring a quorum, then the meeting may be adjourned for a maximum of two months. At an ordinary shareholders’ meeting, approval of any resolution requires the affirmative vote of a simple majority of the votes of the shareholders present or represented by proxy. The approval of any resolution at an extraordinary shareholders’ meeting requires the affirmative vote of a two-thirds majority of the votes cast, except that (i) any resolution to approve a capital increase by capitalization of reserves profits, or share premium, or (ii) any resolution, if the Company is subject to a tender offer in order to approve an issuance of warrants allowing the subscription, at preferential conditions, of shares of the Company and the free allotment of such warrants to existing shareholders of the Company, the implementation of which would be likely to cause such tender offer to fail, only requires the affirmative vote of a simple majority of the votes cast. Notwithstanding these rules, a unanimous vote is required to increase shareholders’ liabilities. Abstention from voting by those present or represented by proxy is counted as a vote against any resolution submitted to a vote. As set forth in the Company’s bylaws, shareholders’ meetings are held at the Company’s registered office or at any other location specified in the written notice. 2.7. | –Thresholds to be declared according to the bylaws | | Requirements for temporary transfer of securities
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French Company Law provides that any legalAny individual or entity who directly or individual (with the exception of those described in paragraph IV- 3°of Article L. 233-7indirectly acquires a percentage of the French Commercial Code) holding aloneshare capital, voting rights or in concertrights giving future access to the share capital of the Company which is equal to or greater than 1%, or a multiple of this percentage, is required to notify the Company within fifteen days by registered mail with return receipt requested, and declare the number of securities held.
In case the shares representingabove these thresholds are not declared, as specified in the preceding paragraph, any shares held in excess of the threshold that should have been declared will be deprived of voting rights at Shareholders’ Meetings if, at a meeting, the failure to make a declaration is acknowledged and if one or more than 0.5%shareholders holding collectively at least 3% of the Company’s share capital or voting rights as a result of one or several temporary stock transfers or assimilated transactionsso request at that meeting. All individuals and entities are also required to notify the Company in due form and within the meaning of Article L. 225-126time limits stated above when their direct or indirect holdings fall below each of the French Commercial Code is required to informthresholds mentioned in the Company and the AMF of the number of the shares that are temporarily possessed no later than the third business day preceding the shareholders’ meeting at midnight.first paragraph. If such declaration is not made, the shares bought under any of the above described temporary stock transfers or assimilated transactions shall be deprived of their voting rights at the relevant shareholders’ meeting and at any shareholders’ meeting that would be held until such shares are transferred again or returned.
| – | | Ownership of shares by non-French persons
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There is no limitation on the right of non-resident or foreign shareholders to own securities of the Company, either under French Company Law or under the bylaws of the Company.
| – | | Requirement for holdings exceeding certain percentages
|
French Company Law provides that any individual or entity, acting alone or in concert with others, that holds, directly or indirectly, more than 5%, 10%, 15%, 20%, 25%, 30%, 1/3, 50%, 2/3, 90% | | | 162 | | TOTAL S.A. Form 20-F 2014 |
Item 10 - 5. Taxation or 95% of the outstanding shares or of the voting rights(1)attached to the shares, or that increases or decreases its shareholding or voting rights by any of the above percentages must notify the Company by registered letter, with return receipt, within four trading days of exceeding any of the above-mentioned thresholds, of the number of shares and voting rights it holds. An individual or entity must also notify the AMF within four trading days of exceeding any of the above-mentioned thresholds. When a (1) | For the purposes of shareholding threshold declarations, pursuant to Article 223-11 of the General Regulation of the AMF, voting rights are calculated on the basis of all outstanding shares, whether or not these shares would have rights at a shareholders’ meeting.
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| | | 2013 Form 20-F TOTAL S.A. | | 147 |
Item 10 - Additional Information
shareholder exceeds such ownership thresholds, AMF rules also require disclosure of certain information relating to other financial instruments that could increase the shareholding of the individual or entity. In addition, every shareholder who, directlythe person required to make the notification referred to above shall also, when the thresholds of one-tenth, three-twentieths, one-fifth or indirectly, acting alone or in concert with others, acquires ownership or control of shares, French Company Law and AMF regulations impose additional reporting requirements on persons who acquire more than 10%, 15%, 20% or 25%one-quarter of the outstanding sharescapital or voting rights of a listed company. These persons must file a report with the company and the AMF before the end of the fifth trading day following the date they exceed the threshold. Such report, which the AMF makes public, sets forthare exceeded, declare the objectives the relevant shareholderthat it intends to pursue during the next six months and shall indicate the requested information listed in Article 223-17 of the AMF General Regulations. The declaration must be sent to the Company and delivered to the AMF, which makes it public, no later than the close of trading on the fourth trading day after the shareholding threshold has been crossed. Upon any change of intention within the six-month period following the filing of the report, the acquirer must filedeclaration, a new intentions reportdeclaration explaining the reasons for the following six-month period.change must be promptly sent to the Company and to the AMF, and made known to the public under the same conditions. Any shareholder who fails to comply with the above requirements (thresholds and intentions notifications) will have its voting rights in excess of such thresholds suspended for a period of two years from the date such shareholder complies with the notification requirements and may have all or part of its voting rights suspended for up to five years by the commercial court at the request of the Company’s Chairman, any of the Company’s shareholders or the AMF. In addition, the Company’s bylaws provide that any person, whether a natural person or a legal entity, who comes to hold, directly or indirectly, 1% or more, or any multiple of 1%, of the Company’s share capital or voting rights or of securities that may give access to the Company’s share capital must notify the Company by registered letter with return receipt requested, within fifteen calendar days of exceeding any such threshold. Failure to comply with these notification provisions will result in the suspension of the voting rights attached to the shares exceeding the threshold held by the shareholder which should have been declared if such failure is acknowledged at a shareholders’ meeting and if the deprivation of the exceeding voting rights is requested at such shareholders’ meeting by one or more shareholders together holding shares representing at least 3% of the share capital or voting rights of the Company.
Any individual or legal entity whose direct or indirect holding of shares falls below each of the levels mentioned must also notify the Company in the manner and within the time limits set forth above.
Subject to certain limited exemptions, any person, or persons acting in concert, owning in excess ofcoming to hold more than 30% of the share capital or voting rights of the Company must initiate a public tender offer for the balance of the share capital, voting rights and securities giving access to such share capital or voting rights. 2.8. | Changes in the share capital |
The Company’s share capital may be changed only under the conditions stipulated by the legal and regulatory provisions in force. No provision of the bylaws, charter, or internal regulations provide for more stringent conditions than the law governing changes in the Company’s share capital. Under French Company Law, the Company may increase its share capital only with the approval of its shareholders at an extraordinary shareholders’ meeting (or with a delegation of authority from its shareholders). There are two methods to increase share capital: (i) by issuing additional shares, including the creation of a new class of securities and (ii) by increasing the nominal value of existing shares. The Company may issue additional shares for cash or for assets contributed in kind, upon the conversion of debt securities, or other securities giving access to its share capital, that it may have issued, by capitalization of its reserves, profits or issuance premiums. Under French Company Law, the Company may decrease its share capital only with the approval of its shareholders at an extraordinary shareholders’ meeting (or with a delegation of authority from its shareholders). There are two methods to reduce share capital: (i) by reducing the number of shares outstanding, and (ii) by decreasing the nominal value of existing shares. The conditions under which the share capital may be reduced will vary depending upon whether the reduction is attributable to losses. The Company may reduce the number of outstanding shares either by an exchange of shares or by the repurchase and cancellation of its shares. If the reduction is attributable to losses, shares are canceled through offsetting the Company’s losses. Any decrease must meet the requirements of French Company Law, which states, among other things, that all the holders of shares in each class of shares must be treated equally, unless the affected shareholders otherwise agree. There have been no material contracts (not entered into in the ordinary course of business) entered into by members of the Group since March 26, 2012.2013. Under current French exchange control regulations, no limits exist on the amount of payments that TOTAL may remit to residents of the United States. Laws and regulations concerning foreign exchange controls do require, however, that an accredited intermediary must handle all payments or transfer of funds made by a French resident to a non-resident. This section generally summarizes the material U.S. federal income tax and French tax consequences of owning and disposing of shares and ADSs of TOTAL to U.S. Holders that hold their shares or ADSs as capital assets for tax purposes. A U.S. Holder is a beneficial owner of shares or ADSs that is (i) a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a domestic corporation or other domestic entity treated as a corporation for U.S. federal income tax purposes, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust. This section does not apply to members of special classes of holders subject to special rules, including: traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; tax-exempt organizations; life insurance companies; (1) | –For the purpose of shareholding threshold declarations, pursuant to Article 223-11 of the General Regulation of AMF, voting rights are calculated on the basis of all outstanding shares, whether or not these shares would have rights at a shareholders’ meeting. |
| | | 2014 Form 20-F TOTAL S.A. | | dealers in securities; 163 |
| – | | traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
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| – | | tax-exempt organizations;
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| – | | life insurance companies;
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| – | | U.S. Regulated Investment Companies (RIC), Real Estate Investment Trusts (REIT), and Real Estate Mortgage Investment Conducts (REMIC);
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| – | | persons liable for alternative minimum tax;
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| – | | persons that actually or constructively own 10% or more of the share capital or voting rights in TOTAL;
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| – | | persons that purchase or sell shares or ADSs as part of a wash sale for U.S. federal income tax purposes;
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| – | | persons that hold the shares or ADSs as part of a straddle or a hedging or conversion transaction; or
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| – | | persons whose functional currency is not the U.S. dollar.
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Item 10 - 5. Taxation U.S. Regulated Investment Companies (RIC), Real Estate Investment Trusts (REIT), and Real Estate Mortgage Investment Conducts (REMIC); persons liable for alternative minimum tax; persons that actually or constructively own 10% or more of the share capital or voting rights in TOTAL; persons that purchase or sell shares or ADSs as part of a wash sale for U.S. federal income tax purposes; persons that hold the shares or ADSs as part of a straddle or a hedging or conversion transaction; or persons whose functional currency is not the U.S. dollar. If a partnership holds ordinary shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of a partnership holding these ordinary shares or ADSs should consult their tax advisors as to the tax consequences of owning or disposing of ordinary shares or ADSs, as applicable. Under French law, specific rules apply to trusts, in particular specific new tax and filing requirements as well as modifications to wealth, estate and gift taxes as they apply to trusts. Given the complex nature of these new rules and the fact that their application varies depending on the status of the trust, the grantor, the beneficiary and the assets held in the trust, the following summary does not address the tax treatment of ADSs or shares held in a trust. If ADSs or shares are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of ADSs or shares. In addition, the discussion of the material French tax consequences is limited to U.S. Holders that (i) are residents of the United States for purposes of the Treaty (as defined below), (ii) do not maintain a permanent establishment or fixed base in France to which the shares or ADSs are attributable and through which the respective U.S. Holders carry on, or have carried on, a business (or, if the holder is an individual, performs or has performed independent personal services), and (iii) are otherwise eligible for the benefits of the Treaty in respect of income and gain from the | | | 148 | | TOTAL S.A. Form 20-F 2013 |
Item 10 - Additional Information
shares or ADSs. In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. This section is based on the Internal Revenue Code of 1986 (“IRC”), as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, and with respect to the description of the material French tax consequences, the laws of the Republic of France and French tax regulations, all as currently in effect, as well as on the Convention Between the United States and the Republic of France for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital dated August 31, 1994 as amended (the “Treaty”). These laws, regulations and the Treaty are subject to change, possibly on a retroactive basis. This discussion is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential tax effects of the ownership or disposition of the shares and ADSs and is not intended to substitute competent professional advice. Individual situations of holders of shares and ADSs may vary from the description made below. The following summary does not address the French tax treatment applicable to dividends paid in so-called “Non Cooperative Countries and Territories” (“NCCT”) within the meaning of Section 238-0 A of the French Tax Code. It does not apply to dividends paid to persons established or domiciled in such a NCCT, or paid to a bank account opened in a financial institution located in such a NCCT. Holders are urged to consult their own tax advisors regarding the U.S. federal, state and local, and French and other tax consequences of owning and disposing shares orADSs of TOTAL in their respective circumstances. In particular, a holder is encouraged to confirm with its advisor whether the holder is a U.S. Holder eligible for the benefits of the Treaty. •5.2. | | Taxation of dividends |
The term “dividends” used in the following discussion means dividends within the meaning of the Treaty. Dividends paid to non-residents of France are in principle subject to a French withholding tax at a rate of 30%. , regardless of whether they are paid in cash, in shares or a mix of both. However, under the Treaty, a U.S. Holder is generally entitled to a reduced rate of French withholding tax of 15% with respect to dividends, provided that certain requirements are satisfied. Administrative guidelines (Bulletin Officiel des Finances Publiques, BOI-INT-DG-20-20-20-20-20120912) (the “Administrative Guidelines”) set forth the conditions under which the reduced French withholding tax at the rate of 15% may be available. The immediate application of the reduced 15% rate is available to those U.S. Holders that may benefit from the so-called “simplified procedure” (within the meaning of the Administrative Guidelines). Under the “simplified procedure”, U.S. Holders may claim the immediate application of withholding tax at the rate of 15% on the dividends to be received by them, provided that: | (i) | they furnish to the U.S. financial institution managing their securities account a certificate of residence conforming with form No. 5000.5000-FR. The immediate application of the 15% withholding tax will be available only if the certificate of residence is sent to the U.S. financial institution managing their securities account no later than the dividend payment date. |
| Furthermore, each financial institution managing theU.S. Holders’ securities account must also send to the French paying agent the figure of the total amount of dividends to be received which are eligible to the reduced withholding tax rate before the dividend payment date; and |
| (ii) | the U.S. financial institution managing the U.S. Holder’s securities account provides to the French paying agent alist of the eligible U.S. Holders and other pieces of information set forth in the Administrative Guidelines. Furthermore, the financial institution managing the U.S. Holders’ securities account should certify that the U.S. Holder is, to the best of its knowledge, aUnited States resident within the meaning of the Treaty. These documents must be sent to the French payingagent within a time frame that will allow the French paying agent to file them no later than the end of thethird month computed as from the end of the month of the dividend payment date. |
Where the U.S. Holder’s identity and tax residence are known by the French paying agent, the latter may release such U.S. Holder from furnishing to (i) the financial institution managing its securities account, or (ii) as the case may be, the U.S. Internal Revenue Service (“IRS”), the abovementioned certificate of residence, and apply the 15% withholding tax rate to dividends it pays to such U.S. Holder. | | | 164 | | TOTAL S.A. Form 20-F 2014 |
Item 10 - 5. Taxation For a U.S. Holder that is not entitled to the “simplified procedure” and whose identity and tax residence are not known by the paying agent at the time of the payment, the 30% French withholding tax will be levied at the time the dividends are paid. Such U.S. Holder, however, may be entitled to a refund of the withholding tax in excess of the 15% rate under the “standard”, as opposed to the “simplified procedure”, provided that the U.S. Holder furnishes to the French paying agent an application for refund on forms No. 50005000-FR and 5001(or5001-FR (or any other relevant form to be issued by the French tax authorities) certified by the U.S. financial institution managing the U.S. Holder’s securities account (or, if not, by the competent U.S. tax authorities) before December 31 of the second year following the date of payment of the withholding tax at the 30% rate to the French tax authorities, according to the requirements provided by the Administrative Guidelines. Copies of forms No. 50005000-FR and 50015001-FR (or any other relevant form to be issued by the French tax authorities) as well as the form of the certificate of residence and the U.S. financial institution certification, together with instructions, are available from the IRS and the French tax authorities. These forms, together with instructions, will alsoare to be provided by the Depositary to all U.S. Holders of ADRs registered with the Depositary. The Depositary willis to use reasonable efforts to follow the procedures established by the French tax authorities for U.S. Holders to benefit from the immediate application of the 15% French withholding tax rate or, as the case may be, to recover the excess 15% French withholding tax initially withheld and deducted in respect of dividends distributed to them by TOTAL. To effect such benefit or recovery, the Depositary shall advise such U.S. Holder to return the relevant forms to it, properly completed and executed. Upon receipt of the relevant forms properly completed and executed by such U.S. Holder, the Depositary shall cause them to be filed with the appropriate French tax authorities, and upon receipt of any resulting remittance, the Depositary shall distribute to the U.S. Holder entitled thereto, as soon as practicable, the proceeds thereof in U.S. dollars. | | | 2013 Form 20-F TOTAL S.A. | | 149 |
Item 10 - Additional Information
The identity and address of the French paying agent are available from TOTAL. In addition, subject to certain specific filing obligations, there is no withholding tax on dividend payments made by French companies to non-French collective investment funds formed under foreign law and established in a Member State of the European Union or in another State or territory, such as the United States, that has entered with France into an administrative assistance agreement for the purpose of combating fraud and tax evasion, and which fulfill the two following conditions: | o | | the fund raises capital among a number of investors for the purpose of investing in accordance with a defined investment policy, in the interest of its investors; and
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| o | | the fund has characteristics similar to those of collective investment funds organized under French law (open-end mutual fund (OPCVM), open-end real estate fund (OPCI) and closed-end investment companies (SICAF)).
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the fund raises capital among a number of investors for the purpose of investing in accordance with a defined investment policy, in the interest of its investors; and the fund has characteristics similar to those of collective investment funds organized under French law (open-end mutual fund (OPCVM), open-end real estate fund (OPCI) and closed-end investment companies (SICAF)). Collective investment funds are urged to consult their own tax advisors to confirm whether they are eligible to such provisions and under which conditions. For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, the gross amount of any dividend a U.S. Holder must include in gross income equals the amount paid by TOTAL to the extent of the current and accumulated earnings and profits of TOTAL (as determined for U.S. federal income tax purposes). The dividend will be income from foreign sources. Dividends paid to anon-corporate U.S. Holder that constitute qualified dividend income will be taxable to the holder at the preferential rates applicable to long-term capital gains provided that the shares or ADSs are held for more than sixty days during the 121-day period beginning sixty days before the ex-dividend date and the holder meets other holding period requirements. TOTAL believes that dividends paid by TOTAL with respect to its shares or ADSs will be qualified dividend income. The dividend will not be eligible for the dividends-received deduction allowed to a U.S. corporation under Section 243 of the Code. The dividend is taxable to the U.S. Holder when the holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively. To the extent that an amount received by a U.S. Holder exceeds the allocable share of TOTAL’s current and accumulated earnings and profits, it will be applied first to reduce such holder’s tax basis in shares or ADSs owned by such holder and then, to the extent it exceeds the holder’s tax basis, it will constitute capital gain. The amount of any dividend distribution includible in the income of a U.S. Holder equals the U.S. dollar value of the euro payment made, determined at the spot euro/dollar exchange rate on the date the dividend distribution is includible in the U.S. Holder’s income, regardless of whether the payment is in fact converted into U.S. dollars. Any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in the U.S. Holder’s income to the date the payment is converted into U.S. dollars will generally be treated as ordinary income or loss from sources within the United States and will not be eligible for the special tax rate applicable to qualified dividend income. Subject to certain conditions and limitations, French taxes withheld in accordance with the Treaty will generally be eligible for credit against the U.S. Holder’s U.S. federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. In addition, special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a refund of the tax withheld is available to a U.S. Holder under French law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against such an individual’s United States federal income tax liability. For this purpose, dividends distributed by TOTAL will constitute “passive income”, or, in the case of certain U.S. Holders, “general income”, which are treated separately from one another for purposes of computing the foreign tax credit allowable to the U.S. Holder. Alternatively, a U.S. Holder may claim all foreign taxes paid as an itemized deduction in lieu of claiming a foreign tax credit. If a U.S. holder has the option to receive a distribution in shares (or ADSs) instead of cash, the distribution of shares (or ADSs) will be taxable as if the holder had received an amount equal to the fair market value of the distributed shares (or ADSs), and such holder’s tax basis in the distributed shares (or ADSs) will be equal to such amount. •5.3. | | Taxation of disposition of shares |
In general, a U.S. Holder will not be subject to French tax on any capital gain from the sale or exchange of the ADSs or redemption of the underlying shares unless those ADSs or shares form part of a business property of a permanent establishment or fixed base that the U.S. Holder has in France. Special rules may apply to individuals who are residents of more than one country. | | | 2014 Form 20-F TOTAL S.A. | | 165 |
Item 10 - 5. Taxation A financial transaction tax applies, under certain conditions, to the acquisition of shares of publicly traded companies registered in France having a market capitalization over€1 billion on December 1st of the year preceding the acquisition. A list of the companies within the scope of the financial transaction tax for 2014 has been2015 is published in a decree dated December 27, 2013.the French GuidelinesBulletin Officiel desFinances Publiques,BOI-ANNX-000467-20141226. TOTAL is included in this list. The tax also applies to the acquisition of ADRs evidencing ADSs. The financial transaction tax is due at a rate of 0.2% on the price paid to acquire the shares. The person or entity liable for the tax is generally the provider of investment services defined in Article L. 321-1 of the French Monetary and Financial Code (prestataire de services d’investissement). Investment service providers providing equivalent services outside France are subject to the tax under the same terms and conditions. Taxable transactions are broadly construed but several exceptions may apply. In general, non-income taxes, such as this financial transaction tax, paid by a U.S. Holder are not eligible for a foreign tax credit for U.S. federal income tax purposes. U.S. Holders should consult their own tax advisors as to the tax consequences and creditability of such financial transaction tax. For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, a U.S. Holder generally will recognize capital gain or loss upon the sale or disposition of shares or ADSs equal to the difference between the U.S. dollar value of the amount realized on the sale or disposition and the holder’s tax basis, determined in U.S. dollars, in the shares or ADSs. The gain or loss generally will be U.S. source gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period of the shares or ADSs is more than one year at the time of the disposition. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates. The deductibility of capital losses is subject to limitation. •5.4. | | Passive foreign investment status |
TOTAL believes that the shares or ADSs will not be treated as stock of a passive foreign investment company, or PFIC, for United States federal income tax purposes, but this conclusion is a factual determination that is made annually and thus is subject to change. If TOTAL is treated as a PFIC, unless a U.S. Holder elects | | | 150 | | TOTAL S.A. Form 20-F 2013 |
Items 10 - 11
to be taxed annually on a mark-to-market basis with respect to the shares or ADSs, gain realized on the sale or other disposition of the shares or ADSs would in general not be treated as capital gain. Instead, a U.S. Holder would be treated as if he or she had realized such gain and certain “excess distributions” ratably over the holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, in addition to which an interest charge in respect of the tax attributable to each such year would apply. With certain exceptions, a U.S. Holder’s shares or ADSs will be treated as stock in a PFIC if TOTAL were a PFIC at any time during his or her holding period in the shares or ADSs. Dividends paid will not be eligible for the preferential tax rates applicable to qualified dividend income if TOTAL is treated as a PFIC with respect to a U.S. Holder either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. •5.5. | | French estate and gift taxes |
In general, a transfer of ADSs or shares by gift or by reason of the death of a U.S. Holder that would otherwise be subject to French gift or inheritance tax, respectively, will not be subject to such French tax by reason of the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and Gifts, dated November 24, 1978 as amended, unless the donor or the transferor is domiciled in France at the time of making the gift, or at the time of his death, or if the ADSs or shares were used in, or held for use in, the conduct of a business through a permanent establishment or a fixed base in France. The French wealth tax does not apply to a U.S. Holder (i) that is not an individual, or (ii) in the case of individuals who are eligible for the benefits of the Treaty and who own, alone or with related persons, directly or indirectly, TOTAL shares which give right to less than 25% of TOTAL’s earnings. •5.7. | | U.S. state and local taxes |
In addition to U.S. federal income tax, U.S. Holders of shares or ADSs may be subject to U.S. state and local taxes with respect to their shares or ADSs. U.S. Holders should consult their own tax advisors. 6. | Dividends and Paying Agents |
After BNP Paribas Securities Services performs centralizing procedures, dividends are paid through the accounts of financial intermediaries participating in Euroclear France’s direct payment procedures. The Bank of New York Mellon acts as paying agent for dividends distributedRefer to ADS holders.“Item 8 — 2.2. Dividend payment”, above.
Documents on Display
TOTAL files annual, periodic, and other reports and information with the Securities and Exchange Commission. You may inspect any reports, statements or other information TOTAL files with the United States Securities and Exchange Commission (“SEC”) at the SEC’s public reference rooms by calling the SEC for more information at 1-800-SEC-0330. All of TOTAL’s SEC filings made after December 31, 2001, are available to the public at the SEC website at http://www.sec.gov and from certain commercial document retrieval services. You may also inspect any document the Company files with the SEC at the offices of The New York Stock Exchange, 20 Broad Street, New York, New York 10005. | | | 166 | | TOTAL S.A. Form 20-F 2014 |
Items 11 - 12 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Please refer to Note 31 to the Consolidated Financial Statements included elsewhere herein for a qualitative and quantitative discussion of the Group’s exposure to market risks. Please also refer to Notes 29 and 30 to the Consolidated Financial Statements included elsewhere herein for details of the different derivatives owned by the Group in these markets. 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 mainly interest rate and currency swaps. The Group may also occasionally use futures contracts and options. These operations and their accounting treatment are detailed in Note 1 paragraph M and Notes 20, 28 and 29 to the Consolidated Financial Statements included elsewhere herein. The financial performance of TOTAL is sensitive to a number of factors, the most significant being oil and gas prices, generally expressed in dollars, and exchange rates, in particular that of the dollar versus the euro. Generally, a rise in the price of crude oil has a positive effect on earnings as a result of an increase in revenues from oil and gas production. Conversely, a decline in crude oil prices reduces revenues. The impact of changes in crude oil prices on the activities of the Refining & Chemicals and Marketing & Services activitiessegments depends upon the speed at which the prices of finished products adjust to reflect these changes. All of the Group’s activities are, to various degrees, sensitive to fluctuations in the dollar/euro exchange rate. | | | 2013 Form 20-F TOTAL S.A. | | 151 |
Items 12 - 15
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES American Depositary Receipts fees and charges TheOn November 12, 2014, JPMORGAN CHASE BANK, N.A. was appointed successor depositary bank for the TOTAL S.A. ADR program, replacing the Bank of New York Mellon,Mellon.
JPMORGAN CHASE BANK, N.A., as a depositary, collects its fees for delivery and surrender of ADRs directly from investors depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. | | | Investors must pay: | | For: | $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | | • Issuance of ADRs, including issuances resulting from a distribution of shares or rights or other property, stocks splits or mergers • Cancellation of ADRs for the purpose of withdrawal, including if the deposit agreement terminates | A fee equivalent to the fee that would be payable if securities distributed to the investor had been shares and the shares had been deposited for issuance of ADSs | | • Distribution of securities distributed to holders of deposited securities that are distributed by the depositary to ADS registered holders | Registration or transfer fees | | • Transfer and registration of shares on the Company’s share register to or from the name of the depositary or its agent when the investor deposits or withdraws shares | Expenses of the depositary | | • Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) • Converting foreign currency to U.S. dollars | Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | | • As necessary | Any charges incurred by the depositary or its agents for servicing the deposited securities | | • As necessary |
The depositary has agreed to reimburseprovide the Company with payments concerning, among other things, expenses (“Reimbursed Expenses”) incurred by the Company for the establishment and maintenance of the ADSADR program that include, but are not limited to, exchange listing fees, annual meeting expenses, standardout-of-pocket maintenance costs for the ADRs (e.g., the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls), shareholder identification, investor relations activities or programs in North America, accounting fees (such as external audit fees incurred in connection with the Sarbanes-Oxley Act, the preparation of the Company’s Form 20-F and paid to the FASB and the PCAOB), legal fees and other expenses incurred in connection with the preparation of regulatory filings and other documentation related to ongoing SEC, NYSE and U.S. securities law compliance. In certain instances, the depositary has agreed to provide additional payments to the Company based on certain applicable performance indicators relatingrelated to the ADR facility. There are limits on During the amount of expenses for which the depositary will reimburse the Company, but the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the depositary collects from investors. Fromcalendar year preceding March 16, 2013 to March 15, 2014,2015, the Company received net payments from the depositary a paymentdepositaries of $3,500,000.00 with respect to certain Reimbursed Expenses.approximately $4.2 million.
| | | 2014 Form 20-F TOTAL S.A. | | 167 |
Items 13 - 16B ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS None. ITEM 15. CONTROLS AND PROCEDURES 1. | Disclosure controls and procedures |
Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of the Group’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the Group’s disclosure controls and procedures, which are defined as those controls and procedures designed to ensure that information required to be disclosed in reports filed under the U.S. Securities Exchange Act of 1934, as amended, is recorded, summarized and reported within specified time periods. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective to provide reasonable | | | 152 | | TOTAL S.A. Form 20-F 2013 |
Items 15 - 16C
assurance that information required to be disclosed in the reports that the Company files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting
2. | Management’s annual report on internal control over financial reporting |
The Group’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, the effectiveness of an internal control system may change over time. The Group’s management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting using the criteria set forth in the Internal Control — Integrated Framework (2013)issued in 1992 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the results of this evaluation, the Group’s management concluded that its internal control over financial reporting was effective as of December 31, 2013.2014. The effectiveness of internal control over financial reporting as of December 31, 2013,2014, was audited by KPMG S.A. and Ernst & Young Audit, independent registered public accounting firms, as stated in their report on page F-2 of this Annual Report. 3. | Changes in internal control over financial reporting |
In 2014, the Group adapted its internal control system to the 2013 COSO framework, which superseded the 1992 COSO framework as from December 15, 2014. With respect to Sarbanes-Oxley Act Section 404 (“Section 404”), the threshold used to determine entities subject to tests of controls was increased in Internal Control Over2014. In addition, the limits for qualification of internal control deficiencies were also increased, and the Group reinforced the controls applicable to equity consolidated affiliates. These changes were made in order to reflect the evolution in TOTAL’s financial aggregates since the system’s implementation, and to convert the threshold into US Dollars following the change, effective January 1, 2014, of the presentation currency of the Group’s Consolidated Financial ReportingStatements from the Euro to the US Dollar. There were noThe above-mentioned changes did not materially modify the coverage of the Group’s consolidated financial aggregates with respect to Section 404.
No other changes in the Group’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that were reasonably likely to materially affect, the Group’s internal control over financial reporting. The Group is exploring ways to adapt its internal control system to the 2013 COSO framework, which will replace the 1992 COSO framework as from December 15, 2014.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT Ms. Patricia Barbizet is the Audit Committee financial expert. Ms. Barbizet is an independent member of the Board of Directors in accordance with the NYSE listing standards applicable to TOTAL, as are the other members of the Audit Committee. ITEM 16B. CODE OF ETHICS At its meeting on February 18, 2004,October 30, 2012, the Board of Directors adopted a code of ethics that applies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and the financial and accounting officers for its principal activities. A copy of this code of ethics is included as an exhibit to this Annual Report. | | | 168 | | TOTAL S.A. Form 20-F 2014 |
Items 16C - 16D ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 1. | Fees for accountants’ services |
During the fiscal years ended December 31, 20132014 and 2012,2013, fees for services provided by Ernst & Young Audit and KPMG were as follows: | | | KPMG fiscal year | | | Ernst & Young Audit fiscal year | | | Ernst & Young Audit fiscal year | | | KPMG fiscal year | | (M€) | | 2013 | | | 2012 | | | 2013 | | | 2012 | | | (M$) | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | Audit Fees | | | 15.2 | | | | 14.3 | | | | 18.4 | | | | 18.5 | | | | 24.7 | | | | 24.4 | | | | 20.8 | | | | 20.2 | | Audit-Related Fees(a) | | | 4.7 | | | | 3.8 | | | | 1.3 | | | | 1.6 | | | | 1.1 | | | | 1.7 | | | | 6.8 | | | | 6.3 | | Tax Fees(b) | | | 1.9 | | | | 1.8 | | | | 2.5 | | | | 2.1 | | | Legal, Tax, Labor Law Fees(b) | | | | 3.3 | | | | 3.3 | | | | 2.7 | | | | 2.5 | | All Other Fees(c) | | | 0.3 | | | | — | | | | 0.2 | | | | 0.1 | | | | — | | | | 0.3 | | | | — | | | | 0.4 | | Total | | | 22.1 | | | | 19.9 | | | | 22.4 | | | | 22.3 | | | | 29.1 | | | | 29.7 | | | | 30.3 | | | | 29.4 | |
(a) | Audit-related fees are generally fees billed for services that are closely related to the performance of the audit or review of financial statements. These include due diligence services related to business combinations, attestation services not required by statute or regulation, agreed upon or expanded auditing procedures related to accounting or billing records required to respond to or comply with financial, accounting or regulatory reporting matters, consultations concerning financial accounting and reporting standards, information system reviews, internal control reviews and assistance with internal control reporting requirements. |
(b) | Tax fees are fees for services related to international and domestic tax compliance, including the preparation of tax returns and claims for refund, tax planning and tax advice, including assistance with tax audits and tax appeals, and tax services regarding statutory, regulatory or administrative developments and expatriate tax assistance and compliance. |
(c) | All other fees are principally for risk management advisory services. |
2. | Audit Committee Pre-Approval Policy |
Audit Committee Pre-Approval Policy
The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that sets forth the procedures and the conditions pursuant to which services proposed to be performed by the statutory auditors may be pre-approved and that are not prohibited by regulatory or other professional requirements. This policy provides for both pre-approval of certain types of services through the use of an annual budget approved by the Audit Committee for these types of services and special pre- pre-approvalapproval of services by the Audit Committee on acase-by-case basis. The Audit Committee reviews on an annual basis the services provided by the statutory auditors. During 2013,2014, noaudit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to thede minimisexception to the pre-approval requirement provided by paragraph (c)(7)(i)(C) ofRule 2-01 of Regulation S-X.
| | | 2013 Form 20-F TOTAL S.A. | | 153 |
Items 16D - 16G
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES None.
TOTAL’s Audit Committee consists of four directors including three directors who meet the independence requirements under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and one who is exempt under such requirements pursuant to the Rule 10A-3(b)(1)(iv)(C) exemption for non-executive officer employees. The Audit Committee member exempt from the independence requirements under this rule is Mr. Charles Keller, appointed as the director representing employee shareholders pursuant to Article L.225-23 of the French Commercial Code (see “Item 6 —C. Board Practices and Corporate Governance — 3.1. Audit Committee”). TOTAL’s reliance on such exemptions does not materially adversely affect the ability of the Audit Committee to act independently. | | | 2014 Form 20-F TOTAL S.A. | | 169 |
Items 16E - 16G ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | | | | | | | | | | | | | | | | | Period | | Total Number Of Shares Purchased | | | Average Price Paid Per Share (€) | | | Total Number Of Shares Purchased, As Part Of Publicly Announced Plans Or Programs(a) | | | Maximum Number Of Shares That May Yet Be Purchased Under The Plans Or Programs(b) | | January 2013 | | | — | | | | — | | | | — | | | | 128,201,798 | | February 2013 | | | — | | | | — | | | | — | | | | 128,201,823 | | March 2013 | | | — | | | | — | | | | — | | | | 128,201.943 | | April 2013 | | | — | | | | — | | | | — | | | | 129,282,275 | | May 2013 | | | — | | | | — | | | | — | | | | 129,282,925 | | June 2013 | | | — | | | | — | | | | — | | | | 129,282,940 | | July 2013 | | | 712,847 | | | | 40.096 | | | | 712,847 | | | | 128,571,408 | | August 2013 | | | 3,701,353 | | | | 40.662 | | | | 3,701,353 | | | | 124,873,894 | | September 2013 | | | — | | | | — | | | | — | | | | 128,504,419 | | October 2013 | | | — | | | | — | | | | — | | | | 128,525,844 | | November 2013 | | | — | | | | — | | | | — | | | | 128,543,449 | | December 2013 | | | — | | | | — | | | | — | | | | 128,553,368 | | January 2014 | | | — | | | | — | | | | — | | | | 128,556,625 | | February 2014 | | | — | | | | — | | | | — | | | | 128,572,574 | |
| | | | | | | | | | | | | | | | | Period | | Total Number Of Shares Purchased | | | Average Price Paid Per Share (€) | | | Total Number Of Shares Purchased, As Part Of Publicly Announced Plans Or Programs(a) | | | Maximum Number Of Shares That May Yet Be Purchased Under The Plans Or Programs(b) | | January 2014 | | | — | | | | — | | | | — | | | | 128,556,625 | | February 2014 | | | — | | | | — | | | | — | | | | 128,572,574 | | March 2014 | | | — | | | | — | | | | — | | | | 128,618,295 | | April 2014 | | | — | | | | — | | | | — | | | | 128,650,950 | | May 2014 | | | — | | | | — | | | | — | | | | 128,693,386 | | June 2014 | | | — | | | | — | | | | — | | | | 129,079,809 | | July 2014 | | | — | | | | — | | | | — | | | | 133,422,676 | | August 2014 | | | 4,386,300 | | | | 48.517 | | | | 4,386,300 | | | | 129,044,305 | | September 2014 | | | — | | | | — | | | | — | | | | 129,091,092 | | October 2014 | | | — | | | | — | | | | — | | | | 129,094,699 | | November 2014 | | | — | | | | — | | | | — | | | | 129,104,355 | | December 2014 | | | — | | | | — | | | | — | | | | 129,165,339 | | January 2015 | | | — | | | | — | | | | — | | | | 129,266,822 | | February 2015 | | | — | | | | — | | | | — | | | | 129,291,634 | |
(a) | The shareholders’ meeting of May 17, 2013,16, 2014, canceled and replaced the previous resolution from the shareholders’ meeting of May 11, 2012,17, 2013, authorizing the Board of Directors to trade in the Company’s own shares on the market for a period of eighteen months within the framework of the stock purchase program. The maximum number of shares that may be purchased by virtue of this authorization or under the previous authorization may not exceed 10% of the total number of shares constituting the share capital, this amount being periodically adjusted to take into account operations modifying the share capital after each shareholders’ meeting. Under no circumstances may the total number of shares the Company holds, either directly or indirectly through its subsidiaries, exceed 10% of the share capital. |
(b) | Based on 10% of the Company’s share capital, and after deducting the shares held by the Company for cancellation and the shares held by the Company to cover the share purchase option plans for Company employees and restricted share grants for Company employees, as well as after deducting the shares held by the subsidiaries. |
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT Not applicable. ITEM 16G. CORPORATE GOVERNANCE Summary of Significant Differences between French Corporate Governance Practices and the NYSE’s Corporate Governance Standards, as required by section 303A.11 of the NYSE Listed Company Manual.
•1. | Summary of Significant Differences between French Corporate Governance Practices and the NYSE’s Corporate Governance Standards, as required by section 303A.11 of the NYSE Listed Company Manual |
The following paragraphs provide a brief, general summary of significant ways in which our corporate governance practices differ from those required by the listing standards of the New York Stock Exchange (the “NYSE”) for U.S. companies that have common stock listed on the NYSE. While our management believes that our corporate governance practices are similar in many respects to those of U.S. domestic NYSE listed companies and provide investors with protections that are comparable in many respects to those established by the NYSE Listed Company Manual, certain significant differences are described below. The principal sources of corporate governance standards in France are the French Commercial Code (Code de Commerce), the French Financial and Monetary Code (Code monétaire et financier), as amended from time to time, and the regulations and recommendations provided by the French Financial Markets Authority (Autorité des marchés financiers, AMF), as well as a number of general recommendations and guidelines on corporate governance, most notably the Corporate Governance Code for Listed Companies published in December 2008 (as amended in April 2010 and June 2013) by the principal French business confederations, the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France (MEDEF) (the “AFEP-MEDEF Code”). The AFEP-MEDEF Code includes, among other things, recommendations relating to the role and operation of the board of directors (creation, composition and evaluation of the board of directors and the audit, compensation and nominating committees) and the independence criteria for board members. Articles L. 820-1et seq. of the French Commercial Code prohibits statutory auditors from providing certain non-audit services and defines certain criteria for the independence of statutory auditors. In France, the independence of statutory auditors is also monitored by an independent body, the High Council for Statutory Auditors (Haut Conseil du commissariat aux comptes). For an overview of certain of our corporate governance policies, see “Item 6.6 — C. Board Practices and Corporate Governance”. •1.2. | | Composition of Board of Directors; Independence |
The NYSE listing standards provide that the board of directors of a U.S.-listed company must consist of a majority of independent directors and that the audit committee, the nominating/corporate governance committee and the compensation committee must be composed entirely of independent directors. A director qualifies as independent only if the board affirmatively determines that the | | | 154 | | TOTAL S.A. Form 20-F 2013 |
Item 16G - Summary of Significant Corporate Governance Differences
director has no material relationship with the company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. In addition,Furthermore, as | | | 170 | | TOTAL S.A. Form 20-F 2014 |
Item 16G - Summary of Significant Corporate Governance Differences discussed below, the listing standards enumerate a number of relationships that preclude independence. Furthermore, as discussed below, new rules under the listing standards that came into effect in 2013 require additional procedures in regards to the independence of directors who sit on the compensation committee. In addition, the listing standards enumerate a number of relationships that preclude independence. French law does not contain any independence requirement for the members of the board of directors of a French company, except for the audit committee, as described below. The AFEP- MEDEFAFEP-MEDEF Code recommends, however, that (i) at least half of the members of the board of directors be independent in companies that have a dispersed ownership structure and no controlling shareholder, and (ii) at least a third of the members of the board of directors be independent in companies that have a controlling shareholder. Members of the board representing the employee shareholders, as well as members representing the employees, are not taken into account in order to determine these percentages. The AFEP-MEDEF Code states that a director is independent when “he or she has no relationship of any naturekind whatsoever with the company,corporation, its group or the management of either that may compromise the exercise ofcolour his or her freedom of judgment.” The AFEP-MEDEF Code also enumerates specific criteria for determining independence, which are on the whole consistent with the goals of the NYSE’s rules, including recent amendments, although the specific tests under the two standards may vary on some points. Based on the proposalFor an overview of TOTAL’s Governance & Ethics Committee (formerly Nominating & Governance Committee), the Board of DirectorsDirectors’ assessment of TOTAL at its meeting on February 11, 2014, examined the independence of each of the Company’s Directors, as of December 31, 2013, relying on its assessmentincluding a description of the Board’s independence criteria, set forth in the AFEP-MEDEF Code. Therefer to “Item 6 — C. Board of Directors considered that all of the Directors of the Company are independent, with the exceptions of Mr. de Margerie, ChairmanPractices and Chief Executive Officer of the Company since May 21, 2010, and Mr. Desmarest, honorary Chairman (formerly Chairman of the Board of Directors until May 21, 2010), and noted that, as of February 11, 2014, 85%(1) of the Directors were independent.Corporate Governance — 5. Director independence”.
•1.3. | | Representation of women on corporate boards |
Article L. 225-18-1 of the French Commercial Codecommercial law provides for legally binding quotas to boost the percentage of women on boards of directors of French-listed companies, requiring that women represent: (i) at least 20% following the first ordinary shareholders’ meeting held after January 1, 2014, and (ii) at least 40% following the first ordinary shareholders’ meeting held after January 1, 2017. Members of the board representing the employees are not taken into account in order to determine these percentages. When the board of directors consists of less than nine members, the difference between the number of directors of each gender atwhen the end of the 5-year period40% quota will apply should not be higher than two. Any appointment of a director made in violation of these rules shall be declared null and void and the payment of the directors’ compensation shall be suspended until the board composition complies with the law’s requirements (the management report shall also indicate the suspension of the directors’ compensation until the board composition complies with the law’s requirements). However, decisions of a board of directors
that fail to comply with these quotas may not be declared null and void. In addition, the AFEP-MEDEF Code recommends compliance with said 40% quota within a period of six years from the date of the 2010 annual ordinary shareholders’ meeting. As of February 11, 2014,2015, the Company’s Board had five female members (i.e., one-third(38.5%(1) of the Directors). •1.4.1. | | Board committeesOverview
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Overview.The NYSE listing standards require that a U.S.-listed company have an audit committee, a nominating/corporate governance committee and a compensation committee. Each of these
committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. In addition,Furthermore, the NYSE adopted in 2013 new compensation committee rules, whichlisting standards require that, in addition to the independence criteria referenced above under “Composition of Board of Directors; Independence”, certain enumerated factors be taken into consideration when making a determination on the independence of directors on the compensation committee or when engaging advisors to the compensation committee. With the exception of an audit committee, as described below, French law requires neither the establishment of board committees nor the adoption of written charters. The AFEP-MEDEF Code recommends, however, that the board of directors sets up, in addition to an audit committee, a nominating committee and a compensation committee, indicating that the nominating and compensation committees may form only one committee. The AFEP-MEDEF Code also recommends that at least two-thirds of the audit committee members and a majority of the members of each of the compensation committee and the nominating committee be independent directors, it being specified that the chairman of the compensation committee should be independent.independent, and that the audit committee should not include any executive director. TOTAL has established an Audit Committee, a Compensation Committee, a Governance &and Ethics Committee (formerly Nominating & Governance Committee), a Compensation Committee and a Strategic Committee, and considers allCommittee. As of December 31, 2014, the memberscomposition of these committees was as follows: The Audit Committee had four members. With the exception of the director representing the employee shareholders, Mr. Keller (see “— 1.4.2. Audit committee”, below, and “Item 16D. Exemptions from the listing standards for audit committees”), all members of this committee have been deemed independent by the Board of Directors. The Compensation Committee had four members (Mr. Desmarest withdrew from this Committee at the time of his appointment as Chairman of the Board of Directors). With the exception of Mr. Pébereau, who chairs the Committee, all members of this committee have been deemed independent by the Board of Directors. As Mr. Pébereau did not request the renewal of his directorship at the Shareholders’ Meeting to be held on May 29, 2015, the Compensation Committee, following the Shareholders’ Meeting of May 29, 2015, will have three members, all three being independent withdirectors. The Governance and Ethics Committee had six members. With the exception of Mr. Desmarest, who is a memberchairs the Committee and Mr. Collomb, all members of this committee have been deemed independent by the CompensationBoard of Directors. As Mr. Collomb did not request the renewal of his directorship at the Shareholders’ Meeting to be held on May 29, 2015, the Governance and Ethics Committee will have five members following the Shareholders’ Meeting of May 29, 2015. The Strategic Committee had six members. With the exception of Mr. Desmarest, who chairs the Committee and Ms. Lauvergeon, all members of this committee have been deemed independent by the Board of Directors. As Ms. Lauvergeon did not request the renewal of her directorship at the Shareholders’ Meeting of May 29, 2015, she will leave the Strategic Committee and chairsfollowing the Shareholders’ Meeting. In addition, at its meeting of (1) | As per French law and the AFEP-MEDEF Code, the director representing employees shall be excluded for the computation of the gender percentage. As of February 11, 2015, the gender percentage is 38.5%, because five Board seats are held by women out of a total of thirteen seats (excluding the director representing the employees of TOTAL’s Board of Directors). |
| | | 2014 Form 20-F TOTAL S.A. | | 171 |
Item 16G - Summary of Significant Corporate Governance & Ethics Committee, and Mr. de Margerie, who chairs the Strategic Committee. Differences | | February 11, 2015, and further to a proposal by the Governance and Ethics Committee, the Board of Directors decided that Mr. Pouyanné, Chief Executive Officer, shall become a member of the Strategic Committee, subject to the approval of his appointment as a director by the Shareholders’ Meeting of May 29, 2015. |
For the text of the charters that define the scope of each committee’s activity as well asand the membershipindependence assessment of each committee,member, see “Item 6.6 — C. Board Practices and Corporate Governance”Governance — 3. Committees of the Board of Directors”. The NYSE listing standards also require that the audit, nominating/corporate governance and compensation committees of a U.S.-listed company be vested with decision-making powers on certain matters. Under French law, these committees are advisory in nature and have no decision-making authority. Board committees are responsible for examining matters within the scope of their charter and making recommendations on these matters to the board of directors. Under French law, the board of directors has the final decision-making authority. Audit committee.
The NYSE listing standards contain detailed requirements for the audit committees of U.S.-listed companies. Some, but not all, of these requirements also apply to non-U.S.-listed companies, such as TOTAL. French law requires the board of directors of companies listed in France to establish an audit committee (Article L. 823-19 of the French Commercial Code), at least one member of which must be an independent director and must be competent in finance or (1) | Not including the director representing employee shareholders, according to the recommendations made in the AFEP-MEDEF Code.
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| | | 2013 Form 20-F TOTAL S.A. | | 155 |
Item 16G - Summary of Significant Corporate Governance Differences
accounting. The AFEP-MEDEF Code provides that at leasttwo-thirds of the directors on the audit committee be independent and that the audit committee should not include any executive director. Under NYSE rules, in the absence of an applicable exemption, audit committees are required to comply with in the independence requirements of Rule 10A-3 of the Exchange Act. TOTAL’s Audit Committee consists of four directors including three directors who meet the independence requirements under Rule 10A-3, and one who is exempt under such requirements pursuant to theRule 10A-3(b)(1)(iv)(C) exemption for non-executive officer employees. The Audit Committee member exempt from the independence requirements under this rule is Mr. Keller, the director representing employee shareholders (see “Item 6 — C. Board Practices and Corporate Governance — 3.1. Audit Committee”). Pursuant to French law and the AFEP-MEDEF Code, the audit committee is responsible for, among other things, reviewing the financial statements and ensuring the relevance and consistency of accounting methods used in drawing up the consolidated and corporate accounts, examining the company’s risk exposure and material off-balance sheet commitments and the scope of consolidation, monitoring the process for the preparation of financial information, monitoring the efficiency of internal control procedures and risk management systems, managing the process of selecting statutory auditors, expressing an opinion on the amount of their fees and monitoring compliance with rules designed to ensure auditor independence, regularly interviewing statutory auditors without the executive management being present and calling upon outside experts if necessary. Although the audit committee requirements under French law and recommendations under the AFEP-MEDEF Code are less detailed than those contained in the NYSE listing standards, the NYSE listing standards, French law and the AFEP-MEDEF Code share the goal of establishing a system for overseeing the company’s accounting that is independent from management and that ensures auditor independence. As a result, they address similar topics, and there is some overlap. For the specific tasks performed by the Audit Committee of TOTAL that exceed those required by French law and those recommended by the AFEP-MEDEF Code, see “Item 6.6 — C. Board Practices and Corporate Governance — 3.1. Audit Committee”. One structural difference between the legal status of the audit committee of a U.S.-listed company and that of a French-listed company concerns the degree of the committee’s involvement in managing the relationship between the company and the auditor. French law requires French companies that publish consolidated financial statements, such as TOTAL S.A., to have twoco-auditors. While the NYSE listing standards require that the audit committee of a U.S.-listed company have direct responsibility for the appointment, compensation, retention and oversight of the work of the auditor, French law provides that the election of the co-auditors is the sole responsibility of the shareholders duly convened at a shareholders’ meeting. In making their decision, the shareholders may rely on proposals submitted to them by the board of directors, the decision of the latter being taken upon consultation with the audit committee. The shareholders elect the auditors for an audit period of six fiscal years. The auditors may only be dismissed by a court and only on grounds of professional negligence or incapacity to perform their mission. •1.5. | | Meetings of non-management directors |
The NYSE listing standards require that the non-management directors of a U.S.-listed company meet at regularly scheduled executive sessions without management. French law does not contain such a requirement. The AFEP-MEDEF Code recommends, however, that non-executive directors should havemeet periodically without the opportunity to meet outside the presence of executive directors, and that theor “in-house” directors. The internal rules of procedureoperation of the Boardboard of Directors shoulddirectors must provide for onesuch a meeting of this kind peronce a year, duringat which time the performanceevaluation of the Chairman, the Chief Executive Officerchairman’s, chief executive officer’s and deputy chief executive officer’s respective performance is to be carried out, and the Deputy Chief Executive Officer(s) would be evaluated, and which would be an opportunityparticipants are to reflect periodically on the future of the Company’scompany’s executive management. Although the rules of procedure of the Company’s Board of Directors do not expressly provide that one meeting of the non-executive directors be held per year without the participation of the executive or “in house” directors, the Board of Directors’ practice constitutes a mechanism whichthat has the same effect as the recommendation made in the AFEP-MEDEF Code. In fact, at its meeting held each year in February, the Board of Directors evaluates the performances of the Chairman and Chief Executive Officer and, where applicable, reflects on the future of the Company’s management. When these particular matters are reviewed, the Chairman and Chief Executive Officer (who is not a director) as well as the members of the Executive Committee present at the meeting (that are not executive and non-executive directors), leave the Board meeting. The Honorary Chairman then serves as Chairman of the Board with regard to these matters. The NYSE listing standards require U.S.-listed companies to adopt, and post on their websites, a set of corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession, and an annual performance evaluation of the board. In addition, the chief executive officer of a U.S.-listed company must certify to the NYSE annually that he or she is not aware of any violations by the company of the NYSE’s corporate governance listing standards. | | | 172 | | TOTAL S.A. Form 20-F 2014 |
Items 16H - 19 French law requires neither the adoption of such guidelines nor the provision of such certification. The AFEP-MEDEF Code recommends, however, that the board of directors of a French-listed company performs an annual review of its operation and that a formal evaluation possibly with the assistance of an outside consultant, be undertakenat least once every three years, implemented under the leadership of the appointments or nominations committee or an independent director, with help from an external consultant (which for TOTAL took place in early 2013) with the assistance of an outside consultant, and. The AFEP-MEDEF Code also recommends that the board of directors reviewsreview its composition, organization and operation and that shareholders be informed of these evaluations each year in the annual report. In addition, Article L. 225-37 of the French Commercial Code provides that the chairman of the board of directors annually describesmust describe in a report to the shareholders the composition of the board and the balanced representation of men and women in the board, the preparation and organization of the board’s work, as well as the internal controlscontrol and risk management procedures implemented by the company. The AFEP-MEDEF Code also addresses deontologyincludes ethical rules that theconcerning which directors are expected to comply with.comply. •1.7. | | Code of business conduct and ethics |
The NYSE listing standards require each U.S.-listed company to adopt, and post on its website, a code of business conduct and ethics for its directors, officers and employees. There is no similar requirement under French law. However, under the SEC’s rules and regulations, all companies required to submit periodic reports to the SEC, including TOTAL, must disclose in their annual reports whether they have adopted a code of ethics for their principal executive officer and senior financial officers. In addition, they must file a copy of the code with the SEC, post the text of the code on their website or undertake to provide a copy upon request to any person without charge. There is significant, though not complete, overlap between the code of ethics required by the NYSE listing standards and the code of ethics for senior financial officers required by the SEC’s rules. For a discussion of the code of ethics adopted by TOTAL, see “Item 6. C. Board Practices and Corporate Governance” and “Item 16B. Code of Ethics”. | | | 156 | | TOTAL S.A. Form 20-F 2013 |
Items 16H - 19
ITEM 16H. MINE SAFETY DISCLOSURE Not applicable. ITEM 17. FINANCIAL STATEMENTS Not applicable. ITEM 18. FINANCIAL STATEMENTS The following financial statements, together with the report of Ernst & Young Audit and KPMG S.A. thereon, are held as part of this annual report. | | | | | | | Page | | Report of Independent Registered Public Accounting Firms on the Consolidated Financial Statements | | | F-1 | | Report of Independent Registered Public Accounting Firms on the Internal Control over Financial Reporting | | | F-2 | | Consolidated Statement of Income for the Years Ended December 31, 2014, 2013 2012 and 20112012 | | | F-3 | | Consolidated Statement of Comprehensive Income for the Years Ended December 31, 2014, 2013 2012 and 20112012 | | | F-4 | | Consolidated Balance Sheet at December 31, 2014, 2013 2012 and 20112012 | | | F-5 | | Consolidated Statement of Cash Flow for the Years Ended December 31, 2014, 2013 2012 and 20112012 | | | F-6 | | Consolidated Statement of Changes in Shareholders’ Equity for the Years Ended December 31, 2014, 2013 2012 and 20112012 | | | F-7 | | Notes to the Consolidated Financial Statements | | | F-8 | | | | Supplemental Oil and Gas Information (Unaudited) | | | S-1 | |
Schedules have been omitted since they are not required under the applicable instructions or the substance of the required information is shown in the financial statements. ITEM 19. EXHIBITS The following documents are filed as part of this annual report: | | | 1 | | Bylaws (Statuts) of TOTAL S.A. (as amended through December 31, 2013)2014). | 2 | | The total amount of long-term debt securities authorized under any instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. We hereby agree to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of long-term debt of the Company or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed. | 7.1 | | Ratio of earnings to fixed charges. | 7.2 | | Computation of earnings to fixed charges. | 8 | | List of Subsidiaries (see Note 35 to the Consolidated Financial Statements included in this Annual Report). | 11 | | Code of Ethics (incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2005, filed on April 20, 2006).Ethics. | 12.1 | | Certification of Chairman and Chief Executive Officer. | 12.2 | | Certification of Chief Financial Officer. | 13.1 | | Certification of Chairman and Chief Executive Officer. | 13.2 | | Certification of Chief Financial Officer. | 1515.1
| | Consent of ERNST & YOUNG AUDIT and of KPMG S.A. | 15.2 | | Consent of DeGolyer and MacNaughton. | 15.3 | | Third party report of DeGolyer and MacNaughton. |
| | | 2014 Form 20-F TOTAL S.A. | | 173 |
SIGNATURE The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. | | | TOTAL S.A. | | | By: | | /s/ CHRISTOPHE DE MARGERIEPATRICK POUYANNÉ | | | Name: Christophe de MargeriePatrick Pouyanné | | | Title: Chairman and Chief Executive Officer |
Date: March 27, 201426, 2015 | | | 2013174 | | TOTAL S.A. Form 20-F TOTAL S.A. | | 1572014 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS ON THE CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, 20132014 The Board of Directors and Shareholders, We have audited the accompanying consolidated balance sheets of TOTAL S.A. and subsidiaries (“the Company”) as of December 31, 2014, 2013 2012 and 2011,2012, and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for each of the years in the three-yearthree year period ended December 31, 2013.2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2014, 2013 2012 and 2011,2012, and the consolidated results of its operations and its consolidated cash flows for each of the years in the three-yearthree year period ended December 31, 2013,2014, in conformity with International Financial Reporting Standards as adopted by the European Union and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. As discussed in the “Introduction” to the notes to the consolidated financial statements, the Company has changed its method of accounting for employee benefits as a resultthe presentation currency of the mandatory application ofconsolidated financial statements from the revised standard IAS 19 – Employee Benefits.euro to the U.S. dollar. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013,2014, based on criteria established in Internal Control —– Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 6, 20142, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Paris La Défense, March 6, 20142, 2015 | | | | | | | | | | | | | | | | KPMG Audit A division of KPMG S.A.
| | | | ERNST & YOUNG Audit | | | | | | /s/ JMAYICHEL NPIRSIMLOOIETTE | | | | /s/ PVASCALALéRIE MBACIOCEESSON | | | | /s/ YVON SALAüN | | | | /s/ LAURENT VMITSEIANNAY | Jay Nirsimloo Michel Piette | | | | Pascal MacioceValérie Besson | | | | Yvon Salaün | | | | Laurent VitseMiannay | Partner | | | | Partner | | | | Partner | | | | Partner |
| | | 20132014 Form 20-F TOTAL S.A. | | F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS ON THE INTERNAL CONTROL OVER FINANCIAL REPORTING Year ended December 31, 20132014 The Board of Directors and Shareholders, We have audited TOTAL S.A. and subsidiaries’ (“the Company”) internal control over financial reporting as of December 31, 2013,2014, based on criteria established inInternal Control — Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2014, based on criteria established inInternal Control –— Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2014, 2013 2012 and 20112012, and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for each of the years in the three-year period ended December 31, 2013,2014, and our report dated March 6, 20142, 2015 expressed an unqualified opinion on those consolidated financial statements. Paris La Défense, March 6, 20142, 2015 | | | | | | | | | | | | | | | | KPMG Audit A division of KPMG S.A.
| | | | ERNST & YOUNG Audit | | | | | | /s/ JMAYICHEL NPIRSIMLOOIETTE | | | | /s/ PVASCALALéRIE MBACIOCEESSON | | | | /s/ YVON SALAüN | | | | /s/ LAURENT VMITSEIANNAY | Jay NirsimlooMichel Piette
| | | | Pascal MacioceValérie Besson | | | | Yvon Salaün | | | | Laurent VitseMiannay | Partner | | | | Partner | | | | Partner | | | | Partner |
| | | F-2 | | TOTAL S.A. Form 20-F 20132014 |
CONSOLIDATED STATEMENT OF INCOMEConsolidated statement of income
TOTAL | For the year ended December 31, (M€)(a) | | | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$)(a) | | | | | 2014 | | 2013 | | 2012 | | Sales | | | (Notes 4 & 5 | ) | | | 189,542 | | | | 200,061 | | | | 184,693 | | | | (notes 4 & 5 | ) | | | 236,122 | | | | 251,725 | | | | 257,037 | | Excise taxes | | | | | (17,887 | ) | | | (17,762 | ) | | | (18,143 | ) | | | | | (24,104 | ) | | | (23,756 | ) | | | (22,821 | ) | Revenues from sales | | | | | 171,655 | | | | 182,299 | | | | 166,550 | | | | | | 212,018 | | | | 227,969 | | | | 234,216 | | Purchases net of inventory variation | | | (Note 6 | ) | | | (121,113 | ) | | | (126,798 | ) | | | (113,892 | ) | | Purchases, net of inventory variation | | | | (note 6 | ) | | | (152,975 | ) | | | (160,849 | ) | | | (162,908 | ) | Other operating expenses | | | (Note 6 | ) | | | (21,687 | ) | | | (22,784 | ) | | | (19,792 | ) | | | (note 6 | ) | | | (28,349 | ) | | | (28,764 | ) | | | (29,273 | ) | Exploration costs | | | (Note 6 | ) | | | (1,633 | ) | | | (1,446 | ) | | | (1,019 | ) | | | (note 6 | ) | | | (1,964 | ) | | | (2,169 | ) | | | (1,857 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | | | (9,031 | ) | | | (9,525 | ) | | | (7,506 | ) | | | | | (19,656 | ) | | | (11,994 | ) | | | (12,237 | ) | Other income | | | (Note 7 | ) | | | 1,725 | | | | 1,462 | | | | 1,946 | | | | (note 7 | ) | | | 2,577 | | | | 2,290 | | | | 1,897 | | Other expense | | | (Note 7 | ) | | | (2,105 | ) | | | (915 | ) | | | (1,247 | ) | | | (note 7 | ) | | | (954 | ) | | | (2,800 | ) | | | (1,178 | ) | Financial interest on debt | | | | | (670 | ) | | | (671 | ) | | | (713 | ) | | | | | (748 | ) | | | (889 | ) | | | (863 | ) | Financial income from marketable securities & cash equivalents | | | | | 64 | | | | 100 | | | | 273 | | | | | | 108 | | | | 85 | | | | 128 | | Cost of net debt | | | (Note 29 | ) | | | (606 | ) | | | (571 | ) | | | (440 | ) | | | (note 29 | ) | | | (640 | ) | | | (804 | ) | | | (735 | ) | Other financial income | | | (Note 8 | ) | | | 524 | | | | 558 | | | | 609 | | | | (note 8 | ) | | | 821 | | | | 696 | | | | 717 | | Other financial expense | | | (Note 8 | ) | | | (529 | ) | | | (499 | ) | | | (429 | ) | | | (note 8 | ) | | | (676 | ) | | | (702 | ) | | | (641 | ) | Equity in income (loss) of affiliates | | | (Note 12 | ) | | | 2,571 | | | | 2,010 | | | | 1,925 | | | Equity in net income (loss) of affiliates | | | | (note 12 | ) | | | 2,662 | | | | 3,415 | | | | 2,582 | | Income taxes | | | (Note 9 | ) | | | (11,110 | ) | | | (13,035 | ) | | | (14,091 | ) | | | (note 9 | ) | | | (8,614 | ) | | | (14,767 | ) | | | (16,747 | ) | Consolidated net income | | | | 8,661 | | | | 10,756 | | | | 12,614 | | | | | 4,250 | | | | 11,521 | | | | 13,836 | | Group share | | | | | 8,440 | | | | 10,609 | | | | 12,309 | | | | | | 4,244 | | | | 11,228 | | | | 13,648 | | Non-controlling interests | | | | 221 | | | | 147 | | | | 305 | | | | | 6 | | | | 293 | | | | 188 | | Earnings per share (€) | | | | | 3.73 | | | | 4.70 | | | | 5.48 | | | Fully-diluted earnings per share (€) | | | | 3.72 | | | | 4.68 | | | | 5.45 | | | Earnings per share ($) | | | | | | 1.87 | | | | 4.96 | | | | 6.05 | | Fully-diluted earnings per share ($) | | | | | 1.86 | | | | 4.94 | | | | 6.02 | |
(a) | Except for per share amounts. |
| | | 20132014 Form 20-F TOTAL S.A. | | F-3 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEConsolidated statement of comprehensive income
TOTAL | For the year ended December 31, (M€) | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Consolidated net income | | | 8,661 | | | | 10,756 | | | | 12,614 | | | | 4,250 | | | | 11,521 | | | | 13,836 | | Other comprehensive income | | | | | | | | | | | | | Actuarial gains and losses | | | 513 | | | | (911 | ) | | | (533 | ) | | | (1,526 | ) | | | 682 | | | | (1,171 | ) | Tax effect | | | (216 | ) | | | 362 | | | | 191 | | | | 580 | | | | (287 | ) | | | 465 | | Currency translation adjustment generated by the parent company | | | | (9,039 | ) | | | 3,129 | | | | 1,324 | | Items not potentially reclassifiable to profit and loss | | | 297 | | | | (549 | ) | | | (342 | ) | | | (9,985 | ) | | | 3,524 | | | | 618 | | Currency translation adjustment | | | (2,199 | ) | | | (702 | ) | | | 1,483 | | | | 4,245 | | | | (1,925 | ) | | | (397 | ) | Available for sale financial assets | | | 25 | | | | (338 | ) | | | 337 | | | | (29 | ) | | | 33 | | | | (435 | ) | Cash flow hedge | | | 117 | | | | 65 | | | | (84 | ) | | | 97 | | | | 156 | | | | 83 | | Share of other comprehensive income of equity affiliates, net amount | | | (857 | ) | | | 160 | | | | (15 | ) | | | (1,538 | ) | | | (805 | ) | | | 249 | | Other | | | (4 | ) | | | (14 | ) | | | (3 | ) | | | 3 | | | | (12 | ) | | | (18 | ) | Tax effect | | | (47 | ) | | | 63 | | | | (55 | ) | | | (18 | ) | | | (62 | ) | | | 82 | | Items potentially reclassifiable to profit and loss | | | (2,965 | ) | | | (766 | ) | | | 1,663 | | | | 2,760 | | | | (2,615 | ) | | | (436 | ) | Total other comprehensive income (net amount) (Note 17) | | | (2,668 | ) | | | (1,315 | ) | | | 1,321 | | | Total other comprehensive income (net amount)(note 17) | | | | (7,225 | ) | | | 909 | | | | 182 | | Comprehensive income | | | 5,993 | | | | 9,441 | | | | 13,935 | �� | | | (2,975 | ) | | | 12,430 | | | | 14,018 | | — Group share | | | 5,910 | | | | 9,334 | | | | 13,585 | | | | (2,938 | ) | | | 12,193 | | | | 13,848 | | — Non-controlling interests | | | 83 | | | | 107 | | | | 350 | | | | (37 | ) | | | 237 | | | | 170 | |
| | | F-4 | | TOTAL S.A. Form 20-F 20132014 |
CONSOLIDATED BALANCE SHEETConsolidated balance sheet
TOTAL | As of December 31, (M€) | | | | 2013 | | 2012 | | 2011 | | | As of December 31, (M$) | | | | | 2014 | | 2013 | | 2012 | | ASSETS | | | | | | | | | | | | | | | | | Non-current assets | | | | | | | | | | | | | | | | | Intangible assets, net | | | (Notes 5 & 10 | ) | | | 13,341 | | | | 12,858 | | | | 12,413 | | | | (notes 5 & 10 | ) | | | 14,682 | | | | 18,395 | | | | 16,965 | | Property, plant and equipment, net | | | (Notes 5 & 11 | ) | | | 75,759 | | | | 69,332 | | | | 64,457 | | | | (notes 5 & 11 | ) | | | 106,876 | | | | 104,480 | | | | 91,477 | | Equity affiliates : investments and loans | | | (Note 12 | ) | | | 14,804 | | | | 13,759 | | | | 12,995 | | | Equity affiliates: investments and loans | | | | (note 12 | ) | | | 19,274 | | | | 20,417 | | | | 18,153 | | Other investments | | | (Note 13 | ) | | | 1,207 | | | | 1,190 | | | | 3,674 | | | | (note 13 | ) | | | 1,399 | | | | 1,666 | | | | 1,571 | | Hedging instruments of non-current financial debt | | | (Note 20 | ) | | | 1,028 | | | | 1,626 | | | | 1,976 | | | | (note 20 | ) | | | 1,319 | | | | 1,418 | | | | 2,145 | | Deferred income taxes | | | (Note 9 | ) | | | 2,810 | | | | 2,279 | | | | 2,070 | | | | (note 9 | ) | | | 4,079 | | | | 3,838 | | | | 2,982 | | Other non-current assets | | | (Note 14 | ) | | | 3,195 | | | | 2,663 | | | | 2,457 | | | | (note 14 | ) | | | 4,192 | | | | 4,406 | | | | 3,513 | | Total non-current assets | | | | | 112,144 | | | | 103,707 | | | | 100,042 | | | | | | 151,821 | | | | 154,620 | | | | 136,806 | | Current assets | | | | | | | | | | | | | | | | | Inventories, net | | | (Note 15 | ) | | | 16,023 | | | | 17,397 | | | | 18,122 | | | | (note 15 | ) | | | 15,196 | | | | 22,097 | | | | 22,954 | | Accounts receivable, net | | | (Note 16 | ) | | | 16,984 | | | | 19,206 | | | | 20,049 | | | | (note 16 | ) | | | 15,704 | | | | 23,422 | | | | 25,339 | | Other current assets | | | (Note 16 | ) | | | 10,798 | | | | 10,086 | | | | 10,767 | | | | (note 16 | ) | | | 15,702 | | | | 14,892 | | | | 13,307 | | Current financial assets | | | (Note 20 | ) | | | 536 | | | | 1,562 | | | | 700 | | | | (note 20 | ) | | | 1,293 | | | | 739 | | | | 2,061 | | Cash and cash equivalents | | | (Note 27 | ) | | | 14,647 | | | | 15,469 | | | | 14,025 | | | | (note 27 | ) | | | 25,181 | | | | 20,200 | | | | 20,409 | | Assets classified as held for sale | | | (Note 34 | ) | | | 2,359 | | | | 3,797 | | | | — | | | | (note 34 | ) | | | 4,901 | | | | 3,253 | | | | 5,010 | | Total current assets | | | | 61,347 | | | | 67,517 | | | | 63,663 | | | | | 77,977 | | | | 84,603 | | | | 89,080 | | Total assets | | | | 173,491 | | | | 171,224 | | | | 163,705 | | | | | 229,798 | | | | 239,223 | | | | 225,886 | | LIABILITIES & SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | Shareholders’ equity | | | | | | | | | | | | | | | | | Common shares | | | | | 5,944 | | | | 5,915 | | | | 5,909 | | | | | | 7,518 | | | | 7,493 | | | | 7,454 | | Paid-in surplus and retained earnings | | | | | 74,449 | | | | 70,116 | | | | 65,430 | | | | | | 94,646 | | | | 98,254 | | | | 92,485 | | Currency translation adjustment | | | | | (4,385 | ) | | | (1,504 | ) | | | (1,004 | ) | | | | | (7,480 | ) | | | (1,203 | ) | | | (1,696 | ) | Treasury shares | | | | (3,379 | ) | | | (3,342 | ) | | | (3,390 | ) | | | | (4,354 | ) | | | (4,303 | ) | | | (4,274 | ) | Total shareholders’ equity — Group share | | | (Note 17 | ) | | | 72,629 | | | | 71,185 | | | | 66,945 | | | | (note 17 | ) | | | 90,330 | | | | 100,241 | | | | 93,969 | | Non-controlling interests | | | | 2,281 | | | | 1,280 | | | | 1,352 | | | | | 3,201 | | | | 3,138 | | | | 1,689 | | Total shareholders’ equity | | | | | 74,910 | | | | 72,465 | | | | 68,297 | | | | | | 93,531 | | | | 103,379 | | | | 95,658 | | Non-current liabilities | | | | | | | | | | | | | | | | | Deferred income taxes | | | (Note 9 | ) | | | 12,943 | | | | 12,132 | | | | 11,855 | | | | (note 9 | ) | | | 14,810 | | | | 17,850 | | | | 16,006 | | Employee benefits | | | (Note 18 | ) | | | 3,071 | | | | 3,744 | | | | 3,385 | | | | (note 18 | ) | | | 4,758 | | | | 4,235 | | | | 4,939 | | Provisions and other non-current liabilities | | | (Note 19 | ) | | | 12,701 | | | | 11,585 | | | | 10,909 | | | | (note 19 | ) | | | 17,545 | | | | 17,517 | | | | 15,285 | | Non-current financial debt | | | (Note 20 | ) | | | 25,069 | | | | 22,274 | | | | 22,557 | | | | (note 20 | ) | | | 45,481 | | | | 34,574 | | | | 29,392 | | Total non-current liabilities | | | | 53,784 | | | | 49,735 | | | | 48,706 | | | | | 82,594 | | | | 74,176 | | | | 65,622 | | Current liabilities | | | | | | | | | | | | | | | | | Accounts payable | | | | | 21,958 | | | | 21,648 | | | | 22,086 | | | | | | 24,150 | | | | 30,282 | | | | 28,563 | | Other creditors and accrued liabilities | | | (Note 21 | ) | | | 13,821 | | | | 14,698 | | | | 14,774 | | | | (note 21 | ) | | | 16,641 | | | | 18,948 | | | | 19,316 | | Current borrowings | | | (Note 20 | ) | | | 8,116 | | | | 11,016 | | | | 9,675 | | | | (note 20 | ) | | | 10,942 | | | | 11,193 | | | | 14,535 | | Other current financial liabilities | | | (Note 20 | ) | | | 276 | | | | 176 | | | | 167 | | | | (note 20 | ) | | | 180 | | | | 381 | | | | 232 | | Liabilities directly associated with the assets classified as held for sale | | | (Note 34 | ) | | | 626 | | | | 1,486 | | | | — | | | | (note 34 | ) | | | 1,760 | | | | 864 | | | | 1,960 | | Total current liabilities | | | | 44,797 | | | | 49,024 | | | | 46,702 | | | | | 53,673 | | | | 61,668 | | | | 64,606 | | Total liabilities and shareholders’ equity | | | | 173,491 | | | | 171,224 | | | | 163,705 | | | | | 229,798 | | | | 239,223 | | | | 225,886 | |
| | | 20132014 Form 20-F TOTAL S.A. | | F-5 |
CONSOLIDATED STATEMENT OF CASH FLOWConsolidated statement of cash flow
TOTAL (Notenote 27) | For the year ended December 31, (M€) | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | CASH FLOW FROM OPERATING ACTIVITIES | | | | | | | | | | | | | Consolidated net income | | | 8,661 | | | | 10,756 | | | | 12,614 | | | | 4,250 | | | | 11,521 | | | | 13,836 | | Depreciation, depletion and amortization | | | 10,058 | | | | 10,481 | | | | 8,628 | | | | 20,859 | | | | 13,358 | | | | 13,466 | | Non-current liabilities, valuation allowances and deferred taxes | | | 1,171 | | | | 1,470 | | | | 1,632 | | | Non-current liabilities, valuation allowances, and deferred taxes | | | | (1,980 | ) | | | 1,567 | | | | 1,889 | | Impact of coverage of pension benefit plans | | | — | | | | (362 | ) | | | — | | | | — | | | | — | | | | (465 | ) | (Gains) losses on disposals of assets | | | (68 | ) | | | (1,321 | ) | | | (1,590 | ) | | | (1,979 | ) | | | (80 | ) | | | (1,715 | ) | Undistributed affiliates’ equity earnings | | | (583 | ) | | | 211 | | | | (107 | ) | | | 29 | | | | (775 | ) | | | 272 | | (Increase) decrease in working capital | | | 1,930 | | | | 1,084 | | | | (1,739 | ) | | | 4,480 | | | | 2,525 | | | | 1,392 | | Other changes, net | | | 304 | | | | 143 | | | | 98 | | | | (51 | ) | | | 397 | | | | 183 | | Cash flow from operating activities | | | 21,473 | | | | 22,462 | | | | 19,536 | | | | 25,608 | | | | 28,513 | | | | 28,858 | | CASH FLOW USED IN INVESTING ACTIVITIES | | | | | | | | | | | | | Intangible assets and property, plant and equipment additions | | | (22,400 | ) | | | (19,905 | ) | | | (17,950 | ) | | | (26,320 | ) | | | (29,748 | ) | | | (25,574 | ) | Acquisitions of subsidiaries, net of cash acquired | | | (16 | ) | | | (191 | ) | | | (854 | ) | | | (471 | ) | | | (21 | ) | | | (245 | ) | Investments in equity affiliates and other securities | | | (1,318 | ) | | | (898 | ) | | | (4,525 | ) | | | (949 | ) | | | (1,756 | ) | | | (1,152 | ) | Increase in non-current loans | | | (2,188 | ) | | | (1,949 | ) | | | (1,212 | ) | | | (2,769 | ) | | | (2,906 | ) | | | (2,504 | ) | Total expenditures | | | (25,922 | ) | | | (22,943 | ) | | | (24,541 | ) | | | (30,509 | ) | | | (34,431 | ) | | | (29,475 | ) | Proceeds from disposals of intangible assets and property, plant and equipment | | | 1,329 | | | | 1,418 | | | | 1,439 | | | | 3,442 | | | | 1,766 | | | | 1,822 | | Proceeds from disposals of subsidiaries, net of cash sold | | | 1,995 | | | | 352 | | | | 575 | | | | 136 | | | | 2,654 | | | | 452 | | Proceeds from disposals of non-current investments | | | 248 | | | | 2,816 | | | | 5,691 | | | | 1,072 | | | | 330 | | | | 3,618 | | Repayment of non-current loans | | | 1,242 | | | | 1,285 | | | | 873 | | | | 1,540 | | | | 1,649 | | | | 1,651 | | Total divestments | | | 4,814 | | | | 5,871 | | | | 8,578 | | | | 6,190 | | | | 6,399 | | | | 7,543 | | Cash flow used in investing activities | | | (21,108 | ) | | | (17,072 | ) | | | (15,963 | ) | | | (24,319 | ) | | | (28,032 | ) | | | (21,932 | ) | CASH FLOW USED IN FINANCING ACTIVITIES | | | | | | | | | | | | | Issuance (repayment) of shares: | | | | | | | | | | | | | —Parent company shareholders | | | 365 | | | | 32 | | | | 481 | | | | 420 | | | | 485 | | | | 41 | | —Treasury shares | | | (179 | ) | | | (68 | ) | | | — | | | | (289 | ) | | | (238 | ) | | | (88 | ) | Dividends paid: | | | | | | | | | | | | | —Parent company shareholders | | | (5,367 | ) | | | (5,184 | ) | | | (5,140 | ) | | | (7,308 | ) | | | (7,128 | ) | | | (6,660 | ) | —Non controlling interests | | | (118 | ) | | | (104 | ) | | | (172 | ) | | —Non-controlling interests | | | | (154 | ) | | | (156 | ) | | | (133 | ) | Other transactions with non-controlling interests | | | 1,621 | | | | 1 | | | | (573 | ) | | | 179 | | | | 2,153 | | | | — | | Net issuance (repayment) of non-current debt | | | 8,359 | | | | 5,279 | | | | 4,069 | | | | 15,786 | | | | 11,102 | | | | 6,780 | | Increase (decrease) in current borrowings | | | (6,804 | ) | | | (2,754 | ) | | | (3,870 | ) | | | (2,374 | ) | | | (9,037 | ) | | | (3,540 | ) | Increase (decrease) in current financial assets and liabilities | | | 978 | | | | (947 | ) | | | 896 | | | | (351 | ) | | | 1,298 | | | | (1,217 | ) | Cash flow used in financing activities | | | (1,145 | ) | | | (3,745 | ) | | | (4,309 | ) | | | 5,909 | | | | (1,521 | ) | | | (4,817 | ) | Net increase (decrease) in cash and cash equivalents | | | (780 | ) | | | 1,645 | | | | (736 | ) | | | 7,198 | | | | (1,040 | ) | | | 2,109 | | Effect of exchange rates | | | (42 | ) | | | (201 | ) | | | 272 | | | | (2,217 | ) | | | 831 | | | | 153 | | Cash and cash equivalents at the beginning of the period | | | 15,469 | | | | 14,025 | | | | 14,489 | | | | 20,200 | | | | 20,409 | | | | 18,147 | | Cash and cash equivalents at the end of the period | | | 14,647 | | | | 15,469 | | | | 14,025 | | | | 25,181 | | | | 20,200 | | | | 20,409 | |
| | | F-6 | | TOTAL S.A. Form 20-F 20132014 |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYConsolidated 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 January 1, 2011 before IAS 19 R application | | | 2,349,640,931 | | | | 5,874 | | | | 60,538 | | | | (2,495 | ) | | | (112,487,679 | ) | | | (3,503 | ) | | | 60,414 | | | | 857 | | | | 61,271 | | IAS 19 R impacts | | | — | | | | — | | | | (766 | ) | | | — | | | | — | | | | — | | | | (766 | ) | | | (1 | ) | | | (767 | ) | As of January 1, 2011 after IAS 19 R application | | | 2,349,640,931 | | | | 5,874 | | | | 59,772 | | | | (2,495 | ) | | | (112,487,679 | ) | | | (3,503 | ) | | | 59,648 | | | | 856 | | | | 60,504 | | Net income 2011 | | | — | | | | — | | | | 12,309 | | | | — | | | | — | | | | — | | | | 12,309 | | | | 305 | | | | 12,614 | | Other comprehensive income (Note 17) | | | — | | | | — | | | | (112 | ) | | | 1,388 | | | | — | | | | — | | | | 1,276 | | | | 45 | | | | 1,321 | | Comprehensive Income | | | — | | | | — | | | | 12,197 | | | | 1,388 | | | | — | | | | — | | | | 13,585 | | | | 350 | | | | 13,935 | | 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 | | | | 65,430 | | | | (1,004 | ) | | | (109,554,173 | ) | | | (3,390 | ) | | | 66,945 | | | | 1,352 | | | | 68,297 | | Net income 2012 | | | — | | | | — | | | | 10,609 | | | | — | | | | — | | | | — | | | | 10,609 | | | | 147 | | | | 10,756 | | Other comprehensive income (Note 17) | | | — | | | | — | | | | (769 | ) | | | (506 | ) | | | — | | | | — | | | | (1,275 | ) | | | (40 | ) | | | (1,315 | ) | Comprehensive Income | | | — | | | | — | | | | 9,840 | | | | (506 | ) | | | — | | | | — | | | | 9,334 | | | | 107 | | | | 9,441 | | Dividend | | | — | | | | — | | | | (5,237 | ) | | | — | | | | — | | | | — | | | | (5,237 | ) | | | (104 | ) | | | (5,341 | ) | Issuance of common shares (Note 17) | | | 2,165,833 | | | | 6 | | | | 26 | | | | — | | | | — | | | | — | | | | 32 | | | | — | | | | 32 | | Purchase of treasury shares | | | — | | | | — | | | | — | | | | — | | | | (1,800,000 | ) | | | (68 | ) | | | (68 | ) | | | — | | | | (68 | ) | Sale of treasury shares(a) | | | — | | | | — | | | | (116 | ) | | | — | | | | 2,962,534 | | | | 116 | | | | — | | | | — | | | | — | | Share-based payments (Note 25) | | | — | | | | — | | | | 146 | | | | — | | | | — | | | | — | | | | 146 | | | | — | | | | 146 | | Share cancellation (Note 17) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other operations with non-controlling interests | | | — | | | | — | | | | 11 | | | | 6 | | | | — | | | | — | | | | 17 | | | | (16 | ) | | | 1 | | Other items | | | — | | | | — | | | | 16 | | | | — | | | | — | | | | — | | | | 16 | | | | (59 | ) | | | (43 | ) | As of December 31, 2012 | | | 2,365,933,146 | | | | 5,915 | | | | 70,116 | | | | (1,504 | ) | | | (108,391,639 | ) | | | (3,342 | ) | | | 71,185 | | | | 1,280 | | | | 72,465 | | Net income 2013 | | | — | | | | — | | | | 8,440 | | | | — | | | | — | | | | — | | | | 8,440 | | | | 221 | | | | 8,661 | | Other comprehensive income (Note 17) | | | — | | | | — | | | | 360 | | | | (2,890 | ) | | | — | | | | — | | | | (2,530 | ) | | | (138 | ) | | | (2,668 | ) | Comprehensive Income | | | — | | | | — | | | | 8,800 | | | | (2,890 | ) | | | — | | | | — | | | | 5,910 | | | | 83 | | | | 5,993 | | Dividend | | | — | | | | — | | | | (5,358 | ) | | | — | | | | — | | | | — | | | | (5,358 | ) | | | (118 | ) | | | (5,476 | ) | Issuance of common shares (Note 17) | | | 11,745,014 | | | | 29 | | | | 336 | | | | — | | | | — | | | | — | | | | 365 | | | | — | | | | 365 | | Purchase of treasury shares | | | — | | | | — | | | | — | | | | — | | | | (4,414,200 | ) | | | (179 | ) | | | (179 | ) | | | — | | | | (179 | ) | Sale of treasury shares(a) | | | — | | | | — | | | | (142 | ) | | | — | | | | 3,591,391 | | | | 142 | | | | — | | | | — | | | | — | | Share-based payments (Note 25) | | | — | | | | — | | | | 142 | | | | — | | | | — | | | | — | | | | 142 | | | | — | | | | 142 | | Share cancellation (Note 17) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other operations with non-controlling interests | | | — | | | | — | | | | 548 | | | | 9 | | | | — | | | | — | | | | 557 | | | | 1,027 | | | | 1,584 | | Other items | | | — | | | | — | | | | 7 | | | | — | | | | — | | | | — | | | | 7 | | | | 9 | | | | 16 | | As of December 31, 2013 | | | 2,377,678,160 | | | | 5,944 | | | | 74,449 | | | | (4,385 | ) | | | (109,214,448 | ) | | | (3,379 | ) | | | 72,629 | | | | 2,281 | | | | 74,910 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 January 1, 2012 | | | 2,363,767,313 | | | | 7,447 | | | | 86,461 | | | | (2,884 | ) | | | (109,554,173 | ) | | | (4,357 | ) | | | 86,667 | | | | 1,749 | | | | 88,416 | | Net income 2012 | | | — | | | | — | | | | 13,648 | | | | — | | | | — | | | | — | | | | 13,648 | | | | 188 | | | | 13,836 | | Other comprehensive income(Note 17) | | | — | | | | — | | | | (987 | ) | | | 1,187 | | | | — | | | | — | | | | 200 | | | | (18 | ) | | | 182 | | Comprehensive income | | | — | | | | — | | | | 12,661 | | | | 1,187 | | | | — | | | | — | | | | 13,848 | | | | 170 | | | | 14,018 | | Dividend | | | — | | | | — | | | | (6,728 | ) | | | — | | | | — | | | | — | | | | (6,728 | ) | | | (133 | ) | | | (6,861 | ) | Issuance of common shares(Note 17) | | | 2,165,833 | | | | 7 | | | | 34 | | | | — | | | | — | | | | — | | | | 41 | | | | — | | | | 41 | | Purchase of treasury shares | | | — | | | | — | | | | — | | | | — | | | | (1,800,000 | ) | | | (88 | ) | | | (88 | ) | | | — | | | | (88 | ) | Sale of treasury shares(a) | | | — | | | | — | | | | (171 | ) | | | — | | | | 2,962,534 | | | | 171 | | | | — | | | | — | | | | — | | Share-based payments(Note 25) | | | — | | | | — | | | | 188 | | | | — | | | | — | | | | — | | | | 188 | | | | — | | | | 188 | | Share cancellation(Note 17) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other operations with non-controlling interests | | | — | | | | — | | | | 20 | | | | 1 | | | | — | | | | — | | | | 21 | | | | (21 | ) | | | — | | Other items | | | — | | | | — | | | | 20 | | | | — | | | | — | | | | — | | | | 20 | | | | (76 | ) | | | (56 | ) | As of December 31, 2012 | | | 2,365,933,146 | | | | 7,454 | | | | 92,485 | | | | (1,696 | ) | | | (108,391,639 | ) | | | (4,274 | ) | | | 93,969 | | | | 1,689 | | | | 95,658 | | Net income 2013 | | | — | | | | — | | | | 11,228 | | | | — | | | | — | | | | — | | | | 11,228 | | | | 293 | | | | 11,521 | | Other comprehensive income(Note 17) | | | — | | | | — | | | | 473 | | | | 492 | | | | — | | | | — | | | | 965 | | | | (56 | ) | | | 909 | | Comprehensive income | | | — | | | | — | | | | 11,701 | | | | 492 | | | | — | | | | — | | | | 12,193 | | | | 237 | | | | 12,430 | | Dividend | | | — | | | | — | | | | (7,116 | ) | | | — | | | | — | | | | — | | | | (7,116 | ) | | | (156 | ) | | | (7,272 | ) | Issuance of common shares(Note 17) | | | 11,745,014 | | | | 39 | | | | 446 | | | | — | | | | — | | | | — | | | | 485 | | | | — | | | | 485 | | Purchase of treasury shares | | | — | | | | — | | | | — | | | | — | | | | (4,414,200 | ) | | | (238 | ) | | | (238 | ) | | | — | | | | (238 | ) | Sale of treasury shares(a) | | | — | | | | — | | | | (209 | ) | | | — | | | | 3,591,391 | | | | 209 | | | | — | | | | — | | | | — | | Share-based payments(Note 25) | | | — | | | | — | | | | 189 | | | | — | | | | — | | | | — | | | | 189 | | | | — | | | | 189 | | Share cancellation(Note 17) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other operations with non-controlling interests | | | — | | | | — | | | | 749 | | | | 1 | | | | — | | | | — | | | | 750 | | | | 1,355 | | | | 2,105 | | Other items | | | — | | | | — | | | | 9 | | | | — | | | | — | | | | — | | | | 9 | | | | 13 | | | | 22 | | As of December 31, 2013 | | | 2,377,678,160 | | | | 7,493 | | | | 98,254 | | | | (1,203 | ) | | | (109,214,448 | ) | | | (4,303 | ) | | | 100,241 | | | | 3,138 | | | | 103,379 | | Net income 2014 | | | — | | | | — | | | | 4,244 | | | | — | | | | — | | | | — | | | | 4,244 | | | | 6 | | | | 4,250 | | Other comprehensive income(Note 17) | | | — | | | | — | | | | (907 | ) | | | (6,275 | ) | | | — | | | | — | | | | (7,182 | ) | | | (43 | ) | | | (7,225 | ) | Comprehensive income | | | — | | | | — | | | | 3,337 | | | | (6,275 | ) | | | — | | | | — | | | | (2,938 | ) | | | (37 | ) | | | (2,975 | ) | Dividend | | | — | | | | — | | | | (7,378 | ) | | | — | | | | — | | | | — | | | | (7,378 | ) | | | (154 | ) | | | (7,532 | ) | Issuance of common shares(Note 17) | | | 7,589,365 | | | | 25 | | | | 395 | | | | — | | | | — | | | | — | | | | 420 | | | | — | | | | 420 | | Purchase of treasury shares | | | — | | | | — | | | | — | | | | — | | | | (4,386,300 | ) | | | (283 | ) | | | (283 | ) | | | — | | | | (283 | ) | Sale of treasury shares(a) | | | — | | | | — | | | | (232 | ) | | | — | | | | 4,239,335 | | | | 232 | | | | — | | | | — | | | | — | | Share-based payments(Note 25) | | | — | | | | — | | | | 114 | | | | — | | | | — | | | | — | | | | 114 | | | | — | | | | 114 | | Share cancellation(Note 17) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other operations with non-controlling interests | | | — | | | | — | | | | 148 | | | | (2 | ) | | | — | | | | — | | | | 146 | | | | 195 | | | | 341 | | Other items | | | — | | | | — | | | | 8 | | | | — | | | | — | | | | — | | | | 8 | | | | 59 | | | | 67 | | As of December 31, 2014 | | | 2,385,267,525 | | | | 7,518 | | | | 94,646 | | | | (7,480 | ) | | | (109,361,413 | ) | | | (4,354 | ) | | | 90,330 | | | | 3,201 | | | | 93,531 | |
(a) | Treasury shares related to the restricted stock grants. |
| | | 20132014 Form 20-F TOTAL S.A. | | F-7 |
TOTAL NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements
On February 11, 2014,2015, the Board of Directors established and authorized the publication of the Consolidated Financial Statements of TOTAL S.A. for the year ended December 31, 2013,2014, which will be submitted for approval to the shareholders’ meeting to be held on May 16, 2014.29, 2015. INTRODUCTIONIntroduction
The Consolidated Financial Statements of TOTAL S.A. and its subsidiaries (the Group) are presented in EurosU.S. dollars 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, 2013.2014. In order to make the financial information of TOTAL more readable by better reflecting the performance of its activities mainly carried out in U.S. dollars, TOTAL has changed, effective January 1, 2014, the presentation currency of the Group’s consolidated financial statements from the Euro to the US Dollar. The statutory financial statements of TOTAL S.A., the parent company of the Group, remain prepared in euro. The dividend paid remains fixed in euro. Following this change in accounting policy, the comparative consolidated financial statements are presented in U.S. dollars. Currency translation adjustments have been set to zero as of January 1, 2004, the date of transition to IFRS. Cumulative currency translation adjustments are presented as if the Group had used the US Dollar as the presentation currency of its consolidated financial statements since that date. The accounting policies and principles applied in the Consolidated Financial Statements as of December 31, 20132014 were the same as those that were used as of December 31, 20122013 except for amendments and interpretations of IFRS which were mandatory for the periods beginning after January 1, 20132014 (and not early adopted).: The revised standard IAS 19 “Employee benefits”In May 2013, the IASB issued the interpretation IFRIC 21 “Levies”. This interpretation is applicable retrospectively fromfor annual periods beginning on or after January 1, 2013, led in particular to2014. The text indicates that the fullobligating event for the recognition of a liability is the net position in respect of employee benefits obligations (liabilities net of assets)activity described in the balance sheet, torelevant legislation that triggers the elimination of the corridor approach previously used by the Group, the elimination of the depreciation of past services costs, 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).
The application of this standard had an impact on January 1, 2013, on January 1, 2012 and on January 1, 2011 of an increase in employee benefit provisions of€2.8 billion,€1.8 billion and€1.3 billion respectively, and a respective decrease in equity of€2.8 billion,€1.8 billion and€1.3 billion before tax (€1.7 billion,€1.1 billion and€0.8 billion after tax). The impact on the profit for 2012 and 2011 is not significant. In accordance with the transitional rules of IAS 19 revised, the comparative periods were restated to take into account the retrospective application of the standard.
Application of standards on consolidation: IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint arrangements”, IFRS 12 “Disclosure of interests in other entities”, IAS 27 revised “Separate financial statements” and IAS 28 revised “Investments in
| | associates and joint ventures”.payment of the levy. The application of these standards did notcomparative consolidated financial statements have a material effect on the Group’s consolidated balance sheet, income statement and shareholder’s equity as of December 31, 2013.been restated accordingly.
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The applicationimpact on shareholders’ equity as of standards IFRS 13 “Fair value measurement” and IASJanuary 1, revised “Presentation of financial statements” did not have a material effect2012, is +$46 million. The impact on the Group’s consolidated balance sheet, statement of income and shareholder’s equity as of December 31, 2013.for 2012 is not significant. Net income, Group share, for 2013 is increased by $24 million. The preparation of financial statements in accordance with IFRS requires the executive 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-retirementspost-retirement benefits and the income tax computation. Furthermore, wherewhen 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 provide information consistent with the general IFRS concepts: faithful representation, relevance and materiality. CHANGE IN PRESENTATION CURRENCY OF THE CONSOLIDATED FINANCIAL STATEMENTS
To make the financial information of the Group more readable and to better reflect the performance of its activities mainly carried out in U.S. dollars, Total decided to change, effective January 1, 2014, the presentation currency of the Consolidated Financial Statements from the euro to the U.S. dollar. The financial statements of TOTAL S.A., the parent company of the Group, remain prepared in euro. The dividend paid therefore remains fixed in euro.
| | | F-8 | | TOTAL S.A. Form 20-F 2013 |
Following this change in accounting policy, the comparative consolidated financial statements will be presented in U.S. dollars.
1)ACCOUNTING POLICIESAccounting 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 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 CONSOLIDATIONPrinciples of consolidation |
Entities that are directly controlled by the parent company or indirectly controlled by other consolidated entities are fully consolidated. | | | F-8 | | TOTAL S.A. Form 20-F 2014 |
Investments in joint ventures are consolidated under the equity method. The Group accounts for joint operations by recognizing 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 intercompanyinternal balances, transactions and income are eliminated. B) | | BUSINESS COMBINATIONSBusiness combinations |
Business combinations are accounted for using the acquisition method. This method requires the recognition of the acquired identifiable assets, assumed liabilities and any non-controlling interestsinterest in the companies acquired by the Group at their fair value. The value of the purchase price is finalized withinup to a maximum of one year from the acquisition date. 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. After having completed such additional analysis any residual negative goodwill 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. C) | | FOREIGN CURRENCY TRANSLATIONForeign 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. 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 eurosdollars 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 SALESSales 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. | | | 2013 Form 20-F TOTAL S.A. | | F-9 |
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 from third parties then resold to third parties) are shown at their net value in sales. | | | 2014 Form 20-F TOTAL S.A. | | F-9 |
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. (ii) | SaleSales of services |
Revenues from services are recognized when the services have been rendered. 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. (iii) | Solar Farm Development Projects |
SunPower develops and sells solar farm projects. This activity generally contains a property component (land ownership or an interest in land rights). The revenue associated with the development of these projects is recognized when the entities-projectsproject-entities and land rights are irrevocably sold. Revenues under contracts for construction of solar systems are recognized based on the progress of construction works, measured according to the percentage of costs incurred relative to total forecast costs. E) | | SHARE-BASED PAYMENTSShare-based payments |
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 expense is recognized on a straight-line basis betweenover the grant date and vesting date.period in which the advantages are acquired. The fair value of the options is calculated using the Black-Scholes model at the grant date. For restricted share plans, the fair value is calculated using the market price at the grant date after deducting the expected distribution rate during the vesting period. The number of allocated equity instruments can be revised during the vesting period in cases of non-compliancenon compliance with performance conditions, with the exception of those related to the market, or according to the rate of turnover of the beneficiaries. The cost of employee-reserved capital increases is immediately expensed. A discount reduces the expense in order to account for the non-transferability of the shares awarded to the employees over a period of five years. F) | | INCOME TAXESIncome taxes |
Income taxes disclosed in the statement of income include the current tax expenses (or income) and the deferred tax expenses.expenses (or income). 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 statementConsolidated Statement of incomeIncome or in shareholders’ equity depending on the item it relates to. Deferred tax assets are recognized when future recovery is probable. | | | F-10 | | TOTAL S.A. Form 20-F 2013 |
Asset retirement obligations and finance leases give rise to the recognition of assets and liabilities for accounting purposes as described in paragraph K1K “Leases” and paragraph Q1Q “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 taxestax 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 ratesrate or tax ratesrate on capital gains). G) | | EARNINGS PER SHAREEarnings per share |
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. | | | F-10 | | TOTAL S.A. Form 20-F 2014 |
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 PROPERTIESOil and gas exploration and producing properties |
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. 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 management’s 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, if appropriate, 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 and treatment 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). | | | 2013 Form 20-F TOTAL S.A. | | F-11 |
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 duration of use of the economic life of the asset. Proved mineral interests are depreciated using the unit-of-production method based on proved reserves. | | | 2014 Form 20-F TOTAL S.A. | | F-11 |
I) | | GOODWILL AND OTHER INTANGIBLE ASSETS EXCLUDING MINERAL INTERESTSGoodwill and other intangible assets excluding mineral interests |
Other intangible assets include goodwill, patents, trademarks, and lease rights. 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 3between three to 20twenty 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 EQUIPMENTOther 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 Group’s 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 equipmentsequipment | | | 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. | | | F-12 | | TOTAL S.A. Form 20-F 2013 |
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 ASSETSImpairment 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 unitCGU is a homogeneous group of assets that generates cash inflows that are largely independent of the cash inflows from other groups of assets. | | | F-12 | | TOTAL S.A. Form 20-F 2014 |
The value in use of a CGU is determined by reference to the discounted expected future cash flows, based upon the management’s expectation of future economic and operating conditions. When this value is less than the carrying amount of the CGU, an impairment loss is 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 LIABILITIESFinancial 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: 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, the securities are recorded at their historical value. Changes in fair value are recorded in shareholders’ equity.other comprehensive income. 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 irreversible. (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’ equityother comprehensive income 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 | | | 2013 Form 20-F TOTAL S.A. | | F-13 |
“Hedging “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. |
| | | 2014 Form 20-F TOTAL S.A. | | F-13 |
| ii. | Cash flow hedge of the currency risk of the external debt. Changes in fair value are recorded in Other comprehensive Income for the effective portion of the hedging and in the statement of income for the ineffective portion of the hedging. Amounts recorded in 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 into 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” and changes in fair value are recorded in Otherother comprehensive income for the effective portion of the hedging and in the statement of income for the ineffective portion of the hedging. Gains or losses on hedging instruments previously recorded in equity, are reclassified to the statement of income in the same period as the total or partial disposal of the foreign activity. 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 Group’s 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 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 Group’s financial instruments, with the exception of publicly traded equity securities and marketable securities for which the market price is used. Estimations of fair value, 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. | | | F-14 | | TOTAL S.A. Form 20-F 2013 |
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 atyear-end. • | | Financial instruments related to commodity contracts |
The valuation methodology is to mark to marketmark-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 areis 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 | | | F-14 | | TOTAL S.A. Form 20-F 2014 |
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 FRAsFRA’s (Forward Rate Agreements) 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 negociatednegotiated 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 atyear-end. IFRS 7 “Financial instruments: disclosures”, amended in 2009, introduces established 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 areis observable data but dodoes not correspond to quotations for identical assets or liabilities; |
| – | | level 3: the entry data areis not observable data. For example: thesethe data comecomes 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. (vi) | Commitments to purchase shares held by non-controlling interests (put options written on minority interests) |
Put options granted to non-controlling-interest shareholders are initially recognized as financial liabilities at the present value of the exercise price of the options with a corresponding reduction in shareholders’ equity. The financial liability is subsequently measured at fair value at each balance sheet date in accordance with contractual clauses and any variation is recorded in the statement of income (cost of debt). N) | | INVENTORIESInventories |
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. In addition stocks held for trading are measured at fair value less costs of sale. Refining & Chemicals 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 Group’s refineries. The turnover of petroleum products does not exceed more than two months on average. Crude oil costs include raw material and receiving costs. Refining costs principally include crude oil costs, production costs (energy, labor, depreciation of producing assets) and an allocation of production overheads (taxes, maintenance, insurance, etc.). Costs of chemical product inventories consist of raw material costs, direct labor costs and an allocation of production overheads. Start-up costs, general administrative costs and financing costs are excluded from the cost price of refined and chemicals products. | | | 2013 Form 20-F TOTAL S.A. | | F-15 |
Marketing & Services The costs of refined products include mainly crude oil costs, production costs (energy, labor, depreciation of producing assets) and an allocation of production overheads (taxes, maintenance, insurance, etc.). Start-up costs, general administrative costs and financing costs are excluded from the cost price of refined products. Product inventories purchased from entities external to the Group are valued at their purchase cost plus primary costs of transport. O) | | TREASURY SHARESTreasury shares |
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 LIABILITIESProvisions and other non-current liabilities |
A provision is recognized when the Group has a present obligation (legal or constructive) as a result of a past event | | | 2014 Form 20-F TOTAL S.A. | | F-15 |
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. 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. Q) | | ASSET RETIREMENT OBLIGATIONSAsset 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”. R) | | EMPLOYEE BENEFITSEmployee benefits |
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. 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. Such gains and losses are recognized in the statement of comprehensive income, with no possibility to subsequently recycle them to the income statement. The past service cost is recorded immediately in the statement of income, whether vested or unvested. The net periodic pension cost is recognized under “Other operating expenses”. S) | | CONSOLIDATED STATEMENT OF CASH FLOWSConsolidated Statement of Cash Flows |
The Consolidated Statement of Cash Flows prepared in foreign currencies has been translated into eurosdollars 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 eurosdollars 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 maturitiesmaturity 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. | | | F-16 | | TOTAL S.A. Form 20-F 2013 |
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 RIGHTSCarbon 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, |
| | | F-16 | | TOTAL S.A. Form 20-F 2014 |
| – | | 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 ofto surrender 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.surrendered. If emission rights to be deliveredsurrendered at the end of the compliance period are higher than emission rights (allocated and purchased) bookedrecorded 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) | | ENERGY SAVINGS CERTIFICATESEnergy savings certificates |
In the absence of current IFRS standards or interpretations on accounting for energy savings certificates, the following principles are applied: If the obligations linked to the sales of energy are greater than the number of ESC’s held then a liability is recorded. These liabilities are valued based on the price of the latest transactions.last transactions, In the event that the number of ESC’s held exceeds the obligation at the balance sheet date this is accounted for as inventory.inventory, ESC inventories are valued at weighted average cost (acquisition cost for those ESCESC’s acquired or cost incurred for those ESCESC’s generated internally). If the carrying value of the inventory of certificates at the balance sheet date is higher than the market value, an impairment loss is recorded in incomeincome. V) | | NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONSNon-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. Depreciation of assets ceases from the date of classifcationclassification in “Non-current assets held for sale”. 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. W) | | NEW ACCOUNTING PRINCIPLES NOT YET IN EFFECTNew accounting texts 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 at December 31, 2013,2014, are as follows: Standards not yet adopted by the European Union at December 31, 20132014 | – | | In November 2009,May 2014, the IASB issued standard IFRS 15 that includes requirements for the recognition of revenue from contracts with customers. The standard is applicable for annual periods starting on or after January 1, 2017. The impacts of the application of this standard are under review. |
| – | | In July 2014, the IASB issued standard IFRS 9 “Financial Instruments” that introduces newincludes requirements for the classificationrecognition and measurement of financial assets, and included in October 2010 requirements regardinginstruments. This standard brings together three phases: classification and measurement, of financial liabilities. This standard shall be completed with texts on impairment of financial assets measured at amortized cost and hedge accounting. Under standard IFRS 9, financial assets and liabilities are generally measured either at fair value through profit or loss or at amortized cost if certain conditions are met.accounting excluding macro-hedging. The standard will not be applicable before 2017. The application of the standard as published in 2010 should not have any material effect on the Group’s consolidated balance sheet, statement of income and shareholder’s equity. |
| | | 2013 Form 20-F TOTAL S.A. | | F-17 |
| – | | In May 2013, the IASB issued the interpretation IFRIC 21 “Levies”. This interpretation is applicable retrospectively for annual periods beginningstarting on or after January 1, 2014.2018. The impacts of the application of this interpretationstandard are under review.
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2)MAIN INDICATORSMain indicators — INFORMATION BY BUSINESS SEGMENTinformation 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, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, | | | 2014 Form 20-F TOTAL S.A. | | F-17 |
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 Refining & Chemicals and Marketing & Services 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 |
The effect of changes in fair value presented as adjustment items reflects for some transactions differences between internal measuresmeasure of performance used by TOTAL’s 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 Group’s internal economic performance. IFRS precludes recognition of this fair value effect. 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. | | | F-18 | | TOTAL S.A. Form 20-F 2013 |
(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. | | | F-18 | | TOTAL S.A. Form 20-F 2014 |
3) | | CHANGES IN THE GROUP STRUCTURE, MAIN ACQUISITIONS AND DIVESTMENTSChanges in the Group structure, main acquisitions and divestments |
During 2014, 2013, and 2012, and 2011,the main changes in the Group structure and main acquisitions and divestments were as follows: 2014 | – | | TOTAL finalized in March 2014 the sale to Sonangol E&P of its interest in block 15/06 in Angola. |
| – | | TOTAL finalized in March 2014 the acquisition from InterOil Corporation of a 40.1% interest (before possible entry by the State) in block PRL 15 containing the gas field Elk-Antelope in Papua New Guinea for an amount of $429 million, paid on April 2, 2014. |
| – | | On February 27, 2014, TOTAL floated GazTransport et Technigaz S.A. (GTT), an engineering company specializing in the design of cryogenic membranes for the transport and storage of LNG. With this quotation on Euronext Paris, TOTAL reduced its interest in the equity of the company from 30.0% to 10.4%. The listing was completed at a price of€46 per share, valuing 100% of the equity of the company on the listing date at€1.7 billion. Finally, in December TOTAL signed a final agreement for the acquisition by Temasek its entire remaining interest in GTT. The total of these two transactions amounted to more than $650 million. |
| – | | TOTAL finalized during 2014 the acquisition of an additional 1.28% interest in Novatek for an amount of $434 million, bringing TOTAL’s overall interest in Novatek to 18.24% as at December 31, 2014. Since July 18, 2014 the Group has not acquired any additional shares of Novatek. |
| – | | TOTAL finalized in August 2014 the sale of its 10% interest in the Shah Deniz field and the South Caucasus Pipeline to TPAO, the Turkish state-owned exploration and production company for an amount of $1,513 million. This sale generated a gain on disposal of $580 million after tax. |
| – | | TOTAL finalized in October 2014 the sale of its 25% interest in the Cardinal Gas Services LLC, a company specializing in the gathering and transport of gas in Ohio’s Utica shale play area for an amount of $449 million. |
Information relating to sales in progress is presented in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” in note 34. 2013 | – | | TOTAL finalized in February 2013 the acquisition of an additional 6% interest in the Ichthys liquefied natural gas (LNG) project from its partner INPEX. TOTAL’s overall equity stake in the Ichthys LNG project increased from 24% to 30%. |
| – | | TOTAL finalized in February 2013 the sale to INPEX of a 9.99% indirect interest in offshore Angola Block 14. |
| – | | On March 27, 2013, TOTAL entered into an agreement for the sale to Suncor Energy Inc. of its 49% interest in the Voyageur upgrader project, which is located in the Canadian province of Alberta and intended to upgrade bitumen from the Fort Hills and Joslyn mines. The transaction amounted to $506 million (€381 million).million. The |
| | mining development projects of Fort Hills and Joslyn continue according to the production evacuation logistics studies jointly conducted with Suncor. The sale entailsentailed a net loss of€1,247 $1,646 million. |
| – | | TOTAL finalized in June 2013 the sale of a 25% interest in the Tempa Rossa field in Italy to Mitsui. |
| – | | TOTAL finalized in July 2013 the sale of 100% of Transport et Infrastructures Gaz France (TIGF) to a consortium comprising Snam, EDF and GIC (Government of Singapore Investment Corporation) for an amount of€1,558 million ($2,052 million), net of cash sold. |
| – | | TOTAL finalized in September 2013 the sale of its Upstream interests in Trinidad & Tobago to The National Gas Company of Trinidad & Tobago for an amount of€236 $318 million, ($318 million), net of cash sold. |
| – | | TOTAL finalized in December 2013 the acquisition by Qatar Petroleum International of 15% of the capital of Total E&P Congo through a capital increase of€1,225 million ($1,627 million). $1,627 million. |
| – | | TOTAL finalized during 2013 the acquisition of an additional 1.62% interest in Novatek for an amount of€437 $587 million, ($587 million), bringing TOTAL’s overall interest in Novatek to 16.96% as at December 31, 2013. |
| – | | In October 2013, a consortium in which TOTAL holds a 20% interest was awarded a production |
| | | 2014 Form 20-F TOTAL S.A. | | F-19 |
| | sharing contract for 35 years to develop the Libra oil field in Brazil. TOTAL paid a signing bonus of 3,000 million Brazilian Real (approximately $1,301 million). |
| – | | TOTAL finalized in June 2013 the sale of its fertilizing businesses in Europe. |
Information relating to sales in progress is presented in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” in note 34.
2012 | – | | TOTAL finalized in February 2012 the acquisition in Uganda of a one-third interest in Blocks 1, 2 and 3A held by Tullow Oil plc for€1,157 $1,487 million, ($1,487 million), entirely consisting of mineral interests. TOTAL became an equal partner with |
| | | 2013 Form 20-F TOTAL S.A. | | F-19 |
| | Tullow and CNOOC in the blocks, each with a one-third interest and each being an operator of one of the blocks. TOTAL is the operator of Block 1. |
| – | | TOTAL finalized during 2012 the acquisition of an additional 1.25% interest in Novatek for an amount of€368 $480 million, ($480 million), increasing TOTAL’s overall interest in Novatek to 15.34% as atof December 31, 2012. |
| – | | TOTAL finalized in October 2012 the sale of its interest in the Cusiana field as well as a participation in OAM and ODC pipelines in Colombia to Sinochem, for an amount of€318 $409 million, ($409 million), net of cash sold. |
| – | | During 2012, TOTAL gradually sold its remaining interest in Sanofi, generating a net capital gain of€341 |
| | $438 million after tax. As at the 31 December 31, 2012 the Group retained no further interest in the capital of Sanofi. |
2011
| – | | TOTAL finalized in March 2011 the acquisition from Santos of an additional 7.5% interest in Australia’s GLNG project. This increased TOTAL’s overall stake in the project to 27.5%.
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The acquisition cost amounted to€202 million ($281 million) and mainly corresponded 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) 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.
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TOTAL acquired 19.2% of Suncor’s interest in the Fort Hills project, increasing TOTAL’s overall interest in the project to 39.2%. Suncor, as operator, held 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, retained 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.
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| – | | 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.
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This cooperation was developed around the two following axes:
| – | | 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), which increased TOTAL’s overall interest in Novatek to 14.09%. TOTAL considered that it had 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.
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| – | | In October 2011, TOTAL finalized the acquisition of a 20% interest in the Yamal LNG project and became Novatek’s partner in this project.
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| – | | TOTAL finalized in July 2011 the sale of 10% of its interest in the Colombian pipeline OCENSA. The Group still held a 5.2% interest in this asset.
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| – | | TOTAL finalized in September 2011 the acquisition of Esso Italiana’s 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 increased TOTAL’s interest in the operated Tempa Rossa field to 75%.
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| | | F-20 | | TOTAL S.A. Form 20-F 2013 |
| – | | 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).
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| – | | 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 Chesapeake’s and EnerVest’s 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 EnerVest’s 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.
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| – | | 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.
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| – | | 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 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.
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| – | | 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
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| | 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).
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| – | | After the all-cash tender of $23.25 per share launched on April 28, 2011 and completed on June 21, 2011, TOTAL acquired a 60% stake in SunPower Corp., a U.S. company listed on NASDAQ with headquarters in San Jose (California). Shares of SunPower Corp. continue to be traded on the NASDAQ.
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The acquisition cost, whose cash payment occurred on June 21, 2011, amounted to€974 million ($1,394 million).
The goodwill amounted to $533 million and was fully depreciated onDecember 31, 2011.
4)BUSINESS SEGMENT INFORMATIONBusiness segment information Financial information by business segment is reported in accordance with the internal reporting system and shows internal segment information that is used to manage and measure the performance of TOTAL and which is reviewed by the main operational decision-making body of the Group, namely the Executive committee.Committee. The operational profit and assets are broken down by business segment prior to the consolidation and inter-segment adjustments. Sales prices between business segments approximate market prices. The Group’s activities are divided into three business segments as follows: an Upstream segment including, alongside the activities of the Exploration & Production of hydrocarbons, the activities of Gas & Power; a Refining & Chemicals segment constituting a major industrial hub comprising the activititesactivities of refining, petrochemicals fertilizers and specialityspecialty chemicals. This segment also includes the activititesactivities of oil Trading & Shipping; and a Marketing & Services segment including the global activititesactivities of supply and marketing in the field of petroleum products as well as the activity of New Energies. In addition the Corporate segment includes holdings operating and financial activities. | | | 2013F-20 | | TOTAL S.A. Form 20-F TOTAL S.A. | | F-212014 |
A) | | INFORMATION BY BUSINESS SEGMENTInformation by business segment |
| For the year ended December 31, 2013 (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Intercompany | | Total | | | For the year ended December 31, 2014 (M$) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Intercompany | | Total | | Non-Group sales | | | 19,855 | | | | 86,204 | | | | 83,481 | | | | 2 | | | | — | | | | 189,542 | | | | 23,484 | | | | 106,124 | | | | 106,509 | | | | 5 | | | | — | | | | 236,122 | | Intersegment sales | | | 28,349 | | | | 39,360 | | | | 1,626 | | | | 133 | | | | (69,468 | ) | | | — | | | | 29,183 | | | | 44,950 | | | | 1,615 | | | | 236 | | | | (75,984 | ) | | | — | | Excise taxes | | | — | | | | (3,625 | ) | | | (14,262 | ) | | | — | | | | — | | | | (17,887 | ) | | | — | | | | (4,850 | ) | | | (19,254 | ) | | | — | | | | — | | | | (24,104 | ) | Revenues from sales | | | 48,204 | | | | 121,939 | | | | 70,845 | | | | 135 | | | | (69,468 | ) | | | 171,655 | | | | 52,667 | | | | 146,224 | | | | 88,870 | | | | 241 | | | | (75,984 | ) | | | 212,018 | | Operating expenses | | | (24,002 | ) | | | (120,500 | ) | | | (68,802 | ) | | | (597 | ) | | | 69,468 | | | | (144,433 | ) | | | (26,235 | ) | | | (145,014 | ) | | | (86,931 | ) | | | (1,092 | ) | | | 75,984 | | | | (183,288 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (7,141 | ) | | | (1,307 | ) | | | (552 | ) | | | (31 | ) | | | — | | | | (9,031 | ) | | | (15,938 | ) | | | (2,901 | ) | | | (781 | ) | | | (36 | ) | | | — | | | | (19,656 | ) | Operating income | | | 17,061 | | | | 132 | | | | 1,491 | | | | (493 | ) | | | — | | | | 18,191 | | | | 10,494 | | | | (1,691 | ) | | | 1,158 | | | | (887 | ) | | | — | | | | 9,074 | | Equity in net income (loss) of affiliates and other items | | | 2,027 | | | | 143 | | | | 39 | | | | (23 | ) | | | — | | | | 2,186 | | | | 4,302 | | | | 90 | | | | (140 | ) | | | 178 | | | | — | | | | 4,430 | | Tax on net operating income | | | (10,321 | ) | | | (460 | ) | | | (413 | ) | | | (21 | ) | | | — | | | | (11,215 | ) | | | (8,799 | ) | | | 391 | | | | (344 | ) | | | (8 | ) | | | — | | | | (8,760 | ) | Net operating income | | | 8,767 | | | | (185 | ) | | | 1,117 | | | | (537 | ) | | | — | | | | 9,162 | | | | 5,997 | | | | (1,210 | ) | | | 674 | | | | (717 | ) | | | — | | | | 4,744 | | Net cost of net debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | (501 | ) | | | | | | | | | | | | | (494 | ) | Non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | (221 | ) | | | (6 | ) | Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,440 | | | | 4,244 | | | | | | | | | | | | | | | | For the year ended December 31, 2013 (adjustments)(a) (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Intercompany | | Total | | | For the year ended December 31, 2014 (adjustments(a)) (M$) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Intercompany | | Total | | Non-Group sales | | | (56 | ) | | | — | | | | — | | | | — | | | | — | | | | (56 | ) | | | 31 | | | | — | | | | — | | | | — | | | | — | | | | 31 | | Intersegment sales | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Excise taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Revenues from sales | | | (56 | ) | | | — | | | | — | | | | — | | | | — | | | | (56 | ) | | | 31 | | | | — | | | | — | | | | — | | | | — | | | | 31 | | Operating expenses | | | (86 | ) | | | (1,059 | ) | | | (102 | ) | | | — | | | | — | | | | (1,247 | ) | | | (164 | ) | | | (2,980 | ) | | | (551 | ) | | | — | | | | — | | | | (3,695 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (651 | ) | | | (138 | ) | | | (3 | ) | | | — | | | | — | | | | (792 | ) | | | (6,529 | ) | | | (1,450 | ) | | | — | | | | — | | | | — | | | | (7,979 | ) | Operating income(b) | | | (793 | ) | | | (1,197 | ) | | | (105 | ) | | | — | | | | — | | | | (2,095 | ) | | | (6,662 | ) | | | (4,430 | ) | | | (551 | ) | | | — | | | | — | | | | (11,643 | ) | Equity in net income (loss) of affiliates and other items | | | (218 | ) | | | (199 | ) | | | 2 | | | | (30 | ) | | | — | | | | (445 | ) | | | 883 | | | | (282 | ) | | | (203 | ) | | | — | | | | — | | | | 398 | | Tax on net operating income | | | 408 | | | | (193 | ) | | | 69 | | | | (34 | ) | | | — | | | | 250 | | | | 1,272 | | | | 1,013 | | | | 174 | | | | — | | | | — | | | | 2,459 | | Net operating income(b) | | | (603 | ) | | | (1,589 | ) | | | (34 | ) | | | (64 | ) | | | — | | | | (2,290 | ) | | | (4,507 | ) | | | (3,699 | ) | | | (580 | ) | | | — | | | | — | | | | (8,786 | ) | Net cost of net debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | — | | Non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | (15 | ) | | | 193 | | Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,305 | ) | | | (8,593 | ) | | | | | | | | | | | | | (a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value. | | (a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value. | | | | | | (b) Of which inventory valuation effect | | | | | | | | | | | | | | On operating income | | | | — | | | | (2,944 | ) | | | (525 | ) | | | — | | | | | | On net operating income | | | | — | | | | (2,114 | ) | | | (384 | ) | | | — | | | | | |
(a) | Adjustments include special items, inventory valuation effect and the effect of changes in fair value. |
| | | | | | | | | | | | | | | | | | | | | (b) Of which inventory valuation effect 2014 Form 20-F TOTAL S.A. | | | | | | | | | | | | | | | | | | | | F-21 |
| | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2014 (adjusted) (M$)(a) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | 23,453 | | | | 106,124 | | | | 106,509 | | | | 5 | | | | — | | | | 236,091 | | Intersegment sales | | | 29,183 | | | | 44,950 | | | | 1,615 | | | | 236 | | | | (75,984 | ) | | | — | | Excise taxes | | | — | | | | (4,850 | ) | | | (19,254 | ) | | | — | | | | — | | | | (24,104 | ) | Revenues from sales | | | 52,636 | | | | 146,224 | | | | 88,870 | | | | 241 | | | | (75,984 | ) | | | 211,987 | | Operating expenses | | | (26,071 | ) | | | (142,034 | ) | | | (86,380 | ) | | | (1,092 | ) | | | 75,984 | | | | (179,593 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (9,409 | ) | | | (1,451 | ) | | | (781 | ) | | | (36 | ) | | | — | | | | (11,677 | ) | Adjusted operating income | | | 17,156 | | | | 2,739 | | | | 1,709 | | | | (887 | ) | | | — | | | | 20,717 | | Equity in net income (loss) of affiliates and other items | | | 3,419 | | | | 372 | | | | 63 | | | | 178 | | | | — | | | | 4,032 | | Tax on net operating income | | | (10,071 | ) | | | (622 | ) | | | (518 | ) | | | (8 | ) | | | — | | | | (11,219 | ) | Adjusted net operating income | | | 10,504 | | | | 2,489 | | | | 1,254 | | | | (717 | ) | | | — | | | | 13,530 | | Net cost of net debt | | | | | | | | | | | | | | | | | | | | | | | (494 | ) | Non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | (199 | ) | Adjusted net income | | | | | | | | | | | | | | | | | | | | | | | 12,837 | | Adjusted fully-diluted earnings per share ($) | | | | | | | | | | | | | | | | | | | | | | | 5.63 | |
(a) | On operating incomeExcept for earnings per share.
| | | — | | | | (737 | ) | | | (65 | ) | | | — | | | | | | On net operating income
| | | — | | | | (495 | ) | | | (47 | ) | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2014 (M$) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Total expenditures | | | 26,520 | | | | 2,022 | | | | 1,818 | | | | 149 | | | | — | | | | 30,509 | | Total divestments | | | 5,764 | | | | 192 | | | | 163 | | | | 71 | | | | — | | | | 6,190 | | Cash flow from operating activities | | | 16,666 | | | | 6,302 | | | | 2,721 | | | | (81 | ) | | | — | | | | 25,608 | | Balance sheet as of December 31, 2014 | | | | | | | | | | | | | | | | | | | | | | | | | Property, plant and equipment, intangible assets, net | | | 105,273 | | | | 9,512 | | | | 6,443 | | | | 330 | | | | — | | | | 121,558 | | Investments & loans in equity affiliates | | | 14,921 | | | | 3,516 | | | | 837 | | | | — | | | | — | | | | 19,274 | | Other non-current assets | | | 6,711 | | | | 959 | | | | 1,849 | | | | 151 | | | | — | | | | 9,670 | | Working capital | | | 2,015 | | | | 4,041 | | | | 2,141 | | | | (2,386 | ) | | | — | | | | 5,811 | | Provisions and other non-current liabilities | | | (30,385 | ) | | | (4,290 | ) | | | (2,097 | ) | | | (341 | ) | | | — | | | | (37,113 | ) | Assets and liabilities classified as held for sale | | | 1,962 | | | | 1,032 | | | | 91 | | | | — | | | | — | | | | 3,085 | | Capital Employed (balance sheet) | | | 100,497 | | | | 14,770 | | | | 9,264 | | | | (2,246 | ) | | | — | | | | 122,285 | | Less inventory valuation effect | | | — | | | | (1,319 | ) | | | (439 | ) | | | (1 | ) | | | — | | | | (1,759 | ) | Capital Employed (Business segment information) | | | 100,497 | | | | 13,451 | | | | 8,825 | | | | (2,247 | ) | | | — | | | | 120,526 | | ROACE as a percentage | | | 11% | | | | 15% | | | | 13% | | | | — | | | | — | | | | 11% | |
| | | F-22 | | TOTAL S.A. Form 20-F 20132014 |
| | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2013 (adjusted) (M€)(a) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | 19,911 | | | | 86,204 | | | | 83,481 | | | | 2 | | | | — | | | | 189,598 | | Intersegment sales | | | 28,349 | | | | 39,360 | | | | 1,626 | | | | 133 | | | | (69,468 | ) | | | — | | Excise taxes | | | — | | | | (3,625 | ) | | | (14,262 | ) | | | — | | | | — | | | | (17,887 | ) | Revenues from sales | | | 48,260 | | | | 121,939 | | | | 70,845 | | | | 135 | | | | (69,468 | ) | | | 171,711 | | Operating expenses | | | (23,916 | ) | | | (119,441 | ) | | | (68,700 | ) | | | (597 | ) | | | 69,468 | | | | (143,186 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (6,490 | ) | | | (1,169 | ) | | | (549 | ) | | | (31 | ) | | | — | | | | (8,239 | ) | Adjusted operating income | | | 17,854 | | | | 1,329 | | | | 1,596 | | | | (493 | ) | | | — | | | | 20,286 | | Equity in net income (loss) of affiliates and other items | | | 2,245 | | | | 342 | | | | 37 | | | | 7 | | | | — | | | | 2,631 | | Tax on net operating income | | | (10,729 | ) | | | (267 | ) | | | (482 | ) | | | 13 | | | | — | | | | (11,465 | ) | Adjusted net operating income | | | 9,370 | | | | 1,404 | | | | 1,151 | | | | (473 | ) | | | — | | | | 11,452 | | Net cost of net debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | (501 | ) | Non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | (206 | ) | Adjusted net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,745 | | Adjusted fully-diluted earnings per share (€) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4.73 | | (a) Except for earnings per share. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2013 (M€) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Total expenditures | | | 22,396 | | | | 2,039 | | | | 1,365 | | | | 122 | | | | — | | | | 25,922 | | Total divestments | | | 4,353 | | | | 275 | | | | 141 | | | | 45 | | | | — | | | | 4,814 | | Cash flow from operating activities | | | 16,457 | | | | 3,211 | | | | 1,926 | | | | (121 | ) | | | — | | | | 21,473 | | Balance sheets as of December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | Property, plant and equipment, intangible assets, net | | | 75,169 | | | | 8,998 | | | | 4,671 | | | | 262 | | | | — | | | | 89,100 | | Investments & loans in equity affiliates | | | 11,499 | | | | 2,568 | | | | 737 | | | | — | | | | — | | | | 14,804 | | Other non-current assets | | | 4,125 | | | | 1,045 | | | | 1,475 | | | | 567 | | | | — | | | | 7,212 | | Working capital | | | (237 | ) | | | 7,545 | | | | 2,692 | | | | (1,974 | ) | | | — | | | | 8,026 | | Provisions and other non-current liabilities | | | (22,894 | ) | | | (3,216 | ) | | | (1,669 | ) | | | (936 | ) | | | — | | | | (28,715 | ) | Assets and liabilities classified as held for sale | | | 1,603 | | | | — | | | | — | | | | — | | | | — | | | | 1,603 | | Capital Employed (balance sheet) | | | 69,265 | | | | 16,940 | | | | 7,906 | | | | (2,081 | ) | | | — | | | | 92,030 | | Less inventory valuation effect | | | — | | | | (2,643 | ) | | | (647 | ) | | | (2 | ) | | | — | | | | (3,292 | ) | Capital Employed | | | 69,265 | | | | 14,297 | | | | 7,259 | | | | (2,083 | ) | | | — | | | | 88,738 | | (Business segment information) | | | | | | | | | | | | | | | | | | | | | | | | | ROACE as a percentage | | | 14 | % | | | 9 | % | | | 16 | % | | | — | | | | — | | | | 13 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2013 (M$) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | 26,367 | | | | 114,483 | | | | 110,873 | | | | 2 | | | | — | | | | 251,725 | | Intersegment sales | | | 37,650 | | | | 52,275 | | | | 2,159 | | | | 177 | | | | (92,261 | ) | | | — | | Excise taxes | | | — | | | | (4,814 | ) | | | (18,942 | ) | | | — | | | | — | | | | (23,756 | ) | Revenues from sales | | | 64,017 | | | | 161,944 | | | | 94,090 | | | | 179 | | | | (92,261 | ) | | | 227,969 | | Operating expenses | | | (31,875 | ) | | | (160,031 | ) | | | (91,343 | ) | | | (794 | ) | | | 92,261 | | | | (191,782 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (9,484 | ) | | | (1,736 | ) | | | (733 | ) | | | (41 | ) | | | — | | | | (11,994 | ) | Operating income | | | 22,658 | | | | 177 | | | | 2,014 | | | | (656 | ) | | | — | | | | 24,193 | | Equity in net income (loss) of affiliates and other items | | | 2,688 | | | | 181 | | | | 55 | | | | (25 | ) | | | — | | | | 2,899 | | Tax on net operating income | | | (13,706 | ) | | | (612 | ) | | | (560 | ) | | | (29 | ) | | | — | | | | (14,907 | ) | Net operating income | | | 11,640 | | | | (254 | ) | | | 1,509 | | | | (710 | ) | | | — | | | | 12,185 | | Net cost of net debt | | | | | | | | | | | | | | | | | | | | | | | (664 | ) | Non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | (293 | ) | Net income | | | | | | | | | | | | | | | | | | | | | | | 11,228 | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2013 (adjustments(a) ) (M$) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | (74 | ) | | | — | | | | — | | | | — | | | | — | | | | (74 | ) | Intersegment sales | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Excise taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Revenues from sales | | | (74 | ) | | | — | | | | — | | | | — | | | | — | | | | (74 | ) | Operating expenses | | | (113 | ) | | | (1,405 | ) | | | (134 | ) | | | — | | | | — | | | | (1,652 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (855 | ) | | | (184 | ) | | | (4 | ) | | | — | | | | — | | | | (1,043 | ) | Operating income(b) | | | (1,042 | ) | | | (1,589 | ) | | | (138 | ) | | | – | | | | — | | | | (2,769 | ) | Equity in net income (loss) of affiliates and other items | | | (305 | ) | | | (268 | ) | | | 4 | | | | (34 | ) | | | — | | | | (603 | ) | Tax on net operating income | | | 537 | | | | (254 | ) | | | 89 | | | | (45 | ) | | | — | | | | 327 | | Net operating income(b) | | | (810 | ) | | | (2,111 | ) | | | (45 | ) | | | (79 | ) | | | — | | | | (3,045 | ) | Net cost of net debt | | | | | | | | | | | | | | | | | | | | | | | — | | Non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | (19 | ) | Net income | | | | | | | | | | | | | | | | | | | | | | | (3,064 | ) | | | | | | | | | | | | | | | | | | | (a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value. | | | | | | | | | | (b) Of which inventory valuation effect | | | | | | | | | | | | | | | | | | | | | | | | | On operating income | | | — | | | | (978 | ) | | | (87 | ) | | | — | | | | | | | | | | On net operating income | | | — | | | | (656 | ) | | | (63 | ) | | | — | | | | | | | | | |
| | | 20132014 Form 20-F TOTAL S.A. | | F-23 |
| | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2012 (M€) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | 22,143 | | | | 91,117 | | | | 86,614 | | | | 187 | | | | — | | | | 200,061 | | Intersegment sales | | | 31,521 | | | | 44,470 | | | | 755 | | | | 199 | | | | (76,945 | ) | | | — | | Excise taxes | | | — | | | | (3,593 | ) | | | (14,169 | ) | | | — | | | | — | | | | (17,762 | ) | Revenues from sales | | | 53,664 | | | | 131,994 | | | | 73,200 | | | | 386 | | | | (76,945 | ) | | | 182,299 | | Operating expenses | | | (25,966 | ) | | | (129,499 | ) | | | (71,535 | ) | | | (973 | ) | | | 76,945 | | | | (151,028 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (7,437 | ) | | | (1,445 | ) | | | (607 | ) | | | (36 | ) | | | — | | | | (9,525 | ) | Operating income | | | 20,261 | | | | 1,050 | | | | 1,058 | | | | (623 | ) | | | — | | | | 21,746 | | Equity in net income (loss) of affiliates and other items | | | 2,325 | | | | 213 | | | | (198 | ) | | | 276 | | | | — | | | | 2,616 | | Tax on net operating income | | | (12,359 | ) | | | (263 | ) | | | (380 | ) | | | (127 | ) | | | — | | | | (13,129 | ) | Net operating income | | | 10,227 | | | | 1,000 | | | | 480 | | | | (474 | ) | | | — | | | | 11,233 | | Net cost of net debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | (477 | ) | Non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | (147 | ) | Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,609 | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2012 (adjustments)(a) (M€) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | (9 | ) | | | — | | | | — | | | | — | | | | — | | | | (9 | ) | Intersegment sales | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Excise taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Revenues from sales | | | (9 | ) | | | — | | | | — | | | | — | | | | — | | | | (9 | ) | Operating expenses | | | (586 | ) | | | (199 | ) | | | (229 | ) | | | (88 | ) | | | — | | | | (1,102 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (1,200 | ) | | | (206 | ) | | | (68 | ) | | | — | | | | — | | | | (1,474 | ) | Operating income(b) | | | (1,795 | ) | | | (405 | ) | | | (297 | ) | | | (88 | ) | | | — | | | | (2,585 | ) | Equity in net income (loss) of affiliates and other items | | | 240 | | | | (41 | ) | | | (119 | ) | | | 146 | | | | — | | | | 226 | | Tax on net operating income | | | 637 | | | | 70 | | | | 66 | | | | (108 | ) | | | — | | | | 665 | | Net operating income(b) | | | (918 | ) | | | (376 | ) | | | (350 | ) | | | (50 | ) | | | — | | | | (1,694 | ) | Net cost of net debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | 27 | | Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,667 | ) |
(a) | Adjustments include special items, inventory valuation effect and the effect of changes in fair value. |
| | | | | | | | | | | | | | | | | | | | | (b) Of which inventory valuation effect
| | | | | | | | | | | | | | | | | | | | | On operating income
| | | — | | | | (179 | ) | | | (55 | ) | | | — | | | | | | On net operating income
| | | — | | | | (116 | ) | | | (39 | ) | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2013 (adjusted) (M$)(a) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | 26,441 | | | | 114,483 | | | | 110,873 | | | | 2 | | | | — | | | | 251,799 | | Intersegment sales | | | 37,650 | | | | 52,275 | | | | 2,159 | | | | 177 | | | | (92,261 | ) | | | — | | Excise taxes | | | — | | | | (4,814 | ) | | | (18,942 | ) | | | — | | | | — | | | | (23,756 | ) | Revenues from sales | | | 64,091 | | | | 161,944 | | | | 94,090 | | | | 179 | | | | (92,261 | ) | | | 228,043 | | Operating expenses | | | (31,762 | ) | | | (158,626 | ) | | | (91,209 | ) | | | (794 | ) | | | 92,261 | | | | (190,130 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (8,629 | ) | | | (1,552 | ) | | | (729 | ) | | | (41 | ) | | | — | | | | (10,951 | ) | Adjusted operating income | | | 23,700 | | | | 1,766 | | | | 2,152 | | | | (656 | ) | | | — | | | | 26,962 | | Equity in net income (loss) of affiliates and other items | | | 2,993 | | | | 449 | | | | 51 | | | | 9 | | | | — | | | | 3,502 | | Tax on net operating income | | | (14,243 | ) | | | (358 | ) | | | (649 | ) | | | 16 | | | | — | | | | (15,234 | ) | Adjusted net operating income | | | 12,450 | | | | 1,857 | | | | 1,554 | | | | (631 | ) | | | — | | | | 15,230 | | Net cost of net debt | | | | | | | | | | | | | | | | | | | | | | | (664 | ) | Non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | (274 | ) | Adjusted net income | | | | | | | | | | | | | | | | | | | | | | | 14,292 | | Adjusted fully-diluted earnings per share ($) | | | | | | | | | | | | | | | | | | | | | | | 6.29 | | (a) Except for earnings per share. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2013 (M$) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Total expenditures | | | 29,750 | | | | 2,708 | | | | 1,814 | | | | 159 | | | | — | | | | 34,431 | | Total divestments | | | 5,786 | | | | 365 | | | | 186 | | | | 62 | | | | — | | | | 6,399 | | Cash flow from operating activities | | | 21,857 | | | | 4,260 | | | | 2,557 | | | | (161 | ) | | | — | | | | 28,513 | | Balance sheet as of December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | Property, plant and equipment, intangible assets, net | | | 103,667 | | | | 12,407 | | | | 6,441 | | | | 360 | | | | — | | | | 122,875 | | Investments & loans in equity affiliates | | | 15,862 | | | | 3,542 | | | | 1,013 | | | | — | | | | — | | | | 20,417 | | Other non-current assets | | | 5,691 | | | | 1,427 | | | | 2,014 | | | | 778 | | | | — | | | | 9,910 | | Working capital | | | (327 | ) | | | 10,458 | | | | 3,779 | | | | (2,729 | ) | | | — | | | | 11,181 | | Provisions and other non-current liabilities | | | (31,574 | ) | | | (4,437 | ) | | | (2,303 | ) | | | (1,288 | ) | | | — | | | | (39,602 | ) | Assets and liabilities classified as held for sale | | | 2,210 | | | | — | | | | — | | | | — | | | | — | | | | 2,210 | | Capital Employed (balance sheet) | | | 95,529 | | | | 23,397 | | | | 10,944 | | | | (2,879 | ) | | | — | | | | 126,991 | | Less inventory valuation effect | | | — | | | | (3,645 | ) | | | (893 | ) | | | (2 | ) | | | — | | | | (4,540 | ) | Capital Employed (Business segment information) | | | 95,529 | | | | 19,752 | | | | 10,051 | | | | (2,881 | ) | | | — | | | | 122,451 | | ROACE as a percentage | | | 14% | | | | 9% | | | | 16% | | | | — | | | | — | | | | 13% | |
| | | F-24 | | TOTAL S.A. Form 20-F 20132014 |
| | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2012 (adjusted) (M€)(a) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | 22,152 | | | | 91,117 | | | | 86,614 | | | | 187 | | | | — | | | | 200,070 | | Intersegment sales | | | 31,521 | | | | 44,470 | | | | 755 | | | | 199 | | | | (76,945 | ) | | | — | | Excise taxes | | | — | | | | (3,593 | ) | | | (14,169 | ) | | | — | | | | — | | | | (17,762 | ) | Revenues from sales | | | 53,673 | | | | 131,994 | | | | 73,200 | | | | 386 | | | | (76,945 | ) | | | 182,308 | | Operating expenses | | | (25,380 | ) | | | (129,300 | ) | | | (71,306 | ) | | | (885 | ) | | | 76,945 | | | | (149,926 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (6,237 | ) | | | (1,239 | ) | | | (539 | ) | | | (36 | ) | | | — | | | | (8,051 | ) | Adjusted operating income | | | 22,056 | | | | 1,455 | | | | 1,355 | | | | (535 | ) | | | — | | | | 24,331 | | Equity in net income (loss) of affiliates and other items | | | 2,085 | | | | 254 | | | | (79 | ) | | | 130 | | | | — | | | | 2,390 | | Tax on net operating income | | | (12,996 | ) | | | (333 | ) | | | (446 | ) | | | (19 | ) | | | — | | | | (13,794 | ) | Adjusted net operating income | | | 11,145 | | | | 1,376 | | | | 830 | | | | (424 | ) | | | — | | | | 12,927 | | Net cost of net debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | (477 | ) | Non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | (174 | ) | Adjusted net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 12,276 | | Adjusted fully-diluted earnings per share (€) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5.42 | | (a) Except for earnings per share. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2012 (M€) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Total expenditures | | | 19,618 | | | | 1,944 | | | | 1,301 | | | | 80 | | | | — | | | | 22,943 | | Total divestments | | | 2,798 | | | | 304 | | | | 152 | | | | 2,617 | | | | — | | | | 5,871 | | Cash flow from operating activities | | | 18,950 | | | | 2,127 | | | | 1,132 | | | | 253 | | | | — | | | | 22,462 | | Balance sheets as of December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | Property, plant and equipment, intangible assets, net | | | 68,310 | | | | 9,220 | | | | 4,433 | | | | 227 | | | | — | | | | 82,190 | | Investments & loans in equity affiliates | | | 11,080 | | | | 1,971 | | | | 708 | | | | — | | | | — | | | | 13,759 | | Other non-current assets | | | 3,226 | | | | 1,194 | | | | 1,293 | | | | 419 | | | | — | | | | 6,132 | | Working capital | | | (329 | ) | | | 9,623 | | | | 2,821 | | | | (1,772 | ) | | | — | | | | 10,343 | | Provisions and other non-current liabilities | | | (21,492 | ) | | | (3,046 | ) | | | (1,627 | ) | | | (1,296 | ) | | | — | | | | (27,461 | ) | Assets and liabilities classified as held for sale | | | 3,067 | | | | — | | | | — | | | | — | | | | — | | | | 3,067 | | Capital Employed (balance sheet) | | | 63,862 | | | | 18,962 | | | | 7,628 | | | | (2,422 | ) | | | — | | | | 88,030 | | Less inventory valuation effect | | | — | | | | (3,236 | ) | | | (642 | ) | | | — | | | | — | | | | (3,878 | ) | Capital Employed (Business segment information) | | | 63,862 | | | | 15,726 | | | | 6,986 | | | | (2,422 | ) | | | — | | | | 84,152 | | ROACE as a percentage | | | 18% | | | | 9% | | | | 12% | | | | — | | | | — | | | | 16% | |
| | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2012 (M$) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | 28,449 | | | | 117,067 | | | | 111,281 | | | | 240 | | | | — | | | | 257,037 | | Intersegment sales | | | 40,498 | | | | 57,134 | | | | 970 | | | | 256 | | | | (98,858 | ) | | | — | | Excise taxes | | | — | | | | (4,616 | ) | | | (18,205 | ) | | | — | | | | — | | | | (22,821 | ) | Revenues from sales | | | 68,947 | | | | 169,585 | | | | 94,046 | | | | 496 | | | | (98,858 | ) | | | 234,216 | | Operating expenses | | | (33,361 | ) | | | (166,379 | ) | | | (91,907 | ) | | | (1,249 | ) | | | 98,858 | | | | (194,038 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (9,555 | ) | | | (1,856 | ) | | | (780 | ) | | | (46 | ) | | | — | | | | (12,237 | ) | Operating income | | | 26,031 | | | | 1,350 | | | | 1,359 | | | | (799 | ) | | | — | | | | 27,941 | | Equity in net income (loss) of affiliates and other items | | | 3,005 | | | | 271 | | | | (252 | ) | | | 353 | | | | — | | | | 3,377 | | Tax on net operating income | | | (15,879 | ) | | | (337 | ) | | | (488 | ) | | | (163 | ) | | | — | | | | (16,867 | ) | Net operating income | | | 13,157 | | | | 1,284 | | | | 619 | | | | (609 | ) | | | — | | | | 14,451 | | Net cost of net debt | | | | | | | | | | | | | | | | | | | | | | | (615 | ) | Non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | (188 | ) | Net income | | | | | | | | | | | | | | | | | | | | | | | 13,648 | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2012 (adjustments)(a) (M$) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | (12 | ) | | | — | | | | — | | | | — | | | | — | | | | (12 | ) | Intersegment sales | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Excise taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Revenues from sales | | | (12 | ) | | | — | | | | — | | | | — | | | | — | | | | (12 | ) | Operating expenses | | | (752 | ) | | | (257 | ) | | | (294 | ) | | | (115 | ) | | | — | | | | (1,418 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (1,538 | ) | | | (266 | ) | | | (87 | ) | | | — | | | | — | | | | (1,891 | ) | Operating income(b) | | | (2,302 | ) | | | (523 | ) | | | (381 | ) | | | (115 | ) | | | — | | | | (3,321 | ) | Equity in net income (loss) of affiliates and other items | | | 326 | | | | (51 | ) | | | (154 | ) | | | 188 | | | | — | | | | 309 | | Tax on net operating income | | | 817 | | | | 90 | | | | 85 | | | | (139 | ) | | | — | | | | 853 | | Net operating income(b) | | | (1,159 | ) | | | (484 | ) | | | (450 | ) | | | (66 | ) | | | — | | | | (2,159 | ) | Net cost of net debt | | | | | | | | | | | | | | | | | | | | | | | — | | Non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | 35 | | Net income | | | | | | | | | | | | | | | | | | | | | | | (2,124 | ) | (a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value. | | (b) Of which inventory valuation effect | | On operating income | | | — | | | | (230) | | | | (71) | | | | — | | | | | | | | | | On net operating income | | | — | | | | (149) | | | | (50) | | | | — | | | | | | | | | |
| | | 20132014 Form 20-F TOTAL S.A. | | F-25 |
| For the year ended December 31, 2011 (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Intercompany | | Total | | | For the year ended December 31, 2012 (adjusted) (M$)(a) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Intercompany | | Total | | Non-Group sales | | | 22,211 | | | | 77,146 | | | | 85,325 | | | | 11 | | | | — | | | | 184,693 | | | | 28,461 | | | | 117,067 | | | | 111,281 | | | | 240 | | | | — | | | | 257,049 | | Intersegment sales | | | 27,301 | | | | 44,277 | | | | 805 | | | | 185 | | | | (72,568 | ) | | | — | | | | 40,498 | | | | 57,134 | | | | 970 | | | | 256 | | | | (98,858 | ) | | | — | | Excise taxes | | | — | | | | (2,362 | ) | | | (15,781 | ) | | | — | | | | — | | | | (18,143 | ) | | | — | | | | (4,616 | ) | | | (18,205 | ) | | | — | | | | — | | | | (22,821 | ) | Revenues from sales | | | 49,512 | | | | 119,061 | | | | 70,349 | | | | 196 | | | | (72,568 | ) | | | 166,550 | | | | 68,959 | | | | 169,585 | | | | 94,046 | | | | 496 | | | | (98,858 | ) | | | 234,228 | | Operating expenses | | | (21,855 | ) | | | (116,369 | ) | | | (68,384 | ) | | | (663 | ) | | | 72,568 | | | | (134,703 | ) | | | (32,609 | ) | | | (166,122 | ) | | | (91,613 | ) | | | (1,134 | ) | | | 98,858 | | | | (192,620 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (5,039 | ) | | | (1,936 | ) | | | (496 | ) | | | (35 | ) | | | — | | | | (7,506 | ) | | | (8,017 | ) | | | (1,590 | ) | | | (693 | ) | | | (46 | ) | | | — | | | | (10,346 | ) | Operating income | | | 22,618 | | | | 756 | | | | 1,469 | | | | (502 | ) | | | — | | | | 24,341 | | | Adjusted operating income | | | | 28,333 | | | | 1,873 | | | | 1,740 | | | | (684 | ) | | | — | | | | 31,262 | | Equity in net income (loss) of affiliates and other items | | | 2,198 | | | | 647 | | | | (377 | ) | | | 336 | | | | — | | | | 2,804 | | | | 2,679 | | | | 322 | | | | (98 | ) | | | 165 | | | | — | | | | 3,068 | | Tax on net operating income | | | (13,576 | ) | | | (138 | ) | | | (441 | ) | | | (41 | ) | | | — | | | | (14,196 | ) | | | (16,696 | ) | | | (427 | ) | | | (573 | ) | | | (24 | ) | | | — | | | | (17,720 | ) | Net operating income | | | 11,240 | | | | 1,265 | | | | 651 | | | | (207 | ) | | | — | | | | 12,949 | | | Adjusted net operating income | | | | 14,316 | | | | 1,768 | | | | 1,069 | | | | (543 | ) | | | — | | | | 16,610 | | Net cost of net debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | (335 | ) | | | | | | | | | | | | | (615 | ) | Non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | (305 | ) | | | (223 | ) | Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 12,309 | | | Adjusted net income | | | | 15,772 | | Adjusted fully-diluted earnings per share ($) | | | | 6.96 | | (a) Except for earnings per share. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2011 (adjustments)(a) (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Intercompany | | Total | | | Non-Group sales | | | 45 | | | | — | | | | — | | | | — | | | | — | | | | 45 | | | Intersegment sales | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Excise taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Revenues from sales | | | 45 | | | | — | | | | — | | | | — | | | | — | | | | 45 | | | Operating expenses | | | — | | | | 852 | | | | 271 | | | | — | | | | — | | | | 1,123 | | | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (75 | ) | | | (705 | ) | | | (1 | ) | | | — | | | | — | | | | (781 | ) | | Operating income(b) | | | (30 | ) | | | 147 | | | | 270 | | | | — | | | | — | | | | 387 | | | Equity in net income (loss) of affiliates and other items | | | 682 | | | | 337 | | | | (363 | ) | | | 90 | | | | — | | | | 746 | | | Tax on net operating income | | | (43 | ) | | | (61 | ) | | | (78 | ) | | | (80 | ) | | | — | | | | (262 | ) | | Net operating income(b) | | | 609 | | | | 423 | | | | (171 | ) | | | 10 | | | | — | | | | 871 | | | Net cost of net debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | (19 | ) | | Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 852 | | | (a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value. | | | (b) Of which inventory valuation effect | | | On operating income | | | — | | | | 928 | | | | 287 | | | | — | | | | | | | On net operating income | | | — | | | | 669 | | | | 200 | | | | — | | | | | | | For the year ended December 31, 2012 (M$) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Intercompany | | Total | | Total expenditures | | | | 25,200 | | | | 2,502 | | | | 1,671 | | | | 102 | | | | — | | | | 29,475 | | Total divestments | | | | 3,595 | | | | 392 | | | | 196 | | | | 3,360 | | | | — | | | | 7,543 | | Cash flow from operating activities | | | | 24,354 | | | | 2,726 | | | | 1,456 | | | | 322 | | | | — | | | | 28,858 | | Balance sheet as of December 31, 2012 | | | | | | | | | | | | | | Property, plant and equipment, intangible assets, net | | | | 90,128 | | | | 12,167 | | | | 5,848 | | | | 299 | | | | — | | | | 108,442 | | Investments & loans in equity affiliates | | | | 14,622 | | | | 2,600 | | | | 931 | | | | — | | | | — | | | | 18,153 | | Other non-current assets | | | | 4,255 | | | | 1,565 | | | | 1,694 | | | | 552 | | | | — | | | | 8,066 | | Working capital | | | | (436 | ) | | | 12,742 | | | | 3,752 | | | | (2,337 | ) | | | — | | | | 13,721 | | Provisions and other non-current liabilities | | | | (28,356 | ) | | | (4,020 | ) | | | (2,146 | ) | | | (1,708 | ) | | | — | | | | (36,230 | ) | Assets and liabilities classified as held for sale | | | | 4,047 | | | | — | | | | — | | | | — | | | | — | | | | 4,047 | | Capital Employed (balance sheet) | | | | 84,260 | | | | 25,054 | | | | 10,079 | | | | (3,194 | ) | | | — | | | | 116,199 | | Less inventory valuation effect | | | | — | | | | (4,271 | ) | | | (847 | ) | | | (1 | ) | | | — | | | | (5,119 | ) | Capital Employed (Business segment information) | | | | 84,260 | | | | 20,783 | | | | 9,232 | | | | (3,195 | ) | | | — | | | | 111,080 | | ROACE as a percentage | | | | 18% | | | | 9% | | | | 12% | | | | — | | | | — | | | | 15% | |
| | | F-26 | | TOTAL S.A. Form 20-F 2013 |
| | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2011 (adjusted) (M€)(a) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Non-Group sales | | | 22,166 | | | | 77,146 | | | | 85,325 | | | | 11 | | | | — | | | | 184,648 | | Intersegment sales | | | 27,301 | | | | 44,277 | | | | 805 | | | | 185 | | | | (72,568 | ) | | | — | | Excise taxes | | | — | | | | (2,362 | ) | | | (15,781 | ) | | | — | | | | — | | | | (18,143 | ) | Revenues from sales | | | 49,467 | | | | 119,061 | | | | 70,349 | | | | 196 | | | | (72,568 | ) | | | 166,505 | | Operating expenses | | | (21,855 | ) | | | (117,221 | ) | | | (68,655 | ) | | | (663 | ) | | | 72,568 | | | | (135,826 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (4,964 | ) | | | (1,231 | ) | | | (495 | ) | | | (35 | ) | | | — | | | | (6,725 | ) | Adjusted operating income | | | 22,648 | | | | 609 | | | | 1,199 | | | | (502 | ) | | | — | | | | 23,954 | | Equity in net income (loss) of affiliates and other items | | | 1,516 | | | | 310 | | | | (14 | ) | | | 246 | | | | — | | | | 2,058 | | Tax on net operating income | | | (13,533 | ) | | | (77 | ) | | | (363 | ) | | | 39 | | | | — | | | | (13,934 | ) | Adjusted net operating income | | | 10,631 | | | | 842 | | | | 822 | | | | (217 | ) | | | — | | | | 12,078 | | Net cost of net debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | (335 | ) | Non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | (286 | ) | Adjusted net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,457 | | Adjusted fully-diluted earnings per share (€) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5.08 | | (a) Except for earnings per share. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, 2011 (M€) | | Upstream | | | Refining & Chemicals | | | Marketing & Services | | | Corporate | | | Intercompany | | | Total | | Total expenditures | | | 20,662 | | | | 1,910 | | | | 1,834 | | | | 135 | | | | — | | | | 24,541 | | Total divestments | | | 2,591 | | | | 2,509 | | | | 1,955 | | | | 1,523 | | | | — | | | | 8,578 | | Cash flow from operating activities | | | 17,044 | | | | 2,146 | | | | 541 | | | | (195 | ) | | | — | | | | 19,536 | | Balance sheets as of December 31, 2011 | | | | | | | | | | | | | | | | | | | | | | | | | Property, plant and equipment, intangible assets, net | | | 63,250 | | | | 9,037 | | | | 4,338 | | | | 245 | | | | — | | | | 76,870 | | Investments & loans in equity affiliates | | | 10,581 | | | | 1,658 | | | | 756 | | | | — | | | | — | | | | 12,995 | | Other non-current assets | | | 2,446 | | | | 1,492 | | | | 1,188 | | | | 3,075 | | | | — | | | | 8,201 | | Working capital | | | 699 | | | | 9,851 | | | | 2,902 | | | | (1,374 | ) | | | — | | | | 12,078 | | Provisions and other non-current liabilities | | | (20,064 | ) | | | (3,220 | ) | | | (1,664 | ) | | | (1,201 | ) | | | — | | | | (26,149 | ) | Assets and liabilities classified as held for sale | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Capital Employed (balance sheet) | | | 56,912 | | | | 18,818 | | | | 7,520 | | | | 745 | | | | — | | | | 83,995 | | Less inventory valuation effect | | | — | | | | (3,367 | ) | | | (667 | ) | | | 13 | | | | — | | | | (4,021 | ) | Capital Employed (Business segment information) | | | 56,912 | | | | 15,451 | | | | 6,853 | | | | 758 | | | | — | | | | 79,974 | | ROACE as a percentage | | | 21% | | | | 5% | | | | 13% | | | | — | | | | — | | | | 16% | |
| | | 2013 Form 20-F TOTAL S.A. | | F-272014 |
B) | | ROE (RETURN ON EQUITY)(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, 20132014 is calculated after payment of a dividend of€2.382.44 per share, subject to approval by the shareholders’ meeting on May 16, 2014.29, 2015. The ROE is calculated as follows: | For the year ended December 31, (M€) | | 2013 | | 2012 | | 2011 | | | Adjusted net income—Group share | | | 10,745 | | | | 12,276 | | | | 11,457 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Adjusted net income — Group share | | | | 12,837 | | | | 14,292 | | | | 15,772 | | Adjusted non-controlling interests | | | 206 | | | | 174 | | | | 286 | | | | 199 | | | | 274 | | | | 223 | | Adjusted consolidated net income | | | 10,951 | | | | 12,450 | | | | 11,743 | | | | 13,036 | | | | 14,566 | | | | 15,995 | | Shareholders’ equity—Group share | | | 72,629 | | | | 71,185 | | | | 66,945 | | | Shareholders’ equity — Group share | | | | 90,330 | | | | 100,241 | | | | 93,969 | | Distribution of the income based on existing shares at the closing date | | | (1,362 | ) | | | (1,299 | ) | | | (1,255 | ) | | | (1,686 | ) | | | (1,908 | ) | | | (1,757 | ) | Non-controlling interests | | | 2,281 | | | | 1,280 | | | | 1,352 | | | | 3,201 | | | | 3,138 | | | | 1,689 | | Adjusted shareholders’ equity(a) | | | 73,548 | | | | 71,166 | | | | 67,042 | | | | 91,845 | | | | 101,471 | | | | 93,901 | | ROE | | | 15% | | | | 18% | | | | 19% | | | | 13.5% | | | | 14.9% | | | | 17.7% | |
(a) | Adjusted shareholders’ equity as of December 31, 20102011 amounted to €57,951$86,748 million. |
C) | | RECONCILIATION OF THE INFORMATION BY BUSINESS SEGMENT WITH CONSOLIDATED FINANCIAL STATEMENTSReconciliation of the information by business segment with Consolidated Financial Statements |
The table below presents the impact of adjustment items on the consolidated statement of income: | For the year ended December 31, 2013 (M€) | | Adjusted | | Adjustments(a) | | Consolidated statement of income | | | For the year ended December 31, 2014 (M$) | | | Adjusted | | Adjustments(a) | | Consolidated statement of income | | Sales | | | 189,598 | | | | (56 | ) | | | 189,542 | | | | 236,091 | | | | 31 | | | | 236,122 | | Excise taxes | | | (17,887 | ) | | | — | | | | (17,887 | ) | | | (24,104 | ) | | | — | | | | (24,104 | ) | Revenues from sales | | | 171,711 | | | | (56 | ) | | | 171,655 | | | | 211,987 | | | | 31 | | | | 212,018 | | Purchases net of inventory variation | | | (120,311 | ) | | | (802 | ) | | | (121,113 | ) | | Purchases, net of inventory variation | | | | (149,506 | ) | | | (3,469 | ) | | | (152,975 | ) | Other operating expenses | | | (21,242 | ) | | | (445 | ) | | | (21,687 | ) | | | (28,123 | ) | | | (226 | ) | | | (28,349 | ) | Exploration costs | | | (1,633 | ) | | | — | | | | (1,633 | ) | | | (1,964 | ) | | | — | | | | (1,964 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (8,239 | ) | | | (792 | ) | | | (9,031 | ) | | | (11,677 | ) | | | (7,979 | ) | | | (19,656 | ) | Other income | | | 468 | | | | 1,257 | | | | 1,725 | | | | 1,272 | | | | 1,305 | | | | 2,577 | | Other expense | | | (418 | ) | | | (1,687 | ) | | | (2,105 | ) | | | (700 | ) | | | (254 | ) | | | (954 | ) | Financial interest on debt | | | (670 | ) | | | — | | | | (670 | ) | | | (748 | ) | | | — | | | | (748 | ) | Financial income from marketable securities & cash equivalents | | | 64 | | | | — | | | | 64 | | | | 108 | | | | — | | | | 108 | | Cost of net debt | | | (606 | ) | | | — | | | | (606 | ) | | | (640 | ) | | | — | | | | (640 | ) | Other financial income | | | 524 | | | | — | | | | 524 | | | | 821 | | | | — | | | | 821 | | Other financial expense | | | (529 | ) | | | — | | | | (529 | ) | | | (676 | ) | | | — | | | | (676 | ) | Equity in net income (loss) of affiliates | | | 2,586 | | | | (15 | ) | | | 2,571 | | | | 3,315 | | | | (653 | ) | | | 2,662 | | Income taxes | | | (11,360 | ) | | | 250 | | | | (11,110 | ) | | | (11,073 | ) | | | 2,459 | | | | (8,614 | ) | Consolidated net income | | | 10,951 | | | | (2,290 | ) | | | 8,661 | | | | 13,036 | | | | (8,786 | ) | | | 4,250 | | Group share | | | 10,745 | | | | (2,305 | ) | | | 8,440 | | | | 12,837 | | | | (8,593 | ) | | | 4,244 | | Non-controlling interests | | | 206 | | | | 15 | | | | 221 | | | | 199 | | | | (193 | ) | | | 6 | |
(a) | Adjustments include special items, inventory valuation effect and the effect of changes in fair value. |
| | | 2014 Form 20-F TOTAL S.A. | | F-27 |
| | | | | | | | | | | | | For the year ended December 31, 2013 (M$) | | Adjusted | | | Adjustments(a) | | | Consolidated statement of income | | Sales | | | 251,799 | | | | (74 | ) | | | 251,725 | | Excise taxes | | | (23,756 | ) | | | — | | | | (23,756 | ) | Revenues from sales | | | 228,043 | | | | (74 | ) | | | 227,969 | | Purchases, net of inventory variation | | | (159,784 | ) | | | (1,065 | ) | | | (160,849 | ) | Other operating expenses | | | (28,177 | ) | | | (587 | ) | | | (28,764 | ) | Exploration costs | | | (2,169 | ) | | | — | | | | (2,169 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (10,951 | ) | | | (1,043 | ) | | | (11,994 | ) | Other income | | | 647 | | | | 1,643 | | | | 2,290 | | Other expense | | | (574 | ) | | | (2,226 | ) | | | (2,800 | ) | Financial interest on debt | | | (889 | ) | | | — | | | | (889 | ) | Financial income from marketable securities & cash equivalents | | | 85 | | | | — | | | | 85 | | Cost of net debt | | | (804 | ) | | | — | | | | (804 | ) | Other financial income | | | 696 | | | | — | | | | 696 | | Other financial expense | | | (702 | ) | | | — | | | | (702 | ) | Equity in net income (loss) of affiliates | | | 3,435 | | | | (20 | ) | | | 3,415 | | Income taxes | | | (15,094 | ) | | | 327 | | | | (14,767 | ) | Consolidated net income | | | 14,566 | | | | (3,045 | ) | | | 11,521 | | Group share | | | 14,292 | | | | (3,064 | ) | | | 11,228 | | Non-controlling interests | | | 274 | | | | 19 | | | | 293 | |
(a) | Adjustments include special items, inventory valuation effect and the effect of changes in fair value. |
| | | F-28 | | TOTAL S.A. Form 20-F 2013 |
| | | | | | | | | | | | | For the year ended December 31, 2012 (M€) | | Adjusted | | | Adjustments(a) | | | Consolidated statement of income | | Sales | | | 200,070 | | | | (9 | ) | | | 200,061 | | Excise taxes | | | (17,762 | ) | | | — | | | | (17,762 | ) | Revenues from sales | | | 182,308 | | | | (9 | ) | | | 182,299 | | Purchases net of inventory variation | | | (126,564 | ) | | | (234 | ) | | | (126,798 | ) | Other operating expenses | | | (21,916 | ) | | | (868 | ) | | | (22,784 | ) | Exploration costs | | | (1,446 | ) | | | — | | | | (1,446 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (8,051 | ) | | | (1,474 | ) | | | (9,525 | ) | Other income | | | 681 | | | | 781 | | | | 1,462 | | Other expense | | | (448 | ) | | | (467 | ) | | | (915 | ) | Financial interest on debt | | | (671 | ) | | | — | | | | (671 | ) | Financial income from marketable securities & cash equivalents | | | 100 | | | | — | | | | 100 | | Cost of net debt | | | (571 | ) | | | — | | | | (571 | ) | Other financial income | | | 558 | | | | — | | | | 558 | | Other financial expense | | | (499 | ) | | | — | | | | (499 | ) | Equity in net income (loss) of affiliates | | | 2,098 | | | | (88 | ) | | | 2,010 | | Income taxes | | | (13,700 | ) | | | 665 | | | | (13,035 | ) | Consolidated net income | | | 12,450 | | | | (1,694 | ) | | | 10,756 | | Group share | | | 12,276 | | | | (1,667 | ) | | | 10,609 | | Non-controlling interests | | | 174 | | | | (27 | ) | | | 147 | |
| | | | | | | | | | | | | For the year ended December 31, 2012 (M$) | | Adjusted | | | Adjustments(a) | | | Consolidated statement of income | | Sales | | | 257,049 | | | | (12 | ) | | | 257,037 | | Excise taxes | | | (22,821 | ) | | | — | | | | (22,821 | ) | Revenues from sales | | | 234,228 | | | | (12 | ) | | | 234,216 | | Purchases, net of inventory variation | | | (162,607 | ) | | | (301 | ) | | | (162,908 | ) | Other operating expenses | | | (28,156 | ) | | | (1,117 | ) | | | (29,273 | ) | Exploration costs | | | (1,857 | ) | | | — | | | | (1,857 | ) | Depreciation, depletion and amortization of tangible assets and mineral interests | | | (10,346 | ) | | | (1,891 | ) | | | (12,237 | ) | Other income | | | 876 | | | | 1,021 | | | | 1,897 | | Other expense | | | (579 | ) | | | (599 | ) | | | (1,178 | ) | Financial interest on debt | | | (863 | ) | | | — | | | | (863 | ) | Financial income from marketable securities & cash equivalents | | | 128 | | | | — | | | | 128 | | Cost of net debt | | | (735 | ) | | | — | | | | (735 | ) | Other financial income | | | 717 | | | | — | | | | 717 | | Other financial expense | | | (641 | ) | | | — | | | | (641 | ) | Equity in net income (loss) of affiliates | | | 2,695 | | | | (113 | ) | | | 2,582 | | Income taxes | | | (17,600 | ) | | | 853 | | | | (16,747 | ) | Consolidated net income | | | 15,995 | | | | (2,159 | ) | | | 13,836 | | Group share | | | 15,772 | | | | (2,124 | ) | | | 13,648 | | Non-controlling interests | | | 223 | | | | (35 | ) | | | 188 | |
(a) | Adjustments include special items, inventory valuation effect and the effect of changes in fair value. |
| | | | | | | | | | | | | 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 | | | (19,700 | ) | | | (92 | ) | | | (19,792 | ) | 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 net income (loss) of affiliates | | | 1,984 | | | | (59 | ) | | | 1,925 | | Income taxes | | | (13,829 | ) | | | (262 | ) | | | (14,091 | ) | Consolidated net income | | | 11,743 | | | | 871 | | | | 12,614 | | Group share | | | 11,457 | | | | 852 | | | | 12,309 | | Non-controlling interests | | | 286 | | | | 19 | | | | 305 | |
(a) | Adjustments include special items, inventory valuation effect and the effect of changes in fair value. |
| | | 2013F-28 | | TOTAL S.A. Form 20-F TOTAL S.A. | | F-292014 |
D) | | ADJUSTMENT ITEMS BY BUSINESS SEGMENTAdjustment items by business segment |
The adjustment items forto income as per Note 2 to the Consolidated Financial Statements are detailed as follows: | Adjustments to operating income For the year ended December 31, 2013 (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | | Total | | | Adjustments to operating income For the year ended December 31, 2014 (M$) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | | Total | | Inventory valuation effect | | | — | | | | (737 | ) | | | (65 | ) | | | — | | | | (802 | ) | | | — | | | | (2,944 | ) | | | (525 | ) | | | — | | | | (3,469 | ) | Effect of changes in fair value | | | (56 | ) | | | — | | | | — | | | | — | | | | (56 | ) | | | 31 | | | | — | | | | — | | | | — | | | | 31 | | Restructuring charges | | | — | | | | (281 | ) | | | (3 | ) | | | — | | | | (284 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | Asset impairment charges | | | (651 | ) | | | (138 | ) | | | (3 | ) | | | — | | | | (792 | ) | | | (6,529 | ) | | | (1,450 | ) | | | — | | | | — | | | | (7,979 | ) | Other items | | | (86 | ) | | | (41 | ) | | | (34 | ) | | | — | | | | (161 | ) | | | (164 | ) | | | (36 | ) | | | (26 | ) | | | — | | | | (226 | ) | Total | | | (793 | ) | | | (1,197 | ) | | | (105 | ) | | | — | | | | (2,095 | ) | | | (6,662 | ) | | | (4,430 | ) | | | (551 | ) | | | — | | | | (11,643 | ) |
| Adjustments to net income, Group share For the year ended December 31, 2013 (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Total | | | Adjustments to net income, Group share For the year ended December 31, 2014 (M$) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | | Total | | Inventory valuation effect | | | — | | | | (495 | ) | | | (54 | ) | | | — | | | | (549 | ) | | | — | | | | (2,114 | ) | | | (339 | ) | | | — | | | | (2,453 | ) | Effect of changes in fair value | | | (44 | ) | | | — | | | | — | | | | — | | | | (44 | ) | | | 25 | | | | — | | | | — | | | | — | | | | 25 | | Restructuring charges | | | — | | | | (405 | ) | | | (23 | ) | | | — | | | | (428 | ) | | | — | | | | (13 | ) | | | (7 | ) | | | — | | | | (20 | ) | Asset impairment charges | | | (442 | ) | | | (137 | ) | | | (7 | ) | | | — | | | | (586 | ) | | | (5,514 | ) | | | (1,409 | ) | | | (140 | ) | | | — | | | | (7,063 | ) | Gains (losses) on disposals of assets | | | (31 | ) | | | (41 | ) | | | — | | | | — | | | | (72 | ) | | | 1,314 | | | | (105 | ) | | | — | | | | — | | | | 1,209 | | Other items | | | (86 | ) | | | (511 | ) | | | 35 | | | | (64 | ) | | | (626 | ) | | | (193 | ) | | | (58 | ) | | | (40 | ) | | | — | | | | (291 | ) | Total | | | (603 | ) | | | (1,589 | ) | | | (49 | ) | | | (64 | ) | | | (2,305 | ) | | | (4,368 | ) | | | (3,699 | ) | | | (526 | ) | | | — | | | | (8,593 | ) |
| Adjustments to operating income For the year ended December 31, 2012 (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Total | | | Adjustments to operating income For the year ended December 31, 2013 (M$) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | | Total | | Inventory valuation effect | | | — | | | | (179 | ) | | | (55 | ) | | | — | | | | (234 | ) | | | — | | | | (978 | ) | | | (87 | ) | | | — | | | | (1,065 | ) | Effect of changes in fair value | | | (9 | ) | | | — | | | | — | | | | — | | | | (9 | ) | | | (74 | ) | | | — | | | | — | | | | — | | | | (74 | ) | Restructuring charges | | | — | | | | (2 | ) | | | — | | | | — | | | | (2 | ) | | | — | | | | (373 | ) | | | (3 | ) | | | — | | | | (376 | ) | Asset impairment charges | | | (1,200 | ) | | | (206 | ) | | | (68 | ) | | | — | | | | (1,474 | ) | | | (855 | ) | | | (184 | ) | | | (4 | ) | | | — | | | | (1,043 | ) | Other items | | | (586 | ) | | | (18 | ) | | | (174 | ) | | | (88 | ) | | | (866 | ) | | | (113 | ) | | | (54 | ) | | | (44 | ) | | | — | | | | (211 | ) | Total | | | (1,795 | ) | | | (405 | ) | | | (297 | ) | | | (88 | ) | | | (2,585 | ) | | | (1,042 | ) | | | (1,589 | ) | | | (138 | ) | | | — | | | | (2,769 | ) |
| Adjustments to net income, Group share For the year ended December 31, 2012 (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Total | | | Adjustments to net income, Group share For the year ended December 31, 2013 (M$) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Total | | Inventory valuation effect | | | — | | | | (116 | ) | | | (41 | ) | | | — | | | | (157 | ) | | | — | | | | (656 | ) | | | (72 | ) | | | — | | | | (728 | ) | Effect of changes in fair value | | | (7 | ) | | | — | | | | — | | | | — | | | | (7 | ) | | | (58 | ) | | | — | | | | — | | | | — | | | | (58 | ) | Restructuring charges | | | — | | | | (24 | ) | | | (53 | ) | | | — | | | | (77 | ) | | | — | | | | (537 | ) | | | (30 | ) | | | — | | | | (567 | ) | Asset impairment charges | | | (769 | ) | | | (192 | ) | | | (121 | ) | | | (30 | ) | | | (1,112 | ) | | | (581 | ) | | | (183 | ) | | | (9 | ) | | | — | | | | (773 | ) | Gains (losses) on disposals of assets | | | 240 | | | | — | | | | — | | | | 341 | | | | 581 | | | | (58 | ) | | | (59 | ) | | | — | | | | — | | | | (117 | ) | Other items | | | (382 | ) | | | (44 | ) | | | (108 | ) | | | (361 | ) | | | (895 | ) | | | (113 | ) | | | (676 | ) | | | 47 | | | | (79 | ) | | | (821 | ) | Total | | | (918 | ) | | | (376 | ) | | | (323 | ) | | | (50 | ) | | | (1,667 | ) | | | (810 | ) | | | (2,111 | ) | | | (64 | ) | | | (79 | ) | | | (3,064 | ) |
| Adjustments to operating income For the year ended December 31, 2011 (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | | Total | | | Adjustments to operating income For the year ended December 31, 2012 (M$) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Total | | Inventory valuation effect | | | — | | | | 928 | | | | 287 | | | | — | | | | 1,215 | | | | — | | | | (230 | ) | | | (71 | ) | | | — | | | | (301 | ) | Effect of changes in fair value | | | 45 | | | | — | | | | — | | | | — | | | | 45 | | | | (12 | ) | | | — | | | | — | | | | — | | | | (12 | ) | Restructuring charges | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3 | ) | | | — | | | | — | | | | (3 | ) | Asset impairment charges | | | (75 | ) | | | (706 | ) | | | — | | | | — | | | | (781 | ) | | | (1,538 | ) | | | (266 | ) | | | (87 | ) | | | — | | | | (1,891 | ) | Other items | | | — | | | | (75 | ) | | | (17 | ) | | | — | | | | (92 | ) | | | (752 | ) | | | (24 | ) | | | (223 | ) | | | (115 | ) | | | (1,114 | ) | Total | | | (30 | ) | | | 147 | | | | 270 | | | | — | | | | 387 | | | | (2,302 | ) | | | (523 | ) | | | (381 | ) | | | (115 | ) | | | (3,321 | ) |
| Adjustments to net income, Group share For the year ended December 31, 2011 (M€) | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Total | | | Adjustments to net income, Group share For the year ended December 31, 2012 (M$) | | | Upstream | | Refining & Chemicals | | Marketing & Services | | Corporate | | Total | | Inventory valuation effect | | | — | | | | 669 | | | | 165 | | | | — | | | | 834 | | | | — | | | | (149 | ) | | | (52 | ) | | | — | | | | (201 | ) | Effect of changes in fair value | | | 32 | | | | — | | | | — | | | | — | | | | 32 | | | | (9 | ) | | | — | | | | — | | | | — | | | | (9 | ) | Restructuring charges | | | — | | | | (72 | ) | | | (50 | ) | | | — | | | | (122 | ) | | | — | | | | (31 | ) | | | (68 | ) | | | — | | | | (99 | ) | Asset impairment charges | | | (75 | ) | | | (476 | ) | | | (463 | ) | | | — | | | | (1,014 | ) | | | (985 | ) | | | (247 | ) | | | (155 | ) | | | (39 | ) | | | (1,426 | ) | Gains (losses) on disposals of assets | | | 843 | | | | 415 | | | | 206 | | | | 74 | | | | 1,538 | | | | 326 | | | | — | | | | — | | | | 438 | | | | 764 | | Other items | | | (178 | ) | | | (113 | ) | | | (61 | ) | | | (64 | ) | | | (416 | ) | | | (491 | ) | | | (57 | ) | | | (140 | ) | | | (465 | ) | | | (1,153 | ) | Total | | | 622 | | | | 423 | | | | (203 | ) | | | 10 | | | | 852 | | | | (1,159 | ) | | | (484 | ) | | | (415 | ) | | | (66 | ) | | | (2,124 | ) |
| | | F-302014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013F-29 |
E) | | ADDITIONAL INFORMATION ON IMPAIRMENTSAdditional information on impairments |
In the Upstream, Refining & Chemicals and Marketing & Services and Holdings segments, impairments of assets have been recognized for the year ended December 31, 2013,2014, with an impact of€792 $7,979 million in operating income and€586 $7,063 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 withwithin 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 CGU’s 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”; the 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; the 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%7% post-tax discount rate, this rate being a weighted-average capital cost estimated from historical market data. This rate has been applied consistentlywas 8% for the years ending in 2011, 2012 and 2013. the value in use calculated by discounting the above post-tax cash flows using an 8%7% 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 8%7% to 12%11% in 2013.2014. For the year ended December 31, 20132014 impairments of assets have been recognized in respect of CGUs of the Upstream segment with an impact of€651 $6,529 million in operating income and€442 $5,514 million in net income, Group share. These impairments mainlyrecognized in 2014 concern shale gasmainly: in Canada, with the deteriorating economic environment affecting the profitability of the Fort Hills project under development and preventing a final development decision in the Barnett basin ofnear future for the United States dueJoslyn and Northern Lights projects. Impairments recognized amount to the persistent weakness of$2,494 million in operating profit and $2,160 million in net income, Group share; non-conventional gas pricesassets in the American market (Henry Hub). They also include impairments of the Group’sUnited-States, China, Venezuela and Algeria, whose plans and development potential in an unfavorable economic environment have been revised downwards. Impairments recognized amount to $2,944 million in operating profit and $2,080 million in net income, Group share; other assets in Syria dueAfrica (impairment of $924 million in operating profit and $785 million in net income, Group share), on the Shotkman project in Russia, for which the technical development scheme does not provide an acceptable profitability (impairment of $350 million in net income, Group share), and in Kazakhstan on the Kashagan project, following technical problems and the decision to a permanent degradationreplace the project’s pipelines (impairments recognized amount to $167 million in operating profit and $121 million in net income, Group share). Given the sharp decline in oil prices observed over the last months of 2014, cash flows determined from the security context.long-term plan were modified to integrate weaker oil prices over the first three years. A variation of +10% variation in the price of hydrocarbons inoil prices under identical operating conditions would have a positive impact of $1,312 million in operating income of€195 millionprofit and€126 $1,038 million in net income, Group share. A variation of (1)%-1 point in the discount rate would have a positive impact of $985 million in operating income of€47 millionprofit and€30 $802 million in net income, Group share. For these assets and certain assets where thewhose value in use is close to thetheir net book value, opposite variationsa variation of -10% in oil prices, except for the above assumptionsfirst three years where it is increased to -25%, under identical operating conditions, would have respective impactsa negative impact of $2,338 million in operating income of€(1,185) millionprofit and€(619) million, and of€(822) million and€(431) $1,588 million in net income, Group share. The additional impairments that could be recorded These sensitivities in the case of unfavorable evolutions of the price of hydrocarbons or discount rates concern mainly shale gas assets impaired in the Barnett basin of2014 as well as other assets, notably in the United States and assetsRussia. A variation of +1 point in Australiathe discount rate would have a negative impact of $1,030 million in operating profit and Kazakhstan.$831 million in net income, Group share.
| | | F-30 | | TOTAL S.A. Form 20-F 2014 |
The CGUs for the Refining & Chemicals segment are defined by the legal entities having the operating activities for the refining and petrochemical activities. The CGUs for the other activities of the sector are global divisions, each division grouping together a set of businesses or homogeneous products for strategic, commercial and industrial plans. For the year 20132014, in a context of a reduction in demand for refined products and persistent weakness in refining margins in Europe, the Group recordedrecognized impairments of€138 $1,450 million in operating profit and€137 $1,409 million in net income, Group share, mainly linked to the project to adapt the Carling platform in France. In addition, in the context of persistent volatility of Europeanon refining margins, the Group did not change impairments on CGUs for refiningCGU’s in France and the United Kingdom. A +5% variation in gross margin, under identical operating conditions, orwould have a (1)% or a +1%positive impact of $1,036 million in operating profit and in net income, Group share. A variation of -1 point in the discount rate would nothave a positive impact of $199 million in operating income orand net income, Group share. An opposite variationOpposite variations in gross margin projectionsand discount rate would have an impact respectively of $(814) million and $(139) million in operating income of €(31) million and€(22) million in net income, Group share. This additional impairment in the case of unfavorable gross margin concerns mainly the Composites activity. The CGUs of Marketing & Services are subsidiaries or groups of subsidiaries organized by relevant geographical zone. For the year 20132014 the Group recorded impairments on CGUs of the Marketing & Services segment of€3 million in operating profit and€7 $140 million in net income, Group share. Different scenariosA of sensitivity (gross+5% variation in gross margin, under identical operating conditions, would have a positive impact of $45 million in net income, Group share. A variation of -1 point in the discount rate would have a positive impact of $40 million in net income, Group share. Opposite variations in gross margin and solar unit sales prices)discount rate would not leadhave impacts respectively of $(45) million and $(28) million in net income, Group share. For the year ended December 31, 2013, impairments of assets were recognized in the Upstream, Refining & Chemicals, Marketing & Services and Holding segments with an impact of $1,043 million in operating income and $773 million in net income, Group share. These impairments have been disclosed as adjustments to additional impairments on CGUs of this segment. operating income and adjustments to net income, Group share. | | | 2013 Form 20-F TOTAL S.A. | | F-31 |
For the year ended December 31, 2012, impairments of assets have been recognized in the Upstream, Refining & Chemicals, Marketing & Services and Holding segments with an impact of€1,474 $1,891 million in operating income and€1,112 $1,426 million in net income, Group share. These impairments have been disclosed as adjustments to operating income and adjustments to net income, Group share. For the year ended December 31, 2011, impairments of assets have been recognized in the Upstream, Refining &
Chemicals and Marketing & Services segments with an impact of€781 million in operating income and€1,014 million in net income, Group share. These impairments have been disclosed as adjustments to operating income and adjustments to net income, Group share.
No reversal of impairment has been recognized for the years ended December 31, 2012, 2013 2012, and 2011.2014. 5)INFORMATION BY GEOGRAPHICAL AREAInformation by geographical area | (M€) | | France | | | Rest of Europe | | | North America | | | Africa | | | Rest of the world | | | Total | | | (M$) | | | France | | | Rest of Europe | | | North America | | | Africa | | | Rest of the world | | | Total | | For the year ended December 31, 2014 | | | | | | | | | | | | | | Non-Group sales | | | | 51,471 | | | | 114,747 | | | | 23,766 | | | | 23,281 | | | | 22,857 | | | | 236,122 | | Property, plant and equipment, intangible assets, net | | | | 4,350 | | | | 25,137 | | | | 16,064 | | | | 41,405 | | | | 34,602 | | | | 121,558 | | Capital expenditures | | | | 1,266 | | | | 5,880 | | | | 3,658 | | | | 9,798 | | | | 9,907 | | | | 30,509 | | For the year ended December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | Non-Group sales | | | 43,412 | | | | 96,876 | | | | 16,815 | | | | 17,428 | | | | 15,011 | | | | 189,542 | | | | 57,650 | | | | 128,661 | | | | 22,332 | | | | 23,146 | | | | 19,936 | | | | 251,725 | | Property, plant and equipment, intangible assets, net | | | 4,533 | | | | 19,463 | | | | 14,204 | | | | 27,444 | | | | 23,456 | | | | 89,100 | | | | 6,251 | | | | 26,840 | | | | 19,588 | | | | 37,847 | | | | 32,349 | | | | 122,875 | | Capital expenditures | | | 1,335 | | | | 4,736 | | | | 3,130 | | | | 8,060 | | | | 8,661 | | | | 25,922 | | | | 1,772 | | | | 6,289 | | | | 4,157 | | | | 10,705 | | | | 11,508 | | | | 34,431 | | For the year ended December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | Non-Group sales | | | 45,981 | | | | 103,862 | | | | 17,648 | | | | 17,921 | | | | 14,649 | | | | 200,061 | | | | 59,077 | | | | 133,439 | | | | 22,675 | | | | 23,025 | | | | 18,821 | | | | 257,037 | | Property, plant and equipment, intangible assets, net | | | 4,560 | | | | 17,697 | | | | 15,220 | | | | 24,999 | | | | 19,714 | | | | 82,190 | | | | 6,017 | | | | 23,349 | | | | 20,082 | | | | 32,983 | | | | 26,011 | | | | 108,442 | | Capital expenditures | | | 1,589 | | | | 4,406 | | | | 3,148 | | | | 7,274 | | | | 6,526 | | | | 22,943 | | | | 2,041 | | | | 5,660 | | | | 4,045 | | | | 9,346 | | | | 8,383 | | | | 29,475 | | 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 | | |
6)OPERATING EXPENSESOperating expenses | For the year ended December 31, (M€) | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Purchases, net of inventory variation(a)(b) | | | (121,113 | ) | | | (126,798 | ) | | | (113,892 | ) | | | (152,975 | ) | | | (160,849 | ) | | | (162,908 | ) | Exploration costs | | | (1,633 | ) | | | (1,446 | ) | | | (1,019 | ) | | | (1,964 | ) | | | (2,169 | ) | | | (1,857 | ) | Other operating expenses(c) | | | (21,687 | ) | | | (22,784 | ) | | | (19,792 | ) | | | (28,349 | ) | | | (28,764 | ) | | | (29,273 | ) | of which non-current operating liabilities (allowances) reversals | | | 138 | | | | 436 | | | | 666 | | | | 717 | | | | 184 | | | | 560 | | of which current operating liabilities (allowances) reversals | | | 4 | | | | (51 | ) | | | (150 | ) | | | (147 | ) | | | 6 | | | | (65 | ) | Operating expenses | | | (144,433 | ) | | | (151,028 | ) | | | (134,703 | ) | | | (183,288 | ) | | | (191,782 | ) | | | (194,038 | ) |
(a) | Includes taxes paid on oil and gas production in the Upstream segment, namely royalties. |
(b) | The groupGroup values under / overliftingsover lifting at market value. |
(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”). Also includes for 2012 an amount of €176$226 million for the exceptional contribution of 4% on the value of the oil stocks established by the second corrective finance act for 2012 in France.ThisFrance. This exceptional contribution iswas due by every person, with the exception of the state, owning volumes of certain types of petroleum products situated in the territory of metropolitan France. |
| | | 2014 Form 20-F TOTAL S.A. | | F-31 |
7) | | OTHER INCOME AND OTHER EXPENSEOther income and other expense |
| | | | | | | | | | | | | For the year ended December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | Gains on disposal of assets | | | 1,501 | | | | 1,321 | | | | 1,650 | | Foreign exchange gains | | | 6 | | | | 26 | | | | 118 | | Other | | | 218 | | | | 115 | | | | 178 | | Other income | | | 1,725 | | | | 1,462 | | | | 1,946 | | Losses on disposal of assets | | | (1,433 | ) | | | — | | | | — | | Foreign exchange losses | | | — | | | | — | | | | — | | Amortization of other intangible assets (excl. mineral interests) | | | (219 | ) | | | (250 | ) | | | (592 | ) | Other | | | (453 | ) | | | (665 | ) | | | (655 | ) | Other expense | | | (2,105 | ) | | | (915 | ) | | | (1,247 | ) |
| | | | | | | | | | | | | For the year ended December 31, (M$) | | 2014 | | | 2013 | | | 2012 | | Gains on disposal of assets | | | 2,085 | | | | 1,991 | | | | 1,715 | | Foreign exchange gains | | | 216 | | | | 9 | | | | 34 | | Other | | | 276 | | | | 290 | | | | 148 | | Other income | | | 2,577 | | | | 2,290 | | | | 1,897 | | Losses on disposal of assets | | | (106 | ) | | | (1,911 | ) | | | — | | Foreign exchange losses | | | — | | | | — | | | | — | | Amortization of other intangible assets (excl. mineral interests) | | | (254 | ) | | | (292 | ) | | | (320 | ) | Other | | | (594 | ) | | | (597 | ) | | | (858 | ) | Other expense | | | (954 | ) | | | (2,800 | ) | | | (1,178 | ) |
Other income In 2014, gains on disposal of assets mainly related to sales of assets in the Upstream segment in Angola and the United-States and to sales of interests, also in the Upstream segment in: the company GTT (GazTransport et Technigaz), the Shah Deniz field and the South Caucasus pipeline (see Note 3 to the Consolidated Financial Statements). In 2013, gains on disposals were mainly related to the sale of Transport et Infrastructures Gaz France (TIGF) and the sales of interests in the Upstream segment: 25% interest in the Tempa Rossa field in Italy and all interests in Trinidad & Tobago (see Note 3 to the Consolidated Financial Statements). In 2012, gains and losses on disposal of assets were mainly related to the sale of the interest in Sanofi and to the sale of assets in the Upstream segment (sales in Colombia (see Note 3 to the Consolidated Financial Statements), Great Britain and Nigeria). Other expense | | | F-32 | | TOTAL S.A. Form 20-F 2013 |
In 2011, gains and losses2014, the loss on disposal of assets weredisposals is mainly related to the sale of CCP Composites to Polynt Group. The heading “Other” mainly consists of the interest in CEPSA,impairment of shares and loans of non-consolidated subsidiaries for an amount of $88 million, $43 million of restructuring charges as well as $34 million for expenses relating to the sale of assets in the Upstream segment (especially the sale of 10% Group’s interest in the Colombian pipeline OCENSA) and to the sale of photocure and coatings resins businesses (see Note 3 to the Consolidated Financial Statements).sales. Other expense
In 2013, the loss on disposals is mainly related to the sale to Suncor Energy Inc. of TOTAL’s 49% interest in the Voyageur upgrader project in Canada (see Note 3 to the Consolidated Financial Statements). The heading “Other” mainly consists of€212 $281 million of restructuring charges in the Upstream, Refining & Chemicals and Marketing & Services segments. In 2012, the heading “Other” was mainly comprised of a provision for the amount of $398 million in relation to a transaction in progress with the United States Securities and Exchange Commission (SEC) and the Department of Justice (DoJ) in the United States (see Note 32 to the Consolidated Financial Statements). In 2011, the heading “Other” was mainly comprised of€243 million of restructuring charges in the Upstream, Refining & Chemicals and Marketing & Services segments.
8) | | OTHER FINANCIAL INCOME AND EXPENSEOther financial income and expense |
| | | | | | | | | | | | | As of December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | Dividend income on non-consolidated subsidiaries | | | 152 | | | | 223 | | | | 330 | | Capitalized financial expenses | | | 259 | | | | 248 | | | | 171 | | Other | | | 113 | | | | 87 | | | | 108 | | Other financial income | | | 524 | | | | 558 | | | | 609 | | Accretion of asset retirement obligations | | | (439 | ) | | | (405 | ) | | | (344 | ) | Other | | | (90 | ) | | | (94 | ) | | | (85 | ) | Other financial expense | | | (529 | ) | | | (499 | ) | | | (429 | ) |
| | | | | | | | | | | | | As of December 31, (M$) | | 2014 | | | 2013 | | | 2012 | | Dividend income on non-consolidated subsidiaries | | | 282 | | | | 202 | | | | 286 | | Capitalized financial expenses | | | 348 | | | | 343 | | | | 319 | | Other | | | 191 | | | | 151 | | | | 112 | | Other financial income | | | 821 | | | | 696 | | | | 717 | | Accretion of asset retirement obligations | | | (543 | ) | | | (584 | ) | | | (520 | ) | Other | | | (133 | ) | | | (118 | ) | | | (121 | ) | Other financial expense | | | (676 | ) | | | (702 | ) | | | (641 | ) |
9)INCOME TAXESIncome taxes TOTAL S.A. is taxed in accordance with the common French tax regime. Since August 2012, an additional tax to corporate income tax of 3% is due on dividends distributed by French companies or foreign organizations subject to corporate income tax in France. This tax is liable on amounts distributed, the payment of which was due from August 17,17th, 2012, the effective date of the law. The impact of this additional tax for the Group is a charge of€161 $222 million in 2014, $214 million in 2013 and of€120 $154 million in 2012. This additional tax is not tax deductible. In addition, 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 €31,097$50,983 million as of December 31, 2013.2014. The determination of the tax effect relating to such reinvested income is not practicable. No deferred tax is recognized on unremitted earnings (approximately€28,195 $39,244 million) of the Group’s French subsidiaries since the remittance of such earnings would be tax exempt for the subsidiaries in which the Company owns 95% or more of the outstanding shares. | | | F-32 | | TOTAL S.A. Form 20-F 2014 |
Income taxes are detailed as follows: | | | | | | | | | | | | | For the year ended December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | Current income taxes | | | (10,246 | ) | | | (12,430 | ) | | | (12,495 | ) | Deferred income taxes | | | (864 | ) | | | (605 | ) | | | (1,596 | ) | Total income taxes | | | (11,110 | ) | | | (13,035 | ) | | | (14,091 | ) |
| | | | | | | | | | | | | For the year ended December 31, (M$) | | 2014 | | | 2013 | | | 2012 | | Current income taxes | | | (10,904 | ) | | | (13,607 | ) | | | (15,970 | ) | Deferred income taxes | | | 2,290 | | | | (1,160 | ) | | | (777 | ) | Total income taxes | | | (8,614 | ) | | | (14,767 | ) | | | (16,747 | ) |
Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as follows: | As of December 31, (M€) | | 2013 | | 2012 | | 2011 | | | As of December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Net operating losses and tax carry forwards | | | 3,325 | | | | 2,247 | | | | 1,584 | | | | 5,213 | | | | 4,586 | | | | 2,965 | | Employee benefits | | | 1,190 | | | | 1,583 | | | | 1,329 | | | | 1,770 | | | | 1,641 | | | | 2,089 | | Other temporary non-deductible provisions | | | 4,373 | | | | 3,816 | | | | 3,521 | | | | 6,258 | | | | 5,992 | | | | 5,011 | | Gross deferred tax assets | | | 8,888 | | | | 7,646 | | | | 6,434 | | | Differences in depreciations | | | | (18,129 | ) | | | (20,948 | ) | | | (18,582 | ) | Other temporary tax deductions | | | | (2,542 | ) | | | (3,267 | ) | | | (3,558 | ) | Valuation allowance | | | (1,462 | ) | | | (719 | ) | | | (667 | ) | | | (3,301 | ) | | | (2,016 | ) | | | (949 | ) | Net deferred tax assets | | | 7,426 | | | | 6,927 | | | | 5,767 | | | Excess tax over book depreciation | | | (15,190 | ) | | | (14,083 | ) | | | (12,831 | ) | | Other temporary tax deductions | | | (2,369 | ) | | | (2,697 | ) | | | (2,721 | ) | | Gross deferred tax liability | | | (17,559 | ) | | | (16,780 | ) | | | (15,552 | ) | | Net deferred tax liability | | | (10,133 | ) | | | (9,853 | ) | | | (9,785 | ) | | | (10,731 | ) | | | (14,012 | ) | | | (13,024 | ) |
| | | 2013 Form 20-F TOTAL S.A. | | F-33 |
Carried forward tax losses on net operating losses in the table above for€3,325 $5,213 million as of December 31, 2013,2014, includes notably Belgium for€575 million, France for€567 $1,283 million, the United Kingdom for $1,128 million, Canada for $739 million and the United StatesBelgium for€476 $736 million. The impairment of deferred tax assets in the table above for€1,426 $3,301 million as of December 31, 2013,2014, relates notably to Congo for an amount of $1,030 million, to France for an amount of€365 $939 million and to Belgium for an amount of€337 $415 million. After netting deferred tax assets and liabilities by fiscal entity, deferred taxes are presented on the balance sheet as follows: | As of December 31, (M€) | | 2013 | | 2012 | | 2011 | | | As of December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Deferred tax assets, non-current | | | 2,810 | | | | 2,279 | | | | 2,070 | | | | 4,079 | | | | 3,838 | | | | 2,982 | | Deferred tax liabilities, non-current | | | (12,943 | ) | | | (12,132 | ) | | | (11,855 | ) | | | (14,810 | ) | | | (17,850 | ) | | | (16,006 | ) | Net amount | | | (10,133 | ) | | | (9,853 | ) | | | (9,785 | ) | | | (10,731 | ) | | | (14,012 | ) | | | (13,024 | ) |
The net deferred tax variation in the balance sheet is analyzed as follows: | As of December 31, (M€) | | 2013 | | 2012 | | 2011 | | | As of December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Opening balance | | | (9,853 | ) | | | (9,785 | ) | | | (7,921 | ) | | | (14,012 | ) | | | (13,024 | ) | | | (12,687 | ) | Deferred tax on income | | | (864 | ) | | | (605 | ) | | | (1,596 | ) | | | 2,290 | | | | (1,160 | ) | | | (777 | ) | Deferred tax on shareholders’ equity(a) | | | (263 | ) | | | 425 | | | | 136 | | | | 562 | | | | (349 | ) | | | 547 | | Changes in scope of consolidation(b) | | | 113 | | | | 69 | | | | (17 | ) | | | 356 | | | | 153 | | | | 89 | | Currency translation adjustment | | | 734 | | | | 43 | | | | (387 | ) | | | 73 | | | | 368 | | | | (196 | ) | Closing balance | | | (10,133 | ) | | | (9,853 | ) | | | (9,785 | ) | | | (10,731 | ) | | | (14,012 | ) | | | (13,024 | ) |
(a) | This amount includes mainly deferred taxes on actuarial gains and losses, 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 hedgeshedge (see Note 17 to the Consolidated Financial Statements). |
(b) | Changes in scope of consolidation include, as of December 31, 2013,2014, the impact of reclassifications in assets classified as held for sale and liabilities directly associated with the assets classified as held for sale for €219$256 million. |
Reconciliation between provision for income taxes and pre-tax income: | For the year ended December 31, (M€) | | 2013 | | �� | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Consolidated net income | | | 8,661 | | | | 10,756 | | | | 12,614 | | | | 4,250 | | | | 11,521 | | | | 13,836 | | Provision for income taxes | | | 11,110 | | | | 13,035 | | | | 14,091 | | | | 8,614 | | | | 14,767 | | | | 16,747 | | Pre-tax income | | | 19,771 | | | | 23,791 | | | | 26,705 | | | | 12,864 | | | | 26,288 | | | | 30,583 | | French statutory tax rate | | | 38.00% | | | | 36.10% | | | | 36.10% | | | | 38.00% | | | | 38.00% | | | | 36.10% | | Theoretical tax charge | | | (7,513 | ) | | | (8,589 | ) | | | (9,641 | ) | | | (4,888 | ) | | | (9,989 | ) | | | (11,040 | ) | Difference between French and foreign income tax rates | | | (4,616 | ) | | | (5,944 | ) | | | (5,739 | ) | | | (4,256 | ) | | | (6,131 | ) | | | (7,637 | ) | Tax effect of equity in income (loss) of affiliates | | | 977 | | | | 726 | | | | 695 | | | | 1,012 | | | | 1,298 | | | | 933 | | Permanent differences | | | 852 | | | | 811 | | | | 889 | | | | 833 | | | | 1,130 | | | | 1,048 | | Adjustments on prior years income taxes | | | — | | | | 82 | | | | (19 | ) | | | 33 | | | | — | | | | 105 | | Adjustments on deferred tax related to changes in tax rates | | | 2 | | | | (69 | ) | | | (201 | ) | | | (1 | ) | | | 3 | | | | (89 | ) | Changes in valuation allowance of deferred tax assets | | | (812 | ) | | | (52 | ) | | | (71 | ) | | | (1,347 | ) | | | (1,078 | ) | | | (67 | ) | Other | | | — | | | | — | | | | (4 | ) | | Net provision for income taxes | | | (11,110 | ) | | | (13,035 | ) | | | (14,091 | ) | | | (8,614 | ) | | | (14,767 | ) | | | (16,747 | ) |
| | | 2014 Form 20-F TOTAL S.A. | | F-33 |
The difference between the French tax rate and the tax rates of foreign subsidiaries is mainly due to the taxation of profits made by the Group in countries where it conducts its exploration and production activities at higher tax rates than French tax rates. The French statutory tax rate includes the standard corporate tax rate (33.33%) and additional applicable taxes that bring the overall tax rate to 38.00% in 2014 (versus 38.00% in 2013 (versusand 36.10% in 2012 and 2011)2012). 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. | | | F-34 | | TOTAL S.A. Form 20-F 2013 |
Net operating losses and carried forward tax credits Deferred tax assets related to carried forward tax credits on net operating losses expire in the following years: | | | 2013 | | | 2012 | | | 2011 | | | 2014 | | | 2013 | | | 2012 | | As of December 31, (M€) | | Basis | | | Tax | | | Basis | | | Tax | | | Basis | | | Tax | | | 2012 | | | — | | | | — | | | | — | | | | | | 242 | | | | 115 | | | As of December 31, (M$) | | | Basis | | | Tax | | | Basis | | | Tax | | | Basis | | | Tax | | 2013 | | | — | | | | — | | | | 316 | | | | 150 | | | | 171 | | | | 81 | | | | — | | | | — | | | | — | | | | — | | | | 417 | | | | 198 | | 2014 | | | 356 | | | | 171 | | | | 249 | | | | 116 | | | | 104 | | | | 47 | | | | — | | | | — | | | | 491 | | | | 236 | | | | 329 | | | | 153 | | 2015 | | | 270 | | | | 129 | | | | 167 | | | | 75 | | | | 8 | | | | 2 | | | | 443 | | | | 218 | | | | 372 | | | | 178 | | | | 221 | | | | 99 | | 2016(a) | | | 164 | | | | 76 | | | | 26 | | | | 8 | | | | 2,095 | | | | 688 | | | 2017(b) | | | 410 | | | | 134 | | | | 3,187 | | | | 971 | | | | — | | | | — | | | 2018 and after | | | 3,216 | | | | 966 | | | | — | | | | — | | | | — | | | | — | | | 2016 | | | | 306 | | | | 151 | | | | 226 | | | | 105 | | | | 34 | | | | 11 | | 2017(a) | | | | 623 | | | | 229 | | | | 565 | | | | 185 | | | | 4,206 | | | | 1,282 | | 2018(b) | | | | 424 | | | | 143 | | | | 4,435 | | | | 1,332 | | | | — | | | | — | | 2019 and after | | | | 3,313 | | | | 899 | | | | — | | | | — | | | | — | | | | — | | Unlimited | | | 5,506 | | | | 1,849 | | | | 3,049 | | | | 927 | | | | 2,119 | | | | 651 | | | | 9,906 | | | | 3,573 | | | | 7,593 | | | | 2,550 | | | | 4,022 | | | | 1,222 | | Total | | | 9,922 | | | | 3,325 | | | | 6,994 | | | | 2,247 | | | | 4,739 | | | | 1,584 | | | | 15,015 | | | | 5,213 | | | | 13,682 | | | | 4,586 | | | | 9,229 | | | | 2,965 | |
(a) | Net operating losses and carried forward tax credits in 2016 and after for 2011. |
(b) | Net operating losses and carried forward tax credits in 2017 and after for 2012. |
(b) | Net operating losses and carried forward tax credits in 2018 and after for 2013. |
10)INTANGIBLE ASSETSIntangible assets | As of December 31, 2013 (M€) | | Cost | | | Amortization and impairment | | Net | | | As of December 31, 2014 (M$) | | | Cost | | | Amortization and impairment | | Net | | Goodwill | | | 1,845 | | | | (937 | ) | | | 908 | | | | 1,639 | | | | (1,020 | ) | | | 619 | | Proved mineral interests | | | 8,926 | | | | (3,628 | ) | | | 5,298 | | | | 12,215 | | | | (5,514 | ) | | | 6,701 | | Unproved mineral interests | | | 7,563 | | | | (1,295 | ) | | | 6,268 | | | | 10,673 | | | | (4,498 | ) | | | 6,175 | | Other intangible assets | | | 3,609 | | | | (2,742 | ) | | | 867 | | | | 4,387 | | | | (3,200 | ) | | | 1,187 | | Total intangible assets | | | 21,943 | | | | (8,602 | ) | | | 13,341 | | | | 28,914 | | | | (14,232 | ) | | | 14,682 | |
| As of December 31, 2012 (M€) | | Cost | | | Amortization and impairment | | Net | | | As of December 31, 2013 (M$) | | | Cost | | | Amortization and impairment | | Net | | Goodwill | | | 1,852 | | | | (963 | ) | | | 889 | | | | 2,512 | | | | (1,263 | ) | | | 1,249 | | Proved mineral interests | | | 8,803 | | | | (3,291 | ) | | | 5,512 | | | | 12,309 | | | | (5,003 | ) | | | 7,306 | | Unproved mineral interests | | | 6,416 | | | | (913 | ) | | | 5,503 | | | | 10,430 | | | | (1,785 | ) | | | 8,645 | | Other intangible assets | | | 3,571 | | | | (2,617 | ) | | | 954 | | | | 4,978 | | | | (3,783 | ) | | | 1,195 | | Total intangible assets | | | 20,642 | | | | (7,784 | ) | | | 12,858 | | | | 30,229 | | | | (11,834 | ) | | | 18,395 | |
| As of December 31, 2011 (M€) | | Cost | | | Amortization and impairment | | Net | | | As of December 31, 2012 (M$) | | | Cost | | | Amortization and impairment | | Net | | Goodwill | | | 1,903 | | | | (993 | ) | | | 910 | | | | 2,449 | | | | (1,275 | ) | | | 1,174 | | Proved mineral interests | | | 8,319 | | | | (2,626 | ) | | | 5,693 | | | | 11,614 | | | | (4,343 | ) | | | 7,271 | | Unproved mineral interests | | | 5,400 | | | | (555 | ) | | | 4,845 | | | | 8,465 | | | | (1,204 | ) | | | 7,261 | | Other intangible assets | | | 3,377 | | | | (2,412 | ) | | | 965 | | | | 4,714 | | | | (3,455 | ) | | | 1,259 | | Total intangible assets | | | 18,999 | | | | (6,586 | ) | | | 12,413 | | | | 27,242 | | | | (10,277 | ) | | | 16,965 | |
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, | | | (M$) | | | Net amount as of January 1, | | | Acquisitions | | | Disposals | | Amortization and impairment | | Currency translation adjustment | | Other | | Net amount as of December 31, | | 2014 | | | | 18,395 | | | | 1,000 | | | | (178 | ) | | | (3,920 | ) | | | (276 | ) | | | (339 | ) | | | 14,682 | | 2013 | | | 12,858 | | | | 2,746 | | | | (292 | ) | | | (1,150 | ) | | | (602 | ) | | | (219 | ) | | | 13,341 | | | | 16,965 | | | | 3,648 | | | | (388 | ) | | | (1,527 | ) | | | (10 | ) | | | (293 | ) | | | 18,395 | | 2012 | | | 12,413 | | | | 2,466 | | | | (58 | ) | | | (1,439 | ) | | | (163 | ) | | | (361 | ) | | | 12,858 | | | | 16,062 | | | | 3,169 | | | | (75 | ) | | | (1,849 | ) | | | 122 | | | | (464 | ) | | | 16,965 | | 2011 | | | 8,917 | | | | 2,504 | | | | (428 | ) | | | (991 | ) | | | 358 | | | | 2,053 | | | | 12,413 | | |
| | | F-34 | | TOTAL S.A. Form 20-F 2014 |
In 2013,2014, the heading “Amortization and impairment” includes the accounting impact of exceptional asset impairments for an amount of $3,177 million (see note 4D to the Consolidated Financial statements). In 2014, the heading “Other” mainly includes mineral interests in Utica reclassified into acquisitions for€(455) $(524) million, the recognition of mineral interests in Papua New Guinea for $429 million, the reclassification of assets in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” for€(70) $(561) million (see Note 34 to the Consolidated Financial Statements) and the reversal of the reclassification under IFRS 5 as at December 31, 2013 for $96 million corresponding to disposals. In 2013, the heading “Other” mainly included mineral interests in Utica reclassified into acquisitions for $(604) million, the reclassification of assets in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” for $(93) million (see Note 34 to the Consolidated Financial Statements) and the reversal of the reclassification under IFRS 5 as at December 31, 2012 for€249 $331 million corresponding to disposals. In 2012, the heading “Other” mainly included the reclassification of assets in accordance with IFRS 5 “Non-current“Non-current assets held for sale and discontinued operations” for€(333) $(428) million (see Note 34 to the Consolidated Financial Statements). In 2011, the heading “Other” mainly included Chesapeake’s Barnett shale mineral interests reclassified
| | | 2013 Form 20-F TOTAL S.A. | | F-35 |
into the acquisitions for€(649) million, the not yet paid part of the acquisition of Chesapeake’s mineral interests in Utica for€1,216 million, the reclassification of Joslyn’s mineral interests sold in 2011 and formerly classified in
accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” for€384 million, and€697 million related to the acquisition of SunPower.
A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 20132014 is as follows: | (M€) | | Net goodwill as of January 1, 2013 | | | Increases | | | Impairments | | | Other | | Net goodwill as of December 31, 2013 | | | (M$) | | | Net goodwill as of January 1, 2014 | | | Increases | | | Impairments | | Other | | Net goodwill as of December 31, 2014 | | Upstream | | | 2 | | | | — | | | | — | | | | — | | | | 2 | | | | 4 | | | | — | | | | — | | | | (4 | ) | | | — | | Refining & Chemicals | | | 788 | | | | 63 | | | | — | | | | (35 | ) | | | 816 | | | | 1,123 | | | | — | | | | — | | | | (638 | ) | | | 485 | | Marketing & Services | | | 74 | | | | — | | | | — | | | | (9 | ) | | | 65 | | | | 88 | | | | 34 | | | | (2 | ) | | | (16 | ) | | | 104 | | Corporate | | | 25 | | | | — | | | | — | | | | — | | | | 25 | | | | 34 | | | | — | | | | — | | | | (4 | ) | | | 30 | | Total | | | 889 | | | | 63 | | | | — | | | | (44 | ) | | | 908 | | | | 1,249 | | | | 34 | | | | (2 | ) | | | (662 | ) | | | 619 | |
11)PROPERTY, PLANT AND EQUIPMENTProperty, plant and equipment | As of December 31, 2013 (M€) | | Cost | | | Depreciation and impairment | | Net | | | As of December 31, 2014 (M$) | | | Cost | | | Depreciation and impairment | | Net | | Upstream properties | | | | | | | | | | | | | Proved properties | | | 97,534 | | | | (60,489 | ) | | | 37,045 | | | | 139,294 | | | | (86,326 | ) | | | 52,968 | | Unproved properties | | | 1,038 | | | | — | | | | 1,038 | | | | 2,153 | | | | — | | | | 2,153 | | Work in progress | | | 25,138 | | | | (41 | ) | | | 25,097 | | | | 38,698 | | | | (1,574 | ) | | | 37,124 | | Subtotal | | | 123,710 | | | | (60,530 | ) | | | 63,180 | | | | 180,145 | | | | (87,900 | ) | | | 92,245 | | Other property, plant and equipment | | | | | | | | | | | | | Land | | | 1,339 | | | | (422 | ) | | | 917 | | | | 1,683 | | | | (613 | ) | | | 1,070 | | Machinery, plant and equipment (including transportation equipment) | | | 25,537 | | | | (19,508 | ) | | | 6,029 | | | | 30,966 | | | | (24,874 | ) | | | 6,092 | | Buildings | | | 6,563 | | | | (4,257 | ) | | | 2,306 | | | | 8,141 | | | | (5,291 | ) | | | 2,850 | | Work in progress | | | 1,680 | | | | (337 | ) | | | 1,343 | | | | 2,367 | | | | (324 | ) | | | 2,043 | | Other | | | 7,046 | | | | (5,062 | ) | | | 1,984 | | | | 8,673 | | | | (6,097 | ) | | | 2,576 | | Subtotal | | | 42,165 | | | | (29,586 | ) | | | 12,579 | | | | 51,830 | | | | (37,199 | ) | | | 14,631 | | Total property, plant and equipment | | | 165,875 | | | | (90,116 | ) | | | 75,759 | | | | 231,975 | | | | (125,099 | ) | | | 106,876 | |
| | | | | | | | | | | | | As of December 31, 2012 (M€) | | Cost | | | Depreciation and impairment | | | Net | | Upstream properties | | | | | | | | | | | | | Proved properties | | | 87,896 | | | | (57,832 | ) | | | 30,064 | | Unproved properties | | | 229 | | | | — | | | | 229 | | Work in progress | | | 26,645 | | | | (172 | ) | | | 26,473 | | Subtotal | | | 114,770 | | | | (58,004 | ) | | | 56,766 | | Other property, plant and equipment | | | | | | | | | | | | | Land | | | 1,354 | | | | (407 | ) | | | 947 | | Machinery, plant and equipment (including transportation equipment) | | | 25,501 | | | | (19,458 | ) | | | 6,043 | | Buildings | | | 6,489 | | | | (4,172 | ) | | | 2,317 | | Work in progress | | | 1,732 | | | | (277 | ) | | | 1,455 | | Other | | | 6,840 | | | | (5,036 | ) | | | 1,804 | | Subtotal | | | 41,916 | | | | (29,350 | ) | | | 12,566 | | Total property, plant and equipment | | | 156,686 | | | | (87,354 | ) | | | 69,332 | |
| As of December 31, 2011 (M€) | | Cost | | | Depreciation and impairment | | Net | | | As of December 31, 2013 (M$) | | | Cost | | | Depreciation and impairment | | Net | | Upstream properties | | | | | | | | | | | | | Proved properties | | | 84,222 | | | | (54,589 | ) | | | 29,633 | | | | 134,512 | | | | (83,423 | ) | | | 51,089 | | Unproved properties | | | 209 | | | | — | | | | 209 | | | | 1,432 | | | | — | | | | 1,432 | | Work in progress | | | 21,190 | | | | (15 | ) | | | 21,175 | | | | 34,668 | | | | (56 | ) | | | 34,612 | | Subtotal | | | 105,621 | | | | (54,604 | ) | | | 51,017 | | | | 170,612 | | | | (83,479 | ) | | | 87,133 | | Other property, plant and equipment | | | | | | | | | | | | | Land | | | 1,346 | | | | (398 | ) | | | 948 | | | | 1,846 | | | | (582 | ) | | | 1,264 | | Machinery, plant and equipment (including transportation equipment) | | | 25,838 | | | | (18,349 | ) | | | 7,489 | | | | 35,215 | | | | (26,903 | ) | | | 8,312 | | Buildings | | | 6,241 | | | | (4,131 | ) | | | 2,110 | | | | 9,050 | | | | (5,870 | ) | | | 3,180 | | Work in progress | | | 1,534 | | | | (306 | ) | | | 1,228 | | | | 2,318 | | | | (465 | ) | | | 1,853 | | Other | | | 6,564 | | | | (4,899 | ) | | | 1,665 | | | | 9,717 | | | | (6,979 | ) | | | 2,738 | | Subtotal | | | 41,523 | | | | (28,083 | ) | | | 13,440 | | | | 58,146 | | | | (40,799 | ) | | | 17,347 | | Total property, plant and equipment | | | 147,144 | | | | (82,687 | ) | | | 64,457 | | | | 228,758 | | | | (124,278 | ) | | | 104,480 | |
| | | F-362014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013F-35 |
| | | | | | | | | | | | | As of December 31, 2012 (M$) | | Cost | | | Depreciation and impairment | | | Net | | Upstream properties | | | | | | | | | | | | | Proved properties | | | 115,971 | | | | (76,303 | ) | | | 39,668 | | Unproved properties | | | 302 | | | | — | | | | 302 | | Work in progress | | | 35,155 | | | | (227 | ) | | | 34,928 | | Subtotal | | | 151,428 | | | | (76,530 | ) | | | 74,898 | | Other property, plant and equipment | | | | | | | | | | | | | Land | | | 1,787 | | | | (537 | ) | | | 1,250 | | Machinery, plant and equipment (including transportation equipment) | | | 33,645 | | | | (25,673 | ) | | | 7,972 | | Buildings | | | 8,562 | | | | (5,505 | ) | | | 3,057 | | Work in progress | | | 2,285 | | | | (365 | ) | | | 1,920 | | Other | | | 9,029 | | | | (6,649 | ) | | | 2,380 | | Subtotal | | | 55,308 | | | | (38,729 | ) | | | 16,579 | | Total property, plant and equipment | | | 206,736 | | | | (115,259 | ) | | | 91,477 | |
Changes in net property, plant and equipment are analyzed in the following table: | (M€) | | Net amount as of January 1, | | | Acquisitions | | | Disposals | | Depreciation and impairment | | Currency translation adjustment | | Other | | Net amount as of December 31, | | | (M$) | | | Net amount as of January 1, | | | Acquisitions | | | Disposals | | Depreciation and impairment | | Currency translation adjustment | | Other | | Net amount as of December 31, | | 2014 | | | | 104,480 | | | | 25,320 | | | | (2,211 | ) | | | (16,939 | ) | | | (4,438 | ) | | | 664 | | | | 106,876 | | 2013 | | | 69,332 | | | | 19,654 | | | | (2,129 | ) | | | (8,908 | ) | | | (3,633 | ) | | | 1,443 | | | | 75,759 | | | | 91,477 | | | | 26,100 | | | | (2,828 | ) | | | (11,831 | ) | | | (361 | ) | | | 1,923 | | | | 104,480 | | 2012 | | | 64,457 | | | | 17,439 | | | | (633 | ) | | | (9,042 | ) | | | (409 | ) | | | (2,480 | ) | | | 69,332 | | | | 83,400 | | | | 22,405 | | | | (813 | ) | | | (11,617 | ) | | | 1,286 | | | | (3,184 | ) | | | 91,477 | | 2011 | | | 54,964 | | | | 15,443 | | | | (1,489 | ) | | | (7,636 | ) | | | 1,692 | | | | 1,483 | | | | 64,457 | | |
In 2014, the heading “Disposals” mainly includes the impact of sales in the Upstream segment (sale of block 15/06 in Angola and the Shah Deniz field in Azerbaijan). In 2014, the heading “Depreciation and impairment” includes the impact of impairments of assets recognized for an amount of $4,802 million (see Note 4D to the Consolidated Financial Statements). In 2014, the heading “Other” principally corresponds to the increase of the asset for site restitution for an amount of $1,366 million. It also includes $(466) million related to the reclassification of assets classified in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” primarily related to the sales of Total Coal South Africa and Bostik. In 2013, the heading “Disposals” mainly includes the impact of sales of assets in the Upstream segment (sale of the Voyageur Upgrader project in Canada and the sale of TOTAL’s interests in the Tempa Rossa field in Italy). In 2013, the heading “Depreciation and impairment” includes the impact of impairments of assets recognized for€792 $1,043 million (see Note 4D to the Consolidated Financial Statements). In 2013, the heading “Other” principally corresponds to the increase of the asset for site restitution for an amount of€2,069 $2,748 million. It also includes€(405) $(538) million related to the reclassification of assets classified in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” and€(155) $(206) million related to the sale of the fertilizing businesses in Europe. In 2012, the heading “Disposals” mainly included the impact of sales of assets in the Upstream segment in Great Britain, Norway and Nigeria. In 2012, the heading “Depreciation and impairment” included the impact of impairments of shale gas assets in the Barnett basin recognized for€1,134 $1,457 million (see Note 4E4D to the Consolidated Financial Statements). In 2012, the heading “Other” principally included the reclassification of assets in accordance with IFRS 5 “Non-current“Non-current assets held for sale and discontinued operations” for an amount of€2,992 $3,844 million. In 2011, the heading “Disposals” mainly included the impact of sales of assets in the Upstream segment (disposal of the interests in Gassled in Norway and in Joslyn’s field in Canada) and in the Marketing & Services segment (disposal of Marketing assets in the United Kingdom) (see Note 3 to the Consolidated Financial Statements).
In 2011, the heading “Depreciation and impairment” included the impact of impairments of assets recognized for€781 million (see Note 4D to the Consolidated Financial Statements).
In 2011, the heading “Other” corresponded to the increase of the asset for site restitution for an amount of€653 million. It also included€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”.
| | | F-36 | | TOTAL S.A. Form 20-F 2014 |
Property, plant and equipment presented above includesinclude the following amounts for facilities and equipment under finance leases that have been capitalized: | | | | | | | | | | | | | As of December 31, 2013 (M€) | | Cost | | | Depreciation and impairment | | | Net | | Machinery, plant and equipment | | | 391 | | | | (314 | ) | | | 77 | | Buildings | | | 54 | | | | (26 | ) | | | 28 | | Other | | | 198 | | | | (13 | ) | | | 185 | | Total | | | 643 | | | | (353 | ) | | | 290 | | As of December 31, 2012 (M€) | | Cost | | | Depreciation and impairment | | | Net | | Machinery, plant and equipment | | | 391 | | | | (294 | ) | | | 97 | | Buildings | | | 54 | | | | (26 | ) | | | 28 | | Other | | | 207 | | | | (2 | ) | | | 205 | | Total | | | 652 | | | | (322 | ) | | | 330 | | 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 | |
| | | 2013 Form 20-F TOTAL S.A. | | F-37 |
| | | | | | | | | | | | | As of December 31, 2014 (M$) | | Cost | | | Depreciation and impairment | | | Net | | Machinery, plant and equipment | | | 520 | | | | (443 | ) | | | 77 | | Buildings | | | 72 | | | | (45 | ) | | | 27 | | Other | | | 245 | | | | (29 | ) | | | 216 | | Total | | | 837 | | | | (517 | ) | | | 320 | | As of December 31, 2013 (M$) | | Cost | | | Depreciation and impairment | | | Net | | Machinery, plant and equipment | | | 519 | | | | (417 | ) | | | 102 | | Buildings | | | 72 | | | | (35 | ) | | | 37 | | Other | | | 263 | | | | (17 | ) | | | 246 | | Total | | | 854 | | | | (469 | ) | | | 385 | | As of December 31, 2012 (M$) | | Cost | | | Depreciation and impairment | | | Net | | Machinery, plant and equipment | | | 502 | | | | (378 | ) | | | 124 | | Buildings | | | 69 | | | | (33 | ) | | | 36 | | Other | | | 267 | | | | (3 | ) | | | 264 | | Total | | | 838 | | | | (414 | ) | | | 424 | |
12)EQUITY AFFILIATES: INVESTMENTS AND LOANSEquity affiliates: investments and loans The contribution of equity affiliates in the consolidated balance sheet, consolidated statement of income and consolidated statement of comprehensive income is presented below: | Equity value As of December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | Equity value As of December 31, (M$) | | | 2014 | | | 2013 | | | 2012 | | Total Associates | | | 9,946 | | | | 9,379 | | | | 9,045 | | | | 11,632 | | | | 13,717 | | | | 12,374 | | Total Joint ventures | | | 2,281 | | | | 2,020 | | | | 1,704 | | | | 3,016 | | | | 3,146 | | | | 2,665 | | Total | | | 12,227 | | | | 11,399 | | | | 10,749 | | | | 14,648 | | | | 16,863 | | | | 15,039 | | Loans | | | 2,577 | | | | 2,360 | | | | 2,246 | | | | 4,626 | | | | 3,554 | | | | 3,114 | | Total | | | 14,804 | | | | 13,759 | | | | 12,995 | | | | 19,274 | | | | 20,417 | | | | 18,153 | |
| Equity share in profit/(loss) As of December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | Equity share in profit/(loss) As of December 31, (M$) | | | 2014 | | 2013 | | | 2012 | | Total Associates | | | 2,438 | | | | 1,962 | | | | 1,855 | | | | 2,786 | | | | 3,238 | | | | 2,520 | | Total Joint ventures | | | 133 | | | | 48 | | | | 70 | | | | (124 | ) | | | 177 | | | | 62 | | Total | | | 2,571 | | | | 2,010 | | | | 1,925 | | | | 2,662 | | | | 3,415 | | | | 2,582 | |
| Other comprehensive income As of December 31, (M€) | | 2013 | | 2012 | | | 2011 | | | Other comprehensive income As of December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Total Associates | | | (684 | ) | | | 95 | | | | (34 | ) | | | (1,532 | ) | | | (669 | ) | | | 134 | | Total Joint ventures | | | (173 | ) | | | 65 | | | | 19 | | | | (6 | ) | | | (136 | ) | | | 115 | | Total | | | (857 | ) | | | 160 | | | | (15 | ) | | | (1,538 | ) | | | (805 | ) | | | 249 | |
In cases where the Group holds less than 20% of the voting rights in another entity, the determination of whether the Group exercises significant influence is also based on other facts and circumstances i.e. representation on the board of directors or an equivalent governing body of the entity, participation in policy-making processes, including participation in decisions relating to dividends or other distributions, significant transactions between the investor and the entity, exchange of management personnel, or provision of essential technical information. | | | 2014 Form 20-F TOTAL S.A. | | F-37 |
Information (100% gross) relating to significant associates is as follows: Upstream | | | Novatek(a) | | Liquefaction entities | | PetroCedeño | | | Novatek(a) | | Liquefaction entities | | PetroCedeño | | (M€) | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | | (M$) | | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | | Non current assets | | | 9,874 | | | | 8,689 | | | | 6,508 | | | | 22,971 | | | | 23,307 | | | | 24,396 | | | | 4,542 | | | | 4,604 | | | | 4,518 | | | | 9,551 | | | | 13,617 | | | | 11,465 | | | | 33,909 | | | | 31,680 | | | | 30,751 | | | | 6,458 | | | | 6,263 | | | | 6,074 | | Current assets | | | 2,051 | | | | 1,252 | | | | 1,611 | | | | 5,572 | | | | 5,669 | | | | 4,726 | | | | 3,668 | | | | 3,410 | | | | 2,596 | | | | 1,648 | | | | 2,829 | | | | 1,652 | | | | 9,007 | | | | 7,684 | | | | 7,480 | | | | 10,033 | | | | 5,059 | | | | 4,499 | | Total Assets | | | 11,925 | | | | 9,941 | | | | 8,119 | | | | 28,543 | | | | 28,976 | | | | 29,122 | | | | 8,210 | | | | 8,014 | | | | 7,114 | | | | 11,199 | | | | 16,446 | | | | 13,117 | | | | 42,916 | | | | 39,364 | | | | 38,231 | | | | 16,491 | | | | 11,322 | | | | 10,573 | | Shareholder’s equity | | | 7,746 | | | | 7,040 | | | | 4,478 | | | | 16,863 | | | | 15,855 | | | | 16,586 | | | | 4,047 | | | | 4,228 | | | | 4,067 | | | | 7,135 | | | | 10,683 | | | | 9,289 | | | | 25,090 | | | | 23,256 | | | | 20,919 | | | | 5,597 | | | | 5,581 | | | | 5,578 | | Non current liabilities | | | 3,578 | | | | 2,060 | | | | 2,271 | | | | 8,320 | | | | 9,615 | | | | 9,939 | | | | 135 | | | | 158 | | | | 181 | | | | 3,352 | | | | 4,934 | | | | 2,718 | | | | 10,876 | | | | 11,474 | | | | 12,686 | | | | 274 | | | | 186 | | | | 208 | | Current liabilities | | | 601 | | | | 841 | | | | 1,370 | | | | 3,360 | | | | 3,506 | | | | 2,597 | | | | 4,028 | | | | 3,628 | | | | 2,866 | | | | 712 | | | | 829 | | | | 1,110 | | | | 6,950 | | | | 4,634 | | | | 4,626 | | | | 10,620 | | | | 5,555 | | | | 4,787 | | Total Liabilities | | | 11,925 | | | | 9,941 | | | | 8,119 | | | | 28,543 | | | | 28,976 | | | | 29,122 | | | | 8,210 | | | | 8,014 | | | | 7,114 | | | | 11,199 | | | | 16,446 | | | | 13,117 | | | | 42,916 | | | | 39,364 | | | | 38,231 | | | | 16,491 | | | | 11,322 | | | | 10,573 | | Revenues from sales | | | 7,044 | | | | 5,463 | | | | 3,094 | | | | 29,160 | | | | 29,807 | | | | 23,858 | | | | 3,100 | | | | 3,664 | | | | 3,133 | | | Revenue from sales | | | | 9,222 | | | | 9,355 | | | | 7,019 | | | | 39,502 | | | | 38,728 | | | | 38,296 | | | | 3,644 | | | | 4,117 | | | | 4,707 | | Net income | | | 1,993 | | | | 2,914 | | | | 845 | | | | 10,828 | | | | 10,851 | | | | 10,112 | | | | 452 | | | | 406 | | | | 181 | | | | 2,759 | | | | 2,647 | | | | 3,744 | | | | 14,269 | | | | 14,381 | | | | 13,941 | | | | 343 | | | | 600 | | | | 522 | | Other comprehensive income | | | (837 | ) | | | 137 | | | | (114 | ) | | | (751 | ) | | | (64 | ) | | | 92 | | | | (185 | ) | | | — | | | | — | | | | (5,431 | ) | | | (697 | ) | | | 372 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | % owned | | | 16.96% | | | | 15.34% | | | | 14.09% | | | | | | | | | | 30.32% | | | | 30.32% | | | | 30.32% | | | | 18.24% | | | | 16.96% | | | | 15.34% | | | | | | | | | | 30.32% | | | | 30.32% | | | | 30.32% | | Revaluation identifiable assets on equity affiliates | | | 2,570 | | | | 2,735 | | | | 2,737 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | Revaluation identifiable assets on equity afiliates | | | | 1,944 | | | | 3,545 | | | | 3,608 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Equity value | | | 3,884 | | | | 3,815 | | | | 3,368 | | | | 2,627 | | | | 2,310 | | | | 2,369 | | | | 1,227 | | | | 1,282 | | | | 1,233 | | | | 3,245 | | | | 5,357 | | | | 5,034 | | | | 4,130 | | | | 3,625 | | | | 3,049 | | | | 1,697 | | | | 1,692 | | | | 1,692 | | Equity share in profit/(loss) | | | 167 | | | | 34 | | | | 24 | | | | 1,526 | | | | 1,377 | | | | 1,290 | | | | 137 | | | | 123 | | | | 55 | | | | 193 | | | | 221 | | | | 43 | | | | 2,125 | | | | 2,027 | | | | 1,769 | | | | 104 | | | | 182 | | | | 158 | | Equity other comprehensive income | | | (448 | ) | | | 113 | | | | (96 | ) | | | (116 | ) | | | (7 | ) | | | 11 | | | | (56 | ) | | | — | | | | — | | | | (1,844 | ) | | | (621 | ) | | | 143 | | | | 200 | | | | (21 | ) | | | (1 | ) | | | — | | | | — | | | | — | | Dividends paid to the Group | | | 77 | | | | 69 | | | | 21 | | | | 1,189 | | | | 1,485 | | | | 1,272 | | | | 137 | | | | 47 | | | | — | | | | 126 | | | | 102 | | | | 89 | | | | 1,687 | | | | 1,579 | | | | 1,908 | | | | 99 | | | | 182 | | | | 60 | |
(a) | Information includes estimates at the date of Total’s financial statements. |
Novatek, listed in Moscow and London, is the 2nd largest producer of natural gas in Russia. The Group share of Novatek’s market value amounted to€4,542 $4,234 million as at December 31, 2013.2014. Novatek is consolidated by the equity method. Total considers, in fact, that it exercises significant influence particularly via its representation on the board of directors of Novatek and its interest in the major project of Yamal LNG. The Group’s interests in associates operating liquefaction plants are combined. The amounts include investments in; Nigeria LNG (15.00%), Angola LNG Ltd. (13.60%), Yemen LNG Co (39.62%), Qatargas (10.00%), Qatar Liquefied Gas Company Limited II —– Train B (16.70%), Oman LNG (5.54%), Brass LNG (17.00%(20.48%) and Abu Dhabi Gas Lc (5.00%). PetroCedeño produces and upgrades extra-heavy crude oil in Venezuela. Refining & Chemicals | | | | | | | | | | | | | | | | | | | | | | | | | | | Saudi Aramco Total Refining & Petrochemicals | | | Qatar | | (M$) | | 2014 | | | 2013 | | | 2012 | | | 2014 | | | 2013 | | | 2012 | | Non current assets | | | 12,654 | | | | 12,356 | | | | 10,380 | | | | 3,020 | | | | 2,867 | | | | 2,561 | | Current assets | | | 1,250 | | | | 1,331 | | | | 98 | | | | 1,385 | | | | 1,277 | | | | 1,086 | | Total Assets | | | 13,904 | | | | 13,687 | | | | 10,478 | | | | 4,405 | | | | 4,144 | | | | 3,647 | | Shareholder’s equity | | | 1,672 | | | | 1,485 | | | | 623 | | | | 2,930 | | | | 2,629 | | | | 2,271 | | Non current liabilities | | | 9,584 | | | | 10,441 | | | | 9,253 | | | | 409 | | | | 481 | | | | 905 | | Current liabilities | | | 2,648 | | | | 1,761 | | | | 602 | | | | 1,066 | | | | 1,034 | | | | 471 | | Total Liabilities | | | 13,904 | | | | 13,687 | | | | 10,478 | | | | 4,405 | | | | 4,144 | | | | 3,647 | | Revenue from sales | | | 7,061 | | | | — | | | | — | | | | 1,817 | | | | 2,161 | | | | 1,858 | | Net income | | | (113 | ) | | | (89 | ) | | | (99 | ) | | | 875 | | | | 1,009 | | | | 925 | | Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3 | | % owned | | | 37.50% | | | | 37.50% | | | | 37.50% | | | | | | | | | | | | | | Revaluation identifiable assets on equity affiliates | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Equity value | | | 627 | | | | 557 | | | | 233 | | | | 850 | | | | 798 | | | | 678 | | Equity share in profit/(loss) | | | (42 | ) | | | (33 | ) | | | (37 | ) | | | 312 | | | | 346 | | | | 301 | | Equity other comprehensive income | | | 89 | | | | (35 | ) | | | (3 | ) | | | 25 | | | | (8 | ) | | | — | | Dividends paid to the Group | | | — | | | | — | | | | — | | | | 261 | | | | 224 | | | | 114 | |
| | | F-38 | | TOTAL S.A. Form 20-F 20132014 |
Refining & Chemicals
| | | | | | | | | | | | | | | | | | | | | | | | | | | Saudi Aramco Total Refining & Petrochemicals | | | Qatar | | (M€) | | 2013 | | | 2012 | | | 2011 | | | 2013 | | | 2012 | | | 2011 | | Non current assets | | | 8,960 | | | | 7,867 | | | | 5,893 | | | | 2,079 | | | | 1,941 | | | | 1,964 | | Current assets | | | 965 | | | | 74 | | | | 264 | | | | 926 | | | | 823 | | | | 778 | | Total Assets | | | 9,925 | | | | 7,941 | | | | 6,157 | | | | 3,005 | | | | 2,764 | | | | 2,742 | | Shareholder’s equity | | | 1,077 | | | | 472 | | | | 325 | | | | 1,906 | | | | 1,721 | | | | 1,477 | | Non current liabilities | | | 7,571 | | | | 7,013 | | | | 4,835 | | | | 349 | | | | 686 | | | | 994 | | Current liabilities | | | 1,277 | | | | 456 | | | | 997 | | | | 750 | | | | 357 | | | | 271 | | Total Liabilities | | | 9,925 | | | | 7,941 | | | | 6,157 | | | | 3,005 | | | | 2,764 | | | | 2,742 | | Revenues from sales | | | — | | | | — | | | | — | | | | 1,627 | | | | 1,446 | | | | 1,297 | | Net income | | | (67 | ) | | | (77 | ) | | | (80 | ) | | | 760 | | | | 720 | | | | 645 | | Other comprehensive income | | | (45 | ) | | | (8 | ) | | | 21 | | | | (86 | ) | | | (31 | ) | | | 62 | | % owned | | | 37.50% | | | | 37.50% | | | | 37.50% | | | | | | | | | | | | | | Revaluation identifiable assets on equity affiliates | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Equity value | | | 404 | | | | 177 | | | | 121 | | | | 579 | | | | 513 | | | | 376 | | Equity share in profit/(loss) | | | (25 | ) | | | (29 | ) | | | (30 | ) | | | 261 | | | | 234 | | | | 187 | | Equity other comprehensive income | | | (17 | ) | | | (3 | ) | | | 8 | | | | (26 | ) | | | (8 | ) | | | 19 | | Dividends paid to the Group | | | — | | | | — | | | | — | | | | 169 | | | | 89 | | | | 76 | |
Saudi Aramco Total Refining & Petrochemicals is an entity including a refinery in Jubail, Saudi Arabia, with a capacity of 400,000 barrels/day with integrated petrochemical units.units which commenced production in June 2014. The Group’s interests in associates of the Refining & Chemicals segment, operating steam crackers and polyethylene lines in Qatar have been combined: Qatar Petrochemical Company Ltd. (20.00%) and Qatofin (49.09%). The information (100% gross) relating to significant joint ventures is as follows: | | | Liquefaction entities (Upstream) | | Samsung Total Petrochemicals (Refining & Chemicals) | | | Liquefaction entities (Upstream) | | Samsung Total Petrochemicals (Refining & Chemicals) | | (M€) | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | | (M$) | | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | | Non current assets | | | 9,114 | | | | 3,427 | | | | 913 | | | | 2,744 | | | | 2,022 | | | | 1,626 | | | | 23,326 | | | | 12,569 | | | | 4,521 | | | | 3,754 | | | | 3,785 | | | | 2,668 | | Current assets exluding cash and cash equivalents | | | 38 | | | | 99 | | | | 60 | | | | 968 | | | | 918 | | | | 780 | | | Current assets excluding cash and cash equivalents | | | | 731 | | | | 52 | | | | 131 | | | | 1,972 | | | | 1,335 | | | | 1,211 | | Cash and cash equivalents | | | 260 | | | | 143 | | | | 8 | | | | 114 | | | | 90 | | | | 242 | | | | 516 | | | | 359 | | | | 189 | | | | 149 | | | | 157 | | | | 119 | | Total Assets | | | 9,412 | | | | 3,669 | | | | 981 | | | | 3,826 | | | | 3,030 | | | | 2,648 | | | | 24,573 | | | | 12,980 | | | | 4,841 | | | | 5,875 | | | | 5,277 | | | | 3,998 | | Shareholder’s equity | | | 625 | | | | 904 | | | | 662 | | | | 1,694 | | | | 1,516 | | | | 1,412 | | | | 1,198 | | | | 862 | | | | 1,193 | | | | 2,323 | | | | 2,336 | | | | 2,000 | | Other non current liabilities | | | 5 | | | | 5 | | | | 10 | | | | 60 | | | | 52 | | | | 38 | | | | 225 | | | | 7 | | | | 7 | | | | 126 | | | | 83 | | | | 69 | | Non current financial debts | | | 7,756 | | | | 1,867 | | | | 83 | | | | 1,002 | | | | 682 | | | | 454 | | | | 21,596 | | | | 10,696 | | | | 2,463 | | | | 1,793 | | | | 1,382 | | | | 900 | | Other current liabilities | | | 1,026 | | | | 893 | | | | 76 | | | | 512 | | | | 468 | | | | 508 | | | | 1,269 | | | | 1,415 | | | | 1,178 | | | | 705 | | | | 706 | | | | 617 | | Current financial debts | | | — | | | | — | | | | 150 | | | | 558 | | | | 312 | | | | 236 | | | | 285 | | | | — | | | | — | | | | 928 | | | | 770 | | | | 412 | | Total Liabilities | | | 9,412 | | | | 3,669 | | | | 981 | | | | 3,826 | | | | 3,030 | | | | 2,648 | | | | 24,573 | | | | 12,980 | | | | 4,841 | | | | 5,875 | | | | 5,277 | | | | 3,998 | | Revenues from sales | | | 5 | | | | — | | | | — | | | | 5,412 | | | | 5,004 | | | | 4,432 | | | Depreciation and amortisation | | | — | | | | — | | | | — | | | | (150 | ) | | | (166 | ) | | | (130 | ) | | Revenue from sales | | | | 5 | | | | 7 | | | | — | | | | 8,366 | | | | 7,188 | | | | 6,429 | | Depreciation and amortization | | | | (5 | ) | | | — | | | | — | | | | (223 | ) | | | (199 | ) | | | (213 | ) | Interest income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2 | | | | — | | | | — | | | | 1 | | | | — | | | | — | | Interest expense | | | — | | | | — | | | | — | | | | (16 | ) | | | (26 | ) | | | (20 | ) | | | (1 | ) | | | — | | | | — | | | | (45 | ) | | | (21 | ) | | | (33 | ) | Income taxes | | | — | | | | — | | | | — | | | | (74 | ) | | | (58 | ) | | | (62 | ) | | | 50 | | | | — | | | | — | | | | (114 | ) | | | (98 | ) | | | (75 | ) | Net income | | | (70 | ) | | | (63 | ) | | | (29 | ) | | | 284 | | | | 136 | | | | 228 | | | | 36 | | | | (93 | ) | | | (81 | ) | | | 79 | | | | 377 | | | | 175 | | Other comprehensive income | | | (247 | ) | | | 2 | | | | 41 | | | | (40 | ) | | | 88 | | | | (10 | ) | | | — | | | | (295 | ) | | | 58 | | | | (94 | ) | | | 47 | | | | 152 | | % owned | | | | | | | | | 50.00% | | | | 50.00% | | | | 50.00% | | | | | | | | | | 50.00% | | | | 50.00% | | | | 50.00% | | Revaluation identifiable assets on equity affiliates | | | 709 | | | | 587 | | | | 430 | | | | — | | | | — | | | | — | | | | 874 | | | | 978 | | | | 774 | | | | — | | | | — | | | | — | | Equity value | | | 844 | | | | 781 | | | | 576 | | | | 847 | | | | 758 | | | | 706 | | | | 1,130 | | | | 1,164 | | | | 1,030 | | | | 1,161 | | | | 1,169 | | | | 1,000 | | Equity share in profit/(loss) | | | (16 | ) | | | (13 | ) | | | (7 | ) | | | 142 | | | | 68 | | | | 114 | | | | 10 | | | | (21 | ) | | | (16 | ) | | | 40 | | | | 189 | | | | 87 | | Equity other comprehensive income | | | (140 | ) | | | 21 | | | | 26 | | | | (20 | ) | | | 44 | | | | (5 | ) | | | (26 | ) | | | (137 | ) | | | 55 | | | | (24 | ) | | | 14 | | | | 59 | | Dividends paid to the Group | | | — | | | | — | | | | — | | | | 34 | | | | 59 | | | | 49 | | | | — | | | | — | | | | — | | | | — | | | | 45 | | | | 76 | |
The Group’s interests in joint ventures operating liquefaction plants have been combined. The amounts include investments in Yamal LNG in Russia (20.02%(20.01% direct holding) and Ichthys LNG in Australia (30.00%). | | | 2013 Form 20-F TOTAL S.A. | | F-39 |
Samsung Total Petrochemicals is a South Korean company that operates a petrochemical complex in Daesan, South Korea (condensate separator, steam cracker, styrene, paraxylene, polyolefins). Off balance sheet commitments relating to joint ventures are disclosed in Notenote 23 of the Consolidated Financial Statements.consolidated financial statements. In Group share, the main aggregated financial items in equity consolidated affiliates and thatwhich have not been presented individually are as follows: | | | 2013 | | | 2012 | | | 2011 | | | 2014 | | | 2013 | | | 2012 | | As of December 31, (M€) | | Associates | | | Joint ventures | | | Associates | | | Joint ventures | | | Associates | | | Joint ventures | | | Non current assets | | | 2,914 | | | | 1,059 | | | | 2,512 | | | | 714 | | | | 2,709 | | | | 673 | | | As of December 31, (M$) | | | Associates | | | Joint ventures | | | Associates | | | Joint ventures | | | Associates | | | Joint ventures | | Non Current assets | | | | 3,502 | | | | 1,456 | | | | 4,018 | | | | 1,460 | | | | 3,314 | | | | 942 | | Current assets | | | 1,086 | | | | 1,103 | | | | 927 | | | | 1,001 | | | | 1,125 | | | | 1,036 | | | | 1,478 | | | | 1,283 | | | | 1,498 | | | | 1,521 | | | | 1,223 | | | | 1,320 | | Total Assets | | | 4,000 | | | | 2,162 | | | | 3,439 | | | | 1,715 | | | | 3,834 | | | | 1,709 | | | | 4,980 | | | | 2,739 | | | | 5,516 | | | | 2,981 | | | | 4,537 | | | | 2,262 | | Shareholder’s equity | | | 1,225 | | | | 590 | | | | 1,282 | | | | 481 | | | | 1,577 | | | | 423 | | | | 1,083 | | | | 725 | | | | 1,688 | | | | 813 | | | | 1,689 | | | | 634 | | Non current liabilities | | | 1,614 | | | | 761 | | | | 1,306 | | | | 526 | | | | 1,272 | | | | 438 | | | | 2,348 | | | | 877 | | | | 2,227 | | | | 1,050 | | | | 1,725 | | | | 694 | | Current liabilities | | | 1,161 | | | | 811 | | | | 851 | | | | 708 | | | | 985 | | | | 848 | | | | 1,549 | | | | 1,137 | | | | 1,601 | | | | 1,118 | | | | 1,123 | | | | 934 | | Total Liabilities | | | 4,000 | | | | 2,162 | | | | 3,439 | | | | 1,715 | | | | 3,834 | | | | 1,709 | | | | 4,980 | | | | 2,739 | | | | 5,516 | | | | 2,981 | | | | 4,537 | | | | 2,262 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2013 | | | 2012 | | | 2011 | | As of December 31, (M€) | | Associates | | | Joint ventures | | | Associates | | | Joint ventures | | | Associates | | | Joint ventures | | Revenues from sales | | | 2,944 | | | | 4,150 | | | | 2,984 | | | | 3,934 | | | | 5,429 | | | | 3,415 | | Net income | | | 372 | | | | 7 | | | | 223 | | | | (7 | ) | | | 329 | | | | (37 | ) | Other comprehensive income | | | (21 | ) | | | 13 | | | | — | | | | — | | | | 24 | | | | (2 | ) | Equity value | | | 1,225 | | | | 590 | | | | 1,282 | | | | 481 | | | | 1,577 | | | | 423 | | Dividends paid to the Groupe | | | 336 | | | | 36 | | | | 425 | | | | 32 | | | | 367 | | | | 22 | |
| | | 2014 Form 20-F TOTAL S.A. | | F-39 |
The equity value of the Group’s share in Shtokman Development AG amounts to€254 million as of December 31, 2013.
In 2007, TOTAL and Gazprom signed an agreement for the first phase of development of the Shtokman gas and condensates offshore field located in the Barents Sea. A joint venture, Shtokman Development AG (“SDAG”) (TOTAL, 25%) was created in 2008 to design, build, finance and operate this first phase based on an initial development plan intended to produce 23.7 Bm3/y (0.4 Mboe/d) of gas, with half of the gas being piped to Europe and the other half being exported as LNG.
The studies performed on the Shtokman project demonstrated that initially selected technical solutions had too high capital and operating costs to provide an acceptable return on investment, and led the partners at the first quarter 2012 to redefine the development plan for LNG production only.
Within this framework, TOTAL and Gazprom are pursuing discussions so as to conclude a new agreement reflecting the revised development scheme and replacing the previous agreement of 2007 expired since July 1, 2012. In parallel, TOTAL and Gazprom are pursuing dialogue on technical studies to achieve an economically viable project.
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2014 | | | 2013 | | | 2012 | | For the year ended December 31, (M$) | | Associates | | | Joint ventures | | | Associates | | | Joint ventures | | | Associates | | | Joint ventures | | Revenues from sales | | | 4,124 | | | | 4,473 | | | | 3,910 | | | | 5,512 | | | | 3,834 | | | | 5,054 | | Net income | | | 95 | | | | (175 | ) | | | 495 | | | | 9 | | | | 287 | | | | (10 | ) | Other comprehensive income | | | (2 | ) | | | 44 | | | | 16 | | | | (13 | ) | | | (4 | ) | | | — | | Equity value | | | 1,083 | | | | 725 | | | | 1,688 | | | | 813 | | | | 1,689 | | | | 634 | | Dividends paid to the Group | | | 470 | | | | 43 | | | | 446 | | | | 48 | | | | 546 | | | | 41 | |
13)OTHER INVESTMENTSOther investments The investments detailed below are classified as “Financial assets available for sale” (see Note 1 paragraph M(ii) to the Consolidated Financial Statements). | As of December 31, 2013 (M€) | | Carrying amount | | | Unrealized gain (loss) | | Balance sheet value | | | As of December 31, 2014 (M$) | | | Carrying amount | | | Unrealized gain (loss) | | Balance sheet value | | Areva(a) | | | 37 | | | | 32 | | | | 69 | | | | 44 | | | | (4 | ) | | | 40 | | CME Group | | | 1 | | | | 10 | | | | 11 | | | Olympia Energy Fund — energy investment fund | | | 36 | | | | (7 | ) | | | 29 | | | Gevo | | | 5 | | | | — | | | | 5 | | | Other publicly traded equity securities | | | 1 | | | | 1 | | | | 2 | | | | 21 | | | | 23 | | | | 44 | | Total publicly traded equity securities(b) | | | 80 | | | | 36 | | | | 116 | | | | 65 | | | | 19 | | | | 84 | | BBPP | | | 58 | | | | — | | | | 58 | | | | 62 | | | | — | | | | 62 | | BTC Limited | | | 104 | | | | — | | | | 104 | | | | 132 | | | | — | | | | 132 | | Other equity securities | | | 929 | | | | — | | | | 929 | | | | 1,121 | | | | — | | | | 1,121 | | Total other equity securities(b) | | | 1,091 | | | | — | | | | 1,091 | | | | 1,315 | | | | — | | | | 1,315 | | Other investments | | | 1,171 | | | | 36 | | | | 1,207 | | | | 1,380 | | | | 19 | | | | 1,399 | |
| | | | | | | | | | | | | As of December 31, 2013 (M$) | | Carrying amount | | | Unrealized gain (loss) | | | Balance sheet value | | Areva(a) | | | 51 | | | | 44 | | | | 95 | | Olympia Energy Fund — energy investment fund | | | 50 | | | | (10 | ) | | | 40 | | Other publicly traded equity securities | | | 10 | | | | 15 | | | | 25 | | Total publicly traded equity securities(b) | | | 111 | | | | 49 | | | | 160 | | BBPP | | | 80 | | | | — | | | | 80 | | BTC Limited | | | 144 | | | | — | | | | 144 | | Other equity securities | | | 1,282 | | | | — | | | | 1,282 | | Total other equity securities(b) | | | 1,506 | | | | — | | | | 1,506 | | Other investments | | | 1,617 | | | | 49 | | | | 1,666 | |
| | | | | | | | | | | | | As of December 31, 2012 (M$) | | Carrying amount | | | Unrealized gain (loss) | | | Balance sheet value | | Areva(a) | | | 50 | | | | 13 | | | | 63 | | Olympia Energy Fund — energy investment fund | | | 50 | | | | (8 | ) | | | 42 | | Other publicly traded equity securities | | | 6 | | | | 10 | | | | 16 | | Total publicly traded equity securities(b) | | | 106 | | | | 15 | | | | 121 | | BBPP | | | 80 | | | | — | | | | 80 | | Ocensa | | | 110 | | | | — | | | | 110 | | BTC Limited | | | 157 | | | | — | | | | 157 | | Other equity securities | | | 1,103 | | | | — | | | | 1,103 | | Total other equity securities(b) | | | 1,450 | | | | — | | | | 1,450 | | Other investments | | | 1,556 | | | | 15 | | | | 1,571 | |
(a) | Unrealized gain based on the investment certificate. |
(b) | Including cumulative impairments of $856 million in 2014, $995 million in 2013 and $882 million in 2012. |
| | | F-40 | | TOTAL S.A. Form 20-F 20132014 |
| | | | | | | | | | | | | As of December 31, 2012 (M€) | | Carrying amount | | | Unrealized gain (loss) | | | Balance sheet value | | Areva(a) | | | 37 | | | | 10 | | | | 47 | | CME Group | | | 1 | | | | 7 | | | | 8 | | Olympia Energy Fund — energy investment fund | | | 38 | | | | (6 | ) | | | 32 | | Gevo | | | 3 | | | | — | | | | 3 | | Other publicly traded equity securities | | | 1 | | | | — | | | | 1 | | Total publicly traded equity securities(b) | | | 80 | | | | 11 | | | | 91 | | BBPP | | | 61 | | | | — | | | | 61 | | Ocensa | | | 83 | | | | — | | | | 83 | | BTC Limited | | | 119 | | | | — | | | | 119 | | Other equity securities | | | 836 | | | | — | | | | 836 | | Total other equity securities(b) | | | 1,099 | | | | — | | | | 1,099 | | Other investments | | | 1,179 | | | | 11 | | | | 1,190 | |
14)Other non-current assets | | | | | | | | | | | | | As of December 31, 2011 (M€) | | Carrying amount | | | Unrealized gain (loss) | | | Balance sheet value | | Sanofi | | | 2,100 | | | | 351 | | | | 2,451 | | Areva(a) | | | 69 | | | | 1 | | | | 70 | | Arkema | | | — | | | | — | | | | — | | Chicago Mercantile Exchange Group | | | 1 | | | | 6 | | | | 7 | | Olympia Energy Fund — energy investment fund | | | 38 | | | | (5 | ) | | | 33 | | Gevo | | | 15 | | | | (3 | ) | | | 12 | | Other publicly traded equity securities | | | 3 | | | | (1 | ) | | | 2 | | Total publicly traded equity securities(b) | | | 2,226 | | | | 349 | | | | 2,575 | | BBPP | | | 62 | | | | — | | | | 62 | | Ocensa(c) | | | 85 | | | | — | | | | 85 | | BTC Limited | | | 132 | | | | — | | | | 132 | | Other equity securities | | | 820 | | | | — | | | | 820 | | Total other equity securities(b) | | | 1,099 | | | | — | | | | 1,099 | | Other investments | | | 3,325 | | | | 349 | | | | 3,674 | |
| | | | | | | | | | | | | As of December 31, 2014 (M$) | | Gross value | | | Valuation allowance | | | Net value | | Loans and advances(a) | | | 3,998 | | | | (672 | ) | | | 3,326 | | Other | | | 866 | | | | — | | | | 866 | | Total | | | 4,864 | | | | (672 | ) | | | 4,192 | |
| | | | | | | | | | | | | As of December 31, 2013 (M$) | | Gross value | | | Valuation allowance | | | Net value | | Loans and advances(a) | | | 4,073 | | | | (498 | ) | | | 3,575 | | Other | | | 831 | | | | — | | | | 831 | | Total | | | 4,904 | | | | (498 | ) | | | 4,406 | |
| | | | | | | | | | | | | As of December 31, 2012 (M$) | | Gross value | | | Valuation allowance | | | Net value | | Loans and advances(a) | | | 3,421 | | | | (509 | ) | | | 2,912 | | Other | | | 601 | | | | — | | | | 601 | | Total | | | 4,022 | | | | (509 | ) | | | 3,513 | |
(a) | Unrealized gain based on the investment certificate. |
(b) | Including cumulative impairments of €722 million in 2013, €669 million in 2012 and €604 million in 2011. |
(c) | 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, 2013 (M€) | | Gross value | | | Valuation allowance | | | Net value | | Loans and advances(a) | | | 2,953 | | | | (361 | ) | | | 2,592 | | Other | | | 603 | | | | — | | | | 603 | | Total | | | 3,556 | | | | (361 | ) | | | 3,195 | |
| | | | | | | | | | | | | As of December 31, 2012 (M€) | | Gross value | | | Valuation allowance | | | Net value | | Loans and advances(a) | | | 2,593 | | | | (386 | ) | | | 2,207 | | Other | | | 456 | | | | — | | | | 456 | | Total | | | 3,049 | | | | (386 | ) | | | 2,663 | |
| | | | | | | | | | | | | As of December 31, 2011 (M€) | | Gross value | | | Valuation allowance | | | Net value | | Loans and advances(a) | | | 2,454 | | | | (399 | ) | | | 2,055 | | Other | | | 402 | | | | — | | | | 402 | | Total | | | 2,856 | | | | (399 | ) | | | 2,457 | |
(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$) | | Valuation allowance as of January 1, | | | Increases | | | Decreases | | | Currency translation adjustment and other variations | | | Valuation allowance as of December 31, | | 2014 | | | (498 | ) | | | (63 | ) | | | 102 | | | | (213 | ) | | | (672 | ) | 2013 | | | (509 | ) | | | (21 | ) | | | 9 | | | | 23 | | | | (498 | ) | 2012 | | | (516 | ) | | | (21 | ) | | | 23 | | | | 5 | | | | (509 | ) |
15)Inventories | | | | | | | | | | | | | As of December 31, 2014 (M$) | | Gross value | | | Valuation allowance | | | Net value | | Crude oil and natural gas | | | 2,697 | | | | (188 | ) | | | 2,509 | | Refined products | | | 5,922 | | | | (422 | ) | | | 5,500 | | Chemicals products | | | 1,119 | | | | (85 | ) | | | 1,034 | | Trading inventories | | | 2,950 | | | | — | | | | 2,950 | | Other inventories | | | 3,903 | | | | (700 | ) | | | 3,203 | | Total | | | 16,591 | | | | (1,395 | ) | | | 15,196 | |
| | | | | | | | | | | | | As of December 31, 2013 (M$) | | Gross value | | | Valuation allowance | | | Net value | | Crude oil and natural gas | | | 4,515 | | | | (25 | ) | | | 4,490 | | Refined products | | | 8,868 | | | | (153 | ) | | | 8,715 | | Chemicals products | | | 1,616 | | | | (108 | ) | | | 1,508 | | Trading inventories | | | 4,401 | | | | — | | | | 4,401 | | Other inventories | | | 3,719 | | | | (736 | ) | | | 2,983 | | Total | | | 23,119 | | | | (1,022 | ) | | | 22,097 | |
| | | | | | | | | | | | | As of December 31, 2012 (M$) | | Gross value | | | Valuation allowance | | | Net value | | Crude oil and natural gas | | | 4,016 | | | | (22 | ) | | | 3,994 | | Refined products | | | 9,459 | | | | (114 | ) | | | 9,345 | | Chemicals products | | | 1,900 | | | | (124 | ) | | | 1,776 | | Trading inventories | | | 4,990 | | | | — | | | | 4,990 | | Other inventories | | | 3,457 | | | | (608 | ) | | | 2,849 | | Total | | | 23,822 | | | | (868 | ) | | | 22,954 | |
| | | 20132014 Form 20-F TOTAL S.A. | | F-41 |
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, | | 2013 | | | (386 | ) | | | (16 | ) | | | 7 | | | | 34 | | | | (361 | ) | 2012 | | | (399 | ) | | | (16 | ) | | | 18 | | | | 11 | | | | (386 | ) | 2011 | | | (464 | ) | | | (25 | ) | | | 122 | | | | (32 | ) | | | (399 | ) |
15)INVENTORIES
| | | | | | | | | | | | | As of December 31, 2013 (M€) | | Gross value | | | Valuation allowance | | | Net value | | Crude oil and natural gas | | | 3,274 | | | | (18 | ) | | | 3,256 | | Refined products | | | 6,430 | | | | (111 | ) | | | 6,319 | | Chemicals products | | | 1,172 | | | | (78 | ) | | | 1,094 | | Trading inventories | | | 3,191 | | | | — | | | | 3,191 | | Other inventories | | | 2,697 | | | | (534 | ) | | | 2,163 | | Total | | | 16,764 | | | | (741 | ) | | | 16,023 | |
| | | | | | | | | | | | | As of December 31, 2012 (M€) | | Gross value | | | Valuation allowance | | | Net value | | Crude oil and natural gas | | | 3,044 | | | | (17 | ) | | | 3,027 | | Refined products | | | 7,169 | | | | (86 | ) | | | 7,083 | | Chemicals products | | | 1,440 | | | | (94 | ) | | | 1,346 | | Trading inventories | | | 3,782 | | | | — | | | | 3,782 | | Other inventories | | | 2,620 | | | | (461 | ) | | | 2,159 | | Total | | | 18,055 | | | | (658 | ) | | | 17,397 | |
| | | | | | | | | | | | | As of December 31, 2011 (M€) | | Gross value | | | Valuation allowance | | | Net value | | Crude oil and natural gas | | | 3,791 | | | | (24 | ) | | | 3,767 | | Refined products | | | 7,483 | | | | (36 | ) | | | 7,447 | | Chemicals products | | | 1,489 | | | | (103 | ) | | | 1,386 | | Trading inventories | | | 3,233 | | | | — | | | | 3,233 | | Other inventories | | | 2,695 | | | | (406 | ) | | | 2,289 | | Total | | | 18,691 | | | | (569 | ) | | | 18,122 | |
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, | | | For the year ended December 31, (M$) | | | Valuation allowance as of January 1, | | Increase (net) | | Currency translation adjustment and other variations | | Valuation allowance as of December 31, | | 2014 | | | | (1,022 | ) | | | (495 | ) | | | 122 | | | | (1,395 | ) | 2013 | | | (658 | ) | | | (119 | ) | | | 36 | | | | (741 | ) | | | (868 | ) | | | (158 | ) | | | 4 | | | | (1,022 | ) | 2012 | | | (569 | ) | | | (96 | ) | | | 7 | | | | (658 | ) | | | (736 | ) | | | (123 | ) | | | (9 | ) | | | (868 | ) | 2011 | | | (445 | ) | | | (83 | ) | | | (41 | ) | | | (569 | ) | |
16)ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETSAccounts receivable and other current assets | | | | | | | | | | | | | As of December 31, 2013 (M€) | | Gross value | | | Valuation allowance | | | Net value | | Accounts receivable | | | 17,523 | | | | (539 | ) | | | 16,984 | | Recoverable taxes | | | 2,482 | | | | — | | | | 2,482 | | Other operating receivables | | | 7,303 | | | | (112 | ) | | | 7,191 | | Prepaid expenses | | | 1,075 | | | | — | | | | 1,075 | | Other current assets | | | 50 | | | | — | | | | 50 | | Other current assets | | | 10,910 | | | | (112 | ) | | | 10,798 | |
| | | | | | | | | | | | | As of December 31, 2014 (M$) | | Gross value | | | Valuation allowance | | | Net value | | Accounts receivable | | | 16,306 | | | | (602 | ) | | | 15,704 | | Recoverable taxes | | | 3,242 | | | | — | | | | 3,242 | | Other operating receivables | | | 11,159 | | | | (367 | ) | | | 10,792 | | Prepaid expenses | | | 1,609 | | | | — | | | | 1,609 | | Other current assets | | | 59 | | | | — | | | | 59 | | Other current assets | | | 16,069 | | | | (367 | ) | | | 15,702 | |
| | | F-42 | | TOTAL S.A. Form 20-F 2013 |
| As of December 31, 2012 (M€) | | Gross value | | | Valuation allowance | | Net value | | | As of December 31, 2013 (M$) | | | Gross value | | | Valuation allowance | | Net value | | Accounts receivable | | | 19,678 | | | | (472 | ) | | | 19,206 | | | | 24,165 | | | | (743 | ) | | | 23,422 | | Recoverable taxes | | | 2,796 | | | | — | | | | 2,796 | | | | 3,423 | | | | — | | | | 3,423 | | Other operating receivables | | | 6,416 | | | | (258 | ) | | | 6,158 | | | | 10,071 | | | | (154 | ) | | | 9,917 | | Prepaid expenses | | | 1,085 | | | | — | | | | 1,085 | | | | 1,482 | | | | — | | | | 1,482 | | Other current assets | | | 47 | | | | — | | | | 47 | | | | 70 | | | | — | | | | 70 | | Other current assets | | | 10,344 | | | | (258 | ) | | | 10,086 | | | | 15,046 | | | | (154 | ) | | | 14,892 | |
| As of December 31, 2011 (M€) | | Gross value | | | Valuation allowance | | Net value | | | As of December 31, 2012 (M$) | | | Gross value | | | Valuation allowance | | Net value | | Accounts receivable | | | 20,532 | | | | (483 | ) | | | 20,049 | | | | 25,962 | | | | (623 | ) | | | 25,339 | | Recoverable taxes | | | 2,398 | | | | — | | | | 2,398 | | | | 3,689 | | | | — | | | | 3,689 | | Other operating receivables | | | 7,750 | | | | (283 | ) | | | 7,467 | | | | 8,466 | | | | (340 | ) | | | 8,126 | | Prepaid expenses | | | 840 | | | | — | | | | 840 | | | | 1,432 | | | | — | | | | 1,432 | | Other current assets | | | 62 | | | | — | | | | 62 | | | | 60 | | | | — | | | | 60 | | Other current assets | | | 11,050 | | | | (283 | ) | | | 10,767 | | | | 13,647 | | | | (340 | ) | | | 13,307 | |
Changes in the valuation allowance on “Accounts receivable” and “Other current assets” are as follows: | For the year ended December 31, (M€) | | Valuation allowance as of January 1, | | Increase (net) | | Currency translation adjustments and other variations | | Valuation allowance as of December 31, | | | For the year ended December 31, (M$) | | | Valuation allowance as of January 1, | | Increase (net) | | Currency translation adjustments and other variations | | Valuation allowance as of December 31, | | Accounts receivable | | | | | | | | | | | | | | | | | 2014 | | | | (743 | ) | | | 46 | | | | 95 | | | | (602 | ) | 2013 | | | (472 | ) | | | (88 | ) | | | 21 | | | | (539 | ) | | | (623 | ) | | | (117 | ) | | | (3 | ) | | | (743 | ) | 2012 | | | (483 | ) | | | (56 | ) | | | 67 | | | | (472 | ) | | | (625 | ) | | | (72 | ) | | | 74 | | | | (623 | ) | 2011 | | | (476 | ) | | | 4 | | | | (11 | ) | | | (483 | ) | | Other current assets | | | | | | | | | | | | | | | | | 2014 | | | | (154 | ) | | | (221 | ) | | | 8 | | | | (367 | ) | 2013 | | | (258 | ) | | | 122 | | | | 24 | | | | (112 | ) | | | (340 | ) | | | 163 | | | | 23 | | | | (154 | ) | 2012 | | | (283 | ) | | | 26 | | | | (1 | ) | | | (258 | ) | | | (365 | ) | | | 33 | | | | (8 | ) | | | (340 | ) | 2011 | | | (136 | ) | | | (132 | ) | | | (15 | ) | | | (283 | ) | |
As of December 31, 2014, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was $3,049 million, of which $1,382 million was due in less than 90 days, $593 million was due between 90 days and 6 months, $226 million was due between 6 and 12 months and $848 million was due after 12 months. As of December 31, 2013, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was€2,764 $3,812 million, of which€1,135 $1,565 million was due in less than 90 days,€434 $599 million was due between 90 days and 6 months,€547 $754 million was due between 6 and 12 months and€648 $894 million was due after 12 months. | | | F-42 | | TOTAL S.A. Form 20-F 2014 |
As of December 31, 2012, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was€3,442 $4,541 million, of which€2,025 $2,672 million was due in less than 90 days,€679 $896 million was due between 90 days and 6 months,€260 $343 million was due between 6 and 12 months and€478 $630 million was due after 12 months. As of December 31, 2011, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was€3,556 million, of which€1,857 million was due in less than 90 days,€365 million was due between 90 days and 6 months,€746 million was due between 6 and 12 months and€588 million was due after 12 months.
17)SHAREHOLDERS’ EQUITYShareholders’ equity Number of TOTAL shares The Company’s common shares, par value€2.50, as of December 31, 20132014 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 Company’s bylaws (Statutes), 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 Company’s 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%. | | | 2013 Form 20-F TOTAL S.A. | | F-43 |
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 Company’s shares. The authorized share capital amounts to 3,416,388,282 shares as of December 31, 2014 compared to 3,417,495,344 shares as of December 31, 2013 compared toand 3,421,533,930 shares as of December 31, 2012 and 3,446,401,650 shares as2012. As of December 31, 2011.2014 the share capital of TOTAL S.A. amounted to€5,963,168,812.50. Variation of the share capital | | | | | | | As of December 31, 2010
| | | | | 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 | | | | | 2,363,767,313 | | Shares issued in connection with: | | Capital increase as part of athe global free share plan intended for the Group employees | | | 1,366,950 | | | | Exercise of TOTAL share subscription options | | | 798,883 | | As of December 31, 2012 | | | | | 2,365,933,146 | | Shares issued in connection with: | | Capital increase reserved for employees | | | 10,802,215 | | | | Exercise of TOTAL share subscription options | | | 942,799 | | As of December 31, 2013(a) | | | | | 2,377,678,160 | | Shares issued in connection with: | | Capital increase as part of the global free share plan intended for the Group employees | | | 666,575 | | | | Exercise of TOTAL share subscription options | | | 6,922,790 | | As of December 31, 2014(a) | | | | 2,385,267,525 | |
(a) | Including 109,214,448109,361,413 treasury shares deducted from consolidated shareholders’ equity. |
| | | 2014 Form 20-F TOTAL S.A. | | F-43 |
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: | | | 2013 | | 2012 | | 2011 | | | 2014 | | 2013 | | 2012 | | Number of shares as of January 1, | | | 2,365,933,146 | | | | 2,363,767,313 | | | | 2,349,640,931 | | | | 2,377,678,160 | | | | 2,365,933,146 | | | | 2,363,767,313 | | Number of shares issued during the year (pro rated) | | | | | | | | | | | | | Exercise of TOTAL share subscription options | | | 248,606 | | | | 663,429 | | | | 3,412,123 | | | | 3,768,183 | | | | 248,606 | | | | 663,429 | | Exercise of TOTAL share purchase options | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | TOTAL performance shares | | | 1,197,228 | | | | 991,126 | | | | 978,503 | | | | 2,121,605 | | | | 1,197,228 | | | | 991,126 | | Global free TOTAL share plan(a) | | | 227 | | | | 683,868 | | | | 506 | | | | 333,637 | | | | 227 | | | | 683,868 | | Capital increase reserved for employees | | | 7,201,477 | | | | — | | | | 5,935,145 | | | | — | | | | 7,201,477 | | | | — | | TOTAL shares held by TOTAL S.A. or by its subsidiaries and deducted from shareholders’ equity | | | (110,230,889 | ) | | | (110,304,173 | ) | | | (112,487,679 | ) | | | (111,042,073 | ) | | | (110,230,889 | ) | | | (110,304,173 | ) | Weighted-average number of shares | | | 2,264,349,795 | | | | 2,255,801,563 | | | | 2,247,479,529 | | | | 2,272,859,512 | | | | 2,264,349,795 | | | | 2,255,801,563 | | Dilutive effect | | | | | | | | | | | | | TOTAL share subscription and purchase options | | | 554,224 | | | | 247,527 | | | | 470,095 | | | | 2,119,759 | | | | 554,224 | | | | 247,527 | | TOTAL performance shares | | | 4,924,693 | | | | 7,748,805 | | | | 6,174,808 | | | | 3,578,225 | | | | 4,924,693 | | | | 7,748,805 | | Global free TOTAL share plan(a) | | | 852,057 | | | | 1,703,554 | | | | 2,523,233 | | | | 353,054 | | | | 852,057 | | | | 1,703,554 | | Capital increase reserved for employees | | | 862,889 | | | | 1,134,296 | | | | 303,738 | | | | 2,093,601 | | | | 862,889 | | | | 1,134,296 | | Weighted-average number of diluted shares | | | 2,271,543,658 | | | | 2,266,635,745 | | | | 2,256,951,403 | | | | 2,281,004,151 | | | | 2,271,543,658 | | | | 2,266,635,745 | |
(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 The Combined General Meeting of May 11, 2012, in its seventeenth resolution,16, 2014, delegated to the Board of Directors in its fourteenth resolution, the authority to carry out, a capital increase, in one or more occasions within a maximum period of twenty-six months, a capital increase reserved for employees belonging to an employee savings plan. The Combined General Meeting of May 11, 2012, in its eighteenth resolution,16, 2014, also delegated to the Board of Directors, in its fifteenth resolution, the powers necessary to accomplish a capital increase, in one or more occasions within a maximum period of eighteen months, a capital increase with the objective of providing employees with their registered office located outside France with benefits comparable to those granted to the employees included in the seventeenthfourteenth resolution of the Combined General Meeting of May 11, 2012.16, 2014. Pursuant to these delegations, the Board of Directors, during its September 18, 2012, meeting on July 29, 2014, decided to proceed with a capital increase reserved for employees that included a classic offering and a leveraged offering depending on the employees’ choice, within the limit of 18 million shares with dividend rights as of January 1, | | | F-44 | | TOTAL S.A. Form 20-F 2013 |
2012. 2014. All powers have been delegated to the Chief Executive Officer to determine the opening and closing of the subscription period and the subscription price. This capital increase, opened in 2014, is expected to be completed before the General Meeting of 2015.
The prior capital increase reserved for employees of the Group was decided by the Board of Directors on September 18, 2012, under the terms of the authorization of the Combined General Meeting of May 11, 2012, and resulted in the subscription of 10,802,215 shares with a par value of€2.52.50 at a unit price of€30.70. The issuance of the shares was acknowledged on April 25, 2013. The prior capital increase reserved for employees of the Group was decided by the Board of Directors on October 28, 2010, under the terms of the authorization of the Combined General Meeting of May 21, 2010, and resulted in the subscription of 8,902,717 shares with a par value of€2.5 at a unit price of€34.80. The issuance of the shares was acknowledged on April 28, 2011.
Capital increase as part of a global free share plan intended for Group employees The Shareholders’Combined General Meeting held onof May 16, 2008, in its seventeenth resolution, delegated to the Board of Directors in its seventeenth resolution, the authority to grant, in one or more occasions within a maximum period of thirty-eight months, restricted shares to employees and executive officers of the Company or companies outside France affiliated with the Company, within a limit of 0.8% of the outstanding share capital of the Company as of the date of the decision of the Board of Directors to grant such shares. Pursuant to this delegation, the Board of Directors, during its meeting on May 21, 2010, meeting, determined the terms of a global free share plan intended for Group employees and granted the Chairman and Chief Executive Officer all powers necessary to implement this plan. As a result, and in accordance with the terms defined by the Board of Directors during its meeting on July 2, 2012,May 21, 2010, the Chairman and Chief Executive Officer of the Group acknowledgednoted: on July 2, 2012, the issuance and the final allocation of 1,366,950 ordinary shares with a nominal value of€2.50 to the designated beneficiaries designated byafter the terms defined byexpiration of the Boardtwo-year acquisition period; and | | | F-44 | | TOTAL S.A. Form 20-F 2014 |
on July 1, 2014, the issuance and the final allocation of Directors meeting held on May 21, 2010.666,575 shares with a nominal value of€2.50 after the expiration of the four-year acquisition period. On December 31, 2013, 873,475There are no additional shares that may be issued as part of this plan.
Share cancellation The Group did not proceed with a reduction of capital by cancellation of shares held by the Company during the fiscal years 2011, 2012, 2013 and 2013.2014. Treasury shares (TOTAL shares held by TOTAL S.A.) As of December 31, 2014, TOTAL S.A. held 9,030,145 of its own shares, representing 0.38% of its share capital, detailed as follows: 8,946,930 shares allocated to TOTAL share grant plans for Group employees; 83,215 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, 2013, TOTAL S.A. holds 8,883,180 of its own shares, representing 0.37% of its share capital, detailed as follows: 8,764,020 shares allocated to TOTAL share grant plans for Group employees; and 119,160 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, 2012, TOTAL S.A. holds 8,060,371 of its own shares, representing 0.34% of its share capital, detailed as follows: 7,994,470 shares allocated to TOTAL share grant plans for Group employees; and 65,901 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, 2011, TOTAL S.A. held 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 were deducted from the consolidated shareholders’ equity.
TOTAL shares held by Group subsidiaries As of December 31, 2014, 2013 2012 and 2011,2012, TOTAL S.A. held indirectly through its subsidiaries 100,331,268 of its own shares, representing 4.21% of its share capital as of December 31, 2014, 4.22% of its share capital as of December 31, 2013 4.24% of its share capital as of December 31, 2012 and 4.24% of its share capital as of December 31, 20112012, 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 March 21, 2013,27, 2014, the third quarterly interim dividend of€0.59 per share for the fiscal year 20122013 (the ex-dividend date was March 18, 2013)24, 2014). TOTAL S.A. also paid on June 27, 2013,5, 2014, the balance of the dividend of€0.590.61 per share for the 20122013 fiscal year (the ex-dividend date was June 24, 2013)2, 2014). | | | 2013 Form 20-F TOTAL S.A. | | F-45 |
In addition, TOTAL S.A. paid two quarterly interim dividends for the fiscal year 2013:2014: the first quarterly interim dividend of€0.590.61 per share for the fiscal year 2013,2014, decided by the Board of Directors on April 25, 2013,29, 2014, was paid on September 27, 201326, 2014 (the ex-dividend date was September 24, 2013)23, 2014); and the second quarterly interim dividend of€0.590.61 per share for the fiscal year 2013,2014, decided by the Board of Directors on July 25, 2013,29, 2014, was paid on December 19, 201317, 2014 (the ex-dividend date was December 16, 2013)15, 2014). The Board of Directors, during its October 30, 201328, 2014 meeting, decided to set the third quarterly interim dividend for the fiscal year 20132014 at€0.590.61 per share. This interim dividend will be paid on March 27, 201425, 2015 (the ex-dividend date will be March 24, 2014)23, 2015). A resolution will be submitted at the shareholders’ meeting on May 16, 201429, 2015 to pay a dividend of€2.382.44 per share for the 20132014 fiscal year, i.e. a balance of€0.61 per share to be distributed after deductingdistributed. A resolution will also be submitted at the three quarterly interim dividendsshareholders’ meeting on May 29, 2015, the option for shareholders to receive the fourth quarter dividend in shares or in cash. The payment of€ the dividend in cash or0.59 per | | | 2014 Form 20-F TOTAL S.A. | �� | F-45 |
the delivery of shares in lieu of cash is set for July 1st 2015 (the ex-dividend date will be June 8, 2015). The number of shares issued in lieu of the cash dividend will be based on the dividend amount divided by a share that will have already been paid.price equal to 90% of the average Euronext Paris opening price of the shares for the 20 trading days preceding the shareholders meeting reduced by the amount of the dividend remainder. Paid-in surplus In accordance with French law, the paid-in surplus corresponds to premiums related to shares, contributions or mergers 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 except in cases of a refund of shareholder contributions.contributions to. As of December 31, 2013,2014, paid-in surplus relating to TOTAL S.A. amounted to€28,319 million (€28,020 million (as of December 31, 2013 and€27,684 million as of December 31, 2012 and€27,655 million as of December 31, 2011)2012). 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€568 $755 million as of December 31, 2014 ($754 million as of December 31, 2013 (€539and $693 million as of December 31, 2012 and€539 million as of December 31, 2011)2012) with regards to additional corporation tax to be applied on regulatory reserves so that they become distributable. Furthermore, the additional tax to corporate income tax of 3%, due on dividends distributed by French companies or foreign organizations subject to corporate income tax in France, established by the second corrective finance act for 2012 would be payable for an amount of€405 $553 million (€375($538 million as of December 31, 2013 and $482 million as of December 31, 2012). Other comprehensive income Detail of other comprehensive income showing both items reclassifiedpotentially reclassifiable and those not potentially reclassifiable from equity to net income is presented in the table below: | For the year ended December 31, (M€) | | 2013 | | 2012 | | 2011 | | | Actuarial gains and losses | | | | | 513 | | | | | | (911 | ) | | | | | (533 | ) | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Actuarial gains and loses | | | | | | (1,526 | ) | | | | | 682 | | | | | | (1,171 | ) | Tax effect | | | | (216 | ) | | | 362 | | | | 191 | | | | | | 580 | | | | | | (287 | ) | | | | | 465 | | Currency translation adjustment generated by the parent company | | | | | (9,039 | ) | | | 3,129 | | | | 1,324 | | Subtotal items not potentially reclassifiable to profit & loss | | | | 297 | | | | (549 | ) | | | (342 | ) | | | | (9,985 | ) | | | 3,524 | | | | 618 | | Currency translation adjustment | | | | | (2,199 | ) | | | | | (702 | ) | | | | | 1,483 | | | | | | 4,245 | | | | | | (1,925 | ) | | | | | (397 | ) | — Unrealized gain/(loss) of the period | | | (2,216 | ) | | | | | (713 | ) | | | | | 1,420 | | | | | | 4,413 | | | | | | (1,972 | ) | | | | | (392 | ) | | | — Less gain/(loss) included in net income | | | (17 | ) | | | (11 | ) | | | (63 | ) | | | | 168 | | | | (47 | ) | | | 5 | | | Available for sale financial assets | | | | | 25 | | | | | | (338 | ) | | | | | 337 | | | | | | (29 | ) | | | | | 33 | | | | | | (435 | ) | — Unrealized gain/(loss) of the period | | | 25 | | | | | | 63 | | | | | | 382 | | | | | | (39 | ) | | | | | 33 | | | | | | 80 | | | | — Less gain/(loss) included in net income | | | — | | | | 401 | | | | 45 | | | | | (10 | ) | | | — | | | | 515 | | | Cash flow hedge | | | | | 117 | | | | | | 65 | | | | | | (84 | ) | | | | | 97 | | | | | | 156 | | | | | | 83 | | — Unrealized gain/(loss) of the period | | | 182 | | | | | | 152 | | | | | | (131 | ) | | | | | (198 | ) | | | | | 242 | | | | | | 195 | | | | — Less gain/(loss) included in net income | | | 65 | | | | 87 | | | | (47 | ) | | | | (295 | ) | | | 86 | | | | 112 | | | Share of other comprehensive income of equity affiliates, net amount | | | | (857 | ) | | | 160 | | | | (15 | ) | | | | (1,538 | ) | | | (805 | ) | | | 249 | | Other | | | | | (4 | ) | | | | | (14 | ) | | | | | (3 | ) | | | | | 3 | | | | | | (12 | ) | | | | | (18 | ) | — Unrealized gain/(loss) of the period | | | (4 | ) | | | | | (14 | ) | | | | | (3 | ) | | | | | 3 | | | | | | (12 | ) | | | | | (18 | ) | | | — Less gain/(loss) included in net income | | | — | | | | — | | | | — | | | | | — | | | | — | | | | — | | | Tax effect | | | | (47 | ) | | | 63 | | | | (55 | ) | | | | (18 | ) | | | (62 | ) | | | 82 | | Subtotal items potentially reclassifiable to profit & loss | | | | (2,965 | ) | | | (766 | ) | | | 1,663 | | | | | 2,760 | | | | (2,615 | ) | | | (436 | ) | Total other comprehensive income, net amount | | | | (2,668 | ) | | | (1,315 | ) | | | 1,321 | | | | | (7,225 | ) | | | 909 | | | | 182 | |
| | | F-46 | | TOTAL S.A. Form 20-F 20132014 |
The currency translation adjustment by currency is detailed in the following table: | | | | | | | | | | | | | | | | | | | | | As of December 31, 2014 (M$) | | Total | | | Euro | | | Pound sterling | | | Ruble | | | Other currencies | | Currency translation adjustment generated by the parent company | | | (9,039 | ) | | | (9,039 | ) | | | — | | | | — | | | | — | | Currency translation adjustment | | | 4,245 | | | | 5,474 | | | | (372 | ) | | | (22 | ) | | | (835 | ) | Currency translation adjustment of equity affiliates | | | (1,521 | ) | | | 1,127 | | | | 21 | | | | (2,586 | ) | | | (83 | ) | Total currency translation adjustment recognized in comprehensive income | | | (6,315 | ) | | | (2,438 | ) | | | (351 | ) | | | (2,608 | ) | | | (918 | ) |
| | | | | | | | | | | | | | | | | | | | | As of December 31, 2013 (M$) | | Total | | | Euro | | | Pound sterling | | | Ruble | | | Other currencies | | Currency translation adjustment generated by the parent company | | | 3,129 | | | | 3,129 | | | | — | | | | — | | | | — | | Currency translation adjustment | | | (1,925 | ) | | | (1,632 | ) | | | 153 | | | | (2 | ) | | | (444 | ) | Currency translation adjustment of equity affiliates | | | (768 | ) | | | (329 | ) | | | (8 | ) | | | (441 | ) | | | 10 | | Total currency translation adjustment recognized in comprehensive income | | | 436 | | | | 1,168 | | | | 145 | | | | (443 | ) | | | (434 | ) |
| | | | | | | | | | | | | | | | | | | | | As of December 31, 2012 (M$) | | Total | | | Euro | | | Pound sterling | | | Ruble | | | Other currencies | | Currency translation adjustment generated by the parent company | | | 1,324 | | | | 1,324 | | | | — | | | | — | | | | — | | Currency translation adjustment | | | (397 | ) | | | (829 | ) | | | 254 | | | | — | | | | 178 | | Currency translation adjustment of equity affiliates | | | 247 | | | | (127 | ) | | | (15 | ) | | | 301 | | | | 88 | | Total currency translation adjustment recognized in comprehensive income | | | 1,174 | | | | 368 | | | | 239 | | | | 301 | | | | 266 | |
Tax effects relating to each component of other comprehensive income are as follows: | | | 2013 | | 2012 | | 2011 | | | 2014 | | 2013 | | 2012 | | For the year ended December 31, (M€) | | Pre-tax amount | | Tax effect | | Net amount | | Pre-tax amount | | Tax effect | | Net amount | | Pre-tax amount | | Tax effect | | Net amount | | | For the year ended December 31, (M$) | | | Pre-tax amount | | Tax effect | | Net amount | | Pre-tax amount | | Tax effect | | Net amount | | Pre-tax amount | | Tax effect | | Net amount | | Actuarial gains and losses | | | 513 | | | | (216 | ) | | | 297 | | | | (911 | ) | | | 362 | | | | (549 | ) | | | (533 | ) | | | 191 | | | | (342 | ) | | | (1,526 | ) | | | 580 | | | | (946 | ) | | | 682 | | | | (287 | ) | | | 395 | | | | (1,171 | ) | | | 465 | | | | (706 | ) | Currency translation adjustment generated by the parent company | | | | (9,039 | ) | | | (9,039 | ) | | | 3,129 | | | | 3,129 | | | | 1,324 | | | | 1,324 | | Subtotal items not potentially reclassifiable to profit & loss | | | 513 | | | | (216 | ) | | | 297 | | | | (911 | ) | | | 362 | | | | (549 | ) | | | (533 | ) | | | 191 | | | | (342 | ) | | | (10,565 | ) | | | 580 | | | | (9,985 | ) | | | 3,811 | | | | (287 | ) | | | 3,524 | | | | 153 | | | | 465 | | | | 618 | | Currency translation adjustment | | | (2,199 | ) | | | — | | | | (2,199 | ) | | | (702 | ) | | | — | | | | (702 | ) | | | 1,483 | | | | — | | | | 1,483 | | | | 4,245 | | | | — | | | | 4,245 | | | | (1,925 | ) | | | — | | | | (1,925 | ) | | | (397 | ) | | | — | | | | (397 | ) | Available for sale financial assets | | | 25 | | | | (6 | ) | | | 19 | | | | (338 | ) | | | 89 | | | | (249 | ) | | | 337 | | | | (93 | ) | | | 244 | | | | (29 | ) | | | 15 | | | | (14 | ) | | | 33 | | | | (8 | ) | | | 25 | | | | (435 | ) | | | 115 | | | | (320 | ) | Cash flow hedge | | | 117 | | | | (41 | ) | | | 76 | | | | 65 | | | | (26 | ) | | | 39 | | | | (84 | ) | | | 38 | | | | (46 | ) | | | 97 | | | | (33 | ) | | | 64 | | | | 156 | | | | (54 | ) | | | 102 | | | | 83 | | | | (33 | ) | | | 50 | | Share of other comprehensive income of equity affiliates, net amount | | | (857 | ) | | | — | | | | (857 | ) | | | 160 | | | | — | | | | 160 | | | | (15 | ) | | | — | | | | (15 | ) | | | (1,538 | ) | | | — | | | | (1,538 | ) | | | (805 | ) | | | — | | | | (805 | ) | | | 249 | | | | — | | | | 249 | | Other | | | (4 | ) | | | — | | | | (4 | ) | | | (14 | ) | | | — | | | | (14 | ) | | | (3 | ) | | | — | | | | (3 | ) | | | 3 | | | | — | | | | 3 | | | | (12 | ) | | | — | | | | (12 | ) | | | (18 | ) | | | — | | | | (18 | ) | Subtotal items potentially reclassifiable to profit & loss | | | (2,918 | ) | | | (47 | ) | | | (2,965 | ) | | | (829 | ) | | | 63 | | | | (766 | ) | | | 1,718 | | | | (55 | ) | | | 1,663 | | | | 2,778 | | | | (18 | ) | | | 2,760 | | | | (2,553 | ) | | | (62 | ) | | | (2,615 | ) | | | (518 | ) | | | 82 | | | | (436 | ) | Total other comprehensive income | | | (2,405 | ) | | | (263 | ) | | | (2,668 | ) | | | (1,740 | ) | | | 425 | | | | (1,315 | ) | | | 1,185 | | | | 136 | | | | 1,321 | | | | (7,787 | ) | | | 562 | | | | (7,225 | ) | | | 1,258 | | | | (349 | ) | | | 909 | | | | (365 | ) | | | 547 | | | | 182 | |
Non-controlling interests As of December 31, 2013,2014, no subsidiary has non-controlling interests that would have a material effect on the Group financial statements. 18)EMPLOYEE BENEFITS OBLIGATIONSEmployee benefits obligations Liabilities for employee benefits obligations consist of the following: | As of December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | As of December 31, (M$) | | | 2014 | | | 2013 | | | 2012 | | Pension benefits liabilities | | | 2,244 | | | | 2,774 | | | | 2,413 | | | | 3,751 | | | | 3,095 | | | | 3,656 | | Other benefits liabilities | | | 571 | | | | 701 | | | | 628 | | | | 757 | | | | 788 | | | | 927 | | Restructuring reserves (early retirement plans) | | | 256 | | | | 269 | | | | 344 | | | | 250 | | | | 352 | | | | 356 | | Total | | | 3,071 | | | | 3,744 | | | | 3,385 | | | | 4,758 | | | | 4,235 | | | | 4,939 | | Net liabilities relating to assets held for sale | | | — | | | | 9 | | | | — | | | | 208 | | | | — | | | | 12 | |
| | | 2014 Form 20-F TOTAL S.A. | | F-47 |
Description of plans and risk management The Group operates for the benefit of its current and former employees both defined benefit plans and defined contribution plans. The Group recognized a charge of€97 $157 million for defined contribution plans in 2013.2014 ($129 million in 2013). The Group’s main defined benefit pension plans are located in France, the United Kingdom, the United States, Belgium and Germany. Their main characteristics, depending on the country-specific regulatory environment, are the following: the benefits are usually based on the final salary and seniority; they are usually funded (pension fund or insurer); they are usually closed to new employees who benefit from defined contribution pension plans; and they are paid in annuity or in lump sum. The pension benefits include also termination indemnities and early retirement benefits. The other benefits are employer contributions to post-employment medical care. In order to manage the inherent risks, the Group has implemented a dedicated governance framework to ensure the supervision of the different plans. These governance rules provide for: the Group’s representation in key governance bodies or monitoring committees; the principles of the funding policy; the general investment policy, including for most plans the establishment of a monitoring committee to define and follow the investment strategy and performance and to ensure the principles in respect of investment allocation are respected; a procedure for to approve the establishment of new plans or the amendment of existing plansplans; principles of administration, communication and reportingreporting. | | | 2013 Form 20-F TOTAL S.A. | | F-47 |
Change in benefit obligations and plan assets The fair value of the defined benefit obligation and plan assets in the Consolidated Financial Statements is detailed as follows: | | | Pension benefits | | Other benefits | | | Pension benefits | | Other benefits | | As of December 31, (M€) | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | | As of December 31, (M$) | | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | | Change in benefit obligation | | | | | | | | | | | | | | | | | | | | | | | | | Benefit obligation at beginning of year | | | 10,893 | | | | 9,322 | | | | 8,740 | | | | 701 | | | | 628 | | | | 623 | | | | 14,310 | | | | 14,372 | | | | 12,061 | | | | 788 | | | | 927 | | | | 813 | | Current service cost | | | 219 | | | | 180 | | | | 163 | | | | 16 | | | | 14 | | | | 13 | | | | 281 | | | | 290 | | | | 231 | | | | 16 | | | | 21 | | | | 18 | | Interest cost | | | 388 | | | | 429 | | | | 420 | | | | 23 | | | | 29 | | | | 28 | | | | 560 | | | | 515 | | | | 551 | | | | 31 | | | | 31 | | | | 37 | | Past service cost | | | 9 | | | | 204 | | | | 9 | | | | (51 | ) | | | 8 | | | | 3 | | | | (84 | ) | | | 12 | | | | 262 | | | | (4 | ) | | | (68 | ) | | | 10 | | Settlements | | | (68 | ) | | | — | | | | (111 | ) | | | (1 | ) | | | — | | | | — | | | | 1 | | | | (90 | ) | | | — | | | | — | | | | (1 | ) | | | — | | Plan participants’ contributions | | | 8 | | | | 9 | | | | 9 | | | | — | | | | — | | | | — | | | | 11 | | | | 10 | | | | 12 | | | | — | | | | — | | | | — | | Benefits paid | | | (540 | ) | | | (549 | ) | | | (451 | ) | | | (34 | ) | | | (37 | ) | | | (34 | ) | | | (694 | ) | | | (717 | ) | | | (705 | ) | | | (38 | ) | | | (45 | ) | | | (47 | ) | Actuarial losses (gains) | | | (273 | ) | | | 1,217 | | | | 435 | | | | (69 | ) | | | 58 | | | | (9 | ) | | | 1,281 | | | | (362 | ) | | | 1,563 | | | | 127 | | | | (92 | ) | | | 75 | | Foreign currency translation and other | | | (259 | ) | | | 81 | | | | 108 | | | | (14 | ) | | | 1 | | | | 4 | | | | (1,369 | ) | | | 280 | | | | 397 | | | | (75 | ) | | | 15 | | | | 21 | | Benefit obligation at year-end | | | 10,377 | | | | 10,893 | | | | 9,322 | | | | 571 | | | | 701 | | | | 628 | | | | 14,297 | | | | 14,310 | | | | 14,372 | | | | 845 | | | | 788 | | | | 927 | | of which plans entirely or partially funded | | | 9,632 | | | | 9,918 | | | | 8,277 | | | | — | | | | — | | | | — | | | of which plans not funded | | | 745 | | | | 975 | | | | 1,045 | | | | 571 | | | | 701 | | | | 628 | | | Of which plans entirely or partially funded | | | | 13,448 | | | | 13,283 | | | | 13,086 | | | | — | | | | — | | | | — | | Of which plans not funded | | | | 849 | | | | 1,027 | | | | 1,286 | | | | 845 | | | | 788 | | | | 927 | | Change in fair value of plan assets | | | | | | | | | | | | | | | | | | | | | | | | | Fair value of plan assets at beginning of year | | | (8,148 | ) | | | (7,028 | ) | | | (6,809 | ) | | | — | | | | — | | | | — | | | | (11,293 | ) | | | (10,750 | ) | | | (9,094 | ) | | | — | | | | — | | | | — | | Interest income | | | (307 | ) | | | (339 | ) | | | (338 | ) | | | — | | | | — | | | | — | | | | (463 | ) | | | (408 | ) | | | (435 | ) | | | — | | | | — | | | | — | | Actuarial losses (gains) | | | (187 | ) | | | (366 | ) | | | 108 | | | | — | | | | — | | | | — | | | | 111 | | | | (249 | ) | | | (470 | ) | | | — | | | | — | | | | — | | Settlements | | | 69 | | | | — | | | | 80 | | | | — | | | | — | | | | — | | | | — | | | | 91 | | | | — | | | | — | | | | — | | | | — | | Plan participants’ contributions | | | (8 | ) | | | (9 | ) | | | (9 | ) | | | — | | | | — | | | | — | | | | (11 | ) | | | (10 | ) | | | (12 | ) | | | — | | | | — | | | | — | | Employer contributions | | | (224 | ) | | | (787 | ) | | | (347 | ) | | | — | | | | — | | | | — | | | | (384 | ) | | | (298 | ) | | | (1,011 | ) | | | — | | | | — | | | | — | | Benefits paid | | | 453 | | | | 452 | | | | 386 | | | | — | | | | — | | | | — | | | | 563 | | | | 602 | | | | 580 | | | | — | | | | — | | | | — | | Foreign currency translation and other | | | 163 | | | | (71 | ) | | | (99 | ) | | | — | | | | — | | | | — | | | | 979 | | | | (271 | ) | | | (308 | ) | | | — | | | | — | | | | — | | Fair value of plan assets at year-end | | | (8,189 | ) | | | (8,148 | ) | | | (7,028 | ) | | | — | | | | — | | | | — | | | | (10,498 | ) | | | (11,293 | ) | | | (10,750 | ) | | | — | | | | — | | | | — | | Unfunded status | | | 2,188 | | | | 2,745 | | | | 2,294 | | | | 571 | | | | 701 | | | | 628 | | | | 3,799 | | | | 3,017 | | | | 3,622 | | | | 845 | | | | 788 | | | | 927 | | Asset ceiling | | | 21 | | | | 15 | | | | 14 | | | | — | | | | — | | | | — | | | | 34 | | | | 29 | | | | 20 | | | | — | | | | — | | | | — | | Net recognized amount | | | 2,208 | | | | 2,760 | | | | 2,308 | | | | 571 | | | | 701 | | | | 628 | | | | 3,833 | | | | 3,046 | | | | 3,642 | | | | 845 | | | | 788 | | | | 927 | | Pension benefits and other benefits liabilities | | | 2,244 | | | | 2,774 | | | | 2,413 | | | | 571 | | | | 701 | | | | 628 | | | | 3,751 | | | | 3,095 | | | | 3,656 | | | | 757 | | | | 788 | | | | 927 | | Other non-current assets | | | (36 | ) | | | (23 | ) | | | (105 | ) | | | — | | | | — | | | | — | | | | (38 | ) | | | (49 | ) | | | (26 | ) | | | — | | | | — | | | | — | | Net benefit liabilities relating to assets held for sale | | | — | | | | 9 | | | | — | | | | — | | | | — | | | | — | | | | 120 | | | | — | | | | 12 | | | | 88 | | | | — | | | | — | |
| | | F-48 | | TOTAL S.A. Form 20-F 2014 |
The amounts recognized in the consolidated income statement and the consolidated statement of comprehensive income for defined benefit plans are detailed as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | Pension benefits | | | Other benefits | | As of December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | 2013 | | | 2012 | | | 2011 | | Current service cost | | | 219 | | | | 180 | | | | 163 | | | | 16 | | | | 14 | | | | 13 | | Past service cost | | | 9 | | | | 204 | | | | 9 | | | | (51 | ) | | | 8 | | | | 3 | | Settlements | | | 1 | | | | — | | | | (31 | ) | | | (1 | ) | | | — | | | | — | | Net interest cost | | | 81 | | | | 90 | | | | 82 | | | | 23 | | | | 29 | | | | 28 | | Benefit amounts recognized in Profit & Loss | | | 310 | | | | 474 | | | | 223 | | | | (13 | ) | | | 51 | | | | 44 | | Actuarial (Gains) Losses | | | | | | | | | | | | | | | | | | | | | | | | | — Effect of changes in demographic assumptions | | | 4 | | | | 32 | | | | 64 | | | | (7 | ) | | | (1 | ) | | | (9 | ) | — Effect of changes in financial assumptions | | | (226 | ) | | | 1,030 | | | | 419 | | | | (51 | ) | | | 67 | | | | 10 | | — Effect of experience adjustments | | | (51 | ) | | | 155 | | | | (48 | ) | | | (11 | ) | | | (8 | ) | | | (10 | ) | — Actual return on plan assets (excluding interest income) | | | (187 | ) | | | (366 | ) | | | 108 | | | | — | | | | — | | | | — | | Effect of asset ceiling | | | 16 | | | | 2 | | | | (1 | ) | | | — | | | | — | | | | — | | Benefit amounts recognized in Equity | | | (444 | ) | | | 853 | | | | 542 | | | | (69 | ) | | | 58 | | | | (9 | ) | Total benefit amounts recognized in other comprehensive income | | | (134 | ) | | | 1,327 | | | | 765 | | | | (82 | ) | | | 109 | | | | 35 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Pension benefits | | | Other benefits | | For the year ended December 31, (M$) | | 2014 | | | 2013 | | | 2012 | | | 2014 | | | 2013 | | | 2012 | | Current service cost | | | 281 | | | | 290 | | | | 231 | | | | 16 | | | | 21 | | | | 18 | | Past service cost | | | (84 | ) | | | 12 | | | | 262 | | | | (4 | ) | | | (68 | ) | | | 10 | | Settlements | | | 1 | | | | 1 | | | | — | | | | — | | | | (1 | ) | | | — | | Net interest cost | | | 97 | | | | 107 | | | | 116 | | | | 31 | | | | 31 | | | | 37 | | Benefit amounts recognized on Profit & Loss | | | 295 | | | | 410 | | | | 609 | | | | 43 | | | | (17 | ) | | | 65 | | — Actuarial (Gains) Losses | | | | | | | | | | | | | | | | | | | | | | | | | * Effect of changes in demographic assumptions | | | 178 | | | | 5 | | | | 41 | | | | 18 | | | | (9 | ) | | | (1 | ) | * Effect of changes in financial assumptions | | | 1,295 | | | | (299 | ) | | | 1,323 | | | | 129 | | | | (68 | ) | | | 86 | | * Effect of experience adjustments | | | (192 | ) | | | (68 | ) | | | 199 | | | | (20 | ) | | | (15 | ) | | | (10 | ) | * Actual return on plan assets (excluding interest income) | | | 111 | | | | (249 | ) | | | (470 | ) | | | — | | | | — | | | | — | | — Effect of asset ceiling | | | 7 | | | | 21 | | | | 3 | | | | — | | | | — | | | | — | | Benefit amounts recognized on Equity | | | 1,399 | | | | (590 | ) | | | 1,096 | | | | 127 | | | | (92 | ) | | | 75 | | Total benefit amounts recognized on other comprehensive income | | | 1,694 | | | | (180 | ) | | | 1,705 | | | | 170 | | | | (109 | ) | | | 140 | |
The past service cost recognized in 2012 for€204 $262 million is mainly due to the amendment of certain French plans. | | | F-48 | | TOTAL S.A. Form 20-F 2013 |
Expected future cash out flow The average duration of accrued benefits is approximately 15 years for defined pension benefits and 1418 years for other benefits. The Group expects to pay contributions of€183 $212 million in respect of funded pension plans in 2014.2015. Estimated future benefits either financed from plan assets or directly paid by the employer are detailed as follows: | Estimated future payments | | | | | | | | As of December 31, (M€) | | Pension benefits | | | Other benefits | | | 2014 | | | 566 | | | | 29 | | | Estimated future payments (M$) | | | Pension benefits | | | Other benefits | | 2015 | | | 540 | | | | 29 | | | | 768 | | | | 34 | | 2016 | | | 550 | | | | 30 | | | | 759 | | | | 35 | | 2017 | | | 583 | | | | 30 | | | | 967 | | | | 35 | | 2018 | | | 541 | | | | 30 | | | | 747 | | | | 35 | | 2019-2023 | | | 2,896 | | | | 159 | | | 2019 | | | | 792 | | | | 36 | | 2020-2024 | | | | 4,202 | | | | 181 | |
Type of assets | Asset allocation | | Pension benefits | | | Pension benefits | | As of December 31, | | 2013 | | | 2012 | | | 2011 | | | 2014 | | 2013 | | 2012 | | Equity securities | | | 30 | % | | | 29 | % | | | 29% | | | | 29 | % | | | 30 | % | | | 29% | | Debt securities | | | 64 | % | | | 64 | % | | | 64% | | | | 43 | % | | | 64 | % | | | 64% | | Monetary | | | 2 | % | | | 3 | % | | | 4% | | | | 3 | % | | | 2 | % | | | 3% | | Annuity contracts | | | | 21 | % | | | — | | | | — | | Real estate | | | 4 | % | | | 4 | % | | | 3% | | | | 4 | % | | | 4 | % | | | 4% | |
Investments on equity and debt markets are quoted on active markets. An annuity purchase transaction (buy-in) was completed during 2014 to cover the risks for part of the beneficiaries population in the United Kingdom. This investment resulted in an actuarial loss of $(471) million recognized in other comprehensive income. | | | 2014 Form 20-F TOTAL S.A. | | F-49 |
Main actuarial assumptions and sensitivity analysis | Assumptions used to determine benefits obligations | | Pension benefits | | Other benefits | | | | | Pension benefits | | Other benefits | | As of December 31, | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | | | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | | Discount rate (weighted average for all regions) | | | | | 4.14 | % | | | 3.79 | % | | | 4.61 | % | | | 4.14 | % | | | 3.82 | % | | | 4.70 | % | | | | | 3.06 | % | | | 4.14 | % | | | 3.79 | % | | | 3.12 | % | | | 4.14 | % | | | 3.82 | % | | | Of which Euro zone | | | 3.40 | % | | | 3.20 | % | | | 4.21 | % | | | 3.44 | % | | | 3.19 | % | | | 4.25 | % | | Of which Euro zone | | | 1.95 | % | | | 3.40 | % | | | 3.20 | % | | | 2.22 | % | | | 3.44 | % | | | 3.19 | % | | | Of which United States | | | 4.74 | % | | | 4.00 | % | | | 5.00 | % | | | 4.71 | % | | | 4.00 | % | | | 4.97 | % | | Of which United States | | | 4.00 | % | | | 4.74 | % | | | 4.00 | % | | | 4.00 | % | | | 4.71 | % | | | 4.00 | % | | | Of which United Kingdom | | | 4.50 | % | | | 4.25 | % | | | 4.75 | % | | | | | | | | Of which United Kingdom | | | 3.75 | % | | | 4.50 | % | | | 4.25 | % | | | — | | | | — | | | | — | | Inflation rate (weighted average for all regions) | | | | | 2.67 | % | | | 2.24 | % | | | 2.35 | % | | | | | | | | | | | 2.44 | % | | | 2.67 | % | | | 2.24 | % | | | — | | | | — | | | | — | | | | Of which Euro zone | | | 2.00 | % | | | 2.00 | % | | | 2.00 | % | | | | | | | | Of which Euro zone | | | 1.75 | % | | | 2.00 | % | | | 2.00 | % | | | — | | | | — | | | | — | | | | Of which United Kingdom | | | 3.50 | % | | | 2.75 | % | | | 3.00 | % | | | Of which United Kingdom | | | 3.25 | % | | | 3.50 | % | | | 2.75 | % | | | — | | | | — | | | | — | |
The discount rate retained is determined by reference to the high quality rates for AA-rated corporate bonds for a duration equivalent to that of the obligations. It derives from a benchmark per monetary area of different market data at the closing date. A 0.5% increase or decrease in discount rates – all other things being equal – would have the following approximate impact on the benefit obligation: | | | | | | | | | (M€) | | 0.5% increase | | | 0.5% decrease | | Benefit obligation as of December 31, 2013 | | | (728 | ) | | | 827 | |
| | | | | | | | | (M$) | | 0.5% increase | | | 0.5% decrease | | Benefit obligation as of December 31, 2014 | | | (1,031 | ) | | | 1,167 | |
A 0.5% increase or decrease in inflation rates – all other things being equal – equal—would have the following approximate impact on the benefit obligation: | | | | | | | | | (M€) | | 0.5% increase | | | 0.5% decrease | | Benefit obligation as of December 31, 2013 | | | 497 | | | | (454 | ) |
| | | 2013 Form 20-F TOTAL S.A. | | F-49 |
| | | | | | | | | (M$) | | 0.5% increase | | | 0.5% decrease | | Benefit obligation as of December 31, 2014 | | | 718 | | | | (636 | ) |
19)PROVISIONS AND OTHER NON-CURRENT LIABILITIESProvisions and other non-current liabilities | As of December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | As of December 31, (M$) | | | 2014 | | | 2013 | | | 2012 | | Litigations and accrued penalty claims | | | 624 | | | | 930 | | | | 572 | | | | 1,040 | | | | 862 | | | | 1,227 | | Provisions for environmental contingencies | | | 841 | | | | 556 | | | | 600 | | | | 994 | | | | 1,160 | | | | 733 | | Asset retirement obligations | | | 9,287 | | | | 7,624 | | | | 6,884 | | | | 13,121 | | | | 12,808 | | | | 10,059 | | Other non-current provisions | | | 1,104 | | | | 1,028 | | | | 1,099 | | | | 1,528 | | | | 1,522 | | | | 1,357 | | Other non-current liabilities | | | 845 | | | | 1,447 | | | | 1,754 | | | | 862 | | | | 1,165 | | | | 1,909 | | Total | | | 12,701 | | | | 11,585 | | | | 10,909 | | | | 17,545 | | | | 17,517 | | | | 15,285 | |
In 2013,2014, litigation reserves mainly include a provision of€624 $1,040 million of which€506 $861 million is in the Upstream, notably in Angola and Nigeria. Other risks and commitments that give rise to contingent liabilities are described in Note 32 to the Consolidated Financial Statements. In 2013,2014, other non-current provisions mainly include: The contingency reserve related to the Toulouse-AZF plant explosion (civil liability) for€13 million as of December 31, 2013;
Provisions related to restructuringsales of activities in the Refining & Chemicals and Marketing & Services segments for€199 $241 million as of December 31, 2013;2014; Provisions for financial risks related to non-consolidated and equity consolidated affiliates for€172 $228 million as of December 31, 2013;2014; and The contingency reserve regarding guarantees granted in relation to solar panels of SunPower for€108 $155 million as of December 31, 2013.2014. In 2013,2014, 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€92 $32 million debt related to the acquisition of an interest in the liquids-rich area of the Utica shale play (see Note 3play. In 2013, litigation reserves mainly included a provision of $862 million of which $698 million is in the Upstream, notably in Angola and Nigeria. In 2013, other non-current provisions mainly included: Provisions related to restructuring activities in the Refining & Chemicals and Marketing & Services segments for $275 million as of December 31, 2013; Provisions for financial risks related to non-consolidated and equity consolidated affiliates for $238 million as of December 31, 2013; and The contingency reserve regarding guarantees granted in relation to solar panels of SunPower for $149 million as of December 31, 2013. In 2013, 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 $127 million debt related to the Consolidated Financial Statements).acquisition of an interest in the liquids-rich area of the Utica shale play. | | | F-50 | | TOTAL S.A. Form 20-F 2014 |
In 2012, litigation reserves mainly included a provision of $398 million in relation to a transaction in progress with the United States Securities and Exchange Commission (SEC) and the Department of Justice (DoJ) in the United States (see Note 32 to the Consolidated Financial Statements). It also included a provision covering risks concerning antitrust investigations related to Arkema for an amount of€17 $22 million as of December 31, 2012. Other risks and commitments that give rise to contingent liabilities are described in Note 32 to the Consolidated Financial Statements. In 2012, other non-current provisions mainly included: The contingency reserve related to the Toulouse-AZF plant explosion (civil liability) for€17 million as of December 31, 2012;
Provisions related to restructuring activities in the Refining & Chemicals and Marketing & Services segments for€196 $259 million as of December 31, 2012; Provisions for financial risks related to non-consolidated and equity consolidated affiliates for€147 $193 million as of December 31, 2012; and The contingency reserve regarding to guarantees granted in relation to solar panels of SunPower for€89 $117 million as of December 31, 2012. In 2012, 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€737 million debt related to the acquisition of an interest in theliquids-rich area of the Utica shale play (see Note 3 to the Consolidated Financial Statements). In 2011, litigation reserves mainly included 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 included:
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 Refining & Chemicals and Marketing & Services segments for€227 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.
| | | F-50 | | TOTAL S.A. Form 20-F 2013 |
In 2011, 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€991 $973 million debt related to the acquisition of an interest in the liquids-rich area of the Utica shale play (see Note 3play.
Other risks and commitments that give rise to contingent liabilities are described in note 32 to the Consolidated Financial Statements).Statements. Changes in provisions and other non-current liabilities Changes in provisions and other non-current liabilities are as follows: | (M€) | | As of January 1, | | | Allowances | | | Reversals | | Currency translation adjustment | | Other | | | As of December 31, | | | (M$) | | | As of January 1, | | | Allowances | | | Reversals | | Currency translation adjustment | | Other | | | As of December 31, | | 2014 | | | | 17,517 | | | | 1,463 | | | | (1,029 | ) | | | (1,228 | ) | | | 822 | | | | 17,545 | | 2013 | | | 11,585 | | | | 1,309 | | | | (1,014 | ) | | | (612 | ) | | | 1,433 | | | | 12,701 | | | | 15,285 | | | | 1,738 | | | | (1,347 | ) | | | (64 | ) | | | 1,905 | | | | 17,517 | | 2012 | | | 10,909 | | | | 1,217 | | | | (887 | ) | | | 47 | | | | 299 | | | | 11,585 | | | | 14,114 | | | | 1,564 | | | | (1,140 | ) | | | 363 | | | | 384 | | | | 15,285 | | 2011 | | | 9,098 | | | | 921 | | | | (798 | ) | | | 227 | | | | 1,461 | | | | 10,909 | | |
Allowances In 2014, allowances for the period ($1,463 million) mainly includes: Asset retirement obligations for $543 million (accretion); Environmental contingencies for $69 million in the Marketing & Services and Refining & Chemicals segments; Provisions related to restructuring of activities for $38 million. In 2013, allowances for the period (€1,309($1,738 million) mainly includes:included: Asset retirement obligations for€439 $584 million (accretion); Environmental contingencies for€358 $475 million in the Marketing & Services and Refining & Chemicals segments, of which€272 $361 million is related to the Carling site in France; Provisions related to restructuring of activities for€117 $155 million. In 2012, allowances of the period (€1,217($1,564 million) mainly included: Asset retirement obligations for€405 $520 million (accretion); Environmental contingencies for€74 $95 million in the Marketing & Services and Refining & Chemicals segments; Provisions related to restructuring of activities for€74 $95 million. A provision of $398 million in relation to a transaction in progress with the United States Securities and Exchange Commission (SEC) and the Department of Justice (DoJ) in the United States (see Note 32 to the Consolidated Financial Statements). In 2011, allowances of the period (€921 million) mainly included:
Asset retirement obligations for€344 million (accretion);
Environmental contingencies for€100 million in the Refining & Chemicals segments; and
Provisions related to restructuring of activities for€79 million.
Reversals In 2013,2014, reversals of the period (€1,014($1,029 million) are mainly related to the following incurred expenses: Provisions for asset retirement obligations for $440 million; Environmental contingencies written back for $98 million; | | | 2014 Form 20-F TOTAL S.A. | | F-51 |
Provisions for restructuring and social plans written back for $80 million. In 2013, reversals of the period ($1,347 million) were mainly related to the following incurred expenses: A provision of $398 million in relation to a transaction in progress with the United States Securities and Exchange Commission (SEC) and the Department of Justice (DoJ) in the United States (see Note 32 to the Consolidated Financial Statements). Provisions for asset retirement obligations for€287 $381 million; Environmental contingencies written back for€75 $99 million; The contingency reserve related to the Toulouse-AZF plant explosion (civil liability), written back for€4 million;
Provisions for restructuring and social plans written back for€76 $100 million. In 2012, reversals of the period (€887($1,140 million) were mainly related to the following incurred expenses: Provisions for asset retirement obligations for€314 $403 million; Environmental contingencies written back for€109 $140 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€81 $104 million; and Provisions for restructuring and social plans written back for€111 $142 million. | | | 2013 Form 20-F TOTAL S.A. | | F-51 |
In 2011, reversals of the period (€798 million) were mainly related to the following incurred expenses:
Provisions for asset retirement obligations for€189 million;
Environmental contingencies written back for€70 million;
The contingency reserve related to the Toulouse-AZF plant explosion (civil liability), written back for€10 million;
The contingency reserve related to the Buncefield depot explosion (civil liability), written back for€116 million; and
Provisions for restructuring and social plans written back for€164 million.
Changes in the asset retirement obligation Changes in the asset retirement obligation are as follows: | (M€) | | As of January 1, | | | Accretion | | | Revision in estimates | | | New obligations | | | Spending on existing obligations | | Currency translation adjustment | | Other | | As of December 31, | | | (M$) | | | As of January 1, | | | Accretion | | | Revision in estimates | | | New obligations | | | Spending on existing obligations | | Currency translation adjustment | | Other | | As of December 31, | | 2014 | | | | 12,808 | | | | 543 | | | | 1,007 | | | | 359 | | | | (440 | ) | | | (902 | ) | | | (254 | ) | | | 13,121 | | 2013 | | | 7,624 | | | | 439 | | | | 1,653 | | | | 416 | | | | (287 | ) | | | (523 | ) | | | (35 | ) | | | 9,287 | | | | 10,059 | | | | 584 | | | | 2,196 | | | | 552 | | | | (381 | ) | | | (156 | ) | | | (46 | ) | | | 12,808 | | 2012 | | | 6,884 | | | | 405 | | | | 183 | | | | 115 | | | | (314 | ) | | | 82 | | | | 269 | | | | 7,624 | | | | 8,907 | | | | 520 | | | | 236 | | | | 149 | | | | (403 | ) | | | 307 | | | | 343 | | | | 10,059 | | 2011 | | | 5,917 | | | | 344 | | | | 330 | | | | 323 | | | | (189 | ) | | | 150 | | | | 9 | | | | 6,884 | | |
In 2014 the heading “Revision in estimates” includes additional provisions in respect of asset restitution costs. In 2013 the heading “Revision in estimates” includesincluded additional provisions in respect of asset restitution costs and the impact of the revision of the discount rate. In 2012 the heading “Other” included€385 a $495 million increase in provisions to cover the costs of abandonment of wells in the Elgin-Franklin field (Great Britain) that will not return to production, and a€183 $235 million increase in provisions for the restoration of the Lacq site in France on which activities are going to be stopped. These amounts wereare partially offset by sales of assets notably in Great Britain and Norway that have been reclassified in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” (see Note 34 to the Consolidated Financial Statements). 20)FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTSFinancial debt and related financial instruments A) | | NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTSNon-current financial debt and related financial instruments |
| As of December 31, 2013 (M€) (Assets) / Liabilities | | Secured | | | Unsecured | | Total | | | As of December 31, 2014 (M$) (Assets) / Liabilities | | | Secured | | | Unsecured | | Total | | Non-current financial debt | | | 519 | | | | 24,550 | | | | 25,069 | | | | 798 | | | | 44,683 | | | | 45,481 | | of which hedging instruments of non-current financial debt (liabilities) | | | — | | | | 236 | | | | 236 | | | | — | | | | 944 | | | | 944 | | Hedging instruments of non-current financial debt (assets)(a) | | | — | | | | (1,028 | ) | | | (1,028 | ) | | | — | | | | (1,319 | ) | | | (1,319 | ) | Non-current financial debt — net of hedging instruments | | | 519 | | | | 23,522 | | | | 24,041 | | | Non-current financial debt – net of hedging instruments | | | | 798 | | | | 43,364 | | | | 44,162 | | Bonds after fair value hedge | | | — | | | | 18,828 | | | | 18,828 | | | | — | | | | 36,558 | | | | 36,558 | | Fixed rate bonds and bonds after cash flow hedge | | | — | | | | 4,408 | | | | 4,408 | | | | — | | | | 6,155 | | | | 6,155 | | Bank and other, floating rate | | | 125 | | | | 179 | | | | 304 | | | | 265 | | | | 395 | | | | 660 | | Bank and other, fixed rate | | | 114 | | | | 107 | | | | 221 | | | | 215 | | | | 256 | | | | 471 | | Financial lease obligations | | | 280 | | | | — | | | | 280 | | | | 318 | | | | — | | | | 318 | | Non-current financial debt — net of hedging instruments | | | 519 | | | | 23,522 | | | | 24,041 | | | Non-current financial debt – net of hedging instruments | | | | 798 | | | | 43,364 | | | | 44,162 | |
(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. |
| | | F-52 | | TOTAL S.A. Form 20-F 20132014 |
| As of December 31, 2012 (M€) (Assets) / Liabilities | | Secured | | | Unsecured | | Total | | | As of December 31, 2013 (M$) (Assets) / Liabilities | | | Secured | | | Unsecured | | Total | | Non-current financial debt | | | 713 | | | | 21,561 | | | | 22,274 | | | | 717 | | | | 33,857 | | | | 34,574 | | of which hedging instruments of non-current financial debt (liabilities) | | | — | | | | 11 | | | | 11 | | | | — | | | | 325 | | | | 325 | | Hedging instruments of non-current financial debt (assets)(a) | | | — | | | | (1,626 | ) | | | (1,626 | ) | | | — | | | | (1,418 | ) | | | (1,418 | ) | Non-current financial debt — net of hedging instruments | | | 713 | | | | 19,935 | | | | 20,648 | | | | 717 | | | | 32,439 | | | | 33,156 | | Bonds after fair value hedge | | | — | | | | 15,227 | | | | 15,227 | | | | — | | | | 25,965 | | | | 25,965 | | Fixed rate bonds and bonds after cash flow hedge | | | — | | | | 4,504 | | | | 4,504 | | | | — | | | | 6,079 | | | | 6,079 | | Bank and other, floating rate | | | 306 | | | | 29 | | | | 335 | | | | 173 | | | | 247 | | | | 420 | | Bank and other, fixed rate | | | 81 | | | | 168 | | | | 249 | | | | 158 | | | | 148 | | | | 306 | | Financial lease obligations | | | 326 | | | | 7 | | | | 333 | | | | 386 | | | | — | | | | 386 | | Non-current financial debt — net of hedging instruments | | | 713 | | | | 19,935 | | | | 20,648 | | | | 717 | | | | 32,439 | | | | 33,156 | |
(a) | See the description of these hedging instruments in Notes 1 paragraph M(iii) “Long-term financing”, 28 and 29 to the Consolidated Financial Statements. |
| As of December 31, 2011 (M€) (Assets) / Liabilities | | Secured | | | Unsecured | | Total | | | As of December 31, 2012 (M$) (Assets) / Liabilities | | | Secured | | | Unsecured | | Total | | Non-current financial debt | | | 349 | | | | 22,208 | | | | 22,557 | | | | 941 | | | | 28,451 | | | | 29,392 | | of which hedging instruments of non-current financial debt (liabilities) | | | — | | | | 146 | | | | 146 | | | | — | | | | 14 | | | | 14 | | Hedging instruments of non-current financial debt (assets)(a) | | | — | | | | (1,976 | ) | | | (1,976 | ) | | | — | | | | (2,145 | ) | | | (2,145 | ) | Non-current financial debt — net of hedging instruments | | | 349 | | | | 20,232 | | | | 20,581 | | | | 941 | | | | 26,306 | | | | 27,247 | | Bonds after fair value hedge | | | — | | | | 15,148 | | | | 15,148 | | | | — | | | | 20,095 | | | | 20,095 | | Fixed rate bonds and bonds after cash flow hedge | | | — | | | | 4,424 | | | | 4,424 | | | | — | | | | 5,943 | | | | 5,943 | | Bank and other, floating rate | | | 129 | | | | 446 | | | | 575 | | | | 404 | | | | 38 | | | | 442 | | Bank and other, fixed rate | | | 76 | | | | 206 | | | | 282 | | | | 107 | | | | 221 | | | | 328 | | Financial lease obligations | | | 144 | | | | 8 | | | | 152 | | | | 430 | | | | 9 | | | | 439 | | Non-current financial debt — net of hedging instruments | | | 349 | | | | 20,232 | | | | 20,581 | | | | 941 | | | | 26,306 | | | | 27,247 | |
(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. |
| | | 2014 Form 20-F TOTAL S.A. | | F-53 |
Fair
The fair value of bonds, as of December 31, 2013,2014, 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, 2013 | | | Fair value after hedging as of December 31, 2012 | | | Fair value after hedging as of December 31, 2011 | | | Currency | | | Maturity | | | Initial rate before hedging instruments | Parent company | | | | | | | | | | | | | | | | | | | | | | | | | | | Bond | | | 1998 | | | | — | | | | 127 | | | | 129 | | | | FRF | | | | 2013 | | | 5.000% | Current portion (less than one year) | | | | | | | — | | | | (127 | ) | | | — | | | | | | | | | | | | Total Parent company | | | | | | | — | | | | — | | | | 129 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Bonds after fair value hedge (M$) | | Currency of issuance | | | Fair value after hedging as of December 31, 2014 | | | Fair value after hedging as of December 31, 2013 | | | Fair value after hedging as of December 31, 2012 | | | Range of maturities | | | Range of initial rate before hedging instruments | | Bond | | | FRF | | | | — | | | | — | | | | 168 | | | | 2013 | | | | 5.000% | | Bond | | | USD | | | | 16,385 | | | | 12,733 | | | | 8,833 | | | | 2013 to 2024 | | | | 0.750% to 5.750% | | Bond | | | USD | | | | 2,385 | | | | 2,553 | | | | 1,728 | | | | 2013 to 2020 | | |
| USLIBOR 3 month + 0.03%
to USLIBOR 3 month + 0.75% |
| Bond | | | CHF | | | | 2,161 | | | | 2,234 | | | | 2,863 | | | | 2013 to 2024 | | | | 1.010% to 3.135% | | Bond | | | NZD | | | | 251 | | | | 138 | | | | 137 | | | | 2014 to 2020 | | | | 4.750% to 6.750% | | Bond | | | AUD | | | | 1,689 | | | | 1,309 | | | | 1,457 | | | | 2013 to 2021 | | | | 3.750% to 7.500% | | Bond | | | EUR | | | | 12,127 | | | | 7,956 | | | | 6,613 | | | | 2013 to 2044 | | | | 1.125% to 4.875% | | Bond | | | EUR | | | | 1,638 | | | | 390 | | | | — | | | | 2020 | | |
| EURIBOR 3 month + 0.30%
to EURIBOR 3 month + 0.31% |
| Bond | | | CAD | | | | 288 | | | | 339 | | | | 244 | | | | 2014 to 2020 | | | | 2.000% to 2.500% | | Bond | | | GBP | | | | 1,662 | | | | 1,241 | | | | 1,899 | | | | 2013 to 2020 | | | | 2.250% to 5.500% | | Bond | | | GBP | | | | 468 | | | | — | | | | — | | | | 2019 | | | | GBLIB3M + 0.30% | | Bond | | | JPY | | | | — | | | | 110 | | | | 106 | | | | 2014 | | | | 1.505% to 1.723% | | Bond | | | JPY | | | | — | | | | — | | | | 197 | | | | 2013 | | | | EURIBOR 6 month + 0.008% | | Bond | | | NOK | | | | 566 | | | | 565 | | | | 462 | | | | 2016 to 2018 | | | | 2.250% to 4.000% | | Bond | | | HKD | | | | 213 | | | | 150 | | | | 144 | | | | 2014 to 2025 | | | | 2.920% to 4.180% | | Bond | | | SEK | | | | 95 | | | | 94 | | | | 91 | | | | 2016 | | | | 3.625% | | Current portion (less than one year) | | | | | | | (4,068 | ) | | | (4,545 | ) | | | (5,545 | ) | | | | | | | | | Total Principal Financing Entities (a)+(b)+(c) | | | | | | | 35,860 | | | | 25,267 | | | | 19,397 | | | | | | | | | | Other Consolidated Subsidiaries | | | | 698 | | | | 698 | | | | 698 | | | | | | | | | | Total bonds after fair value hedge | | | | 36,558 | | | | 25,965 | | | | 20,095 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Bonds after fair value hedge (M€) | | Year of issue | | | Fair value after hedging as of December 31, 2013 | | | Fair value after hedging as of December 31, 2012 | | | Fair value after hedging as of December 31, 2011 | | | Currency | | | Maturity | | | Initial rate before hedging instruments | TOTAL CAPITAL(a) | | | | | | | | | | | | | | | | | | | | | | | | | | | Bond | | | 2002 | | | | — | | | | — | | | | 15 | | | | USD | | | | 2012 | | | 5.890% | Bond | | | 2003 | | | | — | | | | 23 | | | | 23 | | | | USD | | | | 2013 | | | 4.500% | Bond | | | 2004 | | | | — | | | | — | | | | 129 | | | | CHF | | | | 2012 | | | 2.375% | Bond | | | 2004 | | | | 49 | | | | 51 | | | | 52 | | | | NZD | | | | 2014 | | | 6.750% | Bond | | | 2005 | | | | — | | | | — | | | | 63 | | | | AUD | | | | 2012 | | | 5.750% | Bond | | | 2005 | | | | — | | | | — | | | | 200 | | | | CHF | | | | 2012 | | | 2.135% | Bond | | | 2005 | | | | — | | | | — | | | | 65 | | | | CHF | | | | 2012 | | | 2.135% | Bond | | | 2005 | | | | — | | | | — | | | | 97 | | | | CHF | | | | 2012 | | | 2.375% | Bond | | | 2005 | | | | — | | | | — | | | | 404 | | | | EUR | | | | 2012 | | | 3.250% | Bond | | | 2005 | | | | — | | | | — | | | | 57 | | | | NZD | | | | 2012 | | | 6.500% | Bond | | | 2006 | | | | — | | | | — | | | | 62 | | | | AUD | | | | 2012 | | | 5.625% | Bond | | | 2006 | | | | — | | | | — | | | | 72 | | | | CAD | | | | 2012 | | | 4.125% |
| | | | | | | | | | | | | | | | | | | | | | | | | Bonds after cash flow hedge and fixed rate bonds (M$) | | Currency of issuance | | | Fair value after hedging as of December 31, 2014 | | | Fair value after hedging as of December 31, 2013 | | | Fair value after hedging as of December 31, 2012 | | | Range of maturities | | | Range of initial rate before hedging instruments | | Bond | | | EUR | | | | 1,986 | | | | 2,007 | | | | 2,147 | | | | 2019 to 2024 | | | | 4.875% to 5.125% | | Bond | | | USD | | | | 3,750 | | | | 3,749 | | | | 3,250 | | | | 2020 to 2023 | | | | 2.750% to 4.450% | | Bond | | | CNY | | | | 172 | | | | 177 | | | | — | | | | 2018 | | | | 3.750% | | Current portion (less than one year) | | | | | | | — | | | | — | | | | — | | | | | | | | | | Total Principal Financing Entities (a)+(b)+(c) | | | | | | | 5,908 | | | | 5,933 | | | | 5,397 | | | | | | | | | | Other Consolidated Subsidiaries | | | | | | | 247 | | | | 146 | | | | 546 | | | | | | | | | | Total bonds after cash flow hedge and fixed rate bonds | | | | | | | 6,155 | | | | 6,079 | | | | 5,943 | | | | | | | | | |
| | | 2013 Form 20-F TOTAL S.A. | | F-53 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Bonds after fair value hedge (M€) | | Year of issue | | | Fair value after hedging as of December 31, 2013 | | | Fair value after hedging as of December 31, 2012 | | | Fair value after hedging as of December 31, 2011 | | | Currency | | | Maturity | | | Initial rate before hedging instruments | Bond | | | 2006 | | | | — | | | | — | | | | 100 | | | | EUR | | | | 2012 | | | 3.250% | Bond | | | 2006 | | | | — | | | | — | | | | 74 | | | | GBP | | | | 2012 | | | 4.625% | Bond | | | 2006 | | | | — | | | | — | | | | 100 | | | | EUR | | | | 2012 | | | 3.250% | Bond | | | 2006 | | | | — | | | | 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 | | | | — | | | | — | | | | 370 | | | | USD | | | | 2012 | | | 5.000% | Bond | | | 2007 | | | | — | | | | — | | | | 222 | | | | USD | | | | 2012 | | | 5.000% | Bond | | | 2007 | | | | — | | | | — | | | | 61 | | | | AUD | | | | 2012 | | | 6.500% | Bond | | | 2007 | | | | — | | | | — | | | | 72 | | | | CAD | | | | 2012 | | | 4.125% | Bond | | | 2007 | | | | — | | | | — | | | | 71 | | | | GBP | | | | 2012 | | | 4.625% | Bond | | | 2007 | | | | — | | | | 300 | | | | 300 | | | | EUR | | | | 2013 | | | 4.125% | Bond | | | 2007 | | | | — | | | | 73 | | | | 73 | | | | GBP | | | | 2013 | | | 5.500% | Bond | | | 2007 | | | | — | | | | 305 | | | | 306 | | | | GBP | | | | 2013 | | | 5.500% | Bond | | | 2007 | | | | — | | | | 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% | Bond | | | 2007 | | | | 60 | | | | 60 | | | | 60 | | | | CHF | | | | 2018 | | | 3.135% | Bond | | | 2008 | | | | — | | | | — | | | | 62 | | | | CHF | | | | 2012 | | | 2.135% | Bond | | | 2008 | | | | — | | | | — | | | | 124 | | | | CHF | | | | 2012 | | | 3.635% | Bond | | | 2008 | | | | — | | | | — | | | | 46 | | | | CHF | | | | 2012 | | | 2.385% | Bond | | | 2008 | | | | — | | | | — | | | | 92 | | | | CHF | | | | 2012 | | | 2.385% | Bond | | | 2008 | | | | — | | | | — | | | | 64 | | | | CHF | | | | 2012 | | | 2.385% | Bond | | | 2008 | | | | — | | | | — | | | | 50 | | | | EUR | | | | 2012 | | | 3.250% | Bond | | | 2008 | | | | — | | | | — | | | | 63 | | | | GBP | | | | 2012 | | | 4.625% | Bond | | | 2008 | | | | — | | | | — | | | | 63 | | | | GBP | | | | 2012 | | | 4.625% | Bond | | | 2008 | | | | — | | | | — | | | | 63 | | | | GBP | | | | 2012 | | | 4.625% | Bond | | | 2008 | | | | — | | | | — | | | | 62 | | | | NOK | | | | 2012 | | | 6.000% | Bond | | | 2008 | | | | — | | | | — | | | | 69 | | | | USD | | | | 2012 | | | 5.000% | Bond | | | 2008 | | | | — | | | | 60 | | | | 60 | | | | AUD | | | | 2013 | | | 7.500% | Bond | | | 2008 | | | | — | | | | 61 | | | | 61 | | | | AUD | | | | 2013 | | | 7.500% | Bond | | | 2008 | | | | — | | | | 127 | | | | 128 | | | | CHF | | | | 2013 | | | 3.135% | Bond | | | 2008 | | | | — | | | | 62 | | | | 62 | | | | CHF | | | | 2013 | | | 3.135% | Bond | | | 2008 | | | | — | | | | 200 | | | | 200 | | | | EUR | | | | 2013 | | | 4.125% | Bond | | | 2008 | | | | — | | | | 100 | | | | 100 | | | | EUR | | | | 2013 | | | 4.125% | Bond | | | 2008 | | | | — | | | | 999 | | | | 1,000 | | | | EUR | | | | 2013 | | | 4.750% | Bond | | | 2008 | | | | — | | | | 63 | | | | 63 | | | | GBP | | | | 2013 | | | 5.500% | Bond | | | 2008 | | | | — | | | | 149 | | | | 149 | | | | JPY | | | | 2013 | | | EURIBOR 6 months + 0.008% | Bond | | | 2008 | | | | — | | | | 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 | | | | AUD | | | | 2013 | | | 5.500% | Bond | | | 2009 | | | | — | | | | 54 | | | | 54 | | | | AUD | | | | 2013 | | | 5.500% | Bond | | | 2009 | | | | — | | | | 236 | | | | 236 | | | | CHF | | | | 2013 | | | 2.500% | Bond | | | 2009 | | | | — | | | | 77 | | | | 77 | | | | USD | | | | 2013 | | | 4.000% |
| | | F-54 | | TOTAL S.A. Form 20-F 2013 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Bonds after fair value hedge (M€) | | Year of issue | | | Fair value after hedging as of December 31, 2013 | | | Fair value after hedging as of December 31, 2012 | | | Fair value after hedging as of December 31, 2011 | | | Currency | | | Maturity | | | Initial rate before hedging instruments | Bond | | | 2009 | | | | 131 | | | | 131 | | | | 131 | | | | CHF | | | | 2014 | | | 2.625% | Bond | | | 2009 | | | | 997 | | | | 998 | | | | 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 | | | | 100 | | | | 105 | | | | 107 | | | | AUD | | | | 2015 | | | 6.000% | Bond | | | 2009 | | | | 549 | | | | 550 | | | | 550 | | | | EUR | | | | 2015 | | | 3.625% | Bond | | | 2009 | | | | 684 | | | | 684 | | | | 684 | | | | USD | | | | 2015 | | | 3.125% | Bond | | | 2009 | | | | 217 | | | | 227 | | | | 232 | | | | 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 | | | | 451 | | | | 448 | | | | 448 | | | | EUR | | | | 2019 | | | 4.875% | Bond | | | 2009 | | | | 69 | | | | 69 | | | | 69 | | | | HKD | | | | 2019 | | | 4.180% | Bond | | | 2010 | | | | 99 | | | | 103 | | | | 105 | | | | AUD | | | | 2014 | | | 5.750% | Bond | | | 2010 | | | | 66 | | | | 69 | | | | 70 | | | | AUD | | | | 2015 | | | 6.000% | Bond | | | 2010 | | | | 67 | | | | 70 | | | | 71 | | | | AUD | | | | 2015 | | | 6.000% | Bond | | | 2010 | | | | 64 | | | | 64 | | | | 64 | | | | AUD | | | | 2015 | | | 6.000% | Bond | | | 2010 | | | | 104 | | | | 109 | | | | 111 | | | | CAD | | | | 2014 | | | 2.500% | Bond | | | 2010 | | | | 461 | | | | 482 | | | | 491 | | | | EUR | | | | 2022 | | | 3.125% | Bond | | | 2010 | | | | 51 | | | | 53 | | | | 54 | | | | NZD | | | | 2014 | | | 4.750% | Bond | | | 2010 | | | | 181 | | | | 189 | | | | 193 | | | | USD | | | | 2015 | | | 2.875% | Bond | | | 2010 | | | | 906 | | | | 947 | | | | 966 | | | | USD | | | | 2015 | | | 3.000% | Bond | | | 2010 | | | | 725 | | | | 757 | | | | 773 | | | | USD | | | | 2016 | | | 2.300% | Bond | | | 2011 | | | | 560 | | | | 586 | | | | 597 | | | | GBP | | | | 2018 | | | 3.875% | Bond | | | 2011 | | | | 108 | | | | 113 | | | | 116 | | | | AUD | | | | 2016 | | | 6.500% | Bond | | | 2013 | | | | 725 | | | | — | | | | — | | | | USD | | | | 2018 | | | 1.450% | Current portion (less than one year) | | | | | | | (2,137 | ) | | | (3,333 | ) | | | (2,992 | ) | | | | | | | | | | | Total TOTAL CAPITAL | | | | | | | 7,626 | | | | 9,204 | | | | 12,617 | | | | | | | | | | | | TOTAL CAPITAL CANADA Ltd.(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | Bond | | | 2011 | | | | 543 | | | | 567 | | | | 565 | | | | USD | | | | 2014 | | | 1.625% | Bond | | | 2011 | | | | 544 | | | | 567 | | | | 565 | | | | USD | | | | 2014 | | | USLIBOR 3 months + 0.38 % | Bond | | | 2011 | | | | 72 | | | | 76 | | | | 75 | | | | AUD | | | | 2014 | | | 5.750% | Bond | | | 2011 | | | | — | | | | 743 | | | | 738 | | | | USD | | | | 2013 | | | USLIBOR 3 months + 0.09 % | Bond | | | 2011 | | | | 80 | | | | 83 | | | | 82 | | | | NOK | | | | 2016 | | | 4.000% | Bond | | | 2011 | | | | 68 | | | | 69 | | | | 69 | | | | SEK | | | | 2016 | | | 3.625% | Bond | | | 2013 | | | | 724 | | | | — | | | | — | | | | USD | | | | 2018 | | | 1.450% | Bond | | | 2013 | | | | 111 | | | | — | | | | — | | | | AUD | | | | 2018 | | | 4.000% | Bond | | | 2013 | | | | 362 | | | | — | | | | — | | | | USD | | | | 2023 | | | 2.750% | Bond | | | 2013 | | | | 726 | | | | — | | | | — | | | | USD | | | | 2016 | | | USLIBOR 3 months + 0.38 % | Bond | | | 2013 | | | | 707 | | | | — | | | | — | | | | EUR | | | | 2020 | | | 4.000% | Current portion (less than one year) | | | | | | | (1,159 | ) | | | (743 | ) | | | — | | | | | | | | | | | | Total TOTAL CAPITAL CANADA Ltd | | | | 2,778 | | | | 1,362 | | | | 2,094 | | | | | | | | | | | | TOTAL CAPITAL INTERNATIONAL(c) | Bond | | | 2012 | | | | 75 | | | | 78 | | | | — | | | | AUD | | | | 2017 | | | 4.875% | Bond | | | 2012 | | | | 725 | | | | 758 | | | | — | | | | USD | | | | 2017 | | | 1.500% | Bond | | | 2012 | | | | 111 | | | | 116 | | | | — | | | | AUD | | | | 2017 | | | 4.125% | Bond | | | 2012 | | | | 1,088 | | | | 1,137 | | | | — | | | | USD | | | | 2017 | | | 1.550% | Bond | | | 2012 | | | | 73 | | | | 76 | | | | — | | | | NOK | | | | 2016 | | | 2.250% | Bond | | | 2012 | | | | 106 | | | | 111 | | | | — | | | | NOK | | | | 2017 | | | 2.250% |
| | | 2013 Form 20-F TOTAL S.A. | | F-55 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Bonds after fair value hedge (M€) | | Year of issue | | | Fair value after hedging as of December 31, 2013 | | | Fair value after hedging as of December 31, 2012 | | | Fair value after hedging as of December 31, 2011 | | | Currency | | | Maturity | | | Initial rate before hedging instruments | Bond | | | 2012 | | | | 464 | | | | 485 | | | | — | | | | EUR | | | | 2023 | | | 2.125% | Bond | | | 2012 | | | | 362 | | | | 379 | | | | — | | | | USD | | | | 2016 | | | 0.750% | Bond | | | 2012 | | | | 724 | | | | 757 | | | | — | | | | USD | | | | 2023 | | | 2.700% | Bond | | | 2012 | | | | 76 | | | | 80 | | | | — | | | | NOK | | | | 2017 | | | 2.250% | Bond | | | 2012 | | | | 76 | | | | 79 | | | | — | | | | AUD | | | | 2017 | | | 3.875% | Bond | | | 2012 | | | | 73 | | | | 76 | | | | — | | | | CAD | | | | 2017 | | | 2.000% | Bond | | | 2013 | | | | 235 | | | | — | | | | — | | | | EUR | | | | 2023 | | | 2.125% | Bond | | | 2013 | | | | 181 | | | | — | | | | — | | | | USD | | | | 2016 | | | 0.750% | Bond | | | 2013 | | | | 362 | | | | — | | | | — | | | | USD | | | | 2016 | | | 5.750% | Bond | | | 2013 | | | | 75 | | | | — | | | | — | | | | NOK | | | | 2018 | | | 1.000% | Bond | | | 2013 | | | | 363 | | | | — | | | | — | | | | USD | | | | 2018 | | | USLIBOR 3 months + 0.57 % | Bond | | | 2013 | | | | 283 | | | | — | | | | — | | | | EUR | | | | 2020 | | | 2.125% | Bond | | | 2013 | | | | 218 | | | | — | | | | — | | | | USD | | | | 2020 | | | USLIBOR 3 months + 0.75 % | Bond | | | 2013 | | | | 724 | | | | — | | | | — | | | | USD | | | | 2024 | | | 1.875% | Bond | | | 2013 | | | | 69 | | | | — | | | | — | | | | CAD | | | | 2018 | | | 2.375% | Bond | | | 2013 | | | | 825 | | | | — | | | | — | | | | EUR | | | | 2021 | | | 2.125% | Bond | | | 2013 | | | | 630 | | | | — | | | | — | | | | EUR | | | | 2025 | | | 2.875% | Current portion (less than one year) | | | | | | | — | | | | — | | | | — | | | | | | | | | | | | TOTAL CAPITAL INTERNATIONAL | | | | | | | 7,918 | | | | 4,132 | | | | — | | | | | | | | | | | | Other consolidated subsidiaries | | | | | | | 506 | | | | 529 | | | | 308 | | | | | | | | | | | | Total bonds after fair value hedge | | | | | | | 18,828 | | | | 15,227 | | | | 15,148 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonds after cash flow hedge and fixed rate bonds (M€) | | Year of issue | | | Amount after hedging as of December 31, 2013 | | | Amount after hedging as of December 31, 2012 | | | Amount after hedging as of December 31, 2011 | | | Currency | | | Maturity | | | Initial rate before hedging instruments | | TOTAL CAPITAL(a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bond | | | 2005 | | | | — | | | | — | | | | 294 | | | | GBP | | | | 2012 | | | | 4.625 | % | Bond | | | 2009 | | | | 651 | | | | 701 | | | | 744 | | | | EUR | | | | 2019 | | | | 4.875 | % | Bond | | | 2009 | | | | 363 | | | | 379 | | | | 386 | | | | USD | | | | 2021 | | | | 4.250 | % | Bond | | | 2009 | | | | 804 | | | | 926 | | | | 1,016 | | | | EUR | | | | 2024 | | | | 5.125 | % | Bond | | | 2010 | | | | 905 | | | | 947 | | | | 966 | | | | USD | | | | 2020 | | | | 4.450 | % | Bond | | | 2011 | | | | 363 | | | | 379 | | | | 386 | | | | USD | | | | 2021 | | | | 4.125 | % | Bond | | | 2013 | | | | 128 | | | | — | | | | — | | | | CNY | | | | 2018 | | | | 3.750 | % | Current portion (less than one year) | | | | | | | — | | | | — | | | | (294 | ) | | | | | | | | | | | | | Total TOTAL CAPITAL | | | | | | | 3,214 | | | | 3,332 | | | | 3,498 | | | | | | | | | | | | | | TOTAL CAPITAL CANADA Ltd.(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bond | | | 2013 | | | | 363 | | | | — | | | | — | | | | USD | | | | 2023 | | | | 2.750 | % | Current portion (less than one year) | | | | | | | — | | | | — | | | | — | | | | | | | | | | | | | | Total TOTAL CAPITAL CANADA Ltd | | | | | | | 363 | | | | — | | | | — | | | | | | | | | | | | | | TOTAL CAPITAL INTERNATIONAL(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bond | | | 2012 | | | | 725 | | | | 758 | | | | — | | | | USD | | | | 2022 | | | | 2.875 | % | Current portion (less than one year) | | | | | | | — | | | | — | | | | — | | | | | | | | | | | | | | Total TOTAL CAPITAL INTERNATIONAL | | | | | | | 725 | | | | 758 | | | | — | | | | | | | | | | | | | | Other consolidated subsidiaries | | | | | | | 106 | | | | 414 | | | | 926 | | | | | | | | | | | | | | Total Bonds after cash flow hedge | | | | | | | 4,408 | | | | 4,504 | | | | 4,424 | | | | | | | | | | | | | |
| | | F-56 | | TOTAL S.A. Form 20-F 2013 |
All debt securities issued through the following subsidiaries are fully and unconditionally guaranteed by TOTAL S.A. as to payment of principal, premium, if any, interest and any other amounts due: (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 |
| | | F-54 | | TOTAL S.A. as to payment of principal, premium, if any, interest and any other amounts due.Form 20-F 2014 |
Loan repayment schedule (excluding current portion) | As of December 31, 2013 (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 | | % | | | As of December 31, 2014 (M$) | | | Non-current financial debt | | of which hedging instruments of non-current financial debt (liabilities) | | Hedging instruments of non-current financial debt (assets) | | Non-current financial debt – net of hedging instruments | | % | | 2016 | | | | 4,987 | | | | 73 | | | | (194 | ) | | | 4,793 | | | | 11% | | 2017 | | | | 4,689 | | | | 132 | | | | (142 | ) | | | 4,547 | | | | 10% | | 2018 | | | | 4,784 | | | | 108 | | | | (333 | ) | | | 4,451 | | | | 10% | | 2019 | | | | 4,973 | | | | 62 | | | | (208 | ) | | | 4,765 | | | | 11% | | 2020 and beyond | | | | 26,048 | | | | 569 | | | | (442 | ) | | | 25,606 | | | | 58% | | Total | | | | 45,481 | | | | 944 | | | | (1,319 | ) | | | 44,162 | | | | 100% | | | As of December 31, 2013 (M$) | | | 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 | | % | | 2015 | | | 3,625 | | | | 3 | | | | (255 | ) | | | 3,370 | | | | 14% | | | | 4,999 | | | | 4 | | | | (352 | ) | | | 4,647 | | | | 14% | | 2016 | | | 3,441 | | | | 19 | | | | (157 | ) | | | 3,284 | | | | 14% | | | | 4,745 | | | | 26 | | | | (217 | ) | | | 4,528 | | | | 14% | | 2017 | | | 3,094 | | | | 56 | | | | (79 | ) | | | 3,015 | | | | 12% | | | | 4,267 | | | | 77 | | | | (108 | ) | | | 4,159 | | | | 12% | | 2018 | | | 3,386 | | | | 37 | | | | (224 | ) | | | 3,162 | | | | 13% | | | | 4,670 | | | | 51 | | | | (309 | ) | | | 4,361 | | | | 13% | | 2019 and beyond | | | 11,523 | | | | 121 | | | | (313 | ) | | | 11,210 | | | | 47% | | | | 15,893 | | | | 167 | | | | (432 | ) | | | 15,461 | | | | 47% | | Total | | | 25,069 | | | | 236 | | | | (1,028 | ) | | | 24,041 | | | | 100% | | | | 34,574 | | | | 325 | | | | (1,418 | ) | | | 33,156 | | | | 100% | | | As of December 31, 2012 (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 | | % | | | As of December 31, 2012 (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 | | % | | 2014 | | | 4,163 | | | | 1 | | | | (331 | ) | | | 3,832 | | | | 19% | | | | 5,493 | | | | 1 | | | | (437 | ) | | | 5,056 | | | | 19% | | 2015 | | | 3,903 | | | | 8 | | | | (438 | ) | | | 3,465 | | | | 17% | | | | 5,150 | | | | 10 | | | | (578 | ) | | | 4,572 | | | | 17% | | 2016 | | | 2,335 | | | | — | | | | (210 | ) | | | 2,125 | | | | 10% | | | | 3,081 | | | | — | | | | (277 | ) | | | 2,804 | | | | 10% | | 2017 | | | 3,275 | | | | — | | | | (149 | ) | | | 3,126 | | | | 15% | | | | 4,321 | | | | — | | | | (197 | ) | | | 4,124 | | | | 15% | | 2018 and beyond | | | 8,598 | | | | 2 | | | | (498 | ) | | | 8,100 | | | | 39% | | | | 11,347 | | | | 3 | | | | (656 | ) | | | 10,691 | | | | 39% | | Total | | | 22,274 | | | | 11 | | | | (1,626 | ) | | | 20,648 | | | | 100% | | | | 29,392 | | | | 14 | | | | (2,145 | ) | | | 27,247 | | | | 100% | | | 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% | | |
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€) | | 2013 | | | % | | | 2012 | | | % | | | 2011 | | | % | | | As of December 31, (M$) | | | 2014 | | | % | | | 2013 | | | % | | | 2012 | | | % | | U.S. Dollar | | | 20,236 | | | | 84% | | | | 13,685 | | | | 66% | | | | 8,645 | | | | 42% | | | | 41,369 | | | | 94% | | | | 27,908 | | | | 84% | | | | 18,060 | | | | 66% | | Euro | | | 3,542 | | | | 15% | | | | 5,643 | | | | 27% | | | | 9,582 | | | | 47% | | | | 2,428 | | | | 5% | | | | 4,885 | | | | 15% | | | | 7,445 | | | | 27% | | Other currencies | | | 263 | | | | 1% | | | | 1,320 | | | | 7% | | | | 2,354 | | | | 11% | | | | 365 | | | | 1% | | | | 363 | | | | 1% | | | | 1,742 | | | | 7% | | Total | | | 24,041 | | | | 100% | | | | 20,648 | | | | 100% | | | | 20,581 | | | | 100% | | | | 44,162 | | | | 100% | | | | 33,156 | | | | 100% | | | | 27,247 | | | | 100% | |
| As of December 31, (M€) | | 2013 | | | % | | | 2012 | | | % | | | 2011 | | | % | | | As of December 31, (M$) | | | 2014 | | | % | | | 2013 | | | % | | | 2012 | | | % | | Fixed rate | | | 4,909 | | | | 20% | | | | 5,085 | | | | 25% | | | | 4,854 | | | | 24% | | | | 6,944 | | | | 16% | | | | 6,771 | | | | 20% | | | | 6,710 | | | | 25% | | Floating rate | | | 19,132 | | | | 80% | | | | 15,563 | | | | 75% | | | | 15,727 | | | | 76% | | | | 37,218 | | | | 84% | | | | 26,385 | | | | 80% | | | | 20,537 | | | | 75% | | Total | | | 24,041 | | | | 100% | | | | 20,648 | | | | 100% | | | | 20,581 | | | | 100% | | | | 44,162 | | | | 100% | | | | 33,156 | | | | 100% | | | | 27,247 | | | | 100% | |
| | | 20132014 Form 20-F TOTAL S.A. | | F-57F-55 |
B) | | CURRENT FINANCIAL ASSETS AND LIABILITIESCurrent financial assets and liabilities |
Current borrowings consist mainly of commercial paperspaper or treasury bills or drawsdrawings on bank loans. These instruments bear interest at rates that are close to market rates. | As of December 31, (M€) | | 2013 | | 2012 | | 2011 | | | As of December 31, (M$) | | | 2014 | | 2013 | | 2012 | | (Assets) / Liabilities | | | | | | | | | | | | | Current financial debt(a) | | | 4,191 | | | | 6,392 | | | | 5,819 | | | | 6,164 | | | | 5,780 | | | | 8,434 | | Current portion of non-current financial debt | | | 3,925 | | | | 4,624 | | | | 3,856 | | | | 4,778 | | | | 5,413 | | | | 6,101 | | Current borrowings(note 28) | | | 8,116 | | | | 11,016 | | | | 9,675 | | | | 10,942 | | | | 11,193 | | | | 14,535 | | Current portion of hedging instruments of debt (liabilities) | | | 228 | | | | 84 | | | | 40 | | | | 133 | | | | 314 | | | | 111 | | Other current financial instruments (liabilities) | | | 48 | | | | 92 | | | | 127 | | | | 47 | | | | 67 | | | | 121 | | Other current financial liabilities(note 28) | | | 276 | | | | 176 | | | | 167 | | | | 180 | | | | 381 | | | | 232 | | Current deposits beyond three months | | | (117 | ) | | | (1,093 | ) | | | (101 | ) | | | (469 | ) | | | (161 | ) | | | (1,442 | ) | Current portion of hedging instruments of debt (assets) | | | (340 | ) | | | (430 | ) | | | (383 | ) | | | (460 | ) | | | (469 | ) | | | (568 | ) | Other current financial instruments (assets) | | | (79 | ) | | | (39 | ) | | | (216 | ) | | | (364 | ) | | | (109 | ) | | | (51 | ) | Current financial assets(note 28) | | | (536 | ) | | | (1,562 | ) | | | (700 | ) | | | (1,293 | ) | | | (739 | ) | | | (2,061 | ) | Current borrowings and related financial assets and liabilities, net | | | 7,856 | | | | 9,630 | | | | 9,142 | | | | 9,829 | | | | 10,835 | | | | 12,706 | |
(a) | As of December 31, 2011 and as of2014, December 31, 2010,2013 and December 31, 2012, 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 RATIONet-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, 20132014 is calculated after payment of a dividend of€2.382.44 per share, subject to approval by the shareholders’ meeting on May 16, 2014.29, 2015. The net-debt-to-equity ratio is calculated as follows: | As of December 31, (M€) | | 2013 | | 2012 | | 2011 | | | As of December 31, (M$) | | | 2014 | | 2013 | | 2012 | | (Assets) / Liabilities | | | | | | | | | | | | | Current borrowings | | | 8,116 | | | | 11,016 | | | | 9,675 | | | | 10,942 | | | | 11,193 | | | | 14,535 | | Other current financial liabilities | | | 276 | | | | 176 | | | | 167 | | | | 180 | | | | 381 | | | | 232 | | Current financial assets | | | (536 | ) | | | (1,562 | ) | | | (700 | ) | | | (1,293 | ) | | | (739 | ) | | | (2,061 | ) | Net financial assets and liabilities held for sale or exchange | | | (130 | ) | | | 756 | | | | — | | | | (56 | ) | | | (179 | ) | | | 997 | | Non-current financial debt | | | 25,069 | | | | 22,274 | | | | 22,557 | | | | 45,481 | | | | 34,574 | | | | 29,392 | | Hedging instruments on non-current financial debt | | | (1,028 | ) | | | (1,626 | ) | | | (1,976 | ) | | | (1,319 | ) | | | (1,418 | ) | | | (2,145 | ) | Cash and cash equivalents | | | (14,647 | ) | | | (15,469 | ) | | | (14,025 | ) | | | (25,181 | ) | | | (20,200 | ) | | | (20,409 | ) | Net financial debt | | | 17,120 | | | | 15,565 | | | | 15,698 | | | | 28,754 | | | | 23,612 | | | | 20,541 | | Shareholders’ equity — Group share | | | 72,629 | | | | 71,185 | | | | 66,945 | | | | 90,330 | | | | 100,241 | | | | 93,969 | | Distribution of the income based on existing shares at the closing date | | | (1,362 | ) | | | (1,299 | ) | | | (1,255 | ) | | | (1,686 | ) | | | (1,908 | ) | | | (1,757 | ) | Non-controlling interests | | | 2,281 | | | | 1,280 | | | | 1,352 | | | | 3,201 | | | | 3,138 | | | | 1,689 | | Adjusted shareholders’ equity | | | 73,548 | | | | 71,166 | | | | 67,042 | | | | 91,845 | | | | 101,471 | | | | 93,901 | | Net-debt-to-equity ratio | | | 23.3% | | | | 21.9% | | | | 23.4% | | | | 31.3% | | | | 23.3% | | | | 21.9% | |
21)OTHER CREDITORS AND ACCRUED LIABILITIESOther creditors and accrued liabilities | As of December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | As of December 31, (M$) | | | 2014 | | | 2013 | | | 2012 | | Accruals and deferred income | | | 217 | | | | 240 | | | | 231 | | | | 469 | | | | 299 | | | | 316 | | Payable to States (including taxes and duties) | | | 6,523 | | | | 7,426 | | | | 8,040 | | | | 6,894 | | | | 8,885 | | | | 9,727 | | Payroll | | | 1,140 | | | | 1,128 | | | | 1,062 | | | | 1,343 | | | | 1,573 | | | | 1,489 | | Other operating liabilities | | | 5,941 | | | | 5,904 | | | | 5,441 | | | | 7,935 | | | | 8,191 | | | | 7,784 | | Total | | | 13,821 | | | | 14,698 | | | | 14,774 | | | | 16,641 | | | | 18,948 | | | | 19,316 | |
As of December 31, 2014, the heading “Other operating liabilities” includes mainly the third quarterly interim dividend for the fiscal year 2014 for $1,718 million. This interim dividend will be paid in March 2015. As of December 31, 2013, the heading “Other operating liabilities” includes mainly the third quarterly interim dividend for the fiscal year 2013 for€1,361 $1,877 million. This interim dividend will bewas paid in March 2014. As of December 31, 2012, the heading “Other operating liabilities” includedincludes mainly the third quarterly interim dividend for the fiscal year 2012 for€1,366 $1,755 million. This interim dividend was paid inon March 2013. As of December 31, 2011, the heading “Other operating liabilities” included mainly the third quarterly interim dividend for the fiscal year 2011 for€1,317 million. This interim dividend was paid in March 2012.
| | | F-58F-56 | | TOTAL S.A. Form 20-F 20132014 |
22)LEASE CONTRACTSLease contracts The Group leases real estate, retail stations, ships, and other equipmentsequipment (see Note 11 to the Consolidated Financial Statements). The future minimum lease payments on operating and finance leases to which the Group is committed are shown as follows: | For the year ended December 31, 2013 (M€) | | Operating leases | | | Finance leases | | | 2014 | | | 807 | | | | 52 | | | For the year ended December 31, 2014 (M$) | | | Operating leases | | | Finance leases | | 2015 | | | 657 | | | | 51 | | | | 1,218 | | | | 61 | | 2016 | | | 600 | | | | 48 | | | | 978 | | | | 58 | | 2017 | | | 459 | | | | 17 | | | | 768 | | | | 19 | | 2018 | | | 361 | | | | 17 | | | | 590 | | | | 19 | | 2019 and beyond | | | 1,174 | | | | 206 | | | 2019 | | | | 391 | | | | 19 | | 2020 and beyond | | | | 1,675 | | | | 260 | | Total minimum payments | | | 4,058 | | | | 391 | | | | 5,620 | | | | 436 | | Less financial expenses | | | | | (82 | ) | | | | | (78 | ) | Nominal value of contracts | | | | | 309 | | | | | | 358 | | Less current portion of finance lease contracts | | | | | (29 | ) | | | | | (40 | ) | Outstanding liability of finance lease contracts | | | | | 280 | | | | | | 318 | |
| | | | | | | | | For the year ended December 31, 2013 (M$) | | Operating leases | | | Finance leases | | 2014 | | | 1,113 | | | | 72 | | 2015 | | | 906 | | | | 70 | | 2016 | | | 827 | | | | 66 | | 2017 | | | 633 | | | | 23 | | 2018 | | | 498 | | | | 23 | | 2019 and beyond | | | 1,619 | | | | 285 | | Total minimum payments | | | 5,596 | | | | 539 | | Less financial expenses | | | | | | | (113 | ) | Nominal value of contracts | | | | | | | 426 | | Less current portion of finance lease contracts | | | | | | | (40 | ) | Outstanding liability of finance lease contracts | | | | | | | 386 | |
| | | | | | | | | For the year ended December 31, 2012 (M€) | | Operating leases | | | Finance leases | | 2013 | | | 781 | | | | 55 | | 2014 | | | 569 | | | | 54 | | 2015 | | | 514 | | | | 53 | |
| For the year ended December 31, 2012 (M€) | | Operating leases | | | Finance leases | | | For the year ended December 31, 2012 (M$) | | | Operating leases | | | Finance leases | | 2013 | | | | 1,030 | | | | 73 | | 2014 | | | | 751 | | | | 71 | | 2015 | | | | 678 | | | | 70 | | 2016 | | | 441 | | | | 51 | | | | 582 | | | | 67 | | 2017 | | | 337 | | | | 19 | | | | 445 | | | | 25 | | 2018 and beyond | | | 971 | | | | 236 | | | | 1,281 | | | | 311 | | Total minimum payments | | | 3,613 | | | | 468 | | | | 4,767 | | | | 617 | | Less financial expenses | | | | | (108 | ) | | | | | (142 | ) | Nominal value of contracts | | | | | 360 | | | | | | 475 | | Less current portion of finance lease contracts | | | | | (27 | ) | | | | | (36 | ) | Outstanding liability of finance lease contracts | | | | | 333 | | | | | | 439 | |
| | | | | | | | | 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 | |
Net rental expense incurred under operating leases for the year ended December 31, 20132014 is€848 $1,091 million (against€780 $1,126 million in 20122013 and€645 $1,002 million in 2011)2012). 23)COMMITMENTS AND CONTINGENCIES
| | | | | | | | | | | | | | | | | | | Maturity and installments | | As of December 31, 2013 (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) | | | 23,761 | | | | — | | | | 12,721 | | | | 11,040 | | Current portion of non-current debt obligations net of hedging instruments(note 20) | | | 3,784 | | | | 3,784 | | | | — | | | | — | | Finance lease obligations(note 22) | | | 309 | | | | 29 | | | | 110 | | | | 170 | | Asset retirement obligations(note 19) | | | 9,287 | | | | 533 | | | | 1,717 | | | | 7,037 | | Contractual obligations recorded in the balance sheet | | | 37,141 | | | | 4,346 | | | | 14,548 | | | | 18,247 | | Operating lease obligations (note 22) | | | 4,058 | | | | 807 | | | | 2,077 | | | | 1,174 | | Purchase obligations | | | 86,275 | | | | 14,546 | | | | 24,663 | | | | 47,066 | | Contractual obligations not recorded in the balance sheet | | | 90,333 | | | | 15,353 | | | | 26,740 | | | | 48,240 | | Total of contractual obligations | | | 127,474 | | | | 19,699 | | | | 41,288 | | | | 66,487 | | Guarantees given for excise taxes | | | 1,772 | | | | 1,485 | | | | 74 | | | | 213 | | Guarantees given against borrowings | | | 6,001 | | | | 80 | | | | 2,687 | | | | 3,234 | | Indemnities related to sales of businesses | | | 232 | | | | 5 | | | | 98 | | | | 129 | | Guarantees of current liabilities | | | 525 | | | | 89 | | | | 169 | | | | 267 | | Guarantees to customers / suppliers | | | 3,528 | | | | 1,537 | | | | 138 | | | | 1,853 | | Letters of credit | | | 1,711 | | | | 1,351 | | | | 163 | | | | 197 | | Other operating commitments | | | 3,043 | | | | 989 | | | | 696 | | | | 1,358 | | Total of other commitments given | | | 16,812 | | | | 5,536 | | | | 4,025 | | | | 7,251 | | Mortgages and liens received | | | 282 | | | | 15 | | | | 1 | | | | 266 | | Sales obligations | | | 98,226 | | | | 7,625 | | | | 28,063 | | | | 62,538 | | Other commitments received | | | 5,941 | | | | 3,211 | | | | 1,269 | | | | 1,461 | | Total of commitments received | | | 104,449 | | | | 10,851 | | | | 29,333 | | | | 64,265 | | Of which commitments given relating to joint ventures | | | 8,086 | | | | 71 | | | | 401 | | | | 7,614 | |
| | | 20132014 Form 20-F TOTAL S.A. | | F-59F-57 |
| | | | | | | | | | | | | | | | | | | Maturity and installments | | As of December 31, 2012 (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) | | | 20,315 | | | | — | | | | 12,405 | | | | 7,910 | | Current portion of non-current debt obligations net of hedging instruments(note 20) | | | 4,251 | | | | 4,251 | | | | — | | | | — | | Finance lease obligations(note 22) | | | 360 | | | | 27 | | | | 143 | | | | 190 | | Asset retirement obligations(note 19) | | | 7,624 | | | | 407 | | | | 1,429 | | | | 5,788 | | Contractual obligations recorded in the balance sheet | | | 32,550 | | | | 4,685 | | | | 13,977 | | | | 13,888 | | Operating lease obligations (note 22) | | | 3,613 | | | | 781 | | | | 1,861 | | | | 971 | | Purchase obligations | | | 83,219 | | | | 12,005 | | | | 21,088 | | | | 50,126 | | Contractual obligations not recorded in the balance sheet | | | 86,832 | | | | 12,786 | | | | 22,949 | | | | 51,097 | | Total of contractual obligations | | | 119,382 | | | | 17,471 | | | | 36,926 | | | | 64,985 | | Guarantees given for excise taxes | | | 1,675 | | | | 1,507 | | | | 70 | | | | 98 | | Guarantees given against borrowings | | | 3,952 | | | | 117 | | | | 2,695 | | | | 1,140 | | Indemnities related to sales of businesses | | | 193 | | | | 4 | | | | 49 | | | | 140 | | Guarantees of current liabilities | | | 403 | | | | 133 | | | | 105 | | | | 165 | | Guarantees to customers / suppliers | | | 3,586 | | | | 1,982 | | | | 113 | | | | 1,491 | | Letters of credit | | | 2,298 | | | | 1,785 | | | | 252 | | | | 261 | | Other operating commitments | | | 2,659 | | | | 753 | | | | 702 | | | | 1,204 | | Total of other commitments given | | | 14,766 | | | | 6,281 | | | | 3,986 | | | | 4,499 | | Mortgages and liens received | | | 435 | | | | 117 | | | | 8 | | | | 310 | | Sales obligations | | | 80,514 | | | | 7,416 | | | | 26,137 | | | | 46,961 | | Other commitments received | | | 5,564 | | | | 3,465 | | | | 859 | | | | 1,240 | | Total of commitments received | | | 86,513 | | | | 10,998 | | | | 27,004 | | | | 48,511 | | Of which commitments given relating to joint ventures | | | 7,011 | | | | — | | | | 145 | | | | 6,866 | |
23)Commitments and contingencies | | | Maturity and installments | | | Maturity and installments | | As of December 31, 2011 (M€) | | Total | | | Less than 1 year | | | Between 1 and 5 years | | | More than 5 years | | | As of December 31, 2014 (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 | | | | 43,844 | | | | — | | | | 18,458 | | | | 25,386 | | Current portion of non-current debt obligations net of hedging instruments(note 20) | | | 3,488 | | | | 3,488 | | | | — | | | | — | | | | 4,411 | | | | 4,411 | | | | — | | | | — | | Finance lease obligations(note 22) | | | 177 | | | | 25 | | | | 134 | | | | 18 | | | | 358 | | | | 40 | | | | 98 | | | | 220 | | Asset retirement obligations(note 19) | | | 6,884 | | | | 272 | | | | 804 | | | | 5,808 | | | | 13,121 | | | | 651 | | | | 2,430 | | | | 10,040 | | Contractual obligations recorded in the balance sheet | | | 30,978 | | | | 3,785 | | | | 14,059 | | | | 13,134 | | | | 61,734 | | | | 5,102 | | | | 20,986 | | | | 35,646 | | Operating lease obligations (note 22) | | | 3,321 | | | | 762 | | | | 1,619 | | | | 940 | | | | 5,620 | | | | 1,218 | | | | 2,727 | | | | 1,675 | | Purchase obligations | | | 77,353 | | | | 11,049 | | | | 20,534 | | | | 45,770 | | | | 160,837 | | | | 19,987 | | | | 33,908 | | | | 106,942 | | Contractual obligations not recorded in the balance sheet | | | 80,674 | | | | 11,811 | | | | 22,153 | | | | 46,710 | | | | 166,457 | | | | 21,205 | | | | 36,635 | | | | 108,617 | | Total of contractual obligations | | | 111,652 | | | | 15,596 | | | | 36,212 | | | | 59,844 | | | | 228,191 | | | | 26,307 | | | | 57,621 | | | | 144,263 | | Guarantees given for excise taxes | | | 1,765 | | | | 1,594 | | | | 73 | | | | 98 | | | | 2,382 | | | | 1,855 | | | | 91 | | | | 436 | | Guarantees given against borrowings | | | 4,778 | | | | 1,027 | | | | 2,797 | | | | 954 | | | | 10,192 | | | | 140 | | | | 3,784 | | | | 6,268 | | Indemnities related to sales of businesses | | | 39 | | | | — | | | | 34 | | | | 5 | | | | 396 | | | | 121 | | | | 110 | | | | 165 | | Guarantees of current liabilities | | | 376 | | | | 262 | | | | 35 | | | | 79 | | | | 635 | | | | 144 | | | | 165 | | | | 326 | | Guarantees to customers / suppliers | | | 3,265 | | | | 1,634 | | | | 57 | | | | 1,574 | | | | 5,599 | | | | 2,564 | | | | 168 | | | | 2,867 | | Letters of credit | | | 2,408 | | | | 1,898 | | | | 301 | | | | 209 | | | | 1,552 | | | | 1,138 | | | | 3 | | | | 411 | | Other operating commitments | | | 2,477 | | | | 433 | | | | 697 | | | | 1,347 | | | | 4,762 | | | | 1,455 | | | | 2,700 | | | | 607 | | Total of other commitments given | | | 15,108 | | | | 6,848 | | | | 3,994 | | | | 4,266 | | | | 25,518 | | | | 7,417 | | | | 7,021 | | | | 11,080 | | Mortgages and liens received | | | 408 | | | | 7 | | | | 119 | | | | 282 | | | | 418 | | | | 17 | | | | 4 | | | | 397 | | Sales obligations | | | 62,216 | | | | 4,221 | | | | 17,161 | | | | 40,834 | | | | 110,949 | | | | 9,287 | | | | 33,629 | | | | 68,033 | | Other commitments received | | | 6,740 | | | | 4,415 | | | | 757 | | | | 1,568 | | | | 7,081 | | | | 3,321 | | | | 1,388 | | | | 2,372 | | Total of commitments received | | | 69,364 | | | | 8,643 | | | | 18,037 | | | | 42,684 | | | | 118,448 | | | | 12,625 | | | | 35,021 | | | | 70,802 | | Of which commitments given relating to joint ventures | | | — | | | | — | | | | — | | | | — | | | | 57,439 | | | | 298 | | | | 1,915 | | | | 55,226 | |
| | | | | | | | | | | | | | | | | | | Maturity and installments | | As of December 31, 2013 (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) | | | 32,770 | | | | — | | | | 17,545 | | | | 15,225 | | Current portion of non-current debt obligations net of hedging instruments(note 20) | | | 5,218 | | | | 5,218 | | | | — | | | | — | | Finance lease obligations(note 22) | | | 426 | | | | 40 | | | | 150 | | | | 236 | | Asset retirement obligations(note 19) | | | 12,808 | | | | 735 | | | | 2,368 | | | | 9,705 | | Contractual obligations recorded in the balance sheet | | | 51,222 | | | | 5,993 | | | | 20,063 | | | | 25,166 | | Operating lease obligations(note 22) | | | 5,596 | | | | 1,113 | | | | 2,864 | | | | 1,619 | | Purchase obligations | | | 118,982 | | | | 20,060 | | | | 34,013 | | | | 64,909 | | Contractual obligations not recorded in the balance sheet | | | 124,578 | | | | 21,173 | | | | 36,877 | | | | 66,528 | | Total of contractual obligations | | | 175,800 | | | | 27,166 | | | | 56,940 | | | | 91,694 | | Guarantees given for excise taxes | | | 2,444 | | | | 2,048 | | | | 102 | | | | 294 | | Guarantees given against borrowings | | | 8,276 | | | | 110 | | | | 3,706 | | | | 4,460 | | Indemnities related to sales of businesses | | | 320 | | | | 7 | | | | 135 | | | | 178 | | Guarantees of current liabilities | | | 724 | | | | 123 | | | | 233 | | | | 368 | | Guarantees to customers / suppliers | | | 4,865 | | | | 2,120 | | | | 190 | | | | 2,555 | | Letters of credit | | | 2,360 | | | | 1,863 | | | | 225 | | | | 272 | | Other operating commitments | | | 4,197 | | | | 1,364 | | | | 960 | | | | 1,873 | | Total of other commitments given | | | 23,186 | | | | 7,635 | | | | 5,551 | | | | 10,000 | | Mortgages and liens received | | | 389 | | | | 21 | | | | 1 | | | | 367 | | Sales obligations | | | 135,463 | | | | 10,515 | | | | 38,702 | | | | 86,246 | | Other commitments received | | | 8,193 | | | | 4,428 | | | | 1,750 | | | | 2,015 | | Total of commitments received | | | 144,045 | | | | 14,964 | | | | 40,453 | | | | 88,628 | | Of which commitments given relating to joint ventures | | | 11,151 | | | | 98 | | | | 553 | | | | 10,500 | |
| | | F-60F-58 | | TOTAL S.A. Form 20-F 20132014 |
| | | | | | | | | | | | | | | | | | | Maturity and installments | | As of December 31, 2012 (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) | | | 26,808 | | | | — | | | | 16,368 | | | | 10,440 | | Current portion of non-current debt obligations net of hedging instruments(note 20) | | | 5,608 | | | | 5,608 | | | | — | | | | — | | Finance lease obligations(note 22) | | | 475 | | | | 36 | | | | 188 | | | | 251 | | Asset retirement obligations(note 19) | | | 10,059 | | | | 537 | | | | 1,885 | | | | 7,637 | | Contractual obligations recorded in the balance sheet | | | 42,950 | | | | 6,181 | | | | 18,441 | | | | 18,328 | | Operating lease obligations(note 22) | | | 4,767 | | | | 1,031 | | | | 2,455 | | | | 1,281 | | Purchase obligations | | | 109,799 | | | | 15,839 | | | | 27,824 | | | | 66,136 | | Contractual obligations not recorded in the balance sheet | | | 114,566 | | | | 16,870 | | | | 30,279 | | | | 67,417 | | Total of contractual obligations | | | 157,516 | | | | 23,051 | | | | 48,720 | | | | 85,745 | | Guarantees given for excise taxes | | | 2,210 | | | | 1,988 | | | | 93 | | | | 129 | | Guarantees given against borrowings | | | 5,214 | | | | 154 | | | | 3,556 | | | | 1,504 | | Indemnities related to sales of businesses | | | 255 | | | | 5 | | | | 65 | | | | 185 | | Guarantees of current liabilities | | | 532 | | | | 175 | | | | 139 | | | | 218 | | Guarantees to customers / suppliers | | | 4,731 | | | | 2,615 | | | | 149 | | | | 1,967 | | Letters of credit | | | 3,032 | | | | 2,355 | | | | 333 | | | | 344 | | Other operating commitments | | | 3,508 | | | | 993 | | | | 926 | | | | 1,589 | | Total of other commitments given | | | 19,482 | | | | 8,285 | | | | 5,261 | | | | 5,936 | | Mortgages and liens received | | | 574 | | | | 154 | | | | 11 | | | | 409 | | Sales obligations | | | 106,230 | | | | 9,785 | | | | 34,485 | | | | 61,960 | | Other commitments received | | | 7,341 | | | | 4,572 | | | | 1,133 | | | | 1,636 | | Total of commitments received | | | 114,145 | | | | 14,511 | | | | 35,629 | | | | 64,005 | | Of which commitments given relating to joint ventures | | | 9,250 | | | | — | | | | 191 | | | | 9,059 | |
A. | | CONTRACTUAL OBLIGATIONSContractual 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€280 $318 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€29 $40 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: unconditional 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 Refining & Chemicals segment. | | | 2014 Form 20-F TOTAL S.A. | | F-59 |
B. | | OTHER COMMITMENTS GIVENOther commitments given |
Guarantees given for excise taxes TheyThese 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, 2013,2014, the maturities of these guarantees are up to 2028. 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€528 $729 million. 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€2,311 $3,188 million, proportional to TOTAL’s 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 SAS’s obligations under the shareholders agreement with respect to SATORP. As of December 31, 2013,2014, this guarantee is of up to€892 $1,230 million and has been recorded under “Other operating commitments”. In 2013,As of December 31, 2014, the guarantees provided by TOTAL S.A. provided guarantees in connection with the financing of the Ichthys LNG project for an amount of€2,218amounted to $4,998 million.
Indemnities related to sales of businesses In the ordinary course of business, the Group executes contracts involving standard indemnities infor the 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, 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. | | | 2013 Form 20-F TOTAL S.A. | | F-61 |
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 accepted 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. C. | | COMMITMENTS RECEIVEDCommitments received |
Sales obligations These amounts represent binding obligations under contractual agreements to sell goods, including in particular unconditional hydrocarbon unconditional salesales contracts (except whenwhere an active, highly-liquid market exists and when the volumes are expected to be re-sold shortly after purchase). | | | F-60 | | TOTAL S.A. Form 20-F 2014 |
24)RELATED PARTIESRelated parties The main transactions and receivable and payable balances with related parties (principally non-consolidated subsidiaries and equity consolidated affiliates) are detailed as follows: | As of December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | As of December 31, (M$) | | | 2014 | | | 2013 | | | 2012 | | Balance sheet | | | | | | | | | | | | | Receivables | | | | | | | | | | | | | Debtors and other debtors | | | 613 | | | | 646 | | | | 585 | | | | 697 | | | | 845 | | | | 852 | | Loans (excl. loans to equity affiliates) | | | 341 | | | | 383 | | | | 331 | | | | 155 | | | | 470 | | | | 505 | | Payables | | | | | | | | | | | | | Creditors and other creditors | | | 876 | | | | 713 | | | | 724 | | | | 1,199 | | | | 1,208 | | | | 941 | | Debts | | | 13 | | | | 9 | | | | 31 | | | | 14 | | | | 18 | | | | 12 | | For the year ended December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | | 2013 | | | 2012 | | Statement of income | | | | | | | | | | | | | Sales | | | 3,865 | | | | 3,959 | | | | 4,400 | | | | 4,308 | | | | 5,133 | | | | 5,086 | | Purchases | | | 5,475 | | | | 5,721 | | | | 5,508 | | | | 9,890 | | | | 7,271 | | | | 7,350 | | Financial expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Financial income | | | 105 | | | | 106 | | | | 79 | | | | 16 | | | | 139 | | | | 136 | |
Compensation for the administration and management bodies The aggregate amount of direct and indirect compensation accounted for by the French and foreign affiliates of the Company, for the executive officers of TOTAL (the members of the Management Committee and the Treasurer) and for the members of the Board of Directors who are employees of the Group as of December 31, is detailed as follows: | For the year ended December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | | 2013 | | | 2012 | | Number of people | | | 31 | | | | 34 | | | | 30 | | | | 31 | | | | 31 | | | | 34 | | Direct or indirect compensation received | | | 22.1 | | | | 21.3 | | | | 20.4 | | | Direct or indirect compensation | | | | 28.3 | | | | 29.4 | | | | 27.4 | | Pension expenses(a) | | | 10.0 | | | | 12.5 | | | | 6.3 | | | | 6.8 | | | | 13.3 | | | | 16.1 | | Other long-term benefits expenses | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Termination benefits expenses | | | — | | | | — | | | | 4.8 | | | | — | | | | — | | | | — | | Share-based payments expense (IFRS 2)(b) | | | 11.8 | | | | 10.6 | | | | 10.2 | | | | 9.0 | | | | 15.7 | | | | 13.6 | |
(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 €188.7$233.7 million provisioned as of December 31, 20132014 (against €181.3$260.2 million as of December 31, 20122013 and €139.7$239.2 million as of December 31, 2011)2012). |
(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 Boardboard of Directorsdirectors for directors’ fees totaled€1.25 $1.78 million in 2014 (against $1.66 million in 2013 (€1.10and $1.41 million in 2012 and€1.07 million in 2011)2012). | | | F-622014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013F-61 |
25)SHARE-BASED PAYMENTSShare-based payments A. | | TOTAL SHARE SUBSCRIPTION OPTION PLANSshare 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 (€) | | | 2004 Plan | | 2005 Plan | | 2006 Plan | | 2007 Plan | | 2008 Plan | | 2009 Plan | | 2010 Plan | | 2011 Plan | | Total | | Weighted average exercise price (in euros) | | 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 shareholders’ meeting | | | | 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 | | | | | | | | 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 | | | | | | | Exercise price until May 23, 2006 included (in euros)(b) | | | | 39.85 | | | | 49.73 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | Exercise price since May 24, 2006 (in euros)(b) | | | | 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 | | | | | 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(b)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | Canceled(c) | | | (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 January 1, 2012 | | | — | | | | 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 | | | | 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 | | Granted | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Canceled(c) | | | — | | | | (11,351,931 | ) | | | (2,516 | ) | | | (1,980 | ) | | | (1,380 | ) | | | (3,600 | ) | | | (2,700 | ) | | | (4,140 | ) | | | (3,400 | ) | | | (11,371,647 | ) | | | 39.31 | | | Cancelled(c) | | | | (11,351,931 | ) | | | (2,516 | ) | | | (1,980 | ) | | | (1,380 | ) | | | (3,600 | ) | | | (2,700 | ) | | | (4,140 | ) | | | (3,400 | ) | | | (11,371,647 | ) | | | 39.31 | | Exercised | | | — | | | | (742,593 | ) | | | — | | | | — | | | | — | | | | (1,630 | ) | | | (20,200 | ) | | | (34,460 | ) | | | — | | | | (798,883 | ) | | | 39.28 | | | | (742,593 | ) | | | — | | | | — | | | | — | | | | (1,630 | ) | | | (20,200 | ) | | | (34,460 | ) | | | — | | | | (798,883 | ) | | | 39.28 | | Existing options as of January 1, 2013 | | | — | | | | — | | | | 6,160,020 | | | | 5,621,526 | | | | 5,848,985 | | | | 4,330,468 | | | | 4,334,900 | | | | 4,661,443 | | | | 1,505,040 | | | | 32,462,382 | | | | 46.96 | | | | — | | | | 6,160,020 | | | | 5,621,526 | | | | 5,848,985 | | | | 4,330,468 | | | | 4,334,900 | | | | 4,661,443 | | | | 1,505,040 | | | | 32,462,382 | | | | 46.96 | | Granted | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Canceled(c) | | | — | | | | — | | | | (6,159,390 | ) | | | (900 | ) | | | (1,020 | ) | | | (360 | ) | | | (1,080 | ) | | | (720 | ) | | | — | | | | (6,163,470 | ) | | | 49.04 | | | Cancelled(c) | | | | — | | | | (6,159,390 | ) | | | (900 | ) | | | (1,020 | ) | | | (360 | ) | | | (1,080 | ) | | | (720 | ) | | | — | | | | (6,163,470 | ) | | | 49.04 | | Exercised | | | — | | | | — | | | | (630 | ) | | | — | | | | — | | | | (110,910 | ) | | | (344,442 | ) | | | (122,871 | ) | | | (363,946 | ) | | | (942,799 | ) | | | 37.37 | | | | — | | | | (630 | ) | | | — | | | | — | | | | (110,910 | ) | | | (344,442 | ) | | | (122,871 | ) | | | (363,946 | ) | | | (942,799 | ) | | | 37.37 | | Existing options as of December 31, 2013 | | | — | | | | — | | | | — | | | | 5,620,626 | | | | 5,847,965 | | | | 4,219,198 | | | | 3,989,378 | | | | 4,537,852 | | | | 1,141,094 | | | | 25,356,113 | | | | 46.82 | | | Existing options as of January 1, 2014 | | | | — | | | | — | | | | 5,620,626 | | | | 5,847,965 | | | | 4,219,198 | | | | 3,989,378 | | | | 4,537,852 | | | | 1,141,094 | | | | 25,356,113 | | | | 46.82 | | Granted | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Cancelled(c) | | | | — | | | | — | | | | (1,797,912 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,797,912 | ) | | | 50.60 | | Exercised | | | | — | | | | — | | | | (3,822,714 | ) | | | — | | | | (1,003,314 | ) | | | (978,109 | ) | | | (836,634 | ) | | | (282,019 | ) | | | (6,922,790 | ) | | | 45.76 | | Existing options as of December 31, 2014 | | | | — | | | | — | | | | — | | | | 5,847,965 | | | | 3,215,884 | | | | 3,011,269 | | | | 3,701,218 | | | | 859,075 | | | | 16,635,411 | | | | 46.85 | |
(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) | In order to take into account the four-for-one stock split on May 18, 2006, the exercise prices of TOTAL subscription shares of the plans in force at that date were multiplied by 0.25 and the number of options awarded, outstanding, canceled or exercised before May 23, 2006 included was multiplied by four. 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) | Out of the options canceled in 2011, 2012, 2013 and 2013, 738,534 options that were not exercised expired on July 16, 2011 due to the expiry of the 2003 Plan,2014, 11,351,931 options that were not exercised expired on July 20, 2012 due to the expiry of the 2004 Plan and 6,158,662 options that were not exercised expired on July 19, 2013 due to the expiry of the 2005 Plan. and 1,797,912 options that were not exercised expired on July 18, 2014 due to the expiry of the 2006 Plan. |
| | | 2013F-62 | | TOTAL S.A. Form 20-F TOTAL S.A. | | F-632014 |
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. Since the 2011 Plan, no new TOTAL share subscription option plan or TOTAL share purchase plan was decided. 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 as published by the Group according to its 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 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 as published by the Group according to its 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 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 as published by the Group according to its consolidated balance sheet and statement of income 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%.
B. | | TOTAL PERFORMANCE SHARE GRANTSperformance share grants |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2009 Plan | | | 2010 Plan | | | 2011 Plan | | | 2012 Plan | | | 2013 Plan | | | Total | | Date of the Shareholders’ Meeting | | | 05/16/2008 | | | | 05/16/2008 | | | | 05/13/2011 | | | | 05/13/2011 | | | | 05/13/2011 | | | | | | Date of the award | | | 09/15/2009 | | | | 09/14/2010 | | | | 09/14/2011 | | | | 07/26/2012 | | | | 07/25/2013 | | | | | | Date of the final award (end of the vesting period) | | | 09/16/2011 | | | | 09/15/2012 | | | | 09/15/2013 | | | | 07/27/2014 | | | | 07/26/2016 | | | | | | Transfer authorized as from | | | 09/16/2013 | | | | 09/15/2014 | | | | 09/15/2015 | | | | 07/27/2016 | | | | 07/26/2018 | | | | | | Number of performance shares | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of January 1, 2011 | | | 2,954,336 | | | | 3,000,637 | | | | — | | | | — | | | | — | | | | 5,954,973 | | Notified | | | — | | | | — | | | | 3,649,770 | | | | — | | | | — | | | | 3,649,770 | | Canceled | | | (26,214 | ) | | | (10,750 | ) | | | (19,579 | ) | | | — | | | | — | | | | (56,543 | ) | Finally granted | | | (2,928,122 | ) | | | (1,836 | ) | | | — | | | | — | | | | — | | | | (2,929,958 | ) | Outstanding as of January 1, 2012 | | | — | | | | 2,988,051 | | | | 3,630,191 | | | | — | | | | — | | | | 6,618,242 | | Notified | | | — | | | | — | | | | — | | | | 4,295,930 | | | | — | | | | 4,295,930 | | Canceled | | | 832 | | | | (32,650 | ) | | | (18,855 | ) | | | — | | | | — | | | | (50,673 | ) | Finally granted | | | (832 | ) | | | (2,955,401 | ) | | | (5,530 | ) | | | — | | | | — | | | | (2,961,763 | ) | Outstanding as of January 1, 2013 | | | — | | | | — | | | | 3,605,806 | | | | 4,295,930 | | | | — | | | | 7,901,736 | | Notified | | | — | | | | — | | | | — | | | | — | | | | 4,464,200 | | | | 4,464,200 | | Canceled | | | — | | | | — | | | | (14,970 | ) | | | (17,340 | ) | | | (3,810 | ) | | | (36,120 | ) | Finally granted | | | — | | | | — | | | | (3,590,836 | ) | | | (180 | ) | | | — | | | | (3,591,016 | ) | Outstanding as of December 31, 2013 | | | — | | | | — | | | | — | | | | 4,278,410 | | | | 4,460,390 | | | | 8,738,800 | |
| | | | | | | | | | | | | | | | | | | | | | | | | TOTAL performance share grants | | 2010 Plan | | | 2011 Plan | | | 2012 Plan | | | 2013 Plan | | | 2014 Plan | | | Total | | Date of the shareholders’ meeting | | | 05/16/2008 | | | | 05/13/2011 | | | | 05/13/2011 | | | | 05/13/2011 | | | | 05/16/2014 | | | | | | Date of the award | | | 09/14/2010 | | | | 09/14/2011 | | | | 07/26/2012 | | | | 07/25/2013 | | | | 07/29/2014 | | | | | | Date of the final award (end of the vesting period) | | | 09/15/2012 | | | | 09/15/2013 | | | | 07/27/2014 | | | | 07/26/2016 | | | | 07/30/2017 | | | | | | Transfer authorized as from | | | 09/15/2014 | | | | 09/15/2015 | | | | 07/27/2016 | | | | 07/26/2018 | | | | 07/30/2019 | | | | | | Number of performance shares | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of January 1, 2012 | | | 2,988,051 | | | | 3,630,191 | | | | — | | | | — | | | | — | | | | 6,618,242 | | Notified | | | — | | | | — | | | | 4,295,930 | | | | — | | | | — | | | | 4,295,930 | | Cancelled | | | (32,650 | ) | | | (18,855 | ) | | | — | | | | — | | | | — | | | | (51,505 | ) | Finally granted | | | (2,955,401 | ) | | | (5,530 | ) | | | — | | | | — | | | | — | | | | (2,960,931 | ) | Outstanding as of January 1, 2013 | | | — | | | | 3,605,806 | | | | 4,295,930 | | | | — | | | | — | | | | 7,901,736 | | Notified | | | — | | | | — | | | | — | | | | 4,464,200 | | | | — | | | | 4,464,200 | | Cancelled | | | — | | | | (14,970 | ) | | | (17,340 | ) | | | (3,810 | ) | | | — | | | | (36,120 | ) | Finally granted | | | — | | | | (3,590,836 | ) | | | (180 | ) | | | — | | | | — | | | | (3,591,016 | ) | Outstanding as of January 1, 2014 | | | — | | | | — | | | | 4,278,410 | | | | 4,460,390 | | | | — | | | | 8,738,800 | | Notified | | | — | | | | — | | | | — | | | | — | | | | 4,486,300 | | | | 4,486,300 | | Cancelled | | | — | | | | — | | | | (43,320 | ) | | | (22,360 | ) | | | (11,270 | ) | | | (76,950 | ) | Finally granted | | | — | | | | — | | | | (4,235,090 | ) | | | (3,570 | ) | | | — | | | | (4,238,660 | ) | Outstanding as of December 31, 2014 | | | — | | | | — | | | | — | | | | 4,434,460 | | | | 4,475,030 | | | | 8,909,490 | |
| | | F-64 | | TOTAL S.A. Form 20-F 2013 |
The performance shares, which are bought back by the Company on the market, are finally granted to their beneficiaries after a 3-year vesting period for the 2013 Planand 2014 Plans and a 2-year vesting period for the previous plans, 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 holding period from the date of the final grant. 2013 Planand 2014 Plans For the 2013 Plan,and 2014 Plans, the Board of Directors decided that for senior executives (other than the late Chairman and Chief Executive Officer), the final grant of all shares will be subject to a continued employment condition and a performance condition. The performance condition states that the number of shares finally granted is based on the average ROE of the Group as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015.2015 for the 2013 Plan and for fiscal years 2014, 2015 and 2016 for the 2014 Plan. The acquisition rate: is equal to zero if the average ROE is less than or equal to 8%; varies on a straight-line basis between 0% and 100% if the average ROE is greater than 8% and less than 16%; and is equal to 100% if the average ROE is greater than or equal to 16%. The Board of Directors also decided that for each beneficiary of more than 100 shares (other than the late Chairman and Chief Executive Officer and the senior executives) of more than 100 shares,, and subject to the continuous employment condition, the shares in excess of this numberthreshold will be finally granted subject to the performance condition mentioned before.described above and will be finally granted provided such performance condition is met. In addition, as part of the 2013 plan, the Board of Directors had decided that, subject to a continuous employment condition, the number of performance shares finally granted to the Chairman and Chief Executive Officer willwould be subject to two performance conditions: For 50% of the shares granted, the performance condition statesstated that the number of shares finally granted iswould have been based on the average ROE of the Group as published by the Group according to its consolidated balance sheet and statement of income for the three reference fiscal years 2013, 2014 and 2015.years. The acquisition rate iswould have been equal to zero if the average ROE ishad been less than or equal to 8%; varieswould have varied on a straight-line basis between 0% and 100% if the average ROE ishad been more than 8% and less than 16%; and iswould have been equal to 100% if the average ROE ishad been more than or equal to 16%. | | | 2014 Form 20-F TOTAL S.A. | | F-63 |
For 50% of the shares granted, the performance condition statesstated that the number of shares finally granted iswould have been based on the average ROACE of the Group as published by the Group according to its consolidated balance sheet and statement of income for the three reference fiscal years 2013, 2014 and 2015.years. The acquisition rate iswould have been equal to zero if the average ROACE ishad been less than or equal to 7%; varieswould have varied on a straight-line basis between 7%0% and 100% if the average ROACE ishad been more than 7% and less than 15%; and iswould have been equal to 100% if the average ROACE ishad been more than or equal to 15%. However following the death of Mr. de Margerie, and by application of the rules of the performance share plan, the late Chairman and Chief Executive Officer’s heirs can request to receive 100% of the performance shares initially granted. 2012 Plan For the 2012 Plan, the Board of Directors decided that for senior executives (other than the Chairman and Chief Executive Officer), the final grant of all shares will be subject to a continued employment condition and a performance condition. The performance condition states that the number of shares finally granted is based on the average ROE of the Group as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2012 and 2013. The acquisition rate: is equal to zero if the average ROE is less than or equal to 8%; varies on a straight-line basis between 0% and 100% if the average ROE is greater than 8% and less than 16%; and is equal to 100% if the average ROE is greater than or equal to 16%. The Board of Directors also decided that, 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 2012 plan, the Board of Directors decided that, subject to a continuous employment condition, the number of performance shares finally granted to the Chairman and Chief Executive Officer will be subject to two performance conditions: For 50% of the shares granted, the performance condition states that the number of shares finally granted is based on the average ROE of the Group as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2012 and 2013. The acquisition rate is equal to zero if the average ROE is less than or equal to 8%; varies on a straight-line basis between 0% and 100% if the average ROE is more than 8% and less than 16%; and is equal to 100% if the average ROE is more than or equal to 16%. | | | 2013 Form 20-F TOTAL S.A. | | F-65granted is based on the average ROE of the Group as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2012 and 2013. The acquisition rate is equal to zero if the average ROE is less than or equal to 8%; varies on a straight-line basis between 0% and 100% if the average ROE is more than 8% and less than 16%; and is equal to 100% if the average ROE is more than or equal to 16%. |
For 50% of the shares granted, the performance condition states that the number of shares finally granted is based on the average ROACE of the Group as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2012 and 2013. The acquisition rate is equal to zero if the average ROACE is less than or equal to 7%; varies on a straight-line basis between 7% and 100% if the average ROACE is more than 7% and less than 15%; and is equal to 100% if the average ROACE is more than or equal to 15%. 2011 Plan
For the 2011 Plan, the Board of Directors decided that for senior executives (other than the Chairman and Chief Executive Officer), the final grant of all shares will be subject to a continued employment condition and a performance condition. The performance condition states that the number of shares finally granted is based on the average ROE of the Group as published by the Group according to its 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 also decided that, 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 20112012 plan, the Board of Directors decided that, subject to a continuous employment condition, the number of performance shares finally granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:
For 50% of the shares granted, the performance condition states that the number of shares finally granted is based on the average ROE of the Group as
| | published by the Group according to its 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 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 shares granted, the performance condition states that the number of shares finally granted is based on the average ROACE of the Group as published by the Group according to its consolidated balance sheet and statement of income 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%.
Duedue to the application of the performance condition,conditions, the acquisition rate was 100% for the 2011 Plan.shares granted under condition depending on the ROE criteria and 88% for the shares granted under condition depending on the ROACE criteria. As a reminder, the acquisition rates were 100% for the 20092010 and 20102011 plans.
C. | | GLOBAL FREEGlobal free TOTAL SHARE PLANshare 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’s employees (employees of Total S.A. or companies in which Total S.A. holds directly or indirectly an interest of more than 50%). On June 30, 2010, entitlement rights to twenty-five free shares were granted to every employee. The final grant iswas subject to a continued employment condition during the plan’s vesting period. Depending on the country in which the companies of the Group arewere located, the acquisition period iswas either two years followed by a conservation period of two years (for the countries with a 2+2 structure), or four years without any conservation period (for the countries with a 4+0 structure). Following Furthermore, the vesting period, thegranted shares awarded will be new shares, issued from an increase of capital of TOTAL S.A., by incorporation of paid-in surplus or retained earnings.were not subject to a performance condition.
| | | F-66F-64 | | TOTAL S.A. Form 20-F 20132014 |
The Chairman and Chief Executive Officer acknowledged on July 2, 2012, the issuance and the award of 1,366,950 shares to the beneficiaries designated at the end of the 2-year acquisition period. The Chairman and Chief Executive Officer acknowledged on July 1, 2014, the issuance and the award of 666,575 shares to the beneficiaries designated at the end of the 4-year acquisition period. | | | 2010 Plan (2+2) | | 2010 Plan (4+0) | | Total | | | 2011 Plan (2+2) | | 2011 Plan (4+0) | | Total | | Date of the Shareholders’ Meeting | | | 05/16/2008 | | | | 05/16/2008 | | | | | Date of the shareholders’ meeting | | | | 05/16/2008 | | | | 05/16/2008 | | | | Date of the award(a) | | | 06/30/2010 | | | | 06/30/2010 | | | | | | 06/30/2010 | | | | 06/30/2010 | | | | Date of the final award | | | 07/01/2012 | | | | 07/01/2014 | | | | | | 07/01/2012 | | | | 07/01/2014 | | | | Transfer authorized as from | | | 07/01/2014 | | | | 07/01/2014 | | | | | 07/01/2014 | | | | 07/01/2014 | | | Number of free shares | | | | | | | | | | | | | | Outstanding as of January 1, 2011 | | | 1,508,650 | | | | 1,070,575 | | | | 2,579,225 | | | Notified | | | — | | | | — | | | | — | | | Canceled | | | (29,175 | ) | | | (54,625 | ) | | | (83,800 | ) | | Finally granted | | | (475 | ) | | | (425 | ) | | | (900 | ) | | Outstanding as of January 1, 2012 | | | 1,479,000 | | | | 1,015,525 | | | | 2,494,525 | | | | 1,479,000 | | | | 1,015,525 | | | | 2,494,525 | | Notified | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Canceled | | | (111,725 | ) | | | (40,275 | ) | | | (152,000 | ) | | Cancelled | | | | (111,725 | ) | | | (40,275 | ) | | | (152,000 | ) | Finally granted(b) | | | (1,367,275 | ) | | | (350 | ) | | | (1,367,625 | ) | | | (1,367,275 | ) | | | (350 | ) | | | (1,367,625 | ) | Outstanding as of January 1, 2013 | | | — | | | | 974,900 | | | | 974,900 | | | | — | | | | 974,900 | | | | 974,900 | | Notified | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Canceled | | | 100 | | | | (101,150 | ) | | | (101,050 | ) | | Finally granted | | | (100 | ) | | | (275 | ) | | | (375 | ) | | Outstanding as of December 31, 2013 | | | — | | | | 873,475 | | | | 873,475 | | | Cancelled | | | | 100 | | | | (101,150 | ) | | | (101,050 | ) | Finally granted(b) | | | | (100 | ) | | | (275 | ) | | | (375 | ) | Outstanding as of January 1, 2014 | | | | — | | | | 873,475 | | | | 873,475 | | Notified | | | | — | | | | — | | | | — | | Cancelled | | | | — | | | | (206,225 | ) | | | (206,225 | ) | Finally granted(c) | | | | — | | | | (667,250 | ) | | | (667,250 | ) | Outstanding as of December 31, 2014 | | | | — | | | | — | | | | — | |
(a) | The June 30, 2010, grant was decided by the Board of Directors on May 21, 2010. |
(b) | Final grant July 2, 2012 of 1,366,950 shares to the designated beneficiaries at the end of the 2-year acquisition period. |
(c) | Final grant July 1, 2014 of 666,575 shares to the designated beneficiaries at the end of the 4-year acquisition period. |
D. | | SUNPOWER PLANSSunPower plans |
SunPower has three stock incentive plans: the 1996 Stock Plan (“1996 Plan”), the Third 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 SunPower’s 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 PowerLight’s Board of Directors in October 2000. In May 2008, SunPower’sthe Company’s 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 SunPower’sthe Company’s 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 SunPower’sthe Company’s Board of Directors. Subsequent to the automatic annual increase effectiveAs of December 30, 2013,28, 2014, approximately 8.0 million shares were available for grant willunder the 2005 Plan. In fiscal 2014, the Company’s Board of Directors voted not to add the three percent annual increase to approximately 7.6 million.at the beginning of fiscal 2015. No new awards were being approved by the Company’s Board of Directors in fiscal 2014. 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 SunPower’sthe Company’s 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. | | | 2014 Form 20-F TOTAL S.A. | | F-65 |
The majority of shares issued are net of the minimum statutory withholding requirements that SunPowerthe Company pays on behalf of its employees. During fiscal 2014, 2013, 2012, and 2011,2012, the Company withheld 1,738,625 shares, 1,329,140 shares, 905,953 shares, and 221,262905,953 shares, respectively, to satisfy the employees’ tax obligations. SunPowerThe Company 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. | | | 2013 Form 20-F TOTAL S.A. | | F-67 |
The following table summarizes SunPower’s 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 | | | | — | | | | | | | | | | | | | | | | | | | Outstanding as of January 1, 2012 | | | 484 | | | | 26.62 | | | | | | | | | | | | | | | | | | | | | | | | | | | Exercised | | | (20 | ) | | | 2.59 | | | | | | | | | | Forfeited | | | (70 | ) | | | 24.17 | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 30, 2012 | | | 394 | | | | 28.27 | | | | 3.51 | | | | 310 | | | | | | | | | | | | | | | | | | | Exercisable as of December 30, 2012 | | | 394 | | | | 28.27 | | | | 3.51 | | | | 310 | | | | | | | | | | | | | | | | | | | Outstanding as of January 1, 2013 | | | 394 | | | | 28.27 | | | | | | | | | | | | | | | | | | | | | | | | | | | Exercised | | | (48 | ) | | | 3.24 | | | | | | | | | | Forfeited | | | (26 | ) | | | 42.25 | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 29, 2013 | | | 320 | | | | 30.87 | | | | 2.78 | | | | 3,269 | | | | | | | | | | | | | | | | | | | Exercisable as of December 29, 2013 | | | 320 | | | | 30.87 | | | | 2.78 | | | | 3,269 | |
| | | | | | | | | | | | | | | | | | | 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 and exercisable as of December 28, 2014 | | | 210 | | | | 41.44 | | | | 2.51 | | | | 1,036 | |
The intrinsic value of options exercised in fiscal 2014, 2013, and 2012 and 2011 were $2.4 million, $0.8 million, $0.1 million, and $0.3$0.1 million, respectively. There were no stock options granted in fiscal 2014, 2013, 2012, and in the second half of 2011.2012. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $28.91$26.32 at December 29, 2013,28, 2014 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 0.20.1 million shares as of December 29, 2013.28, 2014. The following table summarizes SunPower’s non-vested stock options and restricted stock activities thereafter: | | | Stock Options | | | Restricted Stock Awards and Units | | | 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)(a) | | | Shares (in thousands) | | Weighted-Average Exercise Price Per Share (in dollars) | | | Shares (in thousands) | | Weighted-Average Grant Date Fair Value Per Share (in dollars)(a) | | Outstanding as of July 3, 2011 | | | 67 | | | | 41.34 | | | | 7,198 | | | | 16.03 | | | Outstanding as of January 1, 2012 | | | | 43 | | | | 48.33 | | | | 7,370 | | | | 13.25 | | | | | | | | | | | | | | | | | | | | | | | | | | | Granted | | | — | | | | — | | | | 2,336 | | | | 6.91 | | | | — | | | | — | | | | 5,638 | | | | 5.93 | | Vested(b) | | | (19 | ) | | | 28.73 | | | | (691 | ) | | | 18.96 | | | | (30 | ) | | | 57.79 | | | | (2,845 | ) | | | 13.94 | | Forfeited | | | (5 | ) | | | 31.29 | | | | (1,473 | ) | | | 14.10 | | | | (13 | ) | | | 24.72 | | | | (1,587 | ) | | | 11.52 | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2011 | | | 43 | | | | 48.33 | | | | 7,370 | | | | 13.25 | | | Outstanding as of December 30, 2012 | | | | — | | | | — | | | | 8,576 | | | | 8.53 | | | | | | | | | | | | | | | | | | | | | | | | | | | Granted | | | — | | | | — | | | | 5,638 | | | | 5.93 | | | | — | | | | — | | | | 5,607 | | | | 15.88 | | Vested(b) | | | (30 | ) | | | 57.79 | | | | (2,845 | ) | | | 13.94 | | | | — | | | | — | | | | (3,583 | ) | | | 9.48 | | Forfeited | | | (13 | ) | | | 24.72 | | | | (1,587 | ) | | | 11.52 | | | | — | | | | — | | | | (1,008 | ) | | | 10.10 | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2012 | | | — | | | | — | | | | 8,576 | | | | 8.53 | | | Outstanding as of December 29, 2013 | | | | — | | | | — | | | | 9,592 | | | | 12.26 | | | | | | | | | | | | | | | | | | | | | | | | | | | Granted | | | — | | | | — | | | | 5,607 | | | | 15.88 | | | | — | | | | — | | | | 2,187 | | | | 31.80 | | Vested(b) | | | — | | | | — | | | | (3,583 | ) | | | 9.48 | | | | — | | | | — | | | | (4,432 | ) | | | 11.61 | | Forfeited | | | — | | | | — | | | | (1,008 | ) | | | 10.10 | | | | — | | | | — | | | | (792 | ) | | | 15.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2013 | | | — | | | | — | | | | 9,592 | | | | 12.26 | | | Outstanding as of December 28, 2014 | | | | — | | | | — | | | | 6,555 | | | | 18.88 | |
(a) | The Company estimates the fair value of the restricted stock unit awards as the stock price on the grant date. |
(b) | Restricted stock awards and units vested include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. |
| | | F-68 | | TOTAL S.A. Form 20-F 2013 |
E. | | SHARE-BASED PAYMENT EXPENSEShare-based payment expense |
Share-based payment expense before tax for the year 2014 amounts to $194 million and is broken down as follows: $114 million for TOTAL restricted shares plans; and $80 million for SunPower plans. Share-based payment expense before tax for the year 2013 amountsamounted to€216 $287 million and iswas broken down as follows: €3$4 million for TOTAL share subscription plans;
€128$170 million for TOTAL restricted shares plans;
€74$98 million for SunPower plans; and
€11$14 million for the capital increase reserved for employees (see Note 17).
| | | F-66 | | TOTAL S.A. Form 20-F 2014 |
Share-based payment expense before tax for the year 2012 amounted to€148 $191 million and was broken down as follows: €13$17 million for TOTAL share subscription plans;
€133$171 million for TOTAL restricted shares plans; and
€2$3 million for SunPower plans.
Share-based payment expense before tax for the year 2011 amounted to€178 million and was broken down as follows:
€27 million for TOTAL share subscription plans;
€134 million for TOTAL restricted shares plans; and
€17 million for SunPower plans.
The fair value of the options granted in 2011 has been measured according to the Black-Scholes method and based on the following assumptions:
| | | | | | | | | | | | | For the year ended December 31, | | 2013 | | | 2012 | | | 2011 | | Risk free interest rate (%)(a) | | | — | | | | — | | | | 2.0 | | Expected dividends (%)(b) | | | — | | | | — | | | | 5.6 | | Expected volatility (%)(c) | | | — | | | | — | | | | 27.5 | | Vesting period (years) | | | — | | | | — | | | | 2 | | Exercise period (years) | | | — | | | | — | | | | 8 | | Fair value of the granted options (€ per option) | | | — | | | | — | | | | 4.4 | |
(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. |
In 2014, 2013 and 2012 no new TOTAL share subscription option plan was decided. 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 nontransferable shares, and second, in purchasing the same number of shares in cash with a loan financing reimbursable “in fine”. During 2011, the main 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 reference’s 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 consumer’s credit rate. |
Due to the fact that the non transferability cost was higher than the discount, no cost has been accounted in 2011.
The Combined General Meeting of May 11, 2012 delegated to the Board of Directors, in its seventeenth resolution, the authority to carry out in one or more occasions within a maximum period of twenty-six months, a capital increase reserved for employees belonging to an employee savings plan. This same Combined General Meeting of May 11, 2012 also delegated to the Board of Directors the powers necessary to accomplish in one or more occasions within a maximum period of eighteen months, a capital increase with the objective of providing employees with their registered office located outside France with benefits comparable to those granted to the employees included in the seventeenth resolution of the Combined General Meeting of May 11, 2012. Pursuant to these delegations, the Board of Directors, during its September 18, 2012 meeting, decided to proceed with a capital increase reserved for employees that included a classic offer and a leveraged offer depending on the employees’ choice, within the limit of 18 million shares with dividend rights as of January 1, 2012. This capital increase resulted in the subscription of 10,802,215 shares with a par value of€2.52.50 at a unit price of€30.70. The issuance of the shares was acknowledged on April 25, 2013. The cost of the capital increase reserved for employees consists of the cost related to the discount on all the shares subscribed using both the classic and the leveraged schemes, and the opportunity gain for the shares subscribed using the leveraged scheme. This | | | 2013 Form 20-F TOTAL S.A. | | F-69 |
opportunity gain corresponds to the benefit of subscribing to the leveraged offer, rather than reproducing the same economic profile through the purchase of options in the market for individual investors. The global cost 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 nontransferable shares, and second, in purchasing the same number of shares in cash with a loan financing reimbursable “in fine”. During the year 2013, the main assumptions used for the valuation of the cost of the capital increase reserved for employees were the following: | | | | | For the year ended December 31, | | 2013 | | Date of the Board of Directors meeting that decided the issue | | | September 18, 2012 | | Subscription price (€)(a) | | | 30.70 | | Share price at the reference date (€)(b) | | | 39.57 | | Number of shares (in millions) | | | 10.80 | | Risk free interest rate (%)(c) | | | 0.88 | | Employees’Employees loan financing rate (%)(d)
| | | 6.97 | | Non transferability cost (% of the reference’s share price) | | | 22.1 | |
(a) | Average of the closing TOTAL share prices during the twenty trading days prior to March 14, 2013, date on which the Chairman and Chief Executive Officer set the subscription period, after deduction of a 20% discount. |
(b) | Share price on March 14, 2013, date on which the Chairman and Chief Executive Officer set the subscription period. |
(c) | Zero coupon Euro swap rate at 5 years. |
(d) | The employees’ loan financing rate is based on a 5 year consumer’s credit rate. |
A cost of€10.6 $14.1 million related to the capital increase reserved for employees has been accounted to the fiscal year 2013. The Combined General Meeting of May 16, 2014, in its fourteenth resolution, delegated to the Board of Directors the authority to carry out in one or more occasions within a maximum period of twenty-six months, a capital increase reserved for employees belonging to an employee savings plan. The Combined General Meeting of May 16, 2014, in its fifteenth resolution, also delegated to the Board of Directors the powers necessary to accomplish in one or more occasions within a maximum period of eighteen months, a capital increase with the objective of providing employees with their registered office located outside France with benefits comparable to those granted to the employees included in the fourteenth resolution of the Combined General Meeting of May 16, 2014. Pursuant to these delegations, the Board of Directors, during its July 29, 2014, meeting, decided to proceed with a capital increase reserved for employees that included a classic offering and a leveraged offering depending on the | | | 2014 Form 20-F TOTAL S.A. | | F-67 |
employees’ choice, within the limit of 18 million shares with dividend rights as of January 1, 2014. All powers were delegated to the Chief Executive Officer to determine the opening and closing of the subscription period and the subscription price. This capital increase, opened in 2014, should be completed before the General Meeting of 2015. 26)PAYROLL AND STAFFPayroll and staff | For the year ended December 31, | | 2013 | | | 2012 | | | 2011 | | | 2014 | | | 2013 | | | 2012 | | Personnel expenses (M€) | | | | | | | | Personnel expenses(M$) | | | | | | | | Wages and salaries (including social charges) | | | 7,096 | | | | 7,135 | | | | 6,579 | | | | 9,690 | | | | 9,424 | | | | 9,167 | | Group employees | | | | | | | | | | | | | France | | | | | | | | | | | | | • Management | | | 11,189 | | | | 11,347 | | | | 11,123 | | | | 11,477 | | | | 11,189 | | | | 11,347 | | • Other | | | 22,010 | | | | 23,656 | | | | 23,914 | | | | 21,120 | | | | 22,010 | | | | 23,656 | | International | | | | | | | | | | | | | • Management | | | 17,338 | | | | 16,307 | | | | 15,713 | | | | 17,794 | | | | 17,338 | | | | 16,307 | | • Other | | | 48,262 | | | | 45,816 | | | | 45,354 | | | | 49,916 | | | | 48,262 | | | | 45,816 | | Total | | | 98,799 | | | | 97,126 | | | | 96,104 | | | | 100,307 | | | | 98,799 | | | | 97,126 | |
The number of employees includes only employees of fully consolidated subsidiaries. 27)STATEMENT OF CASH FLOWSStatement of cash flows A) | | CASH FLOW FROM OPERATING ACTIVITIESCash 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€) | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Interests paid | | | (538 | ) | | | (694 | ) | | | (679 | ) | | | (789 | ) | | | (715 | ) | | | (892 | ) | Interests received | | | 57 | | | | 73 | | | | 277 | | | | 119 | | | | 76 | | | | 94 | | Income tax paid(a) | | | (10,322 | ) | | | (13,067 | ) | | | (12,061 | ) | | | (11,374 | ) | | | (13,708 | ) | | | (16,788 | ) | Dividends received | | | 2,107 | | | | 2,419 | | | | 2,133 | | | | 2,992 | | | | 2,798 | | | | 3,108 | |
(a) | These amounts include taxes paid in kind under production-sharing contracts in Exploration & Production. |
Changes in working capital are detailed as follows: | For the year ended December 31, (M€) | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Inventories | | | 812 | | | | 372 | | | | (1,845 | ) | | | 5,289 | | | | 1,079 | | | | 478 | | Accounts receivable | | | 2,396 | | | | 767 | | | | (1,287 | ) | | | 5,916 | | | | 3,181 | | | | 986 | | Other current assets | | | (1,264 | ) | | | (226 | ) | | | (2,409 | ) | | | (1,605 | ) | | | (1,678 | ) | | | (291 | ) | Accounts payable | | | 130 | | | | 345 | | | | 2,646 | | | | (4,531 | ) | | | 174 | | | | 443 | | Other creditors and accrued liabilities | | | (144 | ) | | | (174 | ) | | | 1,156 | | | | (589 | ) | | | (231 | ) | | | (224 | ) | Net amount | | | 1,930 | | | | 1,084 | | | | (1,739 | ) | | | 4,480 | | | | 2,525 | | | | 1,392 | |
B) | | CASH FLOW USED IN FINANCING ACTIVITIESCash flow used in financing activities |
Changes in non-current financial debt are detailed in the following table underas a net value due to the high number of multiple drawings:drawings on revolving credit lines: | For the year ended December 31, (M€) | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Issuance of non-current debt | | | 8,448 | | | | 5,539 | | | | 4,234 | | | | 15,874 | | | | 11,221 | | | | 7,114 | | Repayment of non-current debt | | | (89 | ) | | | (260 | ) | | | (165 | ) | | | (88 | ) | | | (119 | ) | | | (334 | ) | Net amount | | | 8,359 | | | | 5,279 | | | | 4,069 | | | | 15,786 | | | | 11,102 | | | | 6,780 | |
C) | | CASH AND CASH EQUIVALENTSCash and cash equivalents |
Cash and cash equivalents are detailed as follows: | For the year ended December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | | 2013 | | | 2012 | | Cash | | | 9,351 | | | | 6,202 | | | | 4,715 | | | | 13,874 | | | | 12,895 | | | | 8,183 | | Cash equivalents | | | 5,296 | | | | 9,267 | | | | 9,310 | | | | 11,307 | | | | 7,305 | | | | 12,226 | | Total | | | 14,647 | | | | 15,469 | | | | 14,025 | | | | 25,181 | | | | 20,200 | | | | 20,409 | |
Cash equivalents are mainly composed of deposits less than three months deposited in government institutions or deposit banks selected in accordance with strict criteria. | | | F-70F-68 | | TOTAL S.A. Form 20-F 20132014 |
28)FINANCIAL ASSETS AND LIABILITIES ANALYSIS PER INSTRUMENTS CLASS AND STRATEGYFinancial assets and liabilities analysis per instrument class and strategy The financial assets and liabilities disclosed in the balance sheet are detailed as follows: | | | Financial instruments related to financing and operational activities | | Other financial instruments | | Total | | Fair value | | | Financial instruments related to financing and operational activities | | Other financial instruments | | Total | | Fair value | | | | Amortized cost | | Fair value | | | | | | | | | | Amortized cost | | Fair value | | | | | | | | | As of December 31, 2013 (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 | | | | | | | | | As of December 31, 2014 (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 | | | 2,577 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,577 | | | | 2,577 | | | | 4,626 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,626 | | | | 4,626 | | Other investments | | | — | | | | 1,207 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,207 | | | | 1,207 | | | | — | | | | 1,399 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,399 | | | | 1,399 | | Hedging instruments of non-current financial debt | | | — | | | | — | | | | — | | | | — | | | | 873 | | | | 155 | | | | — | | | | — | | | | 1,028 | | | | 1,028 | | | | — | | | | — | | | | — | | | | — | | | | 1,084 | | | | 235 | | | | — | | | | — | | | | 1,319 | | | | 1,319 | | Other non-current assets | | | 2,592 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,592 | | | | 2,592 | | | | 3,326 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,326 | | | | 3,326 | | Accounts receivable, net(C)(c) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 16,984 | | | | 16,984 | | | | 16,984 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 15,704 | | | | 15,704 | | | | 15,704 | | Other operating receivables | | | — | | | | — | | | | 927 | | | | — | | | | — | | | | — | | | | — | | | | 6,264 | | | | 7,191 | | | | 7,191 | | | | — | | | | — | | | | 2,502 | | | | — | | | | — | | | | 7 | | | | — | | | | 8,283 | | | | 10,792 | | | | 10,792 | | Current financial assets | | | 117 | | | | — | | | | 78 | | | | — | | | | 340 | | | | 1 | | | | — | | | | — | | | | 536 | | | | 536 | | | | 469 | | | | — | | | | 364 | | | | — | | | | 460 | | | | — | | | | — | | | | — | | | | 1,293 | | | | 1,293 | | Cash and cash equivalents | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,647 | | | | 14,647 | | | | 14,647 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 25,181 | | | | 25,181 | | | | 25,181 | | Total financial assets | | | 5,286 | | | | 1,207 | | | | 1,005 | | | | — | | | | 1,213 | | | | 156 | | | | — | | | | 37,895 | | | | 46,762 | | | | 46,762 | | | | 8,421 | | | | 1,399 | | | | 2,866 | | | | — | | | | 1,544 | | | | 242 | | | | — | | | | 49,168 | | | | 63,640 | | | | 63,640 | | Total non-financial assets | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 126,729 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 166,158 | | | | — | | Total assets | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 173,491 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 229,798 | | | | — | | Non-current financial debt | | | (5,064 | ) | | | — | | | | — | | | | (19,769 | ) | | | (236 | ) | | | — | | | | — | | | | — | | | | (25,069 | ) | | | (25,670 | ) | | | (7,179 | ) | | | — | | | | — | | | | (37,355 | ) | | | (944 | ) | | | (3 | ) | | | — | | | | — | | | | (45,481 | ) | | | (46,472 | ) | Accounts payable(C)(c) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (21,958 | ) | | | (21,958 | ) | | | (21,958 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (24,150 | ) | | | (24,150 | ) | | | (24,150 | ) | Other operating liabilities | | | — | | | | — | | | | (615 | ) | | | — | | | | — | | | | (19 | ) | | | — | | | | (5,307 | ) | | | (5,941 | ) | | | (5,941 | ) | | | — | | | | — | | | | (1,073 | ) | | | — | | | | — | | | | (4 | ) | | | — | | | | (6,858 | ) | | | (7,935 | ) | | | (7,935 | ) | Current borrowings | | | (4,279 | ) | | | — | | | | — | | | | (3,837 | ) | | | — | | | | — | | | | — | | | | — | | | | (8,116 | ) | | | (8,116 | ) | | | (6,241 | ) | | | — | | | | — | | | | (4,701 | ) | | | — | | | | — | | | | — | | | | — | | | | (10,942 | ) | | | (10,942 | ) | Other current financial liabilities | | | — | | | | — | | | | (44 | ) | | | — | | | | (228 | ) | | | (4 | ) | | | — | | | | — | | | | (276 | ) | | | (276 | ) | | | — | | | | — | | | | (47 | ) | | | — | | | | (133 | ) | | | — | | | | — | | | | — | | | | (180 | ) | | | (180 | ) | Total financial liabilities | | | (9,343 | ) | | | — | | | | (659 | ) | | | (23,606 | ) | | | (464 | ) | | | (23 | ) | | | — | | | | (27,265 | ) | | | (61,360 | ) | | | (61,961 | ) | | | (13,420 | ) | | | — | | | | (1,120 | ) | | | (42,056 | ) | | | (1,077 | ) | | | (7 | ) | | | — | | | | (31,008 | ) | | | (88,688 | ) | | | (89,679 | ) | Total non-financial liabilities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (112,131 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (141,110 | ) | | | — | | Total liabilities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (173,491 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (229,798 | ) | | | — | |
(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). |
(c) | The impact of offsetting on accounts receivable, net is €(2,508)$(1,970) million and + €2,508$+1,970 million on accounts payable. |
| | | 20132014 Form 20-F TOTAL S.A. | | F-71F-69 |
| | | Financial instruments related to financing and operational activities | | Other financial instruments | | Total | | Fair value | | | Financial instruments related to financing and trading activities | | Other financial instruments | | Total | | Fair value | | | | Amortized cost | | Fair value | | | | | | | | | | Amortized cost | | Fair value | | | | | | | | | As of December 31, 2012 (M€) Assets / (Liabilities) | | | | Available for sale(a) | | Held for trading | | Financial debt(b) | | Hedging of financial debt | | Cash flow hedge | | Net investment hedge and other | | | | | | | | | As of December 31, 2013 (M$) 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 | | | 2,360 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,360 | | | | 2,360 | | | | 3,554 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,554 | | | | 3,554 | | Other investments | | | — | | | | 1,190 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,190 | | | | 1,190 | | | | — | | | | 1,666 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,666 | | | | 1,666 | | Hedging instruments of non-current financial debt | | | — | | | | — | | | | — | | | | — | | | | 1,566 | | | | 60 | | | | — | | | | — | | | | 1,626 | | | | 1,626 | | | | — | | | | — | | | | — | | | | — | | | | 1,204 | | | | 214 | | | | — | | | | — | | | | 1,418 | | | | 1,418 | | Other non-current assets | | | 2,207 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,207 | | | | 2,207 | | | | 3,575 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,575 | | | | 3,575 | | Accounts receivable, net(C)(c) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 19,206 | | | | 19,206 | | | | 19,206 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 23,422 | | | | 23,422 | | | | 23,422 | | Other operating receivables | | | — | | | | — | | | | 681 | | | | — | | | | — | | | | — | | | | — | | | | 5,477 | | | | 6,158 | | | | 6,158 | | | | — | | | | — | | | | 1,278 | | | | — | | | | — | | | | — | | | | — | | | | 8,639 | | | | 9,917 | | | | 9,917 | | Current financial assets | | | 1,093 | | | | — | | | | 38 | | | | — | | | | 430 | | | | 1 | | | | — | | | | — | | | | 1,562 | | | | 1,562 | | | | 161 | | | | — | | | | 108 | | | | — | | | | 469 | | | | 1 | | | | — | | | | — | | | | 739 | | | | 739 | | Cash and cash equivalents | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 15,469 | | | | 15,469 | | | | 15,469 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 20,200 | | | | 20,200 | | | | 20,200 | | Total financial assets | | | 5,660 | | | | 1,190 | | | | 719 | | | | — | | | | 1,996 | | | | 61 | | | | — | | | | 40,152 | | | | 49,778 | | | | 49,778 | | | | 7,290 | | | | 1,666 | | | | 1,386 | | | | — | | | | 1,673 | | | | 215 | | | | — | | | | 52,261 | | | | 64,491 | | | | 64,491 | | Total non-financial assets | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 121,446 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 174,732 | | | | — | | Total assets | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 171,224 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 239,223 | | | | — | | Non-current financial debt | | | (5,086 | ) | | | — | | | | — | | | | (17,177 | ) | | | (11 | ) | | | — | | | | — | | | | — | | | | (22,274 | ) | | | (22,473 | ) | | | (6,985 | ) | | | — | | | | — | | | | (27,264 | ) | | | (325 | ) | | | — | | | | — | | | | — | | | | (34,574 | ) | | | (35,401 | ) | Accounts payable(C)(c) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (21,648 | ) | | | (21,648 | ) | | | (21,648 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (30,282 | ) | | | (30,282 | ) | | | (30,282 | ) | Other operating liabilities | | | — | | | | — | | | | (456 | ) | | | — | | | | — | | | | (10 | ) | | | — | | | | (5,438 | ) | | | (5,904 | ) | | | (5,904 | ) | | | — | | | | — | | | | (848 | ) | | | — | | | | — | | | | (26 | ) | | | — | | | | (7,317 | ) | | | (8,191 | ) | | | (8,191 | ) | Current borrowings | | | (6,787 | ) | | | — | | | | — | | | | (4,229 | ) | | | — | | | | — | | | | — | | | | — | | | | (11,016 | ) | | | (11,016 | ) | | | (5,901 | ) | | | — | | | | — | | | | (5,292 | ) | | | — | | | | — | | | | — | | | | — | | | | (11,193 | ) | | | (11,193 | ) | Other current financial liabilities | | | — | | | | — | | | | (88 | ) | | | — | | | | (84 | ) | | | (4 | ) | | | — | | | | — | | | | (176 | ) | | | (176 | ) | | | — | | | | — | | | | (61 | ) | | | — | | | | (314 | ) | | | (6 | ) | | | — | | | | — | | | | (381 | ) | | | (381 | ) | Total financial liabilities | | | (11,873 | ) | | | — | | | | (544 | ) | | | (21,406 | ) | | | (95 | ) | | | (14 | ) | | | — | | | | (27,086 | ) | | | (61,018 | ) | | | (61,217 | ) | | | (12,886 | ) | | | — | | | | (909 | ) | | | (32,556 | ) | | | (639 | ) | | | (32 | ) | | | — | | | | (37,599 | ) | | | (84,621 | ) | | | (85,448 | ) | Total non-financial liabilities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (110,206 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (154,602 | ) | | | — | | Total liabilities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (171,224 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (239,223 | ) | | | — | |
(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). |
(c) | The impact of offsetting on accounts receivable, net is €(1,082)$(3,458) million and + €1,082$+3,458 million on accounts payable. |
| | | F-72F-70 | | TOTAL S.A. Form 20-F 20132014 |
| | | Financial instruments related to financing and trading activities | | Other financial instruments | | Total | | Fair value | | | Financial instruments related to financing and trading activities | | | Other financial instruments | | Total | | Fair value | | | | Amortized cost | | 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 | | | | | | | | | As of December 31, 2012(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 | | | | 3,114 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,114 | | | | 3,114 | | Other investments | | | — | | | | 3,674 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,674 | | | | 3,674 | | | | — | | | | 1,571 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,571 | | | | 1,571 | | Hedging instruments of non-current financial debt | | | — | | | | — | | | | — | | | | — | | | | 1,971 | | | | 5 | | | | — | | | | — | | | | 1,976 | | | | 1,976 | | | | — | | | | — | | | | — | | | | — | | | | 2,066 | | | | 79 | | | | — | | | | — | | | | 2,145 | | | | 2,145 | | Other non-current assets | | | 2,055 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,055 | | | | 2,055 | | | | 2,912 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,912 | | | | 2,912 | | Accounts receivable, net(C)(c) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 20,049 | | | | 20,049 | | | | 20,049 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 25,339 | | | | 25,339 | | | | 25,339 | | Other operating receivables | | | — | | | | — | | | | 1,017 | | | | — | | | | — | | | | — | | | | — | | | | 6,450 | | | | 7,467 | | | | 7,467 | | | | — | | | | — | | | | 899 | | | | — | | | | — | | | | — | | | | — | | | | 7,227 | | | | 8,126 | | | | 8,126 | | Current financial assets | | | 146 | | | | — | | | | 159 | | | | — | | | | 383 | | | | 12 | | | | — | | | | — | | | | 700 | | | | 700 | | | | 1,442 | | | | — | | | | 50 | | | | — | | | | 568 | | | | 1 | | | | — | | | | — | | | | 2,061 | | | | 2,061 | | Cash and cash equivalents | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,025 | | | | 14,025 | | | | 14,025 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 20,409 | | | | 20,409 | | | | 20,409 | | Total financial assets | | | 4,447 | | | | 3,674 | | | | 1,176 | | | | — | | | | 2,354 | | | | 17 | | | | — | | | | 40,524 | | | | 52,192 | | | | 52,192 | | | | 7,468 | | | | 1,571 | | | | 949 | | | | — | | | | 2,634 | | | | 80 | | | | — | | | | 52,975 | | | | 65,677 | | | | 65,677 | | Total non-financial assets | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 111,513 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 160,209 | | | | — | | Total assets | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 163,705 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 225,886 | | | | — | | Non-current financial debt | | | (4,858 | ) | | | — | | | | — | | | | (17,551 | ) | | | (97 | ) | | | (49 | ) | | | — | | | | (2 | ) | | | (22,557 | ) | | | (23,247 | ) | | | (6,712 | ) | | | — | | | | — | | | | (22,666 | ) | | | (14 | ) | | | — | | | | — | | | | — | | | | (29,392 | ) | | | (29,651 | ) | Accounts payable(C)(c) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (22,086 | ) | | | (22,086 | ) | | | (22,086 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (28,563 | ) | | | (28,563 | ) | | | (28,563 | ) | Other operating liabilities | | | — | | | | — | | | | (548 | ) | | | — | | | | — | | | | — | | | | — | | | | (4,893 | ) | | | (5,441 | ) | | | (5,441 | ) | | | — | | | | — | | | | (602 | ) | | | — | | | | — | | | | (13 | ) | | | — | | | | (7,169 | ) | | | (7,784 | ) | | | (7,784 | ) | Current borrowings | | | (6,158 | ) | | | — | | | | | | (3,517 | ) | | | — | | | | — | | | | — | | | | — | | | | (9,675 | ) | | | (9,675 | ) | | | (8,955 | ) | | | — | | | | — | | | | (5,580 | ) | | | — | | | | — | | | | — | | | | — | | | | (14,535 | ) | | | (14,535 | ) | Other current financial liabilities | | | — | | | | — | | | | (87 | ) | | | — | | | | (40 | ) | | | (14 | ) | | | (26 | ) | | | — | | | | (167 | ) | | | (167 | ) | | | — | | | | — | | | | (116 | ) | | | — | | | | (111 | ) | | | (5 | ) | | | — | | | | — | | | | (232 | ) | | | (232 | ) | Total financial liabilities | | | (11,016 | ) | | | — | | | | (635 | ) | | | (21,068 | ) | | | (137 | ) | | | (63 | ) | | | (26 | ) | | | (26,981 | ) | | | (59,926 | ) | | | (60,616 | ) | | | (15,667 | ) | | | — | | | | (718 | ) | | | (28,246 | ) | | | (125 | ) | | | (18 | ) | | | — | | | | (35,732 | ) | | | (80,506 | ) | | | (80,765 | ) | Total non-financial liabilities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (103,779 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (145,380 | ) | | | — | | Total liabilities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (163,705 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (225,886 | ) | | | — | |
(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). |
(c) | The impact of offsetting on accounts receivable, net is €(779)$(1,428) million and + €779$+1,428 million on accounts payable. |
| | | 20132014 Form 20-F TOTAL S.A. | | F-73F-71 |
29)FAIR VALUE OF FINANCIAL INSTRUMENTS (EXCLUDING COMMODITY CONTRACTS)Fair value of financial instruments (excluding commodity contracts) A) | | IMPACT ON THE STATEMENT OF INCOME PER NATURE OF FINANCIAL INSTRUMENTSImpact on the statement of income per nature of financial instruments |
Operating assets and liabilities The impact on the statement of income is detailed as follows: | For the year ended December 31, (M€) | | 2013 | | 2012 | | 2011 | | | Assets available for sale (investments): | | | | | | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Assets available for sale (investments) : | | | | | | | | — dividend income on non-consolidated subsidiaries | | | 152 | | | | 223 | | | | 330 | | | | 282 | | | | 202 | | | | 286 | | — gains (losses) on disposal of assets | | | 112 | | | | 516 | | | | 103 | | | | 13 | | | | 149 | | | | 661 | | — other | | | (71 | ) | | | (60 | ) | | | (29 | ) | | | (84 | ) | | | (94 | ) | | | (77 | ) | Loans and receivables | | | 80 | | | | (20 | ) | | | (34 | ) | | | 9 | | | | 106 | | | | (26 | ) | Impact on net operating income | | | 273 | | | | 659 | | | | 370 | | | | 220 | | | | 363 | | | | 844 | |
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€) | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Loans and receivables | | | 70 | | | | 80 | | | | 271 | | | | 135 | | | | 94 | | | | 102 | | Financing liabilities and associated hedging instruments | | | (677 | ) | | | (675 | ) | | | (730 | ) | | | (750 | ) | | | (899 | ) | | | (868 | ) | Fair value hedge (ineffective portion) | | | 7 | | | | 4 | | | | 17 | | | | 2 | | | | 9 | | | | 5 | | Assets and liabilities held for trading | | | (6 | ) | | | 20 | | | | 2 | | | | (27 | ) | | | (8 | ) | | | 26 | | Impact on the cost of net debt | | | (606 | ) | | | (571 | ) | | | (440 | ) | | | (640 | ) | | | (804 | ) | | | (735 | ) |
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 STRATEGIESImpact 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€) | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Revaluation at market value of bonds | | | 1,075 | | | | 321 | | | | (301 | ) | | | 443 | | | | 1,428 | | | | 412 | | Swap hedging of bonds | | | (1,068 | ) | | | (317 | ) | | | 318 | | | | (441 | ) | | | (1,419 | ) | | | (407 | ) | Ineffective portion of the fair value hedge | | | 7 | | | | 4 | | | | 17 | | | | 2 | | | | 9 | | | | 5 | |
The ineffective portion is not representative of the Group’s performance considering the Group’s objective to hold swaps to maturity. The current portion of the swaps valuation is not subject to active management. | | | F-74 | | TOTAL S.A. Form 20-F 2013 |
Net investment hedge These instruments are recorded directly in shareholders’ equityother comprehensive income 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, | | | For the year ended December 31, (M$) | | | As of January 1, | | Variations | | Disposals | | | As of December 31 | | 2014 | | | | (367 | ) | | | (144 | ) | | | — | | | | (511 | ) | 2013 | | | (291 | ) | | | 25 | | | | — | | | | (266 | ) | | | (384 | ) | | | 17 | | | | — | | | | (367 | ) | 2012 | | | (104 | ) | | | (187 | ) | | | — | | | | (291 | ) | | | (135 | ) | | | (249 | ) | | | — | | | | (384 | ) | 2011 | | | (243 | ) | | | 139 | | | | — | | | | (104 | ) | |
| | | F-72 | | TOTAL S.A. Form 20-F 2014 |
As forof December 31, 2014, 2013 and 2012 the Group had no open forward contracts under these hedging instruments as of December 31, 2013. The fair value of open forward instruments was€(26) million in 2011.instruments. Cash flow hedge The impact on the statement of income and on equity of the hedging instruments qualified as cash flow hedges is detailed as follows: | For the year ended December 31, (M€) | | 2013 | | | 2012 | | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | | 2012 | | Profit (Loss) recorded in equity during the period | | | 117 | | | | 65 | | | | (84 | ) | | | 97 | | | | 156 | | | | 83 | | Recycled amount from equity to the income statement during the period | | | 65 | | | | 87 | | | | (47 | ) | | | (295 | ) | | | 86 | | | | 112 | |
As of December 31, 2014, 2013 2012, and 2011,2012, the ineffective portion of these financial instruments is equal to zero. | | | 2013 Form 20-F TOTAL S.A. | | F-75 |
C) | | MATURITY OF DERIVATIVE INSTRUMENTSMaturity of derivative instruments |
The maturity of the notional amounts of derivative instruments, excluding the commodity contracts, is detailed in the following table: | | | | | Notional value(a) | | | | | Notional value(a) | | As of December 31, 2013 (M€) Assets / (Liabilities) | | Fair value | | | Total | | | 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 and after | | | For the year ended December 31, 2014 (M$) Assets / (Liabilities) | | | Fair value | | | Total | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 | | 2020 and after | | Fair value hedge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Swaps hedging fixed-rates bonds (liabilities) | | | (236 | ) | | | 7,480 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (944 | ) | | | 21,546 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (assets) | | | 873 | | | | 12,156 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,084 | | | | 14,946 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (assets and liabilities) | | | 637 | | | | 19,636 | | | | — | | | | 3,410 | | | | 2,606 | | | | 2,970 | | | | 3,749 | | | | 6,901 | | | | 140 | | | | 36,492 | | | | — | | | | 3,505 | | | | 4,490 | | | | 5,018 | | | | 3,255 | | | | 20,224 | | Swaps hedging fixed-rates bonds (current portion) (liabilities) | | | (228 | ) | | | 1,366 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (133 | ) | | | 1,004 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (current portion) (assets) | | | 340 | | | | 2,793 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 460 | | | | 4,163 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) | | | 112 | | | | 4,159 | | | | 4,159 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 327 | | | | 5,167 | | | | 5,167 | | | | — | | | | — | | | | — | | | | — | | | | — | | Cash flow hedge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Swaps hedging fixed-rates bonds (liabilities) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3 | ) | | | 247 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (assets) | | | 155 | | | | 1,610 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 235 | | | | 2,221 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (assets and liabilities) | | | 155 | | | | 1,610 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,610 | | | | 232 | | | | 2,468 | | | | — | | | | — | | | | — | | | | — | | | | 969 | | | | 1,499 | | Swaps hedging fixed-rates bonds (current portion) (liabilities) | | | (4 | ) | | | 120 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (current portion) (assets) | | | 1 | | | | 96 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) | | | (3 | ) | | | 216 | | | | 196 | | | | 20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging investments (liabilities) | | | (19 | ) | | | 143 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (4 | ) | | | 45 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging investments (assets) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7 | | | | 146 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging investments (assets and liabilities) | | | (19 | ) | | | 143 | | | | 132 | | | | 11 | | | | — | | | | — | | | | — | | | | — | | | | 3 | | | | 191 | | | | 191 | | | | — | | | | — | | | | — | | | | — | | | | — | | Net investment hedge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Currency swaps and forward exchange contracts (assets) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Currency swaps and forward exchange contracts (liabilities) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging net investments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Held for trading | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other interest rate swaps (assets) | | | 2 | | | | 4,093 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10 | | | | 14,537 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other interest rate swaps (liabilities) | | | (3 | ) | | | 11,316 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (8 | ) | | | 11,443 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total other interest rate swaps (assets and liabilities) | | | (1 | ) | | | 15,409 | | | | 15,127 | | | | 86 | | | | 83 | | | | 62 | | | | 51 | | | | — | | | | 2 | | | | 25,980 | | | | 25,720 | | | | 109 | | | | 83 | | | | 68 | | | | — | | | | — | | Currency swaps and forward exchange contracts (assets) | | | 76 | | | | 4,768 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 354 | | | | 14,584 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Currency swaps and forward exchange contracts (liabilities) | | | (41 | ) | | | 4,437 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (39 | ) | | | 1,970 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total currency swaps and forward exchange contracts (assets and liabilities) | | | 35 | | | | 9,205 | | | | 8,945 | | | | 194 | | | | 42 | | | | 10 | | | | 14 | | | | — | | | | 315 | | | | 16,554 | | | | 16,106 | | | | 308 | | | | 89 | | | | 45 | | | | 1 | | | | 5 | |
(a) | These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss. |
| | | F-762014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013F-73 |
| | | | | Notional value(a) | | | | | Notional value(a) | | As of December 31, 2012 (M€) Assets / (Liabilities) | | Fair value | | | Total | | | 2013 | | | 2014 | | | 2015 | | 2016 | | | 2017 | | | 2018 and after | | | For the year ended December 31, 2013 (M$) Assets / (Liabilities) | | | Fair value | | | Total | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 and after | | Fair value hedge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Swaps hedging fixed-rates bonds (liabilities) | | | (11 | ) | | | 1,737 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (325 | ) | | | 10,316 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (assets) | | | 1,566 | | | | 15,431 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,204 | | | | 16,764 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (assets and liabilities) | | | 1,555 | | | | 17,168 | | | | — | | | | 4,205 | | | | 3,537 | | | | 2,098 | | | | 3,075 | | | | 4,253 | | | | 879 | | | | 27,080 | | | | — | | | | 4,703 | | | | 3,594 | | | | 4,096 | | | | 5,170 | | | | 9,517 | | Swaps hedging fixed-rates bonds (current portion) (liabilities) | | | (84 | ) | | | 591 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (314 | ) | | | 1,884 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (current portion) (assets) | | | 430 | | | | 3,614 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 469 | | | | 3,852 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) | | | 346 | | | | 4,205 | | | | 4,205 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 155 | | | | 5,736 | | | | 5,736 | | | | — | | | | — | | | | — | | | | — | | | | — | | Cash flow hedge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Swaps hedging fixed-rates bonds (liabilities) | | | | | | | | | | | | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (assets) | | | 60 | | | | 1,683 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 214 | | | | 2,220 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (assets and liabilities) | | | 60 | | | | 1,683 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,683 | | | | 214 | | | | 2,220 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,220 | | Swaps hedging fixed-rates bonds (current portion) (liabilities) | | | (4 | ) | | | 148 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (6 | ) | | | 166 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (current portion) (assets) | | | 1 | | | | 19 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1 | | | | 132 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) | | | (3 | ) | | | 167 | | | | 167 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (5 | ) | | | 298 | | | | 270 | | | | 28 | | | | — | | | | — | | | | — | | | | — | | Swaps hedging investments (liabilities) | | | (10 | ) | | | 518 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (26 | ) | | | 197 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging investments (assets) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging investments (assets and liabilities) | | | (10 | ) | | | 518 | | | | 365 | | | | 141 | | | | 12 | | | | — | | | | — | | | | — | | | | (26 | ) | | | 197 | | | | 182 | | | | 15 | | | | — | | | | — | | | | — | | | | — | | Net investment hedge | �� | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Currency swaps and forward exchange contracts (assets) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Currency swaps and forward exchange contracts (liabilities) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging net investments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Held for trading | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other interest rate swaps (assets) | | | 2 | | | | 11,041 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3 | | | | 5,645 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other interest rate swaps (liabilities) | | | (2 | ) | | | 9,344 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (4 | ) | | | 15,606 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total other interest rate swaps (assets and liabilities) | | | — | | | | 20,385 | | | | 19,962 | | | | 133 | | | | 88 | | | | 85 | | | | 64 | | | | 53 | | | | (1 | ) | | | 21,251 | | | | 20,862 | | | | 119 | | | | 114 | | | | 86 | | | | 70 | | | | — | | Currency swaps and forward exchange contracts (assets) | | | 36 | | | | 4,768 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 105 | | | | 6,576 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Currency swaps and forward exchange contracts (liabilities) | | | (86 | ) | | | 12,224 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (57 | ) | | | 6,119 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total currency swaps and forward exchange contracts (assets and liabilities) | | | (50 | ) | | | 16,992 | | | | 16,776 | | | | 186 | | | | (15 | ) | | | 16 | | | | 16 | | | | 13 | | | | 48 | | | | 12,695 | | | | 12,336 | | | | 268 | | | | 58 | | | | 14 | | | | 19 | | | | — | |
(a) | These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss. |
| | | 2013F-74 | | TOTAL S.A. Form 20-F TOTAL S.A. | | F-772014 |
| As of December 31, 2011 (M€) Assets / (Liabilities) | | | | Notional value(a) | | | | Fair value | | | Total | | 2012 | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 and after | | | For the year ended December 31, 2012 (M$) Assets / (Liabilities) | | | | | Notional value(a) | | | | Fair value | | | Total | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 and after | | Fair value hedge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Swaps hedging fixed-rates bonds (liabilities) | | | (97 | ) | | | 1,478 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (14 | ) | | | 2,292 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (assets) | | | 1,971 | | | | 15,653 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,066 | | | | 20,359 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (assets and liabilities) | | | 1,874 | | | | 17,131 | | | | — | | | | 4,204 | | | | 4,215 | | | | 3,380 | | | | 1,661 | | | | 3,671 | | | | 2,052 | | | | 22,651 | | | | — | | | | 5,548 | | | | 4,667 | | | | 2,768 | | | | 4,057 | | | | 5,611 | | Swaps hedging fixed-rates bonds (current portion) (liabilities) | | | (40 | ) | | | 642 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (111 | ) | | | 780 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (current portion) (assets) | | | 383 | | | | 2,349 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 568 | | | | 4,768 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) | | | 343 | | | | 2,991 | | | | 2,991 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 457 | | | | 5,548 | | | | 5,548 | | | | — | | | | — | | | | — | | | | — | | | | — | | Cash flow hedge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Swaps hedging fixed-rates bonds (liabilities) | | | (49 | ) | | | 967 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (assets) | | | 5 | | | | 749 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 79 | | | | 2,221 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (assets and liabilities) | | | (44 | ) | | | 1,716 | | | | | | — | | | | — | | | | — | | | | — | | | | 1,716 | | | | 79 | | | | 2,221 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,221 | | Swaps hedging fixed-rates bonds (current portion) (liabilities) | | | (14 | ) | | | 582 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (5 | ) | | | 195 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging fixed-rates bonds (current portion) (assets) | | | 12 | | | | 908 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1 | | | | 25 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities) | | | (2 | ) | | | 1,490 | | | | 1,490 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (4 | ) | | | 220 | | | | 220 | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging investments (liabilities) | | | | (13 | ) | | | 683 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Swaps hedging investments (assets) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total swaps hedging investments (assets and liabilities) | | | | (13 | ) | | | 683 | | | | 481 | | | | 186 | | | | 16 | | | | — | | | | — | | | | — | | 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 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3 | | | | 14,568 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other interest rate swaps (liabilities) | | | (2 | ) | | | 14,679 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3 | ) | | | 12,328 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total other interest rate swaps (assets and liabilities) | | | (1 | ) | | | 18,284 | | | | 18,284 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 26,896 | | | | 26,339 | | | | 175 | | | | 116 | | | | 112 | | | | 84 | | | | 70 | | Currency swaps and forward exchange contracts (assets) | | | 158 | | | | 6,984 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 47 | | | | 6,291 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Currency swaps and forward exchange contracts (liabilities) | | | (85 | ) | | | 4,453 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (113 | ) | | | 16,128 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Total currency swaps and forward exchange contracts (assets and liabilities) | | | 73 | | | | 11,437 | | | | 11,176 | | | | 80 | | | | 58 | | | | 36 | | | | 31 | | | | 56 | | | | (66 | ) | | | 22,419 | | | | 22,135 | | | | 245 | | | | (20 | ) | | | 21 | | | | 21 | | | | 17 | |
(a) | These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss. |
D) | | FAIR VALUE HIERARCHYFair value hierarchy |
The fair value hierarchy for financial instruments, excluding commodity contracts, is as follows: | As of December 31, 2013 (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 | | | As of December 31, 2014 (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 | | | — | | | | 749 | | | | — | | | | 749 | | | | — | | | | 467 | | | | — | | | | 467 | | Cash flow hedge instruments | | | — | | | | 133 | | | | — | | | | 133 | | | | — | | | | 235 | | | | — | | | | 235 | | Net investment hedge instruments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Assets and liablities held for trading | | | — | | | | 34 | | | | — | | | | 34 | | | Assets and liabilities held for trading | | | | — | | | | 317 | | | | — | | | | 317 | | Assets available for sale | | | 116 | | | | — | | | | — | | | | 116 | | | | 84 | | | | — | | | | — | | | | 84 | | Total | | | 116 | | | | 916 | | | | — | | | | 1,032 | | | | 84 | | | | 1,019 | | | | — | | | | 1,103 | |
| | | F-782014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013F-75 |
| As of December 31, 2012 (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 | | | As of December 31, 2013 (M$) | | | Quoted prices in active markets for identical assets (level 1) | | | Prices based on observable data (level 2) | | | Prices based on non observable data (level 3) | | | Total | | Fair value hedge instruments | | | — | | | | 1,901 | | | | — | | | | 1,901 | | | | — | | | | 1,034 | | | | — | | | | 1,034 | | Cash flow hedge instruments | | | — | | | | 47 | | | | — | | | | 47 | | | | — | | | | 183 | | | | — | | | | 183 | | Net investment hedge instruments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Assets and liablities held for trading | | | — | | | | (50 | ) | | | — | | | | (50 | ) | | Assets and liabilities held for trading | | | | — | | | | 47 | | | | — | | | | 47 | | Assets available for sale | | | 91 | | | | — | | | | — | | | | 91 | | | | 160 | | | | — | | | | — | | | | 160 | | Total | | | 91 | | | | 1,898 | | | | — | | | | 1,989 | | | | 160 | | | | 1,264 | | | | — | | | | 1,424 | |
| As of December 31, 2011 (M€ ) | | Quoted prices in active markets for identical assets (level 1) | | | Prices based on observable data (level 2) | | Prices based on non observable data (level 3) | | | Total | | | As of December 31, 2012 (M$) | | | 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 | | | | — | | | | 2,509 | | | | — | | | | 2,509 | | Cash flow hedge instruments | | | — | | | | (46 | ) | | | — | | | | (46 | ) | | | — | | | | 62 | | | | — | | | | 62 | | Net investment hedge instruments | | | — | | | | (26 | ) | | | — | | | | (26 | ) | | | — | | | | — | | | | — | | | | — | | Assets and liablities held for trading | | | — | | | | 72 | | | | — | | | | 72 | | | Assets and liabilities held for trading | | | | — | | | | (66 | ) | | | — | | | | (66 | ) | Assets available for sale | | | 2,575 | | | | — | | | | — | | | | 2,575 | | | | 121 | | | | — | | | | — | | | | 121 | | Total | | | 2,575 | | | | 2,217 | | | | — | | | | 4,792 | | | | 121 | | | | 2,505 | | | | — | | | | 2,626 | |
The description of each fair value level is presented in Note 1 paragraph M(v) to the Consolidated Financial Statements. | | | 2013F-76 | | TOTAL S.A. Form 20-F TOTAL S.A. | | F-792014 |
30)FINANCIAL INSTRUMENTS RELATED TO COMMODITY CONTRACTSFinancial 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, 2013 (M€) Assets / (Liabilities) | | Gross value before offsetting – assets | | Gross value before offsetting – liabilities | | Amounts offset – assets(c) | | Amounts offset – liabilities(c) | | Net balance sheet value presented – assets | | Net balance sheet value presented – liabilities | | Other amounts not offset | | Net carrying amount | | Fair value(b) | | | As of December 31, 2014 (M$) Assets / (Liabilities) | | | Gross value before offsetting – assets | | Gross value before offsetting – liabilities | | Amounts offset – assets(c) | | Amounts offset – liabilities(c) | | Net balance sheet value presented – assets | | Net balance sheet value presented – liabilities | | Other amounts not offset | | Net carrying amount | | Fair value(b) | | Crude oil, petroleum products and freight rates activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Petroleum products and crude oil swaps | | | 68 | | | | (148 | ) | | | (57 | ) | | | 57 | | | | 11 | | | | (91 | ) | | | — | | | | (80 | ) | | | (80) | | | | 1,505 | | | | (465 | ) | | | (384 | ) | | | 384 | | | | 1,121 | | | | (81 | ) | | | — | | | | 1,040 | | | | 1,040 | | Freight rate swaps | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Forwards(a) | | | 42 | | | | (41 | ) | | | (6 | ) | | | 6 | | | | 36 | | | | (35 | ) | | | — | | | | 1 | | | | 1 | | | | 168 | | | | (197 | ) | | | (56 | ) | | | 56 | | | | 112 | | | | (141 | ) | | | — | | | | (29 | ) | | | (29 | ) | Options | | | 144 | | | | (170 | ) | | | (45 | ) | | | 45 | | | | 99 | | | | (125 | ) | | | — | | | | (26 | ) | | | (26) | | | | 928 | | | | (1,224 | ) | | | (790 | ) | | | 790 | | | | 138 | | | | (434 | ) | | | — | | | | (296 | ) | | | (296 | ) | Futures | | | 5 | | | | (1 | ) | | | — | | | | — | | | | 5 | | | | (1 | ) | | | — | | | | 4 | | | | 4 | | | | 5 | | | | — | | | | — | | | | — | | | | 5 | | | | — | | | | — | | | | 5 | | | | 5 | | Options on futures | | | 49 | | | | (41 | ) | | | (41 | ) | | | 41 | | | | 8 | | | | — | | | | — | | | | 8 | | | | 8 | | | | 307 | | | | (130 | ) | | | (130 | ) | | | 130 | | | | 177 | | | | — | | | | — | | | | 177 | | | | 177 | | Other / Collateral | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 70 | | | | 70 | | | | 70 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (505 | ) | | | (505 | ) | | | (505 | ) | Total crude oil, petroleum products and freight rates | | | 308 | | | | (401 | ) | | | (149 | ) | | | 149 | | | | 159 | | | | (252 | ) | | | 70 | | | | (23 | ) | | | (23) | | | | 2,913 | | | | (2,016 | ) | | | (1,360 | ) | | | 1,360 | | | | 1,553 | | | | (656 | ) | | | (505 | ) | | | 392 | | | | 392 | | Gas & Power activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Swaps | | | 50 | | | | (15 | ) | | | (8 | ) | | | 8 | | | | 42 | | | | (7 | ) | | | — | | | | 35 | | | | 35 | | | | 138 | | | | (41 | ) | | | (19 | ) | | | 19 | | | | 119 | | | | (22 | ) | | | — | | | | 97 | | | | 97 | | Forwards(a) | | | 763 | | | | (384 | ) | | | (29 | ) | | | 29 | | | | 734 | | | | (355 | ) | | | — | | | | 379 | | | | 379 | | | | 1,110 | | | | (671 | ) | | | (278 | ) | | | 278 | | | | 832 | | | | (393 | ) | | | — | | | | 439 | | | | 439 | | Options | | | — | | | | (9 | ) | | | (8 | ) | | | 8 | | | | (8 | ) | | | (1 | ) | | | — | | | | (9 | ) | | | (9) | | | | 5 | | | | (9 | ) | | | (7 | ) | | | 7 | | | | (2 | ) | | | (2 | ) | | | — | | | | (4 | ) | | | (4 | ) | Futures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other / Collateral | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11 | | | | 11 | | | | 11 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (89 | ) | | | (89 | ) | | | (89 | ) | Total Gas & Power | | | 813 | | | | (408 | ) | | | (45 | ) | | | 45 | | | | 768 | | | | (363 | ) | | | 11 | | | | 416 | | | | 416 | | | | 1,253 | | | | (721 | ) | | | (304 | ) | | | 304 | | | | 949 | | | | (417 | ) | | | (89 | ) | | | 443 | | | | 443 | | Total | | | 1,121 | | | | (809 | ) | | | (194 | ) | | | 194 | | | | 927 | | | | (615 | ) | | | 81 | | | | 393 | | | | 393 | | | | 4,166 | | | | (2,737 | ) | | | (1,664 | ) | | | 1,664 | | | | 2,502 | | | | (1,073 | ) | | | (594 | ) | | | 835 | | | | 835 | | 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. |
(c) | Amounts offset in accordance with IAS 32. |
| | | F-802014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013F-77 |
| As of December 31, 2012 (M€) Assets / (Liabilities) | | Gross value before offsetting – assets | | Gross value before offsetting – liabilities | | Amounts offset – assets(c) | | Amounts offset – liabilities(c) | | Net balance sheet value presented – assets | | Net balance sheet value presented – liabilities | | Other amounts not offset | | Net carrying amount | | Fair value(b) | | | As of December 31, 2013 (M$) Assets / (Liabilities) | | | Gross value before offsetting – assets | | Gross value before offsetting – liabilities | | Amounts offset – assets(c) | | Amounts offset – liabilities(c) | | Net balance sheet value presented – assets | | Net balance sheet value presented – liabilities | | Other amounts not offset | | Net carrying amount | | Fair value(b) | | Crude oil, petroleum products and freight rates activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Petroleum products and crude oil swaps | | | 142 | | | | (168 | ) | | | (90 | ) | | | 90 | | | | 52 | | | | (78 | ) | | | — | | | | (26 | ) | | | (26) | | | | 94 | | | | (204 | ) | | | (79 | ) | | | 79 | | | | 15 | | | | (125 | ) | | | — | | | | (110 | ) | | | (110 | ) | Freight rate swaps | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Forwards(a) | | | 7 | | | | (9 | ) | | | (3 | ) | | | 3 | | | | 4 | | | | (6 | ) | | | — | | | | (2 | ) | | | (2) | | | | 58 | | | | (57 | ) | | | (8 | ) | | | 8 | | | | 50 | | | | (49 | ) | | | — | | | | 1 | | | | 1 | | Options | | | 231 | | | | (249 | ) | | | (226 | ) | | | 226 | | | | 5 | | | | (23 | ) | | | — | | | | (18 | ) | | | (18) | | | | 198 | | | | (234 | ) | | | (62 | ) | | | 62 | | | | 136 | | | | (172 | ) | | | — | | | | (36 | ) | | | (36 | ) | Futures | | | — | | | | (6 | ) | | | — | | | | — | | | | — | | | | (6 | ) | | | — | | | | (6 | ) | | | (6) | | | | 7 | | | | (1 | ) | | | — | | | | — | | | | 7 | | | | (1 | ) | | | — | | | | 6 | | | | 6 | | Options on futures | | | 64 | | | | (59 | ) | | | (59 | ) | | | 59 | | | | 5 | | | | — | | | | — | | | | 5 | | | | 5 | | | | 68 | | | | (57 | ) | | | (57 | ) | | | 57 | | | | 11 | | | | — | | | | — | | | | 11 | | | | 11 | | Other / Collateral | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 22 | | | | 22 | | | | 22 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 96 | | | | 96 | | | | 96 | | Total crude oil, petroleum products and freight rates | | | 444 | | | | (491 | ) | | | (378 | ) | | | 378 | | | | 66 | | | | (113 | ) | | | 22 | | | | (25 | ) | | | (25) | | | | 425 | | | | (553 | ) | | | (206 | ) | | | 206 | | | | 219 | | | | (347 | ) | | | 96 | | | | (32 | ) | | | (32 | ) | Gas & Power activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Swaps | | | 54 | | | | (71 | ) | | | (43 | ) | | | 43 | | | | 11 | | | | (28 | ) | | | — | | | | (17 | ) | | | (17) | | | | 69 | | | | (21 | ) | | | (11 | ) | | | 11 | | | | 58 | | | | (10 | ) | | | — | | | | 48 | | | | 48 | | Forwards(a) | | | 652 | | | | (361 | ) | | | (48 | ) | | | 48 | | | | 604 | | | | (313 | ) | | | — | | | | 291 | | | | 291 | | | | 1,052 | | | | (530 | ) | | | (40 | ) | | | 40 | | | | 1,012 | | | | (490 | ) | | | — | | | | 522 | | | | 522 | | Options | | | 11 | | | | (13 | ) | | | (11 | ) | | | 11 | | | | — | | | | (2 | ) | | | — | | | | (2 | ) | | | (2) | | | | — | | | | (12 | ) | | | (11 | ) | | | 11 | | | | (11 | ) | | | (1 | ) | | | — | | | | (12 | ) | | | (12 | ) | Futures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other / Collateral | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 31 | | | | 31 | | | | 31 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 16 | | | | 16 | | | | 16 | | Total Gas & Power | | | 717 | | | | (445 | ) | | | (102 | ) | | | 102 | | | | 615 | | | | (343 | ) | | | 31 | | | | 303 | | | | 303 | | | | 1,121 | | | | (563 | ) | | | (62 | ) | | | 62 | | | | 1,059 | | | | (501 | ) | | | 16 | | | | 574 | | | | 574 | | Total | | | 1,161 | | | | (936 | ) | | | (480 | ) | | | 480 | | | | 681 | | | | (456 | ) | | | 53 | | | | 278 | | | | 278 | | | | 1,546 | | | | (1,116 | ) | | | (268 | ) | | | 268 | | | | 1,278 | | | | (848 | ) | | | 112 | | | | 542 | | | | 542 | | 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. |
(c) | Amounts offset in accordance with IAS 32. |
| | | 2013F-78 | | TOTAL S.A. Form 20-F TOTAL S.A. | | F-812014 |
| As of December 31, 2011 (M€) Assets / (Liabilities) | | Gross value before offsetting – assets | | Gross value before offsetting – liabilities | | Amounts offset – assets(c) | | Amounts offset – liabilities(c) | | Net balance sheet value presented – assets | | Net balance sheet value presented – liabilities | | Other amounts not offset | | Net carrying amount | | Fair value(b) | | | As of December 31, 2012 (M$) Assets / (Liabilities) | | | Gross value before offsetting – assets | | Gross value before offsetting – liabilities | | Amounts offset – assets(c) | | Amounts offset – liabilities(c) | | Net balance sheet value presented – assets | | Net balance sheet value presented – liabilities | | Other amounts not offset | | Net carrying amount | | Fair value(b) | | Crude oil, petroleum products and freight rates activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Petroleum products and crude oil swaps | | | 345 | | | | (342 | ) | | | (240 | ) | | | 240 | | | | 105 | | | | (102 | ) | | | — | | | | 3 | | | | 3 | | | | 188 | | | | (222 | ) | | | (119 | ) | | | 119 | | | | 69 | | | | (103 | ) | | | — | | | | (34 | ) | | | (34 | ) | Freight rate swaps | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Forwards(a) | | | 11 | | | | (27 | ) | | | (6 | ) | | | 6 | | | | 5 | | | | (21 | ) | | | — | | | | (16 | ) | | | (16) | | | | 9 | | | | (12 | ) | | | (4 | ) | | | 4 | | | | 5 | | | | (8 | ) | | | — | | | | (3 | ) | | | (3 | ) | Options | | | 313 | | | | (317 | ) | | | (297 | ) | | | 297 | | | | 16 | | | | (20 | ) | | | — | | | | (4 | ) | | | (4) | | | | 305 | | | | (329 | ) | | | (298 | ) | | | 298 | | | | 7 | | | | (31 | ) | | | — | | | | (24 | ) | | | (24 | ) | Futures | | | — | | | | (14 | ) | | | — | | | | — | | | | — | | | | (14 | ) | | | — | | | | (14 | ) | | | (14) | | | | — | | | | (8 | ) | | | — | | | | — | | | | — | | | | (8 | ) | | | — | | | | (8 | ) | | | (8 | ) | Options on futures | | | 96 | | | | (102 | ) | | | (96 | ) | | | 96 | | | | — | | | | (6 | ) | | | — | | | | (6 | ) | | | (6) | | | | 85 | | | | (78 | ) | | | (78 | ) | | | 78 | | | | 7 | | | | — | | | | — | | | | 7 | | | | 7 | | Other / Collateral | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (50 | ) | | | (50 | ) | | | (50) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 29 | | | | 29 | | | | 29 | | Total crude oil, petroleum products and freight rates | | | 765 | | | | (802 | ) | | | (639 | ) | | | 639 | | | | 126 | | | | (163 | ) | | | (50 | ) | | | (87 | ) | | | (87) | | | | 587 | | | | (649 | ) | | | (499 | ) | | | 499 | | | | 88 | | | | (150 | ) | | | 29 | | | | (33 | ) | | | (33 | ) | Gas & Power activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Swaps | | | 72 | | | | (15 | ) | | | (9 | ) | | | 9 | | | | 63 | | | | (6 | ) | | | — | | | | 57 | | | | 57 | | | | 71 | | | | (93 | ) | | | (57 | ) | | | 57 | | | | 14 | | | | (36 | ) | | | — | | | | (22 | ) | | | (22 | ) | Forwards(a) | | | 949 | | | | (497 | ) | | | (121 | ) | | | 121 | | | | 828 | | | | (376 | ) | | | — | | | | 452 | | | | 452 | | | | 860 | | | | (476 | ) | | | (63 | ) | | | 63 | | | | 797 | | | | (413 | ) | | | — | | | | 384 | | | | 384 | | Options | | | 15 | | | | (18 | ) | | | (15 | ) | | | 15 | | | | — | | | | (3 | ) | | | — | | | | (3 | ) | | | (3) | | | | 15 | | | | (18 | ) | | | (15 | ) | | | 15 | | | | — | | | | (3 | ) | | | — | | | | (3 | ) | | | (3 | ) | Futures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Other / Collateral | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 24 | | | | 24 | | | | 24 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 41 | | | | 41 | | | | 41 | | Total Gas & Power | | | 1,036 | | | | (530 | ) | | | (145 | ) | | | 145 | | | | 891 | | | | (385 | ) | | | 24 | | | | 530 | | | | 530 | | | | 946 | | | | (587 | ) | | | (135 | ) | | | 135 | | | | 811 | | | | (452 | ) | | | 41 | | | | 400 | | | | 400 | | Total | | | 1,801 | | | | (1,332 | ) | | | (784 | ) | | | 784 | | | | 1,017 | | | | (548 | ) | | | (26 | ) | | | 443 | | | | 443 | | | | 1,533 | | | | (1,236 | ) | | | (634 | ) | | | 634 | | | | 899 | | | | (602 | ) | | | 70 | | | | 367 | | | | 367 | | 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. |
(c) | Amounts offset in accordance with IAS 32. |
| | | F-822014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013F-79 |
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, | | | 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 | | | | | | | | | 2014 | | | | (128 | ) | | | 2,471 | | | | (1,445 | ) | | | (1 | ) | | | 897 | | 2013 | | | (47 | ) | | | 1,706 | | | | (1,754 | ) | | | 2 | | | | (93 | ) | | | (62 | ) | | | 2,266 | | | | (2,330 | ) | | | (2 | ) | | | (128 | ) | 2012 | | | (37 | ) | | | 1,694 | | | | (1,705 | ) | | | 1 | | | | (47 | ) | | | (48 | ) | | | 2,176 | | | | (2,191 | ) | | | 1 | | | | (62 | ) | 2011 | | | 38 | | | | 1,572 | | | | (1,648 | ) | | | 1 | | | | (37 | ) | | Gas & Power activities | | | | | | | | | 2014 | | | | 558 | | | | 922 | | | | (909 | ) | | | (39 | ) | | | 532 | | 2013 | | | 272 | | | | 470 | | | | (282 | ) | | | (55 | ) | | | 405 | | | | 359 | | | | 624 | | | | (375 | ) | | | (50 | ) | | | 558 | | 2012 | | | 506 | | | | 588 | | | | (825 | ) | | | 3 | | | | 272 | | | | 655 | | | | 755 | | | | (1,060 | ) | | | 9 | | | | 359 | | 2011 | | | (98 | ) | | | 899 | | | | (295 | ) | | | — | | | | 506 | | |
The fair value hierarchy for financial instruments related to commodity contracts is as follows: | As of December 31, 2013 (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 | | | As of December 31, 2014 (M$) | | | Quoted prices in active markets for identical assets (level 1) | | Prices based on observable data (level 2) | | Prices based on non observable data (level 3) | | Total | | Crude oil, petroleum products and freight rates activities | | | 15 | | | | (108 | ) | | | — | | | | (93 | ) | | | 239 | | | | 658 | | | | — | | | | 897 | | Gas & Power activities | | | — | | | | 405 | | | | — | | | | 405 | | | | 92 | | | | 440 | | | | — | | | | 532 | | Total | | | 15 | | | | 297 | | | | — | | | | 312 | | | | 331 | | | | 1,098 | | | | — | | | | 1,429 | |
| As of December 31, 2012 (M€ ) | | Quoted prices in active markets for identical assets (level 1) | | Prices based on observable data (level 2) | | Prices based on non observable data (level 3) | | Total | | | As of December 31, 2013 (M$) | | | 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 | | | 5 | | | | (52 | ) | | | — | | | | (47 | ) | | | 21 | | | | (149 | ) | | | — | | | | (128 | ) | Gas & Power activities | | | (52 | ) | | | 324 | | | | — | | | | 272 | | | | — | | | | 558 | | | | — | | | | 558 | | Total | | | (47 | ) | | | 272 | | | | — | | | | 225 | | | | 21 | | | | 409 | | | | — | | | | 430 | |
| 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 | | | As of December 31, 2012 (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 | ) | | | 7 | | | | (69 | ) | | | — | | | | (62 | ) | Gas & Power activities | | | (44 | ) | | | 550 | | | | — | | | | 506 | | | | (69 | ) | | | 428 | | | | — | | | | 359 | | Total | | | (82 | ) | | | 551 | | | | — | | | | 469 | | | | (62 | ) | | | 359 | | | | — | | | | 297 | |
The description of each fair value level is presented in Note 1 paragraph M(v) to the Consolidated Financial Statements. 31)FINANCIAL RISKS MANAGEMENTFinancial risks management Oil and gas market related risks
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 organized 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 | | | 2013 Form 20-F TOTAL S.A. | | F-83 |
over a 24-hour period. The calculation of the range of potential changes in fair values takes into account a | | | F-80 | | TOTAL S.A. Form 20-F 2014 |
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 re-evaluated using appropriate models. The potential movement in fair values corresponds to a 97.5% value-at-risk type confidence level. This means that the Group’s 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:Shipping : value-at-risk with a 97.5% probability | As of December 31, (M€) | | High | | | Low | | | Average | | | Year end | | | As of December 31, (M$) | | | High | | | Low | | | Average | | | Year end | | 2014 | | | | 12.9 | | | | 3.3 | | | | 7.7 | | | | 5.1 | | 2013 | | | 9.9 | | | | 3.5 | | | | 6.2 | | | | 7.1 | | | | 12.9 | | | | 4.5 | | | | 8.2 | | | | 9.8 | | 2012 | | | 13.0 | | | | 3.8 | | | | 7.4 | | | | 5.5 | | | | 16.1 | | | | 4.9 | | | | 9.5 | | | | 7.2 | | 2011 | | | 10.6 | | | | 3.7 | | | | 6.1 | | | | 6.3 | | |
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 organized 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 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:trading : value-at-risk with a 97.5% probability | As of December 31, (M€) | | High | | | Low | | | Average | | | Year end | | | As of December 31, (M$) | | | High | | | Low | | | Average | | | Year end | | 2014 | | | | 15.4 | | | | 3.2 | | | | 6.0 | | | | 4.0 | | 2013 | | | 9.0 | | | | 2.0 | | | | 4.0 | | | | 5.0 | | | | 11.4 | | | | 3.0 | | | | 5.8 | | | | 6.2 | | 2012 | | | 20.9 | | | | 2.6 | | | | 7.4 | | | | 2.8 | | | | 26.7 | | | | 3.5 | | | | 9.5 | | | | 3.7 | | 2011 | | | 21.0 | | | | 12.7 | | | | 16.0 | | | | 17.6 | | |
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 Group’s 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 mainly interest rate and currency swaps. The Group may also occasionally use futures contracts and options. 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 Group’s 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 counterparty’s financial soundness (multi-criteria analysis including a review of market prices and of the Credit Default Swap (CDS), its ratings with Standard & Poor’s and Moody’s, 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 Group’s central treasury entities according to their needs. To reduce the market valuesvalue risk on its commitments, in particular for swaps set as part of bonds issuance, the Treasury Department also developed a system ofhas concluded margin call that is gradually implementedcontracts with significant counterparties. | | | F-842014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013F-81 |
Currency exposure The Group seeks to minimize the currency exposure of each entity to its functional currency (primarily the euro,dollar, the dollar,euro, 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 hedging policy of reducing the related currency exposure by financing these assets in the sametheir functional currency. Net short-term currency exposure is periodically monitored against limits set by the Group’s 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 or in euros, or in other currencies which are then exchanged for dollars or euros through swapsswap issues to appropriately match general corporate needs. The proceeds from these debt issuances are loaned to affiliates whose accounts are kept in dollars or in euros. Thus, the net sensitivity of these positions to currency exposure is not significant. The Group’s 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 Group’s senior management (maintain(to 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 Group’s 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, or in euros 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. | | | 2013F-82 | | TOTAL S.A. Form 20-F TOTAL S.A. | | F-852014 |
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, 2014, 2013 2012, and 2011.2012. | | | | | | | | Change in fair value due to a change in interest rate by | | | | | | | | 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 | | | Assets / (Liabilities) (M$) | | | Carrying amount | | Estimated fair value | | + 10 basis points | | - 10 basis points | | As of December 31, 2014 | | | | Bonds (non-current portion, before swaps) | | | | (43,088 | ) | | | (44,079 | ) | | | 292 | | | | (286 | ) | Swaps hedging fixed-rates bonds (liabilities) | | | | (944 | ) | | | (944 | ) | | | — | | | | — | | Swaps hedging fixed-rates bonds (assets) | | | | 1,319 | | | | 1,319 | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (assets and liabilities) | | | | 375 | | | | 375 | | | | (153 | ) | | | 149 | | Current portion of non-current debt after swap (excluding capital lease obligations) | | | | 4,411 | | | | 4,411 | | | | 5 | | | | (4 | ) | Other interest rates swaps | | | | 2 | | | | 2 | | | | 3 | | | | (3 | ) | Currency swaps and forward exchange contracts | | | | 318 | | | | 318 | | | | — | | | | — | | As of December 31, 2013 | | | | | Bonds (non-current portion, before swaps) | | | (24,028 | ) | | | (24,629 | ) | | | 39 | | | | (39 | ) | | | (33,138 | ) | | | (33,966 | ) | | | 54 | | | | (54 | ) | Swaps hedging fixed-rates bonds (liabilities) | | | (236 | ) | | | (236 | ) | | | — | | | | — | | | | (325 | ) | | | (325 | ) | | | — | | | | — | | Swaps hedging fixed-rates bonds (assets) | | | 1,028 | | | | 1,028 | | | | — | | | | — | | | | 1,418 | | | | 1,418 | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (assets and liabilities) | | | 792 | | | | 792 | | | | (28 | ) | | | 27 | | | | 1,092 | | | | 1,092 | | | | (39 | ) | | | 37 | | Current portion of non-current debt after swap (excluding capital lease obligations) | | | 3,784 | | | | 3,784 | | | | 4 | | | | (4 | ) | | | 5,218 | | | | 5,218 | | | | 6 | | | | (6 | ) | Other interest rates swaps | | | (1 | ) | | | (1 | ) | | | (1 | ) | | | 1 | | | | (1 | ) | | | (1 | ) | | | (1 | ) | | | 1 | | Currency swaps and forward exchange contracts | | | 13 | | | | 13 | | | | — | | | | — | | | | 17 | | | | 17 | | | | — | | | | — | | As of December 31, 2012 | | | | | Bonds (non-current portion, before swaps) | | | (21,346 | ) | | | (21,545 | ) | | | 97 | | | | (97 | ) | | | (28,163 | ) | | | (28,426 | ) | | | 128 | | | | (128 | ) | Swaps hedging fixed-rates bonds (liabilities) | | | (11 | ) | | | (11 | ) | | | — | | | | — | | | | (15 | ) | | | (15 | ) | | | — | | | | — | | Swaps hedging fixed-rates bonds (assets) | | | 1,626 | | | | 1,626 | | | | — | | | | — | | | | 2,145 | | | | 2,145 | | | | — | | | | — | | Total swaps hedging fixed-rates bonds (assets and liabilities) | | | 1,615 | | | | 1,615 | | | | (58 | ) | | | 58 | | | | 2,131 | | | | 2,131 | | | | (76 | ) | | | 76 | | Current portion of non-current debt after swap (excluding capital lease obligations) | | | 4,251 | | | | 4,251 | | | | 4 | | | | (4 | ) | | | 5,608 | | | | 5,608 | | | | 5 | | | | (5 | ) | Other interest rates swaps | | | — | | | | — | | | | 2 | | | | (2 | ) | | | — | | | | — | | | | 3 | | | | (3 | ) | Currency swaps and forward exchange contracts | | | (50 | ) | | | (50 | ) | | | — | | | | — | | | | (66 | ) | | | (66 | ) | | | — | | | | — | | 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 | | | | — | | | | — | | |
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€) | | 2013 | | 2012 | | 2011 | | | For the year ended December 31, (M$) | | | 2014 | | 2013 | | 2012 | | Cost of net debt | | | (606 | ) | | | (571 | ) | | | (440 | ) | | | (640 | ) | | | (804 | ) | | | (735 | ) | Interest rate translation of : | | | | | | | | | | | | | + 10 basis points | | | (11 | ) | | | (11 | ) | | | (10 | ) | | | (19 | ) | | | (15 | ) | | | (14 | ) | - 10 basis points | | | 11 | | | | 11 | | | | 10 | | | | 19 | | | | 15 | | | | 14 | | + 100 basis points | | | (113 | ) | | | (106 | ) | | | (103 | ) | | | (193 | ) | | | (150 | ) | | | (136 | ) | - 100 basis points | | | 113 | | | | 106 | | | | 103 | | | | 193 | | | | 150 | | | | 136 | |
As a result of the policy for the management of currency exposure previously described, the Group’s sensitivity to currency exposure is primarily influenced by the net equity of the subsidiaries whose functional currency is the dollareuro and the ruble, and to a lesser extent, the pound sterling, and the Norwegian krone. | | | 2014 Form 20-F TOTAL S.A. | | F-83 |
This sensitivity is reflected in the historical evolution of the currency translation adjustment recorded in the statement of changes in consolidated shareholders’ equity which, inover the course of the last three fiscal years, is essentially related to the fluctuation of dollarthe euro, the ruble and the pound sterling and is set forth in the table below: | | | | | | | | | | | Euro /Dollar exchange rates | | | Euro / Pound sterling exchange rates | | As of December 31, 2013 | | | 1.38 | | | | 0.83 | | As of December 31, 2012 | | | 1.32 | | | | 0.82 | | As of December 31, 2011 | | | 1.29 | | | | 0.84 | |
| | | F-86 | | TOTAL S.A. Form 20-F 2013 |
| | | | | | | | | | | | | | | | | | | | | As of December 31, 2013 (M€) | | Total | | | Euro | | | Dollar | | | Pound sterling | | | Other currencies and equity affiliates | | Shareholders’ equity at historical exchange rate | | | 77,014 | | | | 46,984 | | | | 23,599 | | | | 4,289 | | | | 2,142 | | Currency translation adjustment before net investment hedge | | | (4,385 | ) | | | — | | | | (2,524 | ) | | | (931 | ) | | | (930 | ) | Net investment hedge — open instruments | | | — | | | | — | | | | — | | | | — | | | | — | | Shareholders’ equity at exchange rate as of December 31, 2013 | | | 72,629 | | | | 46,984 | | | | 21,075 | | | | 3,358 | | | | 1,212 | | | | | | | | As of December 31, 2012 (M€) | | Total | | | Euro | | | Dollar | | | Pound sterling | | | Other currencies and equity affiliates | | Shareholders’ equity at historical exchange rate | | | 72,689 | | | | 44,968 | | | | 22,253 | | | | 4,268 | | | | 1,200 | | Currency translation adjustment before net investment hedge | | | (1,504 | ) | | | — | | | | (782 | ) | | | (837 | ) | | | 115 | | Net investment hedge — open instruments | | | — | | | | — | | | | — | | | | — | | | | — | | Shareholders’ equity at exchange rate as of December 31, 2012 | | | 71,185 | | | | 44,968 | | | | 21,471 | | | | 3,431 | | | | 1,315 | | | | | | | | As of December 31, 2011 (M€) | | Total | | | Euro | | | Dollar | | | Pound sterling | | | Other currencies and equity affiliates | | Shareholders’ equity at historical exchange rate | | | 67,949 | | | | 40,763 | | | | 21,554 | | | | 4,464 | | | | 1,168 | | Currency translation adjustment before net investment hedge | | | (978 | ) | | | — | | | | 120 | | | | (931 | ) | | | (167 | ) | Net investment hedge — open instruments | | | (26 | ) | | | — | | | | (25 | ) | | | (1 | ) | | | — | | Shareholders’ equity at exchange rate as of December 31, 2011 | | | 66,945 | | | | 40,763 | | | | 21,649 | | | | 3,532 | | | | 1,001 | |
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 (a gain of€6 million in 2013, a gain of€26 million in 2012 and a gain of€118 million in 2011).
| | | | | | | | | | | | | | | | | | | | | Dollar / Euro exchange rates | | | Dollar / Pound sterling exchange rates | | | Dollar / Ruble exchange rates | December 31, 2014 | | | | | 0.82 | | | | | | 0.64 | | | | 59.58 | | | | December 31, 2013 | | | | | 0.73 | | | | | | 0.60 | | | | 32.87 | | | | December 31, 2012 | | | | | 0.76 | | | | | | 0.62 | | | | 30.57 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2014(M$) | | Total | | | Euro | | | Dollar | | | Pound sterling | | | Ruble | | | Other currencies | | Shareholders’ equity at historical exchange rate | | | 97,810 | | | | 26,056 | | | | 50,179 | | | | 6,762 | | | | 6,489 | | | | 8,324 | | Currency translation adjustment before net investment hedge | | | (7,480 | ) | | | (2,290 | ) | | | — | | | | (894 | ) | | | (3,215 | ) | | | (1,081 | ) | Net investment hedge — open instruments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Shareholders’ equity at exchange rate as of December 31, 2014 | | | 90,330 | | | | 23,766 | | | | 50,179 | | | | 5,868 | | | | 3,274 | | | | 7,243 | | | | | | | | | As of December 31, 2013(M$) | | Total | | | Euro | | | Dollar | | | Pound sterling | | | Ruble | | | Other currencies | | Shareholders’ equity at historical exchange rate | | | 101,444 | | | | 30,444 | | | | 50,053 | | | | 6,776 | | | | 6,960 | | | | 7,211 | | Currency translation adjustment before net investment hedge | | | (1,203 | ) | | | 148 | | | | — | | | | (543 | ) | | | (607 | ) | | | (201 | ) | Net investment hedge — open instruments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Shareholders’ equity at exchange rate as of December 31, 2013 | | | 100,241 | | | | 30,592 | | | | 50,053 | | | | 6,233 | | | | 6,353 | | | | 7,010 | | | | | | | | | As of December 31, 2012(M$) | | Total | | | Euro | | | Dollar | | | Pound sterling | | | Ruble | | | Other currencies | | Shareholders’ equity at historical exchange rate | | | 95,665 | | | | 32,299 | | | | 41,821 | | | | 6,673 | | | | 6,147 | | | | 8,725 | | Currency translation adjustment before net investment hedge | | | (1,696 | ) | | | (1,020 | ) | | | — | | | | (688 | ) | | | (164 | ) | | | 176 | | Net investment hedge — open instruments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Shareholders’ equity at exchange rate as of December 31, 2012 | | | 93,969 | | | | 31,279 | | | | 41,821 | | | | 5,985 | | | | 5,983 | | | | 8,901 | |
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. As of December 31, 2013,2014, these lines of credit amounted to $11,031$10,514 million, of which $11,031$10,514 million was unused. The agreements for the lines of credit granted to TOTAL S.A. do not contain conditions related to the Company’s 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, 2013,2014, the aggregate amount of the principal confirmed lines of credit granted by international banks to Group companies, including TOTAL S.A., was $11,581$11,064 million, of which $11,421$10,764 million was unused. The lines of credit granted to Group companies other than TOTAL S.A. are not intended to finance the Group’s general needs; they are intended to finance either the general needs of the borrowing subsidiary or a specific project. | | | F-84 | | TOTAL S.A. Form 20-F 2014 |
The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2014, 2013 2012 and 20112012 (see Note 20 to the Consolidated Financial Statements). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2013 (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) | | | — | | | | (3,370 | ) | | | (3,284 | ) | | | (3,015 | ) | | | (3,162 | ) | | | (11,210 | ) | | | (24,041 | ) | Current borrowings | | | (8,116 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (8,116 | ) | Other current financial liabilities | | | (276 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (276 | ) | Current financial assets | | | 536 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 536 | | Assets and liabilities available for sale or exchange | | | 130 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 130 | | Cash and cash equivalents | | | 14,647 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,647 | | Net amount before financial expense | | | 6,921 | | | | (3,370 | ) | | | (3,284 | ) | | | (3,015 | ) | | | (3,162 | ) | | | (11,210 | ) | | | (17,120 | ) | Financial expense on non-current financial debt | | | (729 | ) | | | (661 | ) | | | (554 | ) | | | (508 | ) | | | (447 | ) | | | (1,294 | ) | | | (4,193 | ) | Interest differential on swaps | | | 350 | | | | 284 | | | | 100 | | | | (24 | ) | | | (80 | ) | | | (515 | ) | | | 115 | | Net amount | | | 6,542 | | | | (3,747 | ) | | | (3,738 | ) | | | (3,547 | ) | | | (3,689 | ) | | | (13,019 | ) | | | (21,198 | ) |
| | | 2013 Form 20-F TOTAL S.A. | | F-87 |
| | | | As of December 31, 2012 (M€) Assets/(Liabilities) | | Less than one year | | 1-2 years | | 2-3 years | | 3-4 years | | 4-5 years | | More than 5 years | | Total | | | As of December 31, 2014 (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) | | | — | | | | (3,832 | ) | | | (3,465 | ) | | | (2,125 | ) | | | (3,126 | ) | | | (8,100 | ) | | | (20,648 | ) | | | — | | | | (4,793 | ) | | | (4,547 | ) | | | (4,451 | ) | | | (4,765 | ) | | | (25,606 | ) | | | (44,162 | ) | Current borrowings | | | (11,016 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (11,016 | ) | | | (10,942 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (10,942 | ) | Other current financial liabilities | | | (176 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (176 | ) | | | (180 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (180 | ) | Current financial assets | | | 1,562 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,562 | | | | 1,293 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,293 | | Assets and liabilities available for sale or exchange | | | (756 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (756 | ) | | | 56 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 56 | | Cash and cash equivalents | | | 15,469 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 15,469 | | | | 25,181 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 25,181 | | Net amount before financial expense | | | 5,083 | | | | (3,832 | ) | | | (3,465 | ) | | | (2,125 | ) | | | (3,126 | ) | | | (8,100 | ) | | | (15,565 | ) | | | 15,408 | | | | (4,793 | ) | | | (4,547 | ) | | | (4,451 | ) | | | (4,765 | ) | | | (25,606 | ) | | | (28,754 | ) | Financial expense on non-current financial debt | | | (746 | ) | | | (625 | ) | | | (519 | ) | | | (405 | ) | | | (352 | ) | | | (1,078 | ) | | | (3,725 | ) | | | (901 | ) | | | (833 | ) | | | (783 | ) | | | (718 | ) | | | (624 | ) | | | (1,960 | ) | | | (5,819 | ) | Interest differential on swaps | | | 371 | | | | 335 | | | | 225 | | | | 106 | | | | 62 | | | | (37 | ) | | | 1,062 | | | | 369 | | | | 167 | | | | (31 | ) | | | (127 | ) | | | (154 | ) | | | (790 | ) | | | (566 | ) | Net amount | | | 4,708 | | | | (4,122 | ) | | | (3,760 | ) | | | (2,424 | ) | | | (3,416 | ) | | | (9,215 | ) | | | (18,228 | ) | | | 14,876 | | | | (5,459 | ) | | | (5,361 | ) | | | (5,296 | ) | | | (5,543 | ) | | | (28,356 | ) | | | (35,139 | ) | | | | | | | 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 | | | As of December 31, 2013 (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 | ) | | | — | | | | (4,647 | ) | | | (4,528 | ) | | | (4,159 | ) | | | (4,361 | ) | | | (15,461 | ) | | | (33,156 | ) | Current borrowings | | | (9,675 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (9,675 | ) | | | (11,193 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (11,193 | ) | Other current financial liabilities | | | (167 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (167 | ) | | | (381 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (381 | ) | Current financial assets | | | 700 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 700 | | | | 739 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 739 | | Assets and liabilities available for sale or exchange | | | | 179 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 179 | | Cash and cash equivalents | | | 14,025 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,025 | | | | 20,200 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 20,200 | | Net amount before financial expense | | | 4,883 | | | | (4,492 | ) | | | (3,630 | ) | | | (3,614 | ) | | | (1,519 | ) | | | (7,326 | ) | | | (15,698 | ) | | | 9,544 | | | | (4,647 | ) | | | (4,528 | ) | | | (4,159 | ) | | | (4,361 | ) | | | (15,461 | ) | | | (23,612 | ) | Financial expense on non-current financial debt | | | (785 | ) | | | (691 | ) | | | (521 | ) | | | (417 | ) | | | (302 | ) | | | (1,075 | ) | | | (3,791 | ) | | | (1,005 | ) | | | (912 | ) | | | (764 | ) | | | (701 | ) | | | (616 | ) | | | (1,783 | ) | | | (5,781 | ) | Interest differential on swaps | | | 320 | | | | 331 | | | | 221 | | | | 120 | | | | 55 | | | | 44 | | | | 1,091 | | | | 483 | | | | 392 | | | | 138 | | | | (33 | ) | | | (110 | ) | | | (710 | ) | | | 160 | | Net amount | | | 4,418 | | | | (4,852 | ) | | | (3,930 | ) | | | (3,911 | ) | | | (1,766 | ) | | | (8,357 | ) | | | (18,398 | ) | | | 9,022 | | | | (5,167 | ) | | | (5,154 | ) | | | (4,893 | ) | | | (5,087 | ) | | | (17,954 | ) | | | (29,233 | ) | | | | | | | As of December 31, 2012 (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) | | | | — | | | | (5,056 | ) | | | (4,572 | ) | | | (2,804 | ) | | | (4,124 | ) | | | (10,691 | ) | | | (27,247 | ) | Current borrowings | | | | (14,535 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (14,535 | ) | Other current financial liabilities | | | | (232 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (232 | ) | Current financial assets | | | | 2,061 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,061 | | Assets and liabilities available for sale or exchange | | | | (997 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (997 | ) | Cash and cash equivalents | | | | 20,409 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 20,409 | | Net amount before financial expense | | | | 6,706 | | | | (5,056 | ) | | | (4,572 | ) | | | (2,804 | ) | | | (4,124 | ) | | | (10,691 | ) | | | (20,541 | ) | Financial expense on non-current financial debt | | | | (984 | ) | | | (824 | ) | | | (685 | ) | | | (534 | ) | | | (464 | ) | | | (1,423 | ) | | | (4,914 | ) | Interest differential on swaps | | | | 490 | | | | 443 | | | | 297 | | | | 140 | | | | 82 | | | | (47 | ) | | | 1,405 | | Net amount | | | | 6,212 | | | | (5,437 | ) | | | (4,960 | ) | | | (3,198 | ) | | | (4,506 | ) | | | (12,161 | ) | | | (24,050 | ) |
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”). | | | 2014 Form 20-F TOTAL S.A. | | F-85 |
The following table sets forth financial assets and liabilities related to operating activities as of December 31, 2014, 2013 2012 and 20112012 (see Note 28 to the Consolidated Financial Statements). | | | | | | | | | | | | | As of December 31 (M€) Assets/(Liabilities) | | 2013 | | | 2012 | | | 2011 | | Accounts payable | | | (21,958 | ) | | | (21,648 | ) | | | (22,086 | ) | Other operating liabilities | | | (5,941 | ) | | | (5,904 | ) | | | (5,441 | ) | including financial instruments related to commodity contracts | | | (615 | ) | | | (456 | ) | | | (548 | ) | Accounts receivable, net | | | 16,984 | | | | 19,206 | | | | 20,049 | | Other operating receivables | | | 7,191 | | | | 6,158 | | | | 7,467 | | including financial instruments related to commodity contracts | | | 927 | | | | 681 | | | | 1,017 | | Total | | | (3,724 | ) | | | (2,188 | ) | | | (11 | ) |
| | | | | | | | | | | | | As of December 31, (M$) Assets/(Liabilities) | | 2014 | | | 2013 | | | 2012 | | Accounts payable | | | (24,150 | ) | | | (30,282 | ) | | | (28,563 | ) | Other operating liabilities | | | (7,935 | ) | | | (8,191 | ) | | | (7,784 | ) | including financial instruments related to commodity contracts | | | (1,073 | ) | | | (848 | ) | | | (602 | ) | Accounts receivable, net | | | 15,704 | | | | 23,422 | | | | 25,339 | | Other operating receivables | | | 10,792 | | | | 9,917 | | | | 8,126 | | including financial instruments related to commodity contracts | | | 2,502 | | | | 1,278 | | | | 899 | | Total | | | (5,589 | ) | | | (5,134 | ) | | | (2,882 | ) |
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 Group’s 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. | | | F-88 | | TOTAL S.A. Form 20-F 2013 |
The following table presents the Group’s maximum credit risk exposure: | | | | | | | | | | | | | As of December 31, (M€) Assets/(Liabilities) | | 2013 | | | 2012 | | | 2011 | | Loans to equity affiliates(note 12) | | | 2,577 | | | | 2,360 | | | | 2,246 | | Loans and advances(note 14) | | | 2,592 | | | | 2,207 | | | | 2,055 | | Hedging instruments of non-current financial debt(note 20) | | | 1,028 | | | | 1,626 | | | | 1,976 | | Accounts receivable(note 16) | | | 16,984 | | | | 19,206 | | | | 20,049 | | Other operating receivables(note 16) | | | 7,191 | | | | 6,158 | | | | 7,467 | | Current financial assets(note 20) | | | 536 | | | | 1,562 | | | | 700 | | Cash and cash equivalents(note 27) | | | 14,647 | | | | 15,469 | | | | 14,025 | | Total | | | 45,555 | | | | 48,588 | | | | 48,518 | |
| | | | | | | | | | | | | As of December 31, (M$) Assets/(Liabilities) | | 2014 | | | 2013 | | | 2012 | | Loans to equity affiliates (note 12) | | | 4,626 | | | | 3,554 | | | | 3,114 | | Loans and advances (note 14) | | | 3,326 | | | | 3,575 | | | | 2,912 | | Hedging instruments of non-current financial debt (note 20) | | | 1,319 | | | | 1,418 | | | | 2,145 | | Accounts receivable (note 16) | | | 15,704 | | | | 23,422 | | | | 25,339 | | Other operating receivables (note 16) | | | 10,792 | | | | 9,917 | | | | 8,126 | | Current financial assets (note 20) | | | 1,293 | | | | 739 | | | | 2,061 | | Cash and cash equivalents (note 27) | | | 25,181 | | | | 20,200 | | | | 20,409 | | Total | | | 62,241 | | | | 62,825 | | | | 64,106 | |
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, 2013,2014, the net amount received as part of these margin calls was€801 $1,437 million (against€1,635 $1,105 million as of December 31, 20122013 and€1,682 $2,157 million as of December 31, 2011)2012). The Group has established a number of programs for the sale of trade receivables, without recourse, with various banks, primarily to reduce its exposure to such receivables. As a result of these programs the Group retains no risk of payment default after the sale, but may continue to service the customer accounts as part of a service arrangement on behalf of the buyer and is required to pay to the buyer payments it receives from the customers relating to the receivables sold. As of December 31, 2014, the net value of receivables sold amounted to $3,036 million. No financial asset or liability remains recognized in the consolidated balance sheet after the date of sale. Credit risk is managed by the Group’s 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 management’s assessment of the facts and circumstances. Gas & Power 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, | | | F-86 | | TOTAL S.A. Form 20-F 2014 |
credit limits are defined for each potential counterparty and, where appropriate, transactions are subject to specific authorizations. 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. • | | Refining & Chemicals segment |
Credit risk is primarily related to commercial receivables. Internal procedures of Refining & Chemicals include rules for the management of credit describing the fundamentals of internal control in this domain. 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). Counterparties are subject to credit assessment and approval prior to any transaction being concluded. Regular reviews are made for all active counterparties including a | | | 2013 Form 20-F TOTAL S.A. | | F-89 |
re-appraisal and renewing of the granted credit limits. The limits of the counterparties are assessed based on quantitative and qualitative data regarding financial standing, together with the review of any relevant third party and market information, such as that provided by rating agencies and insurance companies. 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 & Poor’s, Moody’s 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. • | | Marketing & Services segment |
Internal procedures for the Marketing & Services 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. | | | 2014 Form 20-F TOTAL S.A. | | F-87 |
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. 32)Other risks and contingent liabilities 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. ANTITRUST INVESTIGATIONSAntitrust investigations
The principal antitrust proceedings in which the Group’s companies are involved are described thereafter.below. • | | Refining & Chemicals segment |
As part of the spin-off of Arkema1(1) in 2006, TOTAL S.A. and certain other Group companies agreed to grant Arkema for a period of ten years a guarantee for potential monetary consequences related to antitrust proceedings arising from events prior to the spin-off. As of December 31, 2013, all public and civil proceedings covered by the guarantee were definitively resolved in Europe and in the United States. Despite the fact that Arkema has implemented since 2001 compliance procedures that are designed to prevent its employees from violating antitrust provisions, 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. • | | Marketing & Services segment |
| – | | The administrative procedure opened by the European Commission against TOTAL Nederland N.V and TOTAL S.A., as parent company, in relation to practices regarding a product line of
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| | | F-90 | | TOTAL S.A. Form 20-F 2013 |
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.
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| | the Marketing & Services segment, resulted in a condemnation in 2006 that became definitive in 2012. The resulting fine (€20.25 million) and interest thereon were paid during the first quarter of 2013.
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| – | | Following the appeal lodged by the Group’s companies against the European Commission’s 2008 decision fining Total Marketing Services an amount of€128.2 million in relation to practices regarding a product line of the Marketing & Services segment, which the company had already paid, and concerning which TOTAL S.A. was declared jointly liable as the parent company, the relevant European court decided during the third quarter of 2013 to reduce the fine imposed on Total Marketing Services to€125.5 million without modifying the liability of TOTAL S.A. as parent company. Appeals have been lodged against this judgment. |
| – | | In the United Kingdom,Netherlands, a settlement took place in the third quarter of 2013 putting an end to the civil proceeding was initiated against TOTAL S.A., Total Marketing Services and other companies by third parties alleging |
| | damages in connection with practices already sanctioned by the European Commission. A similar civil proceeding is pending in the Netherlands. At this stage, the plaintiffs have still not communicated the amount of their claim. |
| – | | Finally, in Italy, in 2013, a civil proceeding was initiated against TOTAL S.A. and its subsidiary Total Aviazione Italia Srl before the competent Italian civil court. The plaintiff claims against TOTAL S.A., its subsidiary and other third parties, damages that it estimates to be nearly€908 million. This procedure follows practices that had been sanctioned by the Italian competition authority in 2006. The procedure has not evolved, the existence and the assessment of the alleged damages in this procedure involving multiple defendants areremain strongly contested. |
Whatever the evolution of the proceedings described above, the Group believes that their outcome should not have a material adverse effect on the Group’s financial situation or consolidated results. GRANDE PAROISSEGrande 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, a deed whereby it donated the former site of the AZF plant to the greater agglomeration of Toulouse (CAGT) and theCaisse des dépôts et consignations and its subsidiary ICADE. Under this deed, TOTAL S.A. guaranteed the site remediation 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. | | | F-88 | | TOTAL S.A. Form 20-F 2014 |
(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. |
After having articulated several hypotheses, the Court-appointed experts did not maintain in their final report filed on May 11, 2006, 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. On July 9, 2007, the investigating magistrate brought charges against Grande Paroisse and the former Plant Manager before the Toulouse Criminal Court. In late 2008, TOTAL S.A. and Mr. Thierry Desmarest, Chairman and CEO at the time of the event, were summoned to appear in Court pursuant to a request by a victims association. 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 were inadmissible. | | | 2013 Form 20-F TOTAL S.A. | | F-91 |
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 Prosecutor’s office, together with certain third parties, appealed the Toulouse Criminal Court verdict. In order to preserve its rights, Grande Paroisse lodged a cross-appeal with respect to civil charges. By its decision of September 24, 2012, the Court of Appeal of Toulouse (Cour d’appel de Toulouse) upheld the lower court verdict pursuant to which the summonses against TOTAL S.A. and Mr. Thierry Desmarest were determined to be inadmissible. This element of the decision has been appealed by certain third parties before the French Supreme Court (Cour de cassation). The Court of Appeal considered, however, that the explosion was the result of the chemical accident described by thecourt-appointed experts. Accordingly, it convicted the former Plant Manager and Grande Paroisse. This element of the decision has been appealed by the former Plant Manager and Grande Paroisse before the French Supreme Court (Cour de cassation), which has the effect of suspending their criminal sentences. On January 13, 2015, the French Supreme Court (Cour de cassation) fully quashed the decision of September 24, 2012. The impugned decision is set aside and the parties find themselves in the position they were in before the decision was rendered. The case is referred back to the Court of Appeal of Paris for a new criminal trial. The trial date has not yet been set. 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. A€12.710.3 million reserve remains booked in the Group’s consolidated financial statements as of December 31, 2013.2014. BLUE RAPID AND THE RUSSIAN OLYMPIC COMMITTEEBlue Rapid and the Russian Olympic Committee — RUSSIAN REGIONS AND INTERNEFTRussian 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 Rapid’s 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 contract having lapsed. 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 that were not even parties to the contract, 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$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 a matter of law and fact. The Group has lodged a criminal complaint to denounce the fraudulent claim of which the Group believes it is a victim and, has taken and reserved its rights to take other actions and measures to defend its interests. IRAN
| | | 2014 Form 20-F TOTAL S.A. | | F-89 |
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 concerned an agreement concluded by the Company with consultants concerning gas fields in Iran and aimed at verifying whether certain payments made under this agreement would have benefited Iranian officials in violation of the Foreign Corrupt Practices Act (FCPA) and the Company’s accounting obligations. In late May 2013, and after several years of discussions, TOTAL reached settlements with the U.S. authorities (a Deferred Prosecution Agreement with the DoJ and a Cease and Desist Order with the SEC). These settlements, which put an end to these investigations, were concluded without admission of guilt and in exchange for TOTAL respecting a number of obligations, including the payment of a fine ($245.2 million) and civil compensation ($153 million) that occurred during the second quarter of 2013. The reserve of $398.2 million that was booked in the financial statements as of June 30, 2012, has been fully released. By virtue of these settlements, TOTAL also accepted to appointthe appointment of a French independent compliance monitor to review the Group’s compliance program and to recommend possible improvements. With respect to the same facts, TOTAL and its late Chairman and Chief Executive Officer, who was President of the Middle East division at the time of the facts, were placed under formal investigation in France following a judicial inquiry initiated in 2006. In late May 2013, the Prosecutor’s office recommended that the case be sent to trial. TheThis position was reiterated by the Prosecutor’s office in June 2014. By order notified in October 2014, the investigating magistrate has not yet issued his decision.decided to refer the case to trial. | | | F-92 | | TOTAL S.A. Form 20-F 2013 |
At this point, the Company considers that the resolution of these cases is not expected to have a significant impact on the Group’s financial situation or consequences for its future planned operations. LIBYA
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. In April 2013, the SEC notified TOTAL of the closure of the investigation while stating that it does not intend to take further action as far as TOTAL is concerned.
OIL-FOR-FOOD PROGRAMOil-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 Employeesemployees 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 Group’s 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 Prosecutor’s office. In 2009, the Prosecutor’s office recommended to the investigating magistrate that the case against the Group’s current and former employees and TOTAL’s late Chairman and Chief Executive Officer, formerly President of the Group’s Exploration & Production division, not be pursued. In early 2010, despite the recommendation of the Prosecutor’s office, a new investigating magistrate, 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 Prosecutor’s office recommended to the investigating magistrate that the case against TOTAL S.A., the Group’s former employees and TOTAL’s late Chairman and Chief Executive Officer not be pursued. However, by ordinance notified in early August 2011, the investigating magistrate on the matter decided to send the case to trial. On July 8, 2013, TOTAL S.A., the Group’s former employees and TOTAL’s late Chairman and Chief Executive Officer were cleared of all charges by the Criminal Court, which found that none of the offenses for which they had been prosecuted were established. On July 18, 2013, the Prosecutor’s office appealed the parts of the Criminal Court’s decision acquitting TOTAL S.A. and certain of the Group’s former employees. TOTAL’s late Chairman and Chief Executive Officer’s acquittal issued on July 8, 2013 iswas irrevocable since the Prosecutor’s office did not appeal this part of the Criminal Court’s decision. ITALY The appeal hearing is expected to start in October 2015.
Italy As part of an investigation led by the Prosecutor of the Republic of the Potenza Court, Total Italia and certain Group employees were the subjectsubjects 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. In May 2012, the Judge of the preliminary hearing decided to dismiss the charges against some of the Group’s employees and to refer the case for trial for a reduced number of charges. The trial started onin September 26, 2012. In 2010, Total Italia’s exploration and production operations were transferred to Total E&P Italia and refining and marketing operations were merged with those of Erg Petroli.
RIVUNIONRivunion
On July 9, 2012, the Swiss Tribunal Fédéral (Switzerland’s Supreme Court) rendered a decision against Rivunion, a | | | F-90 | | TOTAL S.A. Form 20-F 2014 |
wholly-owned subsidiary of Elf Aquitaine, confirming a tax reassessment in the amount of CHF 171 million (excluding interest for late payment). According to the Tribunal, Rivunion was held liable as tax collector offor withholding taxes owed by the beneficiaries of taxable services. Rivunion, in liquidation since March 12,13, 2002 and unable to recover the amounts corresponding to the withholding taxes in order to meet its fiscal obligations, has been subject to insolvency proceedings since November 1, 2012. On August 29, 2013, the Swiss federal tax administration lodged a claim as part of the insolvency | | | 2013 Form 20-F TOTAL S.A. | | F-93 |
proceedings of Rivunion, for an amount of CHF 284 million, including CHF 171 million of principal as well as interest for late payment. Total Gabon On February 14, 2014, Total Gabon received a taxre-assessment notice from theMinistère de l’Économie et de la Prospective of the Gabonese Republic accompanied by a partial tax collection notice, following the tax audit of Total Gabon in relation to the years 2008 to 2010. The partial tax collection procedure was suspended on March 5, 2014 further to the action that Total Gabon engaged before the Tax Administration. Discussions with the Gabonese authorities led to the termination in early November 2014 of the tax assessment procedure to which Total Gabon was subject. Net income for Total Gabon as of September 30, 2014 includes the impact of the closing of this procedure, following which Total Gabon obtained a tax clearance for the relevant period, extended to and including the years 2011 to 2013. Kashagan In Kazakhstan, the start-up of production of the Kashagan field, in which TOTAL holds an interest of 16.81%, occurred on September 11, 2013. Following the detection of a gas leak from the export pipeline, production was stopped on September 24, 2013. Production was resumed but then stopped again shortly thereafter following the detection of another leak. Pressure tests were performed in a fully controlled environment revealing some other potential leaks/cracks. The production of the field was stopped and a thorough investigation was launched. After the identification of a significant number of anomalies in the oil and gas export lines, it was decided to replace both pipelines. The remedial work will be conducted according to best international oil and gas field practices and strict HSE requirements in order to address, mitigate and remedy all problems prior to the restart of production. On December 13, 2014, the Republic of Kazakhstan and the co-venturers of the consortium settled the disputes raised over the last several years concerning a number of operational, financial and environmental matters. This settlement agreement definitively closed these proceedings without a significant impact on the Group’s financial situation or consolidated results. Russia Since July 2014, members of the international community have adopted economic sanctions against certain Russian persons and entities, including various entities operating in the financial, energy and defense sectors, in response to the situation in Ukraine. Among other things, the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) has adopted economic sanctions targeting OAO Novatek, a Russian company listed on the Moscow Interbank Currency Exchange and the London Stock Exchange in which the Group held an 18.24% interest as of December 31, 2014 through its subsidiary TOTAL E&P Holdings Russia, and entities in which OAO Novatek (individually or with other similarly targeted persons or entities collectively) owns an interest of at least 50%. The OFAC sanctions applicable to OAO Novatek prohibit U.S. persons from transacting in, providing financing for or otherwise dealing in debt issued after July 16, 2014 of greater than 90 days maturity, including OAO Yamal LNG, which is jointly-owned by OAO Novatek (60%), TOTAL E&P Yamal (20%) and CNODC (20%), a subsidiary of CNPC. Consequently, the use of the U.S. dollar for such financing is effectively prohibited. In order to comply with these sanctions, the financing plan for the Yamal LNG project is being reviewed, and the project’s partners are engaged in efforts to develop an alternate financing plan in line with the applicable regulations. TOTAL continues to closely monitor the different international economic sanctions with respect to its activities in Russia. Within this framework, the Group is filing the requests for prior authorizations required by EU restrictive measures concerning technical assistance, brokering services, financing and financial assistance related to certain technologies. The Treasury Department of the French Ministry of Finance, the competent authority on the subject, issued authorizations especially for the projects of Yamal LNG, Kharyaga and Termokarstovoye. The United States has also imposed export controls and restrictions on the export of goods, services, and technologies for use in certain Russian energy projects that may affect TOTAL’s activities in Russia. Since July 18, 2014, the Group has not acquired any additional shares of OAO Novatek. | | | 2014 Form 20-F TOTAL S.A. | | F-91 |
Djibouti Following the confirmation of their conviction by a final judgment of the facts regarding pollution that occurred in the port of Djibouti in 1997, Total Djibouti SA and Total Marketing Djibouti SA each received in September 2014 an order to pay€53.8 million to the Republic of Djibouti. The amounts were contested by the two companies which, unable to deal with the liability, in accordance with local law, filed declarations of insolvency with the court on October 7, 2014. With respect to Total Djibouti SA, the insolvency proceeding comprised a recovery plan. Following a judgment delivered on November 18, 2014, the recovery plan proposed by Total Djibouti SA was rejected and the two companies were put into liquidation. Total Djibouti SA, a subsidiary indirectly 100% owned of TOTAL S.A., fully holds the capital of Total Marketing Djibouti SA. 33)OTHER INFORMATIONOther information Research and development costs incurred by the Group in 20132014 amounted to€949 $1,353 million (€805($1,260 million in 20122013 and€776 $1,034 million in 2011)2012), corresponding to 0.5%0.57% of the sales. The staff dedicated in 20132014 to these research and development activities are estimated at 4,6844,840 people (4,110(4,684 in 20122013 and 3,9464,110 in 2011)2012). 34) | | CHANGES IN PROGRESS IN THE GROUP STRUCTUREChanges in progress in the Group structure |
| – | | TOTAL announced in November 2012 the finalization of an agreement for the sale in Nigeria of its 20% interest in block OML 138 to a subsidiary of China Petrochemical Corporation (Sinopec). This transaction remains subjectOn July 17, 2014, Sinopec informed the Group of its decision to the |
| approval bynot complete the relevant authorities.transaction. The Group is actively pursuing its divestment process. At December 31, 20132014 the assets and liabilities have been respectively retainedclassified in the consolidated balance sheet in “Assets“assets classified as held for sale” for an amount of€1,833 $2,401 million and “Liabilities“liabilities directly associated with the assets classified as held for sale” for an amount of€590 $831 million. The assets concerned mainly include tangible assets for an amount of€1,468 $2,175 million.
|
| – | | TOTAL has put upsigned in July 2014 an agreement with Exxaro Resources Ltd for the sale of its interest100% stake in block 15/06Total Coal South Africa, its coal-producing affiliate in Angola.South Africa. Completion of |
| | the sale is subject to approval by the relevant authorities. At December 31, 20132014 the assets and liabilities have been respectively classified in the consolidated balance sheet in “Assets“assets classified as held for sale” for an amount of€526 $469 million and “Liabilities“liabilities directly associated with the assets classified as held for sale” for an amount of€36 $58 million. The assets concerned mainly include tangible assets for an amount of€456 $398 million. In |
| – | | TOTAL announced in July 2014 that it had entered into exclusive negotiations with UGI Corporation, the parent company of Antargaz, having received a firm offer from the U.S. company to acquire 100% of the outstanding shares of Totalgaz, the Group’s liquefied petroleum gas (LPG) distributor in France. At December 31, 2014 the assets and liabilities have been respectively classified in the consolidated balance sheet in “assets classified as held for sale” for an amount of $367 million and “liabilities directly associated with the assets classified as held for sale” for an amount of $265 million. The assets and liabilities concerned mainly include tangible assets for an amount of $158 million, trade receivables for an amount of $126 million, deposits and guarantees received for an amount of $120 million and accounts payable for an amount of $85 million. |
| – | | TOTAL announced in September 2014 that it had received an offer from the French group Arkema, one of the worlds major players in specialty chemicals, to acquire its subsidiary Bostik, a global company specializing in chemical adhesives. At December 31, 2014 the assets and liabilities have been respectively classified in the consolidated balance sheet in “assets classified as held for sale” for an amount of $1,664 million and “liabilities directly associated with the assets classified as held for sale” for an amount of $606 million. The assets and liabilities concerned mainly include intangible assets for an amount of $561, tangible assets for an amount of $356 million, trade receivables for an amount of $346 million, inventories for an amount of $220 million, provisions for employee benefits for an amount of $188 million and accounts payable for an amount of $193 million. The sale has been finalized on February 2014, TOTAL signed an agreement to sell to Sonangol E&P its interest in block 15/06. This transaction remains subject to the approval by the relevant authorities.2, 2015. |
35) | | | F-92 | | CONSOLIDATION SCOPETOTAL S.A. Form 20-F 2014 |
35) Consolidation scope As of December 31, 2013, 8982014, 903 entities are consolidated of which 809818 are fully consolidated and 8985 are accounted for under equity method (E). The table below sets forth the main GroupGroup’s consolidated entities: | | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | UPSTREAMUpstream
| | ABU DHABI GAS INDUSTRIES LIMITED | | | 15.00 | % | | E | | UNITED ARAB EMIRATES | | UNITED ARAB EMIRATES | | | ABU DHABI GAS LIQUEFACTION COMPANY LTD | | | 5.00 | % | | E | | UNITED ARAB EMIRATES | | UNITED ARAB EMIRATES | | | ABU DHABI MARINE AREAS LIMITED | | | 33.33 | % | | E | | UNITED KINGDOM | | UNITED ARAB EMIRATES | | | ABU DHABI PETROLEUM COMPANY LIMITED | | | 23.75 | % | | E | | UNITED KINGDOM | | UNITED ARAB EMIRATES | | | ANGOLA BLOCK 14 B.V. | | | 50.01 | % | | | | THE NETHERLANDS | | ANGOLA | | | ANGOLA LNG LIMITED | | | 13.60 | % | | E | | BERMUDA | | ANGOLA | | | ANGOLA LNG SUPPLY SERVICES LLC | | | 13.60 | % | | E | | UNITED STATES | | UNITED STATES | | | BONNY GAS TRANSPORT LIMITED | | | 15.00 | % | | E | | BERMUDA | | NIGERIA | | | BRASS HOLDINGS COMPANY LIMITEDS.A.R.L. | | | 100.00 | % | | | | LUXEMBOURG | | LUXEMBOURG | | | BRASS LNG LTD | | | 17.0020.48 | % | | E | | NIGERIA | | NIGERIA | | | CDF ENERGIE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | CEPSA GAS COMERCIALIZADORA S.A. | | | 35.00 | % | | E | | SPAIN | | SPAIN | | | DEER CREEK PIPELINES LIMITED | | | 75.00 | % | | | | CANADA | | CANADA | | | DOLPHIN ENERGY LIMITED | | | 24.50 | % | | E | | UNITED ARAB EMIRATES | | UNITED ARAB EMIRATES | | | DORSTFONTEIN COAL MINES (PROPRIETARY) LIMITED | | | 74.00 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | E. F. OIL AND GAS LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | EASTERN POWER AND ELECTRIC COMPANY LIMITED | | | 28.00 | % | | E | | THAILAND | | THAILAND | | | ELF EXPLORATION PRODUCTION | | | 100.00 | % | | | | FRANCE | | FRANCE | | | ELF EXPLORATION UK LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | ELF HYDROCARBONS LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | ELF PETROLEUM IRAN | | | 100.00 | % | | | | FRANCE | | IRAN | | | ELF PETROLEUM UK LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | GAZ TRANSPORT & TECHNIGAZ SASELOFF MINING COMPANY (PROPRIETARY) LTD | | | 30.0051.01 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | FINA EXPLORATION LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | FINA PETROLEUM DEVELOPMENT LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | FINOSCA | | | 100.00 | % | | | | COLOMBIA | | COLOMBIA | | | FORZANDO COAL MINES (PROPRIETARY) LIMITED | | | 86.74 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | FOSMAX LNG | | | 27.50 | % | | E | | FRANCE | | FRANCE | | | GAS DEL LITORAL SRLCV | | | 25.00 | % | | E | | MEXICO | | MEXICO | | | GAS INVESTMENT AND SERVICES COMPANY LTD | | | 10.00 | % | | E | | UNITED KINGDOM | | OMAN | | | GEOMETHANE | | | 28.04 | % | | E | | FRANCE | | FRANCE | | | GEOSUD | | | 56.08 | % | | E | | FRANCE | | FRANCE | | | GULF TOTAL TRACTEBEL POWER COMPANY PSJC | | | 20.00 | % | | E | | UNITED ARAB EMIRATES | | UNITED ARAB EMIRATES | | | HAZIRA LNG PRIVATE LIMITED | | | 26.00 | % | | E | | INDIA | | INDIA | | | HAZIRA PORT PRIVATE LIMITED | | | 26.00 | % | | E | | INDIA | | INDIA | | | ICHTHYS LNG PTY LTD | | | 30.00 | % | | E | | AUSTRALIA | | AUSTRALIA | | | ITHEMBA FARM PROPRIETARY LTD | | | 100.00 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | MABRUK OIL OPERATIONS | | | 100.00 | % | | | | FRANCE | | STATE OF LIBYA | | | MANYEKA COAL MINES (PROPRIETARY) LIMITED | | | 100.00 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | MASINKETA COAL MINES PROPRIETARY LIMITED | | | 74.00 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | MMAKAU COAL (PROPRIETARY) LIMITED | | | 49.00 | % | | E | | SOUTH AFRICA | | SOUTH AFRICA | | | MOATTAMA GAS TRANSPORTATION COMPANY LIMITED | | | 31.24 | % | | E | | BERMUDA | | MYANMAR | | | NATIONAL GAS SHIPPING COMPANY LTD | | | 5.00 | % | | E | | UNITED ARAB EMIRATES | | UNITED ARAB EMIRATES | | | NEWCASTLE COAL MINES (PROPRIETARY) LIMITED | | | 100.00 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | NIGERIA LNG LTD | | | 15.00 | % | | E | | NIGERIA | | NIGERIA | | | NOVATEKNORPIPE OIL A/S | | | 16.9634.93 | % | | E | | RUSSIANORWAY | | RUSSIANORWAY | | | NORPIPE PETROLEUM UK LTD | | | 32.87 | % | | E | | UNITED KINGDOM | | NORWAY | | | NORSEA PIPELINE LIMITED | | | 32.87 | % | | E | | UNITED KINGDOM | | NORWAY | | | NOVATEK | | | 18.24 | % | | E | | RUSSIAN FEDERATION | | RUSSIAN FEDERATION | | | OMAN LNG LLC | | | 5.54 | % | | E | | OMAN | | OMAN | | | PETROCEDEÑOPARS LNG LIMITED | | | 40.00 | % | | E | | BERMUDA | | IRAN | | | PETROCEDENO | | | 30.32 | % | | E | | VENEZUELA | | VENEZUELA | | | PRIVATE OIL HOLDINGS OMAN LTD | | | 10.00 | % | | E | | UNITED KINGDOM | | OMAN |
| | | 2014 Form 20-F TOTAL S.A. | | F-93 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | QATAR LIQUEFIED GAS COMPANY LIMITED (II) TRAIN B | | | 16.70 | % | | E | | QATAR | | QATAR | | | QATARGAS LIQUEFIED GAS COMPANY LIMITED | | | 10.00 | % | | E | | QATAR | | QATAR | | | RUWAIS FERTILIZER INDUSTRIES LIMITED | | | 33.33 | % | | E | | UNITED ARAB EMIRATES | | UNITED ARAB EMIRATES | | | SHTOKMAN DEVELOPMENT AG | | | 25.00 | % | | E | | SWITZERLAND | | RUSSIARUSSIAN FEDERATION | | | SOUTH ASIA LPG PRIVATE LIMITED | | | 50.00 | % | | E | | INDIA | | INDIA | | | SOUTH HOOK CHP | | | 8.35 | % | | E | | UNITED KINGDOM | | UNITED KINGDOM | | | SOUTH HOOK LNG TERMINAL COMPANY LTD | | | 8.35 | % | | E | | UNITED KINGDOM | | UNITED KINGDOM | | | TERNEFTEGAS LLC | | | 58.30 | % | | E | | RUSSIAN FEDERATION | | RUSSIAN FEDERATION | | | TOTAL (BTC) SARLB.V. | | | 100.00 | % | | | | LUXEMBOURGNETHERLANDS | | LUXEMBOURGNETHERLANDS | | | TOTAL ABU AL BU KHOOSH | | | 100.00 | % | | | | FRANCE | | UNITED ARAB EMIRATES | | | TOTAL AUSTRAL | | | 100.00 | % | | | | FRANCE | | ARGENTINA | | | TOTAL COAL SOUTH AFRICA (PTY) LTD | | | 100.00 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | TOTAL COLOMBIA PIPELINE | | | 100.00 | % | | | | FRANCE | | COLOMBIA | | | TOTAL DOLPHIN MIDSTREAM LIMITED | | | 100.00 | % | | | | BERMUDA | | BERMUDA | | | TOTAL E&P ABSHERON BVB.V. | | | 100.00 | % | | | | THE NETHERLANDS | | AZERBAIJAN | | | TOTAL E&P ALGERIE | | | 100.00 | % | | | | FRANCE | | ALGERIA | | | TOTAL E&P AMBORIP VI | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P ANGOLA | | | 100.00 | % | | | | FRANCE | | ANGOLA |
| | | F-94 | | TOTAL S.A. Form 20-F 2013 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group
interest | | | Method | | Country of incorporation | | Country of operations | | | TOTAL E&P ANGOLA BLOCK 15/06 LIMITED | | | 100.00 | % | | | | BERMUDA | | ANGOLA | | | TOTAL E&P ANGOLA BLOCK 17/0617.06 | | | 100.00 | % | | | | FRANCE | | ANGOLA | | | TOTAL E&P ANGOLA BLOCK 25 | | | 100.00 | % | | | | FRANCE | | ANGOLA | | | TOTAL E&P ANGOLA BLOCK 31 LIMITED | | | 100.00 | % | | | | BAHAMAS | | ANGOLA | | | TOTAL E&P ANGOLA BLOCK 32 | | | 100.00 | % | | | | FRANCE | | ANGOLA | | | TOTAL E&P ANGOLA BLOCK 33 | | | 100.00 | % | | | | FRANCE | | ANGOLA | | | TOTAL E&P ANGOLA BLOCK 39 | | | 100.00 | % | | | | FRANCE | | ANGOLA | | | TOTAL E&P ANGOLA BLOCK 40 | | | 100.00 | % | | | | FRANCE | | ANGOLA | | | TOTAL E&P ARCTIC RUSSIAARAFURA SEA | | | 100.00 | % | | | | FRANCE | | FRANCEINDONESIA | | | TOTAL E&P ARUBA B.V. | | | 100.00 | % | | | | NETHERLANDS | | ARUBA | | | TOTAL E&P AUSTRALIA | | | 100.00 | % | | | | FRANCE | | AUSTRALIA | | | TOTAL E&P AUSTRALIA II | | | 100.00 | % | | | | FRANCE | | AUSTRALIA | | | TOTAL E&P AUSTRALIA III | | | 100.00 | % | | | | FRANCE | | AUSTRALIA | | | TOTAL E&P AZERBAIJAN BVB.V. | | | 100.00 | % | | | | THE NETHERLANDS | | AZERBAIJAN | | | TOTAL E&P BOLIVIE | | | 100.00 | % | | | | FRANCE | | BOLIVIA | | | TOTAL E&P BORNEO BVB.V. | | | 100.00 | % | | | | THE NETHERLANDS | | BRUNEI | | | TOTAL E&P BULGARIA B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | BULGARIA | | | TOTAL E&P CAMBODGE | | | 100.00 | % | | | | FRANCE | | CAMBODIA | | | TOTAL E&P CANADA LTD | | | 100.00 | % | | | | CANADA | | CANADA | | | TOTAL E&P CHINE | | | 100.00 | % | | | | FRANCE | | CHINA | | | TOTAL E&P COLOMBIE | | | 100.00 | % | | | | FRANCE | | COLOMBIA | | | TOTAL E&P CONGO | | | 85.00 | % | | | | CONGO | | CONGO | | | TOTAL E&P COTE D’IVOIRE | | | 100.00 | % | | | | FRANCE | | IVORY COAST | | | TOTAL E&P COTE D’IVOIRE CI-514 | | | 100.00 | % | | | | FRANCE | | IVORY COAST | | | TOTAL E&P COTE D’IVOIRE CI-515 | | | 100.00 | % | | | | FRANCE | | IVORY COAST | | | TOTAL E&P COTE D’IVOIRE CI-516 | | | 100.00 | % | | | | FRANCE | | IVORY COAST | | | TOTAL E&P CYPRUS B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | CYPRUS | | | TOTAL E&P DEEP OFFSHORE BORNEO B.V. | | | 100.00 | % | | | | NETHERLANDS | | BRUNEI | | | TOTAL E&P DENMARK B.V. | | | 100.00 | % | | | | NETHERLANDS | | DENMARK | | | TOTAL E&P DO BRASIL LTDA | | | 100.00 | % | | | | BRAZIL | | BRAZIL | | | TOTAL E&P DOLPHIN UPSTREAM LIMITED | | | 100.00 | % | | | | BERMUDA | | QATAR | | | TOTAL E&P EAST EL BURULLUS OFFSHORE B.V. | | | 100.00 | % | | | | NETHERLANDS | | EGYPT | | | TOTAL E&P EGYPT BLOCK 2 B.V. | | | 100.00 | % | | | | NETHERLANDS | | EGYPT | | | TOTAL E&P EGYPTE | | | 100.00 | % | | | | FRANCE | | EGYPT | | | TOTAL E&P FRANCE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL E&P GOLFE HOLDINGS LIMITEDLTD | | | 100.00 | % | | | | BERMUDA | | BERMUDA | | | TOTAL E&P GOLFE LIMITED | | | 100.00 | % | | | | UNITED ARAB EMIRATES | | QATAR | | | TOTAL E&P GUYANE FRANCAISE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL E&P HOLDING ICHTHYS | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL E&P HOLDINGS AUSTRALIA PTY | | | 100.00 | % | | | | AUSTRALIA | | AUSTRALIA | | | TOTAL E&P HOLDINGS RUSSIA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL E&P HYDROCARBONS YEMEN B.V. | | | 100.00 | % | | | | NETHERLANDS | | YEMEN | | | TOTAL E&P ICHTHYS | | | 100.00 | % | | | | FRANCE | | AUSTRALIA | | | TOTAL E&P ICHTHYS B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | AUSTRALIA | | | TOTAL E&P INDONESIA GMB KUTAI II | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P INDONESIA MENTAWAI B.V. | | | 100.00 | % | | | | NETHERLANDS | | INDONESIA | | | TOTAL E&P INDONESIA SOUTH MANDAR | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P INDONESIA TELEN B.V. | | | 100.00 | % | | | | NETHERLANDS | | INDONESIA |
| | | F-94 | | TOTAL S.A. Form 20-F 2014 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | TOTAL E&P INDONESIA WEST PAPUA | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P INDONESIE | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P IRAN | | | 100.00 | % | | | | FRANCE | | IRAN | | | TOTAL E&P IRAQ | | | 100.00 | % | | | | FRANCE | | IRAQ | | | TOTAL E&P ITALIA | | | 100.00 | % | | | | ITALY | | ITALY | | | TOTAL E&P KAZAKHSTAN | | | 100.00 | % | | | | FRANCE | | KAZAKHSTAN | | | TOTAL E&P KENYA B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | KENYA | | | TOTAL E&P KURDISTAN REGION OF IRAQ (HARIR) B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | IRAQ | | | TOTAL E&P KURDISTAN REGION OF IRAQ (SAFEN) B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | IRAQ | | | TOTAL E&P KURDISTAN REGION OF IRAQ (TAZA) B.V. | | | 100.00 | % | | | | NETHERLANDS | | IRAQ | | | TOTAL E&P KURDISTAN REGION OF IRAQ B.V. | | | 100.00 | % | | | | NETHERLANDS | | IRAQ | | | TOTAL E&P KUTAI TIMUR | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P LIBYE | | | 100.00 | % | | | | FRANCE | | STATE OF LIBYA | | | TOTAL E&P LUBLIN B.V. | | | 100.00 | % | | | | NETHERLANDS | | POLAND | | | TOTAL E&P MADAGASCAR | | | 100.00 | % | | | | FRANCE | | MADAGASCAR | | | TOTAL E&P MALAYSIA | | | 100.00 | % | | | | FRANCE | | MALAYSIA | | | TOTAL E&P MAROC | | | 100.00 | % | | | | FRANCE | | MOROCCO | | | TOTAL E&P MAURITANIA BLOCK C9 B.V. | | | 100.00 | % | | | | NETHERLANDS | | MAURITANIA | | | TOTAL E&P MAURITANIE | | | 100.00 | % | | | | FRANCE | | MAURITANIA | | | TOTAL E&P MAURITANIE BLOCK TA29 B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | MAURITANIA | | | TOTAL E&P MONTELIMAR | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL E&P MOZAMBIQUE B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | MOZAMBIQUE | | | TOTAL E&P MYANMAR | | | 100.00 | % | | | | FRANCE | | MYANMAR | | | TOTAL E&P NEDERLAND BVB.V. | | | 100.00 | % | | | | THE NETHERLANDS | | THE NETHERLANDS | | | TOTAL E&P NEW VENTURES INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL E&P NIGERIA DEEPWATER A LIMITED | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL E&P NIGERIA DEEPWATER B LIMITED | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL E&P NIGERIA DEEPWATER C LIMITED | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL E&P NIGERIA DEEPWATER D LIMITED | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL E&P NIGERIA DEEPWATER E LIMITED | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL E&P NIGERIA DEEPWATER F LIMITED | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL E&P NIGERIA DEEPWATER G LIMITED | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL E&P NIGERIA DEEPWATER H LIMITED | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL E&P NIGERIA LTD | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL E&P NORGE AS | | | 100.00 | % | | | | NORWAY | | NORWAY | | | TOTAL E&P NURMUNAI | | | 100.00 | % | | | | FRANCE | | KAZAKHSTAN | | | TOTAL E&P OMAN | | | 100.00 | % | | | | FRANCE | | OMAN | | | TOTAL E&P OMAN PETROLEUM B.V. | | | 100.00 | % | | | | NETHERLANDS | | OMAN | | | TOTAL E&P PHILIPPINES B.V. | | | 100.00 | % | | | | NETHERLANDS | | PHILIPPINES | | | TOTAL E&P PNG 1 B.V. | | | 100.00 | % | | | | NETHERLANDS | | PAPUA NEW GUINEA | | | TOTAL E&P PNG 2 B.V. | | | 100.00 | % | | | | NETHERLANDS | | PAPUA NEW GUINEA | | | TOTAL E&P PNG 3 B.V. | | | 100.00 | % | | | | NETHERLANDS | | PAPUA NEW GUINEA | | | TOTAL E&P PNG 4 B.V. | | | 100.00 | % | | | | NETHERLANDS | | PAPUA NEW GUINEA | | | TOTAL E&P PNG 5 B.V. | | | 100.00 | % | | | | NETHERLANDS | | PAPUA NEW GUINEA | | | TOTAL E&P PNG LIMITED | | | 100.00 | % | | | | PAPUA NEW GUINEA | | PAPUA NEW GUINEA | | | TOTAL E&P POLAND B.V. | | | 100.00 | % | | | | NETHERLANDS | | POLAND | | | TOTAL E&P QATAR | | | 100.00 | % | | | | FRANCE | | QATAR | | | TOTAL E&P RDC | | | 100.00 | % | | | | DEMOCRATIC REPUBLIC OF CONGO | | DEMOCRATIC REPUBLIC OF CONGO | | | TOTAL E&P RESEARCH & TECHNOLOGY USA LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL E&P RUSSIE | | | 100.00 | % | | | | FRANCE | | RUSSIARUSSIAN FEDERATION | | | TOTAL E&P SOUTH AFRICA BVSADANG | | | 100.00 | % | | | | THE FRANCE | | INDONESIA | | | TOTAL E&P SAGERI | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P SEBUKU | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P SHTOKMAN | | | 100.00 | % | | | | FRANCE | | RUSSIAN FEDERATION | | | TOTAL E&P SOUTH AFRICA B.V. | | | 100.00 | % | | | | NETHERLANDS | | SOUTH AFRICA | | | TOTAL E&P SOUTH EAST MAHAKAM | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P SOUTH SAGERI | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL E&P SOUTH SUDAN | | | 100.00 | % | | | | FRANCE | | REPUBLIC OF SOUTH SUDAN | | | TOTAL E&P SYRIE | | | 100.00 | % | | | | FRANCE | | SYRIASYRIAN ARAB REPUBLIC | | | TOTAL E&P THAILAND | | | 100.00 | % | | | | FRANCE | | THAILAND | | | TOTAL E&P UGANDA BV | | | 100.00 | % | | | | THE NETHERLANDS | | UGANDA | | | TOTAL E&P UK LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL E&P URUGUAYTAJIKISTAN B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | URUGUAY | | | TOTAL E&P USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL E&P VIETNAM | | | 100.00 | % | | | | FRANCE | | VIETNAM | | | TOTAL E&P YAMAL | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL E&P YEMEN | | | 100.00 | % | | | | FRANCE | | YEMEN | | | TOTAL ENERGIE GAZ | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL EXPLORATION M’BRIDGE BV | | | 100.00 | % | | | | THE NETHERLANDS | | ANGOLA | | | TOTAL EXPLORATION PRODUCTION NIGERIA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GABON | | | 58.28 | % | | | | GABON | | GABONTAJIKISTAN |
| | | 20132014 Form 20-F TOTAL S.A. | | F-95 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | TOTAL E&P THAILAND | | | 100.00 | % | | | | FRANCE | | THAILAND | | | TOTAL E&P UGANDA B.V. | | | 100.00 | % | | | | NETHERLANDS | | UGANDA | | | TOTAL E&P UK LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL E&P URUGUAY B.V. | | | 100.00 | % | | | | NETHERLANDS | | URUGUAY | | | TOTAL E&P URUGUAY ONSHORE B.V. | | | 100.00 | % | | | | NETHERLANDS | | URUGUAY | | | TOTAL E&P USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL E&P USA OIL SHALE, LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL E&P WELL RESPONSE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL E&P YAMAL | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL E&P YEMEN | | | 100.00 | % | | | | FRANCE | | YEMEN | | | TOTAL E&P YEMEN BLOCK 3 B.V. | | | 100.00 | % | | | | NETHERLANDS | | YEMEN | | | TOTAL ENERGIE GAZ | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL EXPLORATION M’BRIDGE | | | 100.00 | % | | | | NETHERLANDS | | ANGOLA | | | TOTAL EXPLORATION PRODUCTION NIGERIA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL FACILITIES MANAGEMENT B.V. | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | TOTAL GABON | | | 58.28 | % | | | | GABON | | GABON | | | TOTAL GAS & POWER ACTIFS INDUSTRIELS | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GAS & POWER ASIA PRIVATE LIMITED | | | 100.00 | % | | | | SINGAPORE | | SINGAPORE | | | TOTAL GAS & POWER BRAZIL | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GAS & POWER CHARTERING LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL GAS & POWER INDIA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GAS & POWER LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL GAS & POWER NORTH AMERICA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL GAS & POWER SERVICES LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL GAS & POWER THAILAND | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GAS CONTRACTS LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL GAS PIPELINE USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL GAS SHALE EUROPE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GAS TRANSPORT VENTURES | | | 100.00 | % | | | | FRANCE | | AZERBAIJAN | | | TOTAL GAS Y ELECTRICIDAD ARGENTINA S.A. | | | 100.00 | % | | | | ARGENTINA | | ARGENTINA | | | TOTAL GASANDES | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GASS HANDEL NORGE AS | | | 100.00 | % | | | | NORWAY | | NORWAY | | | TOTAL GASTRANSPORT NEDERLAND B.V. | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | TOTAL GAZ & ELECTRICITE HOLDINGS FRANCE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GLNG AUSTRALIA | | | 100.00 | % | | | | FRANCE | | AUSTRALIA | | | TOTAL HOLDING DOLPHIN AMONT LIMITED | | | 100.00 | % | | | | BERMUDA | | BERMUDA | | | TOTAL HOLDINGS INTERNATIONAL B.V. | | | 100.00 | % | | | | THE NETHERLANDS | | THE NETHERLANDS | | | TOTAL HOLDINGS NEDERLAND BVB.V. | | | 100.00 | % | | | | THE NETHERLANDS | | THE NETHERLANDS | | | TOTAL LNG ANGOLA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL LNG NIGERIA LTDLIMITED | | | 100.00 | % | | | | BERMUDAFRANCE | | BERMUDAFRANCE | | | TOTAL LNG SUPPLY SERVICES USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL MIDSTREAM HOLDINGS UK LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL NNS LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED KINGDOM | | | TOTAL OIL AND GAS SOUTH AMERICA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL OIL AND GAS VENEZUELA BVB.V. | | | 100.00 | % | | | | THE NETHERLANDS | | VENEZUELA | | | TOTAL PARS LNG | | | 100.00 | % | | | | FRANCE | | IRAN | | | TOTAL PARTICIPATIONS PETROLIERES GABON | | | 100.00 | % | | | | GABON | | GABON | | | TOTAL PETROLEUM ANGOLA | | | 100.00 | % | | | | FRANCE | | ANGOLA | | | TOTAL PROFILS PETROLIERS | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL QATAR OIL AND GAS | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL SHTOKMAN BVSCP S.A.R.L. | | | 100.00 | % | | | | THE LUXEMBOURG | | LUXEMBOURG | | | TOTAL SHTOKMAN B.V. | | | 100.00 | % | | | | NETHERLANDS | | THE NETHERLANDS | | | TOTAL SOUTH PARS | | | 100.00 | % | | | | FRANCE | | IRAN | | | TOTAL TENGAH | | | 100.00 | % | | | | FRANCE | | INDONESIA | | | TOTAL TERMOKARSTOVOYE B.V. | | | 100.00 | % | | | | NETHERLANDS | | RUSSIAN FEDERATION | | | TOTAL TRACTEBEL EMIRATES O & M COMPANY | | | 50.00 | % | | E | | FRANCE | | UNITED ARAB EMIRATES | | | TOTAL TRACTEBEL EMIRATES POWER COMPANY | | | 50.00 | % | | E | | FRANCE | | UNITED ARAB EMIRATES | | | TOTAL UPSTREAM NIGERIA LIMITED | | | 100.00 | % | | | | NIGERIA | | NIGERIA | | | TOTAL UPSTREAM UK LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL VENEZUELA | | | 100.00 | % | | | | FRANCE | | FRANCEVENEZUELA | | | TOTAL YEMEN LNG COMPANY LIMITED | | | 100.00 | % | | | | BERMUDA | | BERMUDA | | | YAMAL LNG | | | 33.59 | % | | E | | RUSSIA | | RUSSIA | | | YEMEN LNG COMPANY LTD | | | 39.62 | % | | E | | BERMUDA | | YEMEN | REFINING & CHEMICALS
| | ATLANTIC TRADING & MARKETING INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | ATOTECH (CHINA) CHEMICALS LTD. | | | 100.00 | % | | | | CHINA | | CHINA | | | ATOTECH BV | | | 100.00 | % | | | | THE NETHERLANDS | | THE NETHERLANDS | | | ATOTECH DEUTSCHLAND GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | ATOTECH TAIWAN | | | 100.00 | % | | | | TAIWAN | | TAIWAN | | | BASF TOTAL PETROCHEMICALS LLC | | | 40.00 | % | | | | UNITED STATES | | UNITED STATES | | | BOSTIK HOLDING SA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | BOSTIK INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | BOSTIK LTD | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | BOSTIK SA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | COSDEN, LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | COS-MAR COMPANY | | | 50.00 | % | | | | UNITED STATES | | UNITED STATES | | | CRAY VALLEY USA, LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | CSSA - CHARTERING AND SHIPPING SERVICES SA | | | 100.00 | % | | | | SWITZERLAND | | SWITZERLAND | | | DALIAN WEST PACIFIC PETROCHEMICAL CO LTD (WEPEC) | | | 22.41 | % | | E | | CHINA | | CHINA | | | GRANDE PAROISSE SA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | HUTCHINSON ARGENTINA SA | | | 100.00 | % | | | | ARGENTINA | | ARGENTINA | | | HUTCHINSON AUTOPARTES DE MEXICO SA.DE CV | | | 100.00 | % | | | | MEXICO | | MEXICO | | | HUTCHINSON CORPORATION | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | HUTCHINSON DO BRASIL SA | | | 100.00 | % | | | | BRAZIL | | BRAZIL | | | HUTCHINSON GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | HUTCHINSON POLAND SP ZO.O. | | | 100.00 | % | | | | POLAND | | POLAND | | | HUTCHINSON SA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | LEGACY SITE SERVICES LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | LSS FUNDING INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | NAPHTACHIMIE | | | 50.00 | % | | | | FRANCE | | FRANCE | | | PAULSTRA SNC | | | 100.00 | % | | | | FRANCE | | FRANCE | | | QATAR PETROCHEMICAL COMPANY Q.S.C. (QAPCO) | | | 20.00 | % | | E | | QATAR | | QATAR | | | QATOFIN COMPANY LIMITED | | | 49.09 | % | | E | | QATAR | | QATAR | | | SAMSUNG TOTAL PETROCHEMICALS CO. LTD | | | 50.00 | % | | E | | SOUTH KOREA | | SOUTH KOREA | | | SAUDI ARAMCO TOTAL REFINING AND PETROCHEMICAL COMPANY | | | 37.50 | % | | E | | SAUDI ARABIA | | SAUDI ARABIA | | | SIGMAKALON GROUP BV | | | 100.00 | % | | | | THE NETHERLANDS | | THE NETHERLANDS | | | TOTAL DEUTSCHLAND GMBH * | | | 100.00 | % | | | | GERMANY | | GERMANY | | | TOTAL DOWNSTREAM UK PLC | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL LINDSEY OIL REFINERY LTD | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL OLEFINS ANTWERP | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL PETROCHEMICALS & REFINING USA INC * | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL PETROCHEMICALS & REFINING SA/NV * | | | 100.00 | % | | | | BELGIUMBERMUDA | | BELGIUMBERMUDA |
| | | F-96 | | TOTAL S.A. Form 20-F 20132014 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | TRANSPORTADORA DE GAS DEL MERCOSUR SA | | | 32.68 | % | | E | | ARGENTINA | | ARGENTINA | | | TUMELO COAL MINES PROPRIETARY LIMITED | | | 49.00 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | UNITAH COLORADO RESOURCES II, LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | YAMAL LNG | | | 30.95 | % | | E | | RUSSIAN FEDERATION | | RUSSIAN FEDERATION | | | YEMEN LNG COMPANY LTD | | | 39.62 | % | | E | | BERMUDA | | YEMEN | | | YPERGAS SA | | | 100.00 | % | | | | VENEZUELA | | VENEZUELA | Refining & Chemicals | | APPRYL SNC | | | 50.00 | % | | | | FRANCE | | FRANCE | | | ARCHITECTURAL & STRUCTURAL ADHESIVES PTY LTD | | | 100.00 | % | | | | AUSTRALIA | | AUSTRALIA | | | ATLANTIC TRADING AND MARKETING INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | ATO FINDLEY DEUTSCHLAND GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | ATOTECH (CHINA) CHEMICALS LTD. | | | 100.00 | % | | | | CHINA | | CHINA | | | ATOTECH ASIA PACIFIC | | | 100.00 | % | | | | HONG KONG | | HONG KONG | | | ATOTECH B.V. | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | ATOTECH CANADA LTD | | | 100.00 | % | | | | CANADA | | CANADA | | | ATOTECH CZ | | | 100.00 | % | | | | CZECH REPUBLIC | | CZECH REPUBLIC | | | ATOTECH DE MEXICO | | | 100.00 | % | | | | MEXICO | | MEXICO | | | ATOTECH DEUTSCHLAND GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | ATOTECH DO BRASIL GALVANOTECNICA | | | 100.00 | % | | | | BRAZIL | | BRAZIL | | | ATOTECH ESPANA S.A. | | | 100.00 | % | | | | SPAIN | | SPAIN | | | ATOTECH FRANCE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | ATOTECH INDIA LTD | | | 100.00 | % | | | | INDIA | | INDIA | | | ATOTECH ISTANBUL KIMYA SANAYI TICARET LIMITED SIRKETI | | | 100.00 | % | | | | TURKEY | | TURKEY | | | ATOTECH ITALIA | | | 100.00 | % | | | | ITALY | | ITALY | | | ATOTECH JAPAN | | | 100.00 | % | | | | JAPAN | | JAPAN | | | ATOTECH KOREA LTD. | | | 100.00 | % | | | | REPUBLIC OF KOREA | | REPUBLIC OF KOREA | | | ATOTECH MALAYSIA SDN BHD | | | 100.00 | % | | | | MALAYSIA | | MALAYSIA | | | ATOTECH NEDERLAND B.V. | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | ATOTECH ÖSTERREICH GMBH | | | 100.00 | % | | | | AUSTRIA | | AUSTRIA | | | ATOTECH POLAND | | | 100.00 | % | | | | POLAND | | POLAND | | | ATOTECH SEA PTE | | | 100.00 | % | | | | SINGAPORE | | SINGAPORE | | | ATOTECH SERVICIOS DE MEXICO SA DE CV | | | 100.00 | % | | | | MEXICO | | MEXICO | | | ATOTECH SK | | | 100.00 | % | | | | SLOVAKIA | | SLOVAKIA | | | ATOTECH SKANDINAVIEN | | | 100.00 | % | | | | SWEDEN | | SWEDEN | | | ATOTECH SLOVENIJA, PROIZVODNJA KEMICNIH IZDELKOV, D.D. | | | 100.00 | % | | | | SLOVENIA | | SLOVENIA | | | ATOTECH TAIWAN | | | 100.00 | % | | | | TAIWAN | | TAIWAN | | | ATOTECH THAILAND | | | 100.00 | % | | | | THAILAND | | THAILAND | | | ATOTECH UK | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | ATOTECH USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | ATOTECH VIETNAM COMPANY LIMITED | | | 100.00 | % | | | | VIETNAM | | VIETNAM | | | BALZATEX S.A.S. | | | 100.00 | % | | | | FRANCE | | FRANCE | | | BARRY CONTROL AEROSPACE SNC | | | 100.00 | % | | | | FRANCE | | FRANCE | | | BASF TOTAL PETROCHEMICALS LLC | | | 40.00 | % | | | | UNITED STATES | | UNITED STATES | | | BAY JUNCTION, INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | BORRACHAS PORTALEGRE LTDA | | | 100.00 | % | | | | PORTUGAL | | PORTUGAL | | | BOSTIK (SHANGHAI) MANAGEMENT CO. LTD | | | 100.00 | % | | | | CHINA | | CHINA | | | BOSTIK (THAILAND) CO. LTD | | | 100.00 | % | | | | THAILAND | | THAILAND | | | BOSTIK A/S | | | 100.00 | % | | | | DENMARK | | DENMARK | | | BOSTIK AB | | | 100.00 | % | | | | SWEDEN | | SWEDEN | | | BOSTIK ARGENTINA S.A. | | | 100.00 | % | | | | ARGENTINA | | ARGENTINA | | | BOSTIK AS | | | 100.00 | % | | | | NORWAY | | NORWAY | | | BOSTIK AS | | | 100.00 | % | | | | ESTONIA | | ESTONIA | | | BOSTIK AUSTRALIA PTY LTD | | | 100.00 | % | | | | AUSTRALIA | | AUSTRALIA | | | BOSTIK BELUX NV S.A. | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | BOSTIK B.V. | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | BOSTIK CANADA LTD | | | 100.00 | % | | | | CANADA | | CANADA | | | BOSTIK EGYPT FOR PRODUCTION OF ADHESIVES S.A.E. | | | 100.00 | % | | | | EGYPT | | EGYPT | | | BOSTIK FINDLEY CHINA CO, LTD | | | 100.00 | % | | | | CHINA | | CHINA | | | BOSTIK FINDLEY HONG KONG COMPANY LIMITED | | | 100.00 | % | | | | HONG KONG | | HONG KONG | | | BOSTIK FINDLEY MALAYSIA SDN-BHD | | | 100.00 | % | | | | MALAYSIA | | MALAYSIA | | | BOSTIK GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | BOSTIK HOLDING BV | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | BOSTIK HOLDING HONG KONG LTD | | | 100.00 | % | | | | HONG KONG | | HONG KONG | | | BOSTIK HOLDING S.A. | | | 100.00 | % | | | | FRANCE | | FRANCE | | | BOSTIK INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | BOSTIK INDIA PRIVATE LTD | | | 100.00 | % | | | | INDIA | | INDIA |
| | | 2014 Form 20-F TOTAL S.A. | | F-97 |
| | | | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | | Country of incorporation | | Country of operations | | | BOSTIK INDUSTRIES LIMITED | | | 100.00 | % | | | | | | IRELAND | | IRELAND | | | BOSTIK KOREA LIMITED | | | 100.00 | % | | | | | | REPUBLIC OF KOREA | | REPUBLIC OF KOREA | | | BOSTIK LIMITED | | | 100.00 | % | | | | | | UNITED KINGDOM | | UNITED KINGDOM | | | BOSTIK MEXICANA S.A. DE CV | | | 100.00 | % | | | | | | MEXICO | | MEXICO | | | BOSTIK NEDERLAND B.V. | | | 100.00 | % | | | | | | NETHERLANDS | | NETHERLANDS | | | BOSTIK NEW ZEALAND LTD | | | 100.00 | % | | | | | | NEW ZEALAND | | NEW ZEALAND | | | BOSTIK OBERURSEL GMBH | | | 100.00 | % | | | | | | GERMANY | | GERMANY | | | BOSTIK OOO | | | 100.00 | % | | | | | | RUSSIAN FEDERATION | | RUSSIAN FEDERATION | | | BOSTIK OY | | | 100.00 | % | | | | | | FINLAND | | FINLAND | | | BOSTIK PHILIPPINES, INC | | | 100.00 | % | | | | | | PHILIPPINES | | PHILIPPINES | | | BOSTIK POLSKA SP Z.O.O | | | 99.50 | % | | | | | | POLAND | | POLAND | | | BOSTIK S.A. | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | BOSTIK S.A. (SPAIN) | | | 100.00 | % | | | | | | SPAIN | | SPAIN | | | BOSTIK SIA | | | 100.00 | % | | | | | | LATVIA | | LATVIA | | | BOSTIK UAB (LITHUANIA) | | | 100.00 | % | | | | | | LITHUANIA | | LITHUANIA | | | BOSTIK UNIPESSOAL LDA | | | 100.00 | % | | | | | | PORTUGAL | | PORTUGAL | | | BOSTIK VIETNAM COMPANY LIMITED | | | 100.00 | % | | | | | | VIETNAM | | VIETNAM | | | BOSTIK-NITTA CO. LTD | | | 66.00 | % | | | | | | JAPAN | | JAPAN | | | BUCKEYE PRODUCTS PIPELINE, L.P. | | | 14.66 | % | | | E | | | UNITED STATES | | UNITED STATES | | | CAOUTCHOUCS MODERNES SAS | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | CATELSA-CACERES SAU | | | 100.00 | % | | | | | | SPAIN | | SPAIN | | | CATELSA-PARETS SLU | | | 100.00 | % | | | | | | SPAIN | | SPAIN | | | CEKOMASTIK KIMYA SANAYI VE TICARET A.S | | | 100.00 | % | | | | | | TURKEY | | TURKEY | | | CIE TUNISIENNE DU CAOUTCHOUC SARL | | | 100.00 | % | | | | | | TUNISIA | | TUNISIA | | | COSDEN, LLC | | | 100.00 | % | | | | | | UNITED STATES | | UNITED STATES | | | COS-MAR COMPANY | | | 50.00 | % | | | | | | UNITED STATES | | UNITED STATES | | | CRAY VALLEY (GUANGZHOU) CHEMICAL CO., LTD | | | 100.00 | % | | | | | | CHINA | | CHINA | | | CRAY VALLEY CZECH | | | 100.00 | % | | | | | | CZECH REPUBLIC | | CZECH REPUBLIC | | | CRAY VALLEY HSC ASIA LIMITED | | | 100.00 | % | | | | | | CHINA | | CHINA | | | CRAY VALLEY ITALIA S.R.L. | | | 100.00 | % | | | | | | ITALY | | ITALY | | | CRAY VALLEY S.A. | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | CSSA—CHARTERING AND SHIPPING SERVICES S.A. | | | 100.00 | % | | | | | | SWITZERLAND | | SWITZERLAND | | | DALIAN TOTAL CONSULTING CO LTD | | | 100.00 | % | | | | | | CHINA | | CHINA | | | DALIAN WEST PACIFIC PETROCHEMICAL CO LTD (WEPEC) | | | 22.41 | % | | | E | | | CHINA | | CHINA | | | ESPA SARL | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | ETHYLENE EST | | | 99.98 | % | | | | | | FRANCE | | FRANCE | | | FELUY IMMOBATI | | | 100.00 | % | | | | | | BELGIUM | | BELGIUM | | | FINA TECHNOLOGY, INC. | | | 100.00 | % | | | | | | UNITED STATES | | UNITED STATES | | | FPL ENTERPRISES, INC. | | | 100.00 | % | | | | | | UNITED STATES | | UNITED STATES | | | GASKET (SUZHOU) VALVE COMPONENTS CO., LTD. | | | 100.00 | % | | | | | | CHINA | | CHINA | | | GASKET INTERNATIONAL S.P.A. | | | 100.00 | % | | | | | | ITALY | | ITALY | | | GEOSEL MANOSQUE | | | 53.40 | % | | | E | | | FRANCE | | FRANCE | | | GRACE DEVELOPMENT LIMITED | | | 100.00 | % | | | | | | HONG KONG | | HONG KONG | | | GRANDE PAROISSE S.A. | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | GUANGZHOU SPHERE CHEMICALS LTD | | | 100.00 | % | | | | | | CHINA | | CHINA | | | GULF COAST PIPE LINE, L.P. | | | 14.66 | % | | | E | | | UNITED STATES | | UNITED STATES | | | HBA HUTCHINSON BRASIL AUTOMOTIVE LTDA | | | 100.00 | % | | | | | | BRAZIL | | BRAZIL | | | HUTCHINSON POLYMERS SNC | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | HUTCHINSON SRO | | | 100.00 | % | | | | | | CZECH REPUBLIC | | CZECH REPUBLIC | | | HUTCHINSON (UK) LIMITED | | | 100.00 | % | | | | | | UNITED KINGDOM | | UNITED KINGDOM | | | HUTCHINSON (WUHAN) AUTOMOTIVE RUBBER PRODUCTS COMPANY LTD | | | 100.00 | % | | | | | | CHINA | | CHINA | | | HUTCHINSON AERONAUTIQUE & INDUSTRIE LIMITED | | | 100.00 | % | | | | | | CANADA | | CANADA | | | HUTCHINSON AEROSERVICES GMBH | | | 100.00 | % | | | | | | GERMANY | | GERMANY | | | HUTCHINSON AEROSERVICES S.A.S. | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | HUTCHINSON AEROSERVICES SL | | | 100.00 | % | | | | | | SPAIN | | SPAIN | | | HUTCHINSON AEROSPACE & INDUSTRY, INC. | | | 100.00 | % | | | | | | UNITED STATES | | UNITED STATES | | | HUTCHINSON AEROSPACE GMBH | | | 100.00 | % | | | | | | GERMANY | | GERMANY | | | HUTCHINSON AFTERMARKET USA INC | | | 100.00 | % | | | | | | UNITED STATES | | UNITED STATES | | | HUTCHINSON ANTIVIBRATION SYSTEMS, INC. | | | 100.00 | % | | | | | | UNITED STATES | | UNITED STATES | | | HUTCHINSON ARGENTINA S.A. | | | 100.00 | % | | | | | | ARGENTINA | | ARGENTINA | | | HUTCHINSON AUTOPARTES DE MEXICO S.A. DE CV | | | 100.00 | % | | | | | | MEXICO | | MEXICO | | | HUTCHINSON BORRACHAS DE PORTUGAL LTDA | | | 100.00 | % | | | | | | PORTUGAL | | PORTUGAL | | | HUTCHINSON CORPORATION | | | 100.00 | % | | | | | | UNITED STATES | | UNITED STATES |
| | | F-98 | | TOTAL S.A. Form 20-F 2014 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | HUTCHINSON DO BRASIL S.A. | | | 100.00 | % | | | | BRAZIL | | BRAZIL | | | HUTCHINSON FLEXIBLES AUTOMOBILE SNC | | | 100.00 | % | | | | FRANCE | | FRANCE | | | HUTCHINSON FTS INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | HUTCHINSON GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | HUTCHINSON HOLDINGS UK LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | HUTCHINSON IBERIA, S.A. | | | 100.00 | % | | | | SPAIN | | SPAIN | | | HUTCHINSON INDUSTRIAL RUBBER PRODUCTS (SUZHOU) CO,LTD | | | 100.00 | % | | | | CHINA | | CHINA | | | HUTCHINSON INDUSTRIAS DEL CAUCHO SAU | | | 100.00 | % | | | | SPAIN | | SPAIN | | | HUTCHINSON INDUSTRIES INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | HUTCHINSON JAPAN CO., LTD | | | 100.00 | % | | | | JAPAN | | JAPAN | | | HUTCHINSON KOREA LIMITED | | | 100.00 | % | | | | REPUBLIC OF KOREA | | REPUBLIC OF KOREA | | | HUTCHINSON NICHIRIN BRAKE HOSES, S.L. | | | 70.00 | % | | | | SPAIN | | SPAIN | | | HUTCHINSON PALAMOS | | | 100.00 | % | | | | SPAIN | | SPAIN | | | HUTCHINSON POLAND SP ZO.O. | | | 100.00 | % | | | | POLAND | | POLAND | | | HUTCHINSON PORTO TUBOS FLEXIVEIS LTDA | | | 100.00 | % | | | | PORTUGAL | | PORTUGAL | | | HUTCHINSON S.A. | | | 100.00 | % | | | | FRANCE | | FRANCE | | | HUTCHINSON SALES CORPORATION | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | HUTCHINSON SANTE SNC | | | 100.00 | % | | | | FRANCE | | FRANCE | | | HUTCHINSON SEAL DE MEXICO S.A. DE CV | | | 100.00 | % | | | | MEXICO | | MEXICO | | | HUTCHINSON SEALING SYSTEMS INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | HUTCHINSON SNC | | | 100.00 | % | | | | FRANCE | | FRANCE | | | HUTCHINSON SRL (ITALIE) | | | 100.00 | % | | | | ITALY | | ITALY | | | HUTCHINSON SRL (ROUMANIE) | | | 100.00 | % | | | | ROMANIA | | ROMANIA | | | HUTCHINSON STOP-CHOC GMBH & CO. KG | | | 100.00 | % | | | | GERMANY | | GERMANY | | | HUTCHINSON SUISSE S.A. | | | 100.00 | % | | | | SWITZERLAND | | SWITZERLAND | | | HUTCHINSON TRANSFERENCIA DE FLUIDOS S.A. DE CV | | | 100.00 | % | | | | MEXICO | | MEXICO | | | HUTCHINSON TUNISIE SARL | | | 100.00 | % | | | | TUNISIA | | TUNISIA | | | INDUSTRIAS TECNICAS DE LA ESPUMA SL | | | 100.00 | % | | | | SPAIN | | SPAIN | | | INDUSTRIELLE DESMARQUOY SNC | | | 100.00 | % | | | | FRANCE | | FRANCE | | | JEHIER S.A.S. | | | 99.89 | % | | | | FRANCE | | FRANCE | | | JIANGSU BOSTIK ADHESIVE CO | | | 100.00 | % | | | | CHINA | | CHINA | | | JPR S.A.S. | | | 100.00 | % | | | | FRANCE | | FRANCE | | | KEUMAH FLOW CO LTD | | | 100.00 | % | | | | REPUBLIC OF KOREA | | REPUBLIC OF KOREA | | | KEUMHAN CO LTD | | | 100.00 | % | | | | REPUBLIC OF KOREA | | REPUBLIC OF KOREA | | | KEUMHAN VIETNAM CO., LIMITED | | | 100.00 | % | | | | VIETNAM | | VIETNAM | | | KTN KUNSTSTOFFTECHNIK NOBITZ GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | LA PORTE PIPELINE COMPANY, L.P. | | | 50.00 | % | | E | | UNITED STATES | | UNITED STATES | | | LA PORTE PIPELINE GP, L.L.C. | | | 50.00 | % | | E | | UNITED STATES | | UNITED STATES | | | LAFFAN REFINERY COMPANY LIMITED | | | 10.00 | % | | E | | QATAR | | QATAR | | | LE JOINT FRANCAIS SNC | | | 100.00 | % | | | | FRANCE | | FRANCE | | | LEGACY SITE SERVICES LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | LES STRATIFIES S.A.S. | | | 100.00 | % | | | | FRANCE | | FRANCE | | | LJF(UK) LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | LONE WOLF LAND CO. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | LSS FUNDING INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | MACHEN LAND LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | MAPA SPONTEX INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | MEM BAUCHEMIE GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | MYDRIN SRL | | | 100.00 | % | | | | ITALY | | ITALY | | | NAPHTACHIMIE | | | 50.00 | % | | | | FRANCE | | FRANCE | | | OLUTEX OBERLAUSITZER LUFTFAHRTTEXTILIEN GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | PAMARGAN (MALTA) PRODUCTS LIMITED | | | 100.00 | % | | | | MALTA | | MALTA | | | PAMARGAN PRODUCTS LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | PAULSTRA SILENTBLOC S.A. | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | PAULSTRA SNC | | | 100.00 | % | | | | FRANCE | | FRANCE | | | PT BOSTIK INDONESIA | | | 100.00 | % | | | | INDONESIA | | INDONESIA | | | QATAR PETROCHEMICAL COMPANY Q.S.C. (QAPCO) | | | 20.00 | % | | E | | QATAR | | QATAR | | | QATOFIN COMPANY LIMITED | | | 49.09 | % | | E | | QATAR | | QATAR | | | RESILIUM | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | RETIA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | RETIA USA LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | SAMSUNG TOTAL PETROCHEMICALS CO. LTD | | | 50.00 | % | | E | | REPUBLIC OF KOREA | | REPUBLIC OF KOREA | | | SAN JACINTO RAIL LIMITED | | | 17.00 | % | | E | | UNITED STATES | | UNITED STATES |
| | | 2014 Form 20-F TOTAL S.A. | | F-99 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | SAUDI ARAMCO TOTAL REFINING AND PETROCHEMICAL COMPANY | | | 37.50 | % | | E | | SAUDI ARABIA | | SAUDI ARABIA | | | SIGMAKALON GROUP B.V. | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | SOCAP INTERNATIONAL LTD | | | 100.00 | % | | | | BERMUDA | | BERMUDA | | | SOCIETE MAROCAINE DES COLLES | | | 97.01 | % | | | | MOROCCO | | MOROCCO | | | SOVEREIGN CHEMICALS LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | STARQUARTZ INDUSTRIES, INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | STILLMAN SEAL CORPORATION | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | STOP-CHOC (UK) LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TECHLAM SAS | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TEKBAU YAPI MALZEMELERI MADENCILIK SANAYI AS | | | 100.00 | % | | | | TURKEY | | TURKEY | | | TOTAL ACTIVITES MARITIMES | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL AUSTRALIA LIMITED | | | 100.00 | % | | | | AUSTRALIA | | AUSTRALIA | | | TOTAL DEUTSCHLAND GMBH* | | | 100.00 | % | | | | GERMANY | | GERMANY | | | TOTAL DOWNSTREAM UK PLC | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL EUROPEAN TRADING | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL INTERNATIONAL LIMITED—TOTINTER | | | 100.00 | % | | | | BERMUDA | | BERMUDA | | | TOTAL LAFFAN REFINERY | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL LAFFAN REFINERY II B.V. | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | TOTAL LINDSEY OIL REFINERY LTD | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL OIL & GAS AUSTRALIA PTY LTD | | | 100.00 | % | | | | AUSTRALIA | | AUSTRALIA | | | TOTAL OLEFINS ANTWERP | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL OPSLAG EN PIJPLEIDING NEDERLAND NV | | | 55.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | TOTAL PAR LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL PETROCHEMICALS & REFINING USA INC* | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL PETROCHEMICALS & REFINING SA/NV* | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL PETROCHEMICALS (CHINA) TRADING CO LTD | | | 100.00 | % | | | | CHINA | | CHINA | | | TOTAL PETROCHEMICALS (FOSHAN) LTD | | | 100.00 | % | | | | CHINA | | CHINA | | | TOTAL PETROCHEMICALS (HONG KONG) LTD | | | 100.00 | % | | | | HONG KONG | | HONG KONG | | | TOTAL PETROCHEMICALS (NINGBO) LTD | | | 100.00 | % | | | | CHINA | | CHINA | | | TOTAL PETROCHEMICALS DEVELOPMENT FELUY | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL PETROCHEMICALS ECAUSSINNES | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL PETROCHEMICALS FELUY | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL PETROCHEMICALS FRANCE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL PETROCHEMICALS IBERICA | | | 100.00 | % | | | | SPAIN | | SPAIN | | | TOTAL PETROCHEMICALS PIPELINE USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL PETROCHEMICALS UK LTD | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL POLYMERS ANTWERP | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL RAFFINADERIJ ANTWERPEN NV | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL RAFFINAGE CHIMIE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL RAFFINAGE FRANCE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL RAFFINERIE MITTELDEUTSCHLAND GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | TOTAL UK LIMITED * | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTSA TOTAL OIL TRADING SA | | | 100.00 | % | | | | SWITZERLAND | | SWITZERLAND | | | ZEELAND REFINERY N.V. | | | 55.00 | % | | | | THE NETHERLANDS | | THE NETHERLANDS | MARKETINGREFINING & SERVICES
| | AIR TOTAL INTERNATIONAL SA | | | 100.00 | % | | | | SWITZERLAND | | SWITZERLAND | | | AMYRIS INC. | | | 17.88 | % | | E | | UNITED STATES | | UNITED STATES | | | AS 24CHEMICALS SAUDI ARABIA S.A.S. | | | 100.00 | % | | | | FRANCE | | FRANCE | | | COMPAGNIE PETROLIERE DE L’OUEST- CPO | | | 100.00 | % | | | | FRANCE | | FRANCE | | | SOCIETE ANONYME DE LA RAFFINERIE DES ANTILLES | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SUNPOWER CORPORATION | | | 64.65 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL BELGIUMRESEARCH & TECHNOLOGY FELUY | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL CHINA INVESTMENTSPLITTER USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL TRADING AND MARKETING CANADA LP | | | 100.00 | % | | | | CANADA | | CANADA | | | TOTAL TRADING ASIA PTE LTD | | | 100.00 | % | | | | SINGAPORE | | SINGAPORE | | | TOTAL TRADING CANADA LIMITED | | | 100.00 | % | | | | CANADA | | CANADA | | | TOTAL TRADING PRODUCTS S.A. | | | 100.00 | % | | | | SWITZERLAND | | SWITZERLAND | | | TOTSA TOTAL OIL TRADING S.A. | | | 100.00 | % | | | | SWITZERLAND | | SWITZERLAND | | | TRANSALPES SNC | | | 67.00 | % | | | | FRANCE | | FRANCE | | | TRANS-ETHYLENE | | | 99.98 | % | | | | FRANCE | | FRANCE | | | UAB ATOTECH-CHEMETA | | | 100.00 | % | | | | LITHUANIA | | LITHUANIA | | | USINA FORTALEZA INDUSTRIA E COMERCIO DE MASSA FINA LTDA | | | 100.00 | % | | | | BRAZIL | | BRAZIL | | | VIBRACHOC SAU | | | 100.00 | % | | | | SPAIN | | SPAIN | | | ZEELAND REFINERY N.V. | | | 55.00 | % | | | | NETHERLANDS | | NETHERLANDS | Marketing & Services | | AETOLIA ENERGY SITE ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TIEL AETOLIA ENERGEIAKI ETAIREIA) | | | 41.84 | % | | | | GREECE | | GREECE | | | AETOLIA ENERGY SITE MALTA LIMITED | | | 59.77 | % | | | | MALTA | | MALTA |
| | | F-100 | | TOTAL S.A. Form 20-F 2014 |
| | | | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | | Country of incorporation | | Country of operations | | | AIR TOTAL (SUISSE) S.A. | | | 100.00 | % | | | | | | SWITZERLAND | | SWITZERLAND | | | AIR TOTAL INTERNATIONAL S.A. | | | 100.00 | % | | | | | | SWITZERLAND | | SWITZERLAND | | | ALEXSUN 1 MALTA LIMITED | | | 59.77 | % | | | | | | MALTA | | MALTA | | | ALEXSUN2 MALTA LIMITED | | | 59.77 | % | | | | | | MALTA | | MALTA | | | ALMYROS ENERGY SOLUTION ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TITLE ALMYROS ENERGEIAKI A.E.) | | | 41.84 | % | | | | | | GREECE | | GREECE | | | ALMYROS ENERGY SOLUTION MALTA LIMITED | | | 59.77 | % | | | | | | MALTA | | MALTA | | | ALVEA | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | AMYRIS INC. | | | 17.23 | % | | | E | | | UNITED STATES | | UNITED STATES | | | ANTILLES GAZ | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | ARDECHES SOLAIRE—DRAGA 1 | | | 59.77 | % | | | | | | FRANCE | | FRANCE | | | ARISTEA | | | 51.00 | % | | | E | | | BELGIUM | | BELGIUM | | | ARTECO | | | 49.99 | % | | | E | | | BELGIUM | | BELGIUM | | | AS 24 | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | AS 24 BELGIE NV | | | 100.00 | % | | | | | | BELGIUM | | BELGIUM | | | AS 24 ESPANOLA SA | | | 100.00 | % | | | | | | SPAIN | | SPAIN | | | AS 24 FUEL CARD LIMITED | | | 100.00 | % | | | | | | UNITED KINGDOM | | UNITED KINGDOM | | | AS 24 POLSKA SP ZOO | | | 100.00 | % | | | | | | POLAND | | POLAND | | | AS 24 TANKSERVICE GMBH | | | 100.00 | % | | | | | | GERMANY | | GERMANY | | | AUO SUNPOWER SDN. BHD. | | | 29.88 | % | | | E | | | MALAYSIA | | MALAYSIA | | | BADENHORST PV 2 EQUITY CO LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | BADENHORST PV 2 HOLD CO LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | BEIT HAGEDI RENEWABLE ENERGIES LTD | | | 59.77 | % | | | | | | ISRAEL | | ISRAEL | | | BERTOPHASE (PTY) LTD | | | 59.77 | % | | | | | | SOUTH AFRICA | | SOUTH AFRICA | | | BNB BLOOMFIELD SOLAR LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | CALDEO | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | CHARENTE MARITIME SOLAIRE—ST LEGER 1 | | | 59.77 | % | | | | | | FRANCE | | FRANCE | | | CHARVET LA MURE BIANCO | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | CLEAN ACQUISITION CO., LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | COMPAGNIE PETROLIERE DE L’OUEST- CPO | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | CORONA SANDS, LLC | | | 29.88 | % | | | | | | UNITED STATES | | UNITED STATES | | | CPE ENERGIES | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | CRISTAL MARKETING EGYPT | | | 80.78 | % | | | | | | EGYPT | | EGYPT | | | DCA-MORY-SHIPP | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | DEAAR PV EQUITY CO LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | DEAAR PV HOLD CO LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | DIAMOND ENERGY PTY LTD | | | 14.94 | % | | | E | | | AUSTRALIA | | AUSTRALIA | | | DRAGONFLY SYSTEMS, INC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | EAU CHAUDE REUNION (ECR) | | | 50.00 | % | | | E | | | FRANCE | | FRANCE | | | EGEDIS | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | ELF LUBRICANTS (GUANGZHOU) CO LTD | | | 58.00 | % | | | | | | CHINA | | CHINA | | | ELF OIL UK AVIATION LTD | | | 100.00 | % | | | | | | UNITED KINGDOM | | UNITED KINGDOM | | | ELF OIL UK PROPERTIES LTD | | | 100.00 | % | | | | | | UNITED KINGDOM | | UNITED KINGDOM | | | FILIPINAS THIRD MILLENIUM REALTY | | | 64.00 | % | | | | | | PHILIPPINES | | PHILIPPINES | | | FIRST PHILEC SOLAR CORPORATION | | | 8.97 | % | | | E | | | PHILIPPINES | | PHILIPPINES | | | FIWADO B.V. | | | 100.00 | % | | | | | | NETHERLANDS | | NETHERLANDS | | | GILAT RENEWABLE ENERGIES LTD | | | 59.77 | % | | | | | | ISRAEL | | ISRAEL | | | GREENBOTICS, INC. | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | HEMATHIA SUCCESSFUL ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TITLE HEMATHIA SUCCESSFUL A.E.) | | | 41.84 | % | | | | | | GREECE | | GREECE | | | HEMETHIA SUCCESSFUL LIMITED | | | 59.77 | % | | | | | | MALTA | | MALTA | | | HIGH PLAINS RANCH I, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | HUAXIA CPV (INNER MONGOLIA) POWER CO., LTD | | | 14.94 | % | | | E | | | CHINA | | CHINA | | | IMMO ENERGIE | | | 59.77 | % | | | | | | FRANCE | | FRANCE | | | INSTITUT PHOTOVOLTAIQUE D’ILE DE FRANCE (IPVF) | | | 43.00 | % | | | | | | FRANCE | | FRANCE | | | JDA OVERSEAS HOLDINGS, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | KLIPGATS PV 3 EQUITY CO LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | KLIPGATS PV 3 HOLD CO LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | KLIPGATS PV 7 EQUITY CO LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | KLIPGATS PV 7 HOLD CO LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | KOZANI ENERGY ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TITLE KOZANI ENERGY S.A.) | | | 59.77 | % | | | | | | GREECE | | GREECE | | | KOZANI ENERGY MALTA LIMITED | | | 59.77 | % | | | | | | MALTA | | MALTA | | | LA DEFENSE FILIPINAS HOLDING CORPORATION | | | 40.00 | % | | | | | | PHILIPPINES | | PHILIPPINES |
| | | 2014 Form 20-F TOTAL S.A. | | F-101 |
| | | | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | | Country of incorporation | | Country of operations | | | LEMOORE STRATFORD LAND HOLDINGS IV, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | LUIS SOLAR, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | MARIVELES JOINT VENTURE CORP | | | 49.98 | % | | | | | | PHILIPPINES | | PHILIPPINES | | | MICHEL MINERALÖLHANDEL GMBH | | | 100.00 | % | | | | | | GERMANY | | GERMANY | | | NATIONAL PETROLEUM REFINERS OF SOUTH AFRICA (PTY) LTD | | | 18.22 | % | | | E | | | SOUTH AFRICA | | SOUTH AFRICA | | | NEVATIM GREEN ENERGIES LTD | | | 59.77 | % | | | | | | ISRAEL | | ISRAEL | | | PARREY, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | PATISH (WEST) GREEN ENERGIES LTD | | | 59.77 | % | | | | | | ISRAEL | | ISRAEL | | | PENINSULA LAND BAY REALTY CORPORATION | | | 31.94 | % | | | | | | PHILIPPINES | | PHILIPPINES | | | PHOTOVOTAICA PARKA VEROIA ANONYMI ETAIREIA | | | 59.77 | % | | | | | | GREECE | | GREECE | | | PLUTO ACQUISITION COMPANY LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | PRODUITS PETROLIERS STELA | | | 99.99 | % | | | | | | FRANCE | | FRANCE | | | PV SALVADOR SPA | | | 20.00 | % | | | E | | | CHILE | | CHILE | | | QUIMICA VASCA SA UNIPERSONAL | | | 100.00 | % | | | | | | SPAIN | | SPAIN | | | RAY OF SUCCESS ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TITLE RAY OF SUCCESS A.E.) | | | 41.84 | % | | | | | | GREECE | | GREECE | | | RAY OF SUCCESS MALTA LIMITED | | | 59.77 | % | | | | | | MALTA | | MALTA | | | ROTEM SUNPOWER LTD | | | 59.77 | % | | | | | | ISRAEL | | ISRAEL | | | SERVAUTO NEDERLAND B.V. | | | 100.00 | % | | | | | | NETHERLANDS | | NETHERLANDS | | | SGULA (WEST) GREEN ENERGIES LTD | | | 59.77 | % | | | | | | ISRAEL | | ISRAEL | | | SHAMS POWER COMPANY PJSC | | | 20.00 | % | | | E | | | UNITED ARAB EMIRATES | | UNITED ARAB EMIRATES | | | SOCIETE ANONYME DE LA RAFFINERIE DES ANTILLES | | | 50.00 | % | | | E | | | FRANCE | | FRANCE | | | SOCIETE DES TRANSPORTS PETROLIERS PAR PIPELINE | | | 35.50 | % | | | E | | | FRANCE | | FRANCE | | | SOCIETE D’EXPLOITATION DE CENTRALES PHOTOVOLTAIQUES 1 | | | 29.94 | % | | | | | | FRANCE | | FRANCE | | | SOCIETE MAHORAISE DE STOCKAGE DE PRODUITS PETROLIERS | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | SOCIETE POUR L’EXPLOITATION DE L’USINE DE ROUEN | | | 98.98 | % | | | | | | FRANCE | | FRANCE | | | SOCIETE URBAINE DES PETROLES | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | S-OIL TOTAL LUBRICANTS CO LTD | | | 50.00 | % | | | E | | | REPUBLIC OF KOREA | | REPUBLIC OF KOREA | | | SOLAR ASSURANCE CAPITAL PTY LTD | | | 59.77 | % | | | | | | AUSTRALIA | | AUSTRALIA | | | SOLAR BEACON CALIFORNIA 1, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR GREENHOUSE I, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR ARIZONA HMR-I, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR ARIZONA I, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR ARIZONA II, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR ARIZONA III, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR ARIZONA IV, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR ARIZONA V, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR ARIZONA VI, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR ARIZONA VII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR BLYTHE MESA I, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA I, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA IV, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA VII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XIII PARENT, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XIII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XIX, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XLIX, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XV PARENT, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XV, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XVI, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XVII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XVIII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XX, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXI, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXIII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXIV, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXIX, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXV, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXVI, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXVII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXVIII, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXX, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXXI, LLC | | | 59.77 | % | | | | | | UNITED STATES | | UNITED STATES |
| | | F-102 | | TOTAL S.A. Form 20-F 2014 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | SOLAR STAR CALIFORNIA XXXII, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXXIII, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXXIV, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXXIX, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXXV, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXXVI, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXXVII, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CALIFORNIA XXXVIII, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR COLORADO I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR COLORADO II, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR COLORADO III, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR CONNECTICUT I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR HAWAII I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR HAWAII II, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR HAWAII III, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR HAWAII IV, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR HI AIR, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR HOLDING, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR NEW JERSEY III, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR NEW JERSEY IV, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR NEW YORK I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR OCEANSIDE, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR PUERTO RICO I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR RANCHO CWD I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR TEXAS I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR TEXAS II, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR TEXAS III, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR TEXAS IV, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR XI, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLAR STAR YC, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SOLARBRIDGE TECHNOLOGIES, INC. | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SP CORDOBESA MALTA LIMITED | | | 59.77 | % | | | | MALTA | | MALTA | | | SP QUINTANA MALTA LIMITED | | | 59.77 | % | | | | MALTA | | MALTA | | | SPML LAND, INC. | | | 59.77 | % | | | | PHILIPPINES | | PHILIPPINES | | | SPWR ENERGIAS RENOVAVEIS UNIPESSOAL, LDA. | | | 59.77 | % | | | | PORTUGAL | | PORTUGAL | | | SPWR EW 2013-1, LLC | | | 0.60 | % | | | | UNITED STATES | | UNITED STATES | | | SPWR MS 2013-1, LLC | | | 29.88 | % | | | | UNITED STATES | | UNITED STATES | | | SPWR PP 2014-1, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SPWR SOLAR ENERGEIAKI HELLAS SINGLE MEMBER EPE | | | 59.77 | % | | | | GREECE | | GREECE | | | SPWR USB 2013-1, LLC | | | 0.60 | % | | | | UNITED STATES | | UNITED STATES | | | SPWR USB 2013-2, LLC | | | 0.60 | % | | | | UNITED STATES | | UNITED STATES | | | SPWR USB 2013-3, LLC | | | 0.60 | % | | | | UNITED STATES | | UNITED STATES | | | SSSA, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER ACCESS I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER ASSETCO, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER BEACON 1 HOLDINGS LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER BERMUDA HOLDINGS | | | 59.77 | % | | | | BERMUDA | | BERMUDA | | | SUNPOWER CAPITAL AUSTRALIA PTY LTD | | | 59.77 | % | | | | AUSTRALIA | | AUSTRALIA | | | SUNPOWER CAPITAL SERVICES, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER CAPITAL, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER COMMERCIAL FINANCE I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER COPPA HOLDINGS LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER CORP ISRAEL LTD | | | 59.77 | % | | | | ISRAEL | | ISRAEL | | | SUNPOWER CORPORATION | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER CORPORATION (SWITZERLAND) SARL | | | 59.77 | % | | | | SWITZERLAND | | SWITZERLAND | | | SUNPOWER CORPORATION AUSTRALIA PTY LTD | | | 59.77 | % | | | | AUSTRALIA | | AUSTRALIA | | | SUNPOWER CORPORATION LIMITED | | | 59.77 | % | | | | HONG KONG | | HONG KONG | | | SUNPOWER CORPORATION MALTA HOLDINGS LIMITED | | | 59.77 | % | | | | MALTA | | MALTA | | | SUNPOWER CORPORATION MEXICO, S. DE R.L. DE C.V. | | | 59.77 | % | | | | MEXICO | | MEXICO | | | SUNPOWER CORPORATION SOUTHERN AFRICA (PTY) LTD | | | 59.77 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | SUNPOWER CORPORATION SPA | | | 59.77 | % | | | | CHILE | | CHILE | | | SUNPOWER CORPORATION UK LIMITED | | | 59.77 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | SUNPOWER CORPORATION, SYSTEMS | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER DEVCO, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER DEVELOPMENT COMPANY | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER ENERGY SYSTEMS (PTY) LTD | | | 59.77 | % | | | | SOUTH AFRICA | | SOUTH AFRICA |
| | | 2014 Form 20-F TOTAL S.A. | | F-103 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | SUNPOWER ENERGY SYSTEMS CANADA CORPORATION | | | 59.77 | % | | | | CANADA | | CANADA | | | SUNPOWER ENERGY SYSTEMS KOREA | | | 59.77 | % | | | | REPUBLIC OF KOREA | | REPUBLIC OF KOREA | | | SUNPOWER ENERGY SYSTEMS SINGAPORE PTE LTD | | | 59.77 | % | | | | SINGAPORE | | SINGAPORE | | | SUNPOWER ENERGY SYSTEMS SOUTHERN AFRICA (PTY) LTD | | | 59.77 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | SUNPOWER ENERGY SYSTEMS SPAIN, SL | | | 59.77 | % | | | | SPAIN | | SPAIN | | | SUNPOWER FOUNDATION | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER FRANCE S.A.S. | | | 59.77 | % | | | | FRANCE | | FRANCE | | | SUNPOWER GMBH | | | 59.77 | % | | | | GERMANY | | GERMANY | | | SUNPOWER HOLDCO, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER ITALIA S.R.L. | | | 59.77 | % | | | | ITALY | | ITALY | | | SUNPOWER JAPAN KK | | | 59.77 | % | | | | JAPAN | | JAPAN | | | SUNPOWER MALTA LIMITED | | | 59.77 | % | | | | MALTA | | MALTA | | | SUNPOWER MANUFACTURING (PTY) LTD | | | 59.77 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | SUNPOWER MANUFACTURING DE VERNEJOUL | | | 59.77 | % | | | | FRANCE | | FRANCE | | | SUNPOWER NORTH AMERICA, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER PHILIPPINES LTD. – REGIONAL OPERATING HEADQUARTERS | | | 59.77 | % | | | | CAYMAN ISLANDS | | PHILIPPINES | | | SUNPOWER PHILIPPINES MANUFACTURING LTD. | | | 59.77 | % | | | | CAYMAN ISLANDS | | PHILIPPINES | | | SUNPOWER RESIDENTIAL I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOFTWARE I, INC. | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLAR ENERGY TECHNOLOGY (TIANJIN) CO., LTD | | | 59.77 | % | | | | CHINA | | CHINA | | | SUNPOWER SOLAR INDIA PRIVATE LIMITED | | | 59.77 | % | | | | INDIA | | INDIA | | | SUNPOWER SOLAR MALAYSIA SDN. BHD. | | | 59.77 | % | | | | MALAYSIA | | MALAYSIA | | | SUNPOWER SOLAR MONITORING, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM I, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM II, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM III, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM IV, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM V, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM VI, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM VII, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM VIII, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM IX, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SOLARPROGRAM X, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | SUNPOWER SYSTEMS BELGIUM SPRL | | | 59.77 | % | | | | BELGIUM | | BELGIUM | | | SUNPOWER SYSTEMS HISPANIOLA SARL | | | 59.77 | % | | | | DOMINICAN REPUBLIC | | DOMINICAN REPUBLIC | | | SUNPOWER SYSTEMS MEXICO S. DE R.L. DE C.V. | | | 59.77 | % | | | | MEXICO | | MEXICO | | | SUNPOWER SYSTEMS SARL | | | 59.77 | % | | | | SWITZERLAND | | SWITZERLAND | | | SUNPOWER TECHNOLOGY LTD. | | | 59.77 | % | | | | CAYMAN ISLANDS | | CAYMAN ISLANDS | | | SUNRAY ITALY S.R.L. | | | 59.77 | % | | | | ITALY | | ITALY | | | SUNRENTE INVESTISSEMENT FRANCE S.A.S. | | | 59.77 | % | | | | FRANCE | | FRANCE | | | SUNRISE 1, LLC | | | 33.78 | % | | | | UNITED STATES | | UNITED STATES | | | SUNZIL | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SUNZIL CARAIBES | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SUNZIL MAYOTTE S.A.S. | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SUNZIL OCEAN INDIEN | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SUNZIL PACIFIC | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SUNZIL POLYNESIE | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SUNZIL POLYNESIE SERVICES | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SUNZIL SERVICES CARAIBES | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SUNZIL SERVICES OCEAN INDIEN | | | 50.00 | % | | E | | FRANCE | | FRANCE | | | SWINGLETREE OPERATIONS, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | TEMASOL | | | 59.77 | % | | | | MOROCCO | | MOROCCO | | | TENESOL DE MEXICO SA DE CV | | | 59.77 | % | | | | MEXICO | | MEXICO | | | TENESOL ENERGIE MAROC | | | 59.77 | % | | | | MOROCCO | | MOROCCO | | | TENESOL S.A.S. | | | 59.77 | % | | | | FRANCE | | FRANCE | | | TENESOL SPV1 | | | 59.77 | % | | | | FRANCE | | FRANCE | | | TENESOL SPV2 | | | 59.77 | % | | | | FRANCE | | FRANCE | | | TENESOL TECHNOLOGIES | | | 59.77 | % | | | | FRANCE | | FRANCE | | | TENESOL VDP | | | 59.77 | % | | | | FRANCE | | FRANCE | | | TENESOL VENEZUELA | | | 59.77 | % | | | | VENEZUELA | | VENEZUELA | | | TILT SOLAR, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | TORIMODE (PTY) LTD | | | 59.77 | % | | | | SOUTH AFRICA | | SOUTH AFRICA |
| | | F-104 | | TOTAL DEUTSCHLAND GMBH *S.A. Form 20-F 2014 |
| | | | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | | Country of incorporation | | Country of operations | | | TORIPROX (PTY) LTD | | | 59.77 | % | | | | | | SOUTH AFRICA | | SOUTH AFRICA | | | TORISOL (PTY) LTD | | | 59.77 | % | | | | | | SOUTH AFRICA | | SOUTH AFRICA | | | TOTAL (AFRICA) LIMITED | | | 100.00 | % | | | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL (FIJI) LIMITED | | | 100.00 | % | | | | | | FIJI | | FIJI | | | TOTAL (TIANJIN) MANUFACTURING CO., LTD. | | | 100.00 | % | | | | | | CHINA | | CHINA | | | TOTAL ABENGOA SOLAR EMIRATES INVESTMENT COMPANY B.V. | | | 50.00 | % | | | E | | | NETHERLANDS | | UNITED ARAB EMIRATES | | | TOTAL ADDITIFS ET CARBURANTS SPECIAUX | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL AFRICA S.A. | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL AVIATION AND EXPORT LTD | | | 100.00 | % | | | | | | ZAMBIA | | ZAMBIA | | | TOTAL BELGIUM | | | 100.00 | % | | | | | | BELGIUM | | BELGIUM | | | TOTAL BITUMEN DEUTSCHLAND GMBH | | | 100.00 | % | | | | | | GERMANY | | GERMANY | | | TOTAL BITUMEN UK LIMITED | | | 100.00 | % | | | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL BOTSWANA (PTY) LTD | | | 50.10 | % | | | | | | BOTSWANA | | BOTSWANA | | | TOTAL BURKINA | | | 100.00 | % | | | | | | BURKINA FASO | | BURKINA FASO | | | TOTAL CAMBODGE | | | 100.00 | % | | | | | | CAMBODIA | | CAMBODIA | | | TOTAL CAMEROUN | | | 67.01 | % | | | | | | CAMEROON | | CAMEROON | | | TOTAL CARAIBES | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL CESKA REPUBLIKA S.R.O | | | 100.00 | % | | | | | | CZECH REPUBLIC | | CZECH REPUBLIC | | | TOTAL CHINA INVESTMENT CO LTD | | | 100.00 | % | | | | | | CHINA | | CHINA | | | TOTAL CONGO | | | 99.70 | % | | | | | | CONGO | | CONGO | | | TOTAL CORSE | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL COTE D’IVOIRE | | | 73.01 | % | | | | | | IVORY COAST | | IVORY COAST | | | TOTAL DENMARK A/S | | | 100.00 | % | | | | | | DENMARK | | DENMARK | | | TOTAL DEUTSCHLAND GMBH* | | | 100.00 | % | | | | | | GERMANY | | GERMANY | | | TOTAL EGYPT | | | 80.78 | % | | | | | | EGYPT | | EGYPT | | | TOTAL ENERGIE DEVELOPPEMENT | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL ENERGIE DO BRASIL | | | 59.77 | % | | | | | | BRAZIL | | BRAZIL | | | TOTAL ENERGIE SOLAIRE CONCENTREE | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL ENERGIES NOUVELLES ACTIVITES USA | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL ESPANA SA | | | 100.00 | % | | | | | | SPAIN | | SPAIN | | | TOTAL ESPECIALIDADES ARGENTINA | | | 100.00 | % | | | | | | ARGENTINA | | ARGENTINA | | | TOTAL ETHIOPIA | | | 100.00 | % | | | | | | ETHIOPIA | | ETHIOPIA | | | TOTAL FLUIDES | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL FREEPORT CORPORATION | | | 100.00 | % | | | | | | PHILIPPINES | | PHILIPPINES | | | TOTAL FUELS WUHAN COMPANY LIMITED | | | 100.00 | % | | | | | | CHINA | | CHINA | | | TOTAL GLASS LUBRICANTS EUROPE GMBH | | | 100.00 | % | | | | | | GERMANY | | GERMANY | | | TOTAL GUADELOUPE | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL GUINEA ECUATORIAL | | | 80.00 | % | | | | | | EQUATORIAL GUINEA | | EQUATORIAL GUINEA | | | TOTAL GUINEE | | | 100.00 | % | | | | | | GUINEA | | GUINEA | | | TOTAL HOLDING ASIE | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL HUNGARIA KFT | | | 100.00 | % | | | | | | HUNGARY | | HUNGARY | | | TOTAL JAMAICA LTD | | | 100.00 | % | | | | | | JAMAICA | | JAMAICA | | | TOTAL JORDAN | | | 100.00 | % | | | | | | JORDAN | | JORDAN | | | TOTAL KENYA | | | 93.96 | % | | | | | | KENYA | | KENYA | | | TOTAL LESOTHO (PTY) LTD | | | 50.10 | % | | | | | | LESOTHO | | LESOTHO | | | TOTAL LIBAN | | | 100.00 | % | | | | | | LEBANON | | LEBANON | | | TOTAL LIBERIA INC | | | 100.00 | % | | | | | | LIBERIA | | LIBERIA | | | TOTAL LUBRICANTS (CHINA) CO LTD | | | 86.49 | % | | | | | | CHINA | | CHINA | | | TOTAL LUBRICANTS TAIWAN, LTD. | | | 63.00 | % | | | | | | TAIWAN | | TAIWAN | | | TOTAL LUBRIFIANTS | | | 99.98 | % | | | | | | FRANCE | | FRANCE | | | TOTAL LUBRIFIANTS SERVICES AUTOMOBILE | | | 99.98 | % | | | | | | FRANCE | | FRANCE | | | TOTAL LUXEMBOURG S.A. | | | 100.00 | % | | | | | | LUXEMBOURG | | LUXEMBOURG | | | TOTAL MADAGASIKARA S.A. | | | 79.44 | % | | | | | | MADAGASCAR | | MADAGASCAR | | | TOTAL MALI | | | 100.00 | % | | | | | | MALI | | MALI | | | TOTAL MARINE FUELS | | | 100.00 | % | | | | | | SINGAPORE | | SINGAPORE | | | TOTAL MARKETING EGYPT | | | 80.78 | % | | | | | | EGYPT | | EGYPT | | | TOTAL MARKETING GABON | | | 90.00 | % | | | | | | GABON | | GABON | | | TOTAL MARKETING MIDDLE EAST FREE ZONE | | | 100.00 | % | | | | | | UNITED ARAB EMIRATES | | UNITED ARAB EMIRATES | | | TOTAL MARKETING SERVICES | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL MAROCMARKETING TCHAD | | | 100.00 | % | | | | | | CHAD | | CHAD | | | TOTAL MARKETING UGANDA | | | 100.00 | % | | | | | | UGANDA | | UGANDA | | | TOTAL MAROC | | | 70.00 | % | | | | | | MOROCCO | | MOROCCO | | | TOTAL MAURITIUS | | | 55.00 | % | | | | | | MAURITIUS | | MAURITIUS | | | TOTAL MAYOTTE | | | 100.00 | % | | | | | | FRANCE | | FRANCE | | | TOTAL MEXICO SA DE CV | | | 100.00 | % | | | | | | MEXICO | | MEXICO | | | TOTAL MINERALOEL UND CHEMIE GMBH | | | 100.00 | % | | | | | | GERMANY | | GERMANY |
| | | 2014 Form 20-F TOTAL S.A. | | F-105 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | TOTAL MINERALÖL GMBH | | | 100.00 | % | | | | GERMANY | | GERMANY | | | TOTAL MOZAMBIQUE | | | 100.00 | % | | | | MOZAMBIQUE | | MOZAMBIQUE | | | TOTAL NAMIBIA (PTY) LTD | | | 50.10 | % | | | | NAMIBIA | | NAMIBIA | | | TOTAL NEDERLAND NV | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | TOTAL NEW ENERGIES LTD | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL NEW ENERGIES USA, INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL NEW ENERGIES VENTURES USA, INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL NIGER SA | | | 100.00 | % | | | | NIGER | | NIGER | | | TOTAL NIGERIA PLC | | | 61.72 | % | | | | NIGERIA | | NIGERIA | | | TOTAL NUEVAS ENERGIAS CHILE SPA | | | 100.00 | % | | | | CHILE | | CHILE | | | TOTAL OIL ASIA-PACIFIC PTE LTD | | | 100.00 | % | | | | SINGAPORE | | SINGAPORE | | | TOTAL OIL INDIA PVT LTD | | | 100.00 | % | | | | INDIA | | INDIA | | | TOTAL OIL PAKISTAN (PRIVATE) LIMITED | | | 100.00 | % | | | | PAKISTAN | | PAKISTAN | | | TOTAL OIL TURKIYE AS | | | 100.00 | % | | | | TURKEY | | TURKEY | | | TOTAL OUTRE MER | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL SPECIALTIES USA INCPACIFIQUE | | | 100.00 | % | | | | UNITED STATESFRANCE | | UNITED STATESFRANCE | | | TOTAL PARCO PAKISTAN LIMITED | | | 60.00 | % | | | | PAKISTAN | | PAKISTAN | | | TOTAL PETROLEUM (SHANGHAI) COMPANY LIMITED | | | 100.00 | % | | | | CHINA | | CHINA | | | TOTAL PETROLEUM GHANA LIMITED | | | 76.74 | % | | | | GHANA | | GHANA | | | TOTAL PETROLEUM GUANGZHOU CO LTD | | | 100.00 | % | | | | CHINA | | CHINA | | | TOTAL PETROLEUM PUERTO RICO CORP | | | 100.00 | % | | | | PUERTO RICO | | PUERTO RICO | | | TOTAL PHILIPPINES CORPORATION | | | 100.00 | % | | | | PHILIPPINES | | PHILIPPINES | | | TOTAL POLSKA | | | 100.00 | % | | | | POLAND | | POLAND | | | TOTAL POLYNESIE | | | 99.54 | % | | | | FRANCE | | FRANCE | | | TOTAL RDC | | | 60.00 | % | | | | DEMOCRATIC REPUBLIC OF CONGO | | DEMOCRATIC REPUBLIC OF CONGO | | | TOTAL REUNION | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL SENEGAL | | | 69.14 | % | | | | SENEGAL | | SENEGAL | | | TOTAL SINOCHEM FUELS COMPANY LTD | | | 49.00 | % | | E | | CHINA | | CHINA | | | TOTAL SINOCHEM OIL COMPANY LIMITED | | | 49.00 | % | | E | | CHINA | | CHINA | | | TOTAL SOUTH AFRICA (PTY) LTD | | | 50.10 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | TOTAL SPECIALTIES USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL SUPPLY MS S.A. | | | 100.00 | % | | | | SWITZERLAND | | SWITZERLAND | | | TOTAL SWAZILAND (PTY) LTD | | | 50.10 | % | | | | SWAZILAND | | SWAZILAND | | | TOTAL TOGO | | | 76.72 | % | | | | TOGO | | TOGO | | | TOTAL TUNISIE | | | 100.00 | % | | | | TUNISIA | | TUNISIA | | | TOTAL UAE LLC | | | 49.00 | % | | | | UNITED ARAB EMIRATES | | UNITED ARAB EMIRATES | | | TOTAL UGANDA LIMITED | | | 100.00 | % | | | | UGANDA | | UGANDA | | | TOTAL UK LIMITED * | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL UNION OCEANE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL VOSTOK | | | 100.00 | % | | | | RUSSIARUSSIAN FEDERATION | | RUSSIARUSSIAN FEDERATION | | | TOTAL ZAMBIA | | | 100.00 | % | | | | ZAMBIA | | ZAMBIA | | | TOTALERG SPA | | | 49.00 | % | | E | | ITALY | | ITALY | | | TOTALGAZ | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TYCZKA TOTALGAZ GMBH | | | 50.00 | % | | E | | GERMANY | | GERMANY | | | URIM GREEN ENERGIES LTD | | | 59.77 | % | | | | ISRAEL | | ISRAEL | | | WHIPPLETREE SOLAR LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | WHIRLWIND SOLAR STAR, LLC | | | 59.77 | % | | | | UNITED STATES | | UNITED STATES | | | ZRUHA GREEN ENERGIES LTD | | | 59.77 | % | | | | ISRAEL | | ISRAEL | CORPORATECorporate
| | ELF AQUITAINE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | ELF AQUITAINE FERTILISANTS | | | 100.00 | % | | | | FRANCE | | FRANCE | | | ELF AQUITAINE INC. | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | ELF FOREST PRODUCTS, LLC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | ETMOFINA | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | FINANCIERE VALORGEST | | | 100.00 | % | | | | FRANCE | | FRANCE | | | FINGESTVAL | | | 100.00 | % | | | | FRANCE | | FRANCE | | | OMNIUM REINSURANCE COMPANY SA | | | 100.00 | % | | | | SWITZERLAND | | SWITZERLAND | | | PAN INSURANCE LIMITED | | | 100.00 | % | | | | IRELAND | | IRELAND | | | SEPTENTRION PARTICIPATIONS | | | 100.00 | % | | | | FRANCE | | FRANCE | | | SOCAP SASS.A.S. | | | 100.00 | % | | | | FRANCE | | FRANCE | | | SOCIETE CIVILE IMMOBILIERE CB2 | | | 100.00 | % | | | | FRANCE | | FRANCE | | | SOFAX BANQUE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | SOGAPAR | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL OVERSEAS HOLDING (PTY) LTD | | | 100.00 | % | | | | SOUTH AFRICA | | SOUTH AFRICA | | | TOTAL AFFILIATES CAPITAL USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL AMERICAN SERVICES INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL CAPITAL | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL CAPITAL CANADA LTD. | | | 100.00 | % | | | | CANADA | | CANADA | | | TOTAL CAPITAL INTERNATIONAL | | | 100.00 | % | | | | FRANCE | | FRANCE |
| | | F-106 | | TOTAL S.A. Form 20-F 2014 |
| | | | | | | | | | | | | Business segment | | Statutory corporate name | | % Group interest | | | Method | | Country of incorporation | | Country of operations | | | TOTAL CORPORATE MANAGEMENT (BEIJING) COMPANY LIMITED | | | 100.00 | % | | | | CHINA | | CHINA | | | TOTAL DELAWARE INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL E&P HOLDINGS | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL ENERGY VENTURES EUROPE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL ENERGY VENTURES INTERNATIONAL | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL FINANCE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL FINANCE EXPLOITATIONCORPORATE SERVICES LIMITED | | | 100.00 | % | | | | FRANCEUNITED KINGDOM | | FRANCEUNITED KINGDOM | | | TOTAL FINANCE GLOBAL SERVICES SAS.A. | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL FINANCE INTERNATIONAL LTD | | | 100.00 | % | | | | BERMUDA | | BERMUDA | | | TOTAL FINANCE NEDERLAND B.V. | | | 100.00 | % | | | | NETHERLANDS | | NETHERLANDS | | | TOTAL FINANCE USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL FUNDING NEDERLAND BVB.V. | | | 100.00 | % | | | | THE NETHERLANDS | | THE NETHERLANDS | | | TOTAL GESTION FILIALES | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GESTION USA | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GLOBAL SERVICES | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL GLOBAL SERVICES BELGIUM S.A. | | | 99.80 | % | | | | BELGIUM | | BELGIUM | | | TOTAL HOLDING ALLEMAGNE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL HOLDINGS EUROPE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL HOLDINGS UK LIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM | | | TOTAL HOLDINGS USA INC | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL INTERNATIONAL NV | | | 100.00 | % | | | | THE NETHERLANDS | | THE NETHERLANDS | | | TOTAL NUCLEAIRE | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL OPERATIONS CANADA LTD | | | 100.00 | % | | | | CANADA | | CANADA | | | TOTAL PARTICIPATIONS | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL PETROCHEMICALS & REFINING USA INC *INC* | | | 100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL PETROCHEMICALS & REFINING SA/NV *NV* | | | 100.00 | % | | | | BELGIUM | | BELGIUM | | | TOTAL SAPETROCHEMICALS SECURITY USA INC | | | N/A100.00 | % | | | | UNITED STATES | | UNITED STATES | | | TOTAL RESOURCES (CANADA) LIMITED | | | 100.00 | % | | | | CANADA | | CANADA | | | TOTAL S.A. | | | | | | | | FRANCE | | FRANCE | | | TOTAL TREASURY | | | 100.00 | % | | | | FRANCE | | FRANCE | | | TOTAL UK FINANCE LTDLIMITED | | | 100.00 | % | | | | UNITED KINGDOM | | UNITED KINGDOM |
| | | 20132014 Form 20-F TOTAL S.A. | | F-97F-107 |
TOTAL SUPPLEMENTAL OIL AND GAS INFORMATION (Unaudited) 1. | Oil and gas information pursuant to FASB Accounting Standards Codification 932 |
Proved Reservesreserves estimates are calculated according to the Securities and Exchange Commission (SEC) Rule 4-10 of Regulation S-X set forth in the “Modernization of Oil and Gas Reporting” release (SEC Release n° 33-8995) and the FinancialFinancial. Accounting Standard Board (FASB) Accounting Standards Update regarding Extractive Activities –— Oil and Gas (ASC 932), which provide definitions and disclosure requirements. Preparation of reserves estimates
1.1. | Assessment process for reserves |
The estimation of reserves is an ongoing process whichthat is done within affiliates by experienced geoscientists, engineers and economists under the supervision of each affiliate’s General Management. Staff involved in reserves evaluation are trained to follow SEC-compliant internal guidelines and policies regarding criteria that must be met before reserves can be considered as proved. All of the Group’s proved reserves held in subsidiaries and equity affiliates are estimated within the affiliates of the Group, with the exception of the proved reserves held by the Russian equity affiliate OAO Novatek. The assessment of the net proved liquids and natural gas reserves of certain properties owned by OAO Novatek was completed as of December 31, 2014, in accordance with the standards applied by the Group, based on an independent third-party report of DeGolyer & MacNaughton. These independently assessed reserves account for 58% of OAO Novatek’s net proved reserves and 61% of the total net proved reserves TOTAL held in Russia as of December 31, 2014. The technical validation process relies on a Technical Reserves Committee that is responsible for approving proved reserves changes above a certain threshold and technical evaluations of reserves associated with an investment decision that requires approval from the Exploration & Production Executive Committee. The Chairman of the Technical Reserves Committee is appointed by the Senior Management of Exploration & Production and its members represent expertise in reservoir engineering, production geology, production geophysics, drilling and development studies. An internal control process related to reserves estimation is well established within TOTALformalized and involves the following elements: A central Reserve Entity whose responsibility is to consolidate, document and archive the Group’s reserves; to ensure coherence of evaluations worldwide; to maintain the Corporate Reserves Guidelines Standards in line with SEC guidelines and policies; to deliver training on reserves evaluation and classification; and to conduct periodicallyin-depth technical review of reserves for each affiliate. An annual review of affiliatesaffiliates’ reserves conducted by an internal group of specialists selected for their expertise in geosciences and engineering or their knowledge of the affiliate. All members of this group, chaired by the Reserves Vice-President (“RVP”) of the Development division and composed of at least three Technical Reserves Committee members, are knowledgeable in the SEC guidelines for proved reserves evaluation. Their responsibility is to provide an independent review of reserves changes proposed by affiliates and ensure that reserves are estimated using appropriate standards and procedures. At the end of the annual review carried out by the Development Division,division, an SEC Reserves Committee chaired by the Exploration & Production Senior Vice President Corporate Affairs and comprised of the Development, Exploration, Strategy and Legal Senior Vice Presidents, or their representatives, as well as the Chairman of the Technical Reserves Committee and the Reserves Vice-President, approves the SEC reserve booking proposals regarding criteria that are not dependent upon reservoir and geosciences techniques. | | Exploration, Strategy and Legal Senior Vice Presidents, or their representatives, as well as the Chairman of the Technical Reserves Committee and the RVP of the Development division, approves the elements of the SEC reserve booking proposals concerning criteria that are not dependent upon reservoir and geosciences techniques. |
The results of the annual review and the proposals for including revisions or additions of SEC Proved Reserves | | are presented to the Exploration & Production Executive Committee for approval before final validation by the Group Executive Management. |
The reserves evaluation and control process is audited periodically by the Group’s internal auditors who verify the effectiveness of the reserves evaluation process and control procedures. The reserves Vice-President (RVP)RVP of the Development division is the technical person responsible for preparing the reserves estimates for the Group. Appointed by the President of Exploration & Production, the RVP supervises the Reserve Entity, chairs the annual review of reserves, and is a member of the Technical Reserves Committee and the SEC Reserves Committee. The current RVP has over thirty years of experience in the oil &and gas industry. He previously held several management positions in the Group in reservoir engineering and geosciences, and has more than fifteen years of experience in the field of reserves evaluation and control process. He holds an engineering degree fromInstitut National des Sciences Appliquées, Lyon, France, and a petroleum engineering degree from ÉcoleÉcole Nationale Supérieure du Pétrole et des Moteurs (IFP School), France. He is a member and a past Chairman of the Society of Petroleum Engineers Oil and Gas Reserves Committee and a member of the UNECE (United Nations Economic Commission for Europe) Expert Group on Resource Classification. 1.2. | Proved developed reserves |
As of December 31, 2014, proved developed reserves At of oil and gas were 5,707 Mboe and represented 50% of the endproved reserves. As of December 31, 2013, proved developed reserves of oil and gas were 5,674 Mboe and represented 49% of the proved reserves. At the endAs of December 31, 2012, proved developed reserves of oil and gas were 5,789 Mboe and represented 51% of the proved reserves. At the end of 2011, proved developed reserves of oil and gas were 6,046 Mboe and represented 53% of the proved reserves.
Over the past three years, the yearly average of proved developed reserves renewal has remained above 800700 Mboe, illustrating TOTAL’s ability to consistently transfer proved undeveloped reserves into developed status. Proved undeveloped reserves
1.3. | Proved undeveloped reserves |
As of December 31, 2013,2014, TOTAL’s combined proved undeveloped reserves of oil and gas were 5,8525,817 Mboe as compared to 5,5795,852 Mboe at the end of 2012.2013. The net increasedecrease of 27336 Mboe of proved undeveloped reserves is due to the addition of 946648 Mboe of undeveloped reserves related to extensions and discoveries, the revision of -278-105 Mboe of previous estimates (partly resulting from a negative price effect in Canada), a net increasedecrease of 44153 Mboe due to acquisitions/divestitures, and the transferbooking of 439425 Mboe from proved undeveloped reserves to proved developed reserves. Negative revision of previous estimates results from a perimeter change in the gas feed of a LNG plant in Africa and the postponement of a debottlenecking phase and a performance study performed on a field located in America. In 2013,2014, the cost incurred to develop proved undeveloped reserves (PUDs) was€15.0 $18.5 billion, which represents 83% of 20132014 development costs incurred, and was related to projects located for the most part in Angola, Australia, Canada, Congo, Gabon, Nigeria, Norway, Republic of the Congo and United Kingdom. | | | 2014 Form 20-F TOTAL S.A. | | S-1 |
Approximately 51%49% of the Group’s proved undeveloped reserves are associated with producing projects and are located for the | | | S-1 | | TOTAL S.A. Form 20-F 2013 |
most part in Canada, Kazakhstan, Nigeria, Norway, Russia, and Venezuela. These reserves are expected to be developed over time as part of initial field development plans or additional development phases. The timing to bring these proved reserves into production will depend upon several factors including reservoir performance, surface facilities or plant capacity constraints and contractual limitations on production level.levels. The remaining proved undeveloped reserves correspond to undeveloped fields or assets for which a development has been sanctioned or is in progress. The Group’s portfolio of projects includes a few large scale and complex developments for which itreserves have remained proved undeveloped for more than five years or the Group anticipates that it may take more than five years from the time of recording proved reserves to the start of production. These specific projects represent approximately 20%18% of the Group’s proved undeveloped reserves and include deep offshore developments in Angola, Nigeria and the United Kingdom and development of oil sands in Canada. These projects are highly complex to develop due to a combination of factors that include, among others, the nature of the reservoir rock and fluid properties, challenging market and operating environments, and the size of the projects. In addition, some of these projects are generally designed and optimized for a given production capacity that controls the pace at which the field is developed and the wells are drilled. At production start-up, only a portion of the proved reserves are developed in order to deliver sufficient production potential to meet capacity constraints and contractual obligations. The remaining PUD’s associated with the complete development plan will therefore remain undeveloped for more than five years following project approval and booking. Under these specific circumstances, the Group believes that it is justified to report as proved reserves the level of reserves used in connection with the approved project, despite the fact that some of these PUDs may remain undeveloped for more than five years. In addition, TOTAL has demonstrated in recent years the Group’s ability to successfully develop and bring into production similar large scale and complex projects, including the development of deep-offshore fields in Angola, Nigeria, the Republic of the Congo, HP/HT fields in the United Kingdom, heavy oil projects in Venezuela and LNG projects in Qatar, Yemen, Nigeria and Indonesia. The tables provided below are presented by the following geographic areas: Europe, Africa, the Americas, Middle East and Asia (including CIS)CIS, with specific figures shown for Russia). ESTIMATED PROVED RESERVES OF OIL, BITUMEN AND GAS RESERVES
1.4. | Estimated proved reserves of oil, bitumen and gas |
The following tables present, for oil, bitumen and gas reserves, an estimate of the Group’s oil, bitumen and gas quantities by geographic areas as of December 31, 2014, 2013 2012 and 2011.2012. Quantities shown correspond to proved developed and undeveloped reserves together with changes in quantities for 2014, 2013 2012 and 2011.2012. The definitions used for proved, proved developed and proved undeveloped oil and gas reserves are in accordance with the revisedRule 4-10 of SEC Regulation S-X. All references in the following tables to reserves or production are to the Group’s entire share of such reserves or production. TOTAL’s worldwide proved reserves include the proved reserves of its consolidated subsidiaries as well as its proportionate share of the proved reserves of equity affiliates. | | | 2013S-2 | | TOTAL S.A. Form 20-F TOTAL S.A. | | S-22014 |
Changes in oil, bitumen and gas reserves
1.4.1. | Changes in oil, bitumen and gas reserves |
| | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | Consolidated subsidiaries | | (in million barrels of oil equivalent) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | Balance as of December 31, 2010 | | | 1,706 | | | | 3,371 | | | | 1,540 | | | | 574 | | | | 1,099 | | | | 8,290 | | Revisions of previous estimates | | | 117 | | | | (61 | ) | | | (36 | ) | | | (68 | ) | | | (19 | ) | | | (67 | ) | Extensions, discoveries and other | | | 57 | | | | 6 | | | | — | | | | — | | | | 588 | | | | 651 | | Acquisitions of reserves in place | | | 44 | | | | — | | | | 309 | | | | — | | | | 2 | | | | 355 | | Sales of reserves in place | | | — | | | | (65 | ) | | | — | | | | — | | | | — | | | | (65 | ) | Production for the year | | | (187 | ) | | | (237 | ) | | | (75 | ) | | | (56 | ) | | | (93 | ) | | | (648 | ) | Balance as of December 31, 2011 | | | 1,737 | | | | 3,014 | | | | 1,738 | | | | 450 | | | | 1,577 | | | | 8,516 | | Revisions of previous estimates | | | 64 | | | | 65 | | | | 7 | | | | (23 | ) | | | 15 | | | | 128 | | Extensions, discoveries and other | | | 67 | | | | 173 | | | | 110 | | | | 29 | | | | 43 | | | | 422 | | Acquisitions of reserves in place | | | 32 | | | | — | | | | — | | | | — | | | | — | | | | 32 | | Sales of reserves in place | | | (38 | ) | | | (71 | ) | | | (8 | ) | | | — | | | | — | | | | (117 | ) | Production for the year | | | (156 | ) | | | (261 | ) | | | (77 | ) | | | (34 | ) | | | (90 | ) | | | (618 | ) | Balance as of December 31, 2012 | | | 1,706 | | | | 2,920 | | | | 1,770 | | | | 422 | | | | 1,545 | | | | 8,363 | | Revisions of previous estimates | | | 18 | | | | (97 | ) | | | 44 | | | | 11 | | | | 48 | | | | 24 | | Extensions, discoveries and other | | | 12 | | | | 20 | | | | 135 | | | | 2 | | | | 227 | | | | 396 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 132 | | | | 132 | | Sales of reserves in place | | | (51 | ) | | | — | | | | (51 | ) | | | — | | | | — | | | | (102 | ) | Production for the year | | | (143 | ) | | | (243 | ) | | | (74 | ) | | | (31 | ) | | | (97 | ) | | | (588 | ) | Balance as of December 31, 2013 | | | 1,542 | | | | 2,600 | | | | 1,824 | | | | 404 | | | | 1,855 | | | | 8,225 | | | | | | | | Minority interest in proved developed and undeveloped reserves as of | | | | | | | | | | | | | | | | | | | | | | December 31, 2011 | | | — | | | | 98 | | | | — | | | | — | | | | — | | | | 98 | | December 31, 2012 | | | — | | | | 99 | | | | — | | | | — | | | | — | | | | 99 | | December 31, 2013 | | | — | | | | 159 | | | | — | | | | — | | | | — | | | | 159 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | Equity affiliates | | (in million barrels of oil equivalent) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | Balance as of December 31, 2010 | | | — | | | | 107 | | | | 486 | | | | 1,812 | | | | — | | | | 2,405 | | Revisions of previous estimates | | | — | | | | (1 | ) | | | (8 | ) | | | (20 | ) | | | — | | | | (29 | ) | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 779 | | | | 779 | | Sales of reserves in place | | | — | | | | (24 | ) | | | (4 | ) | | | (11 | ) | | | — | | | | (39 | ) | Production for the year | | | — | | | | (4 | ) | | | (18 | ) | | | (152 | ) | | | (35 | ) | | | (209 | ) | Balance as of December 31, 2011 | | | — | | | | 78 | | | | 456 | | | | 1,629 | | | | 744 | | | | 2,907 | | Revisions of previous estimates | | | — | | | | 2 | | | | (39 | ) | | | 5 | | | | 78 | | | | 46 | | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | — | | | | 158 | | | | 158 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 118 | | | | 118 | | Sales of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Production for the year | | | — | | | | — | | | | (15 | ) | | | (146 | ) | | | (63 | ) | | | (224 | ) | Balance as of December 31, 2012 | | | — | | | | 80 | | | | 402 | | | | 1,488 | | | | 1,035 | | | | 3,005 | | Revisions of previous estimates | | | — | | | | (3 | ) | | | (141 | ) | | | (3 | ) | | | 33 | | | | (114 | ) | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | 14 | | | | 622 | | | | 636 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 117 | | | | 117 | | Sales of reserves in place | | | — | | | | — | | | | — | | | | — | | | | (92 | ) | | | (92 | ) | Production for the year | | | — | | | | (1 | ) | | | (13 | ) | | | (164 | ) | | | (73 | ) | | | (251 | ) | Balance as of December 31, 2013 | | | — | | | | 76 | | | | 248 | | | | 1,335 | | | | 1,642 | | | | 3,301 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | Consolidated subsidiaries | | (in million barrels of oil equivalent) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | Balance as of December 31, 2011 | | | 1,737 | | | | 3,014 | | | | 1,738 | | | | 45 | | | | 1,553 | | | | 24 | | | | 8,516 | | Revisions of previous estimates | | | 64 | | | | 65 | | | | 7 | | | | (23 | ) | | | 9 | | | | 6 | | | | 128 | | Extensions, discoveries and other | | | 67 | | | | 173 | | | | 110 | | | | 29 | | | | 40 | | | | 3 | | | | 422 | | Acquisitions of reserves in place | | | 32 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 32 | | Sales of reserves in place | | | (38 | ) | | | (71 | ) | | | (8 | ) | | | — | | | | — | | | | — | | | | (117 | ) | Production for the year | | | (156 | ) | | | (261 | ) | | | (77 | ) | | | (34 | ) | | | (87 | ) | | | (3 | ) | | | (618 | ) | Balance as of December 31, 2012 | | | 1,706 | | | | 2,920 | | | | 1,770 | | | | 422 | | | | 1,515 | | | | 30 | | | | 8,363 | | Revisions of previous estimates | | | 18 | | | | (97 | ) | | | 44 | | | | 11 | | | | 48 | | | | — | | | | 24 | | Extensions, discoveries and other | | | 12 | | | | 20 | | | | 135 | | | | 2 | | | | 226 | | | | 1 | | | | 396 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 132 | | | | — | | | | 132 | | Sales of reserves in place | | | (51 | ) | | | — | | | | (51 | ) | | | — | | | | — | | | | — | | | | (102 | ) | Production for the year | | | (143 | ) | | | (243 | ) | | | (74 | ) | | | (31 | ) | | | (94 | ) | | | (3 | ) | | | (588 | ) | Balance as of December 31, 2013 | | | 1,542 | | | | 2,600 | | | | 1,824 | | | | 404 | | | | 1,827 | | | | 28 | | | | 8,225 | | Revisions of previous estimates | | | 31 | | | | 48 | | | | (11 | ) | | | 7 | | | | 21 | | | | 4 | | | | 100 | | Extensions, discoveries and other | | | 21 | | | | 111 | | | | 151 | | | | 3 | | | | 29 | | | | — | | | | 315 | | Acquisitions of reserves in place | | | 1 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1 | | Sales of reserves in place | | | (26 | ) | | | (21 | ) | | | — | | | | — | | | | (206 | ) | | | — | | | | (253 | ) | Production for the year | | | (133 | ) | | | (240 | ) | | | (76 | ) | | | (32 | ) | | | (91 | ) | | | (3 | ) | | | (575 | ) | Balance as of December 31, 2014 | | | 1,436 | | | | 2,498 | | | | 1,888 | | | | 382 | | | | 1,580 | | | | 29 | | | | 7,813 | | | | | | Minority interest in proved developed and undeveloped reserves as of | | | | | | | | | | | | | | December 31, 2012 | | | — | | | | 99 | | | | — | | | | — | | | | — | | | | — | | | | 99 | | December 31, 2013 | | | — | | | | 159 | | | | — | | | | — | | | | — | | | | — | | | | 159 | | December 31, 2014 | | | — | | | | 146 | | | | — | | | | — | | | | — | | | | — | | | | 146 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | Equity affiliates | | (in million barrels of oil equivalent) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | Balance as of December 31, 2011 | | | — | | | | 78 | | | | 456 | | | | 1,629 | | | | — | | | | 744 | | | | 2,907 | | Revisions of previous estimates | | | — | | | | 2 | | | | (39 | ) | | | 5 | | | | — | | | | 78 | | | | 46 | | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | — | | | | — | | | | 158 | | | | 158 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | 118 | | | | 118 | | Sales of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Production for the year | | | — | | | | — | | | | (15 | ) | | | (146 | ) | | | — | | | | (63 | ) | | | (224 | ) | Balance as of December 31, 2012 | | | — | | | | 80 | | | | 402 | | | | 1,488 | | | | — | | | | 1,035 | | | | 3,005 | | Revisions of previous estimates | | | — | | | | (3 | ) | | | (141 | ) | | | (3 | ) | | | — | | | | 33 | | | | (114 | ) | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | 14 | | | | — | | | | 622 | | | | 636 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | 117 | | | | 117 | | Sales of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | (92 | ) | | | (92 | ) | Production for the year | | | — | | | | (1 | ) | | | (13 | ) | | | (164 | ) | | | — | | | | (73 | ) | | | (251 | ) | Balance as of December 31, 2013 | | | — | | | | 76 | | | | 248 | | | | 1,335 | | | | — | | | | 1,642 | | | | 3,301 | | Revisions of previous estimates | | | — | | | | (2 | ) | | | 2 | | | | (8 | ) | | | — | | | | 6 | | | | (2 | ) | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | 2 | | | | — | | | | 516 | | | | 518 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | 107 | | | | 107 | | Sales of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | (6 | ) | | | (6 | ) | Production for the year | | | — | | | | (1 | ) | | | (14 | ) | | | (110 | ) | | | — | | | | (83 | ) | | | (208 | ) | Balance as of December 31, 2014 | | | — | | | | 73 | | | | 236 | | | | 1,219 | | | | — | | | | 2,182 | | | | 3,710 | |
| | | S-32014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013S-3 |
| | | Consolidated subsidiaries and equity affiliates | | | Consolidated subsidiaries and equity affiliates | | (in million barrels of oil equivalent) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | As of December 31, 2011 | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | 1,737 | | | | 3,092 | | | | 2,194 | | | | 2,079 | | | | 2,321 | | | | 11,423 | | | Consolidated subsidiaries | | | 1,737 | | | | 3,014 | | | | 1,738 | | | | 450 | | | | 1,577 | | | | 8,516 | | | Equity affiliates | | | — | | | | 78 | | | | 456 | | | | 1,629 | | | | 744 | | | | 2,907 | | | Proved developed reserves | | | 894 | | | | 1,660 | | | | 647 | | | | 1,869 | | | | 976 | | | | 6,046 | | | Consolidated subsidiaries | | | 894 | | | | 1,639 | | | | 524 | | | | 371 | | | | 321 | | | | 3,749 | | | Equity affiliates | | | — | | | | 21 | | | | 123 | | | | 1,498 | | | | 655 | | | | 2,297 | | | Proved undeveloped reserves | | | 843 | | | | 1,432 | | | | 1,547 | | | | 210 | | | | 1,345 | | | | 5,377 | | | Consolidated subsidiaries | | | 843 | | | | 1,375 | | | | 1,214 | | | | 79 | | | | 1,256 | | | | 4,767 | | | Equity affiliates | | | — | | | | 57 | | | | 333 | | | | 131 | | | | 89 | | | | 610 | | | As of December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | 1,706 | | | | 3,000 | | | | 2,172 | | | | 1,910 | | | | 2,580 | | | | 11,368 | | | | 1,706 | | | | 3,000 | | | | 2,172 | | | | 1,910 | | | | 1,515 | | | | 1,065 | | | | 11,368 | | Consolidated subsidiaries | | | 1,706 | | | | 2,920 | | | | 1,770 | | | | 422 | | | | 1,545 | | | | 8,363 | | | | 1,706 | | | | 2,920 | | | | 1,770 | | | | 422 | | | | 1,515 | | | | 30 | | | | 8,363 | | Equity affiliates | | | — | | | | 80 | | | | 402 | | | | 1,488 | | | | 1,035 | | | | 3,005 | | | | — | | | | 80 | | | | 402 | | | | 1,488 | | | | — | | | | 1,035 | | | | 3,005 | | Proved developed reserves | | | 827 | | | | 1,584 | | | | 616 | | | | 1,718 | | | | 1,044 | | | | 5,789 | | | | 827 | | | | 1,584 | | | | 616 | | | | 1,718 | | | | 290 | | | | 754 | | | | 5,789 | | Consolidated subsidiaries | | | 827 | | | | 1,563 | | | | 475 | | | | 349 | | | | 313 | | | | 3,527 | | | | 827 | | | | 1,563 | | | | 475 | | | | 349 | | | | 290 | | | | 23 | | | | 3,527 | | Equity affiliates | | | — | | | | 21 | | | | 141 | | | | 1,369 | | | | 731 | | | | 2,262 | | | | — | | | | 21 | | | | 141 | | | | 1,369 | | | | — | | | | 731 | | | | 2,262 | | Proved undeveloped reserves | | | 879 | | | | 1,416 | | | | 1,556 | | | | 192 | | | | 1,536 | | | | 5,579 | | | | 879 | | | | 1,416 | | | | 1,556 | | | | 192 | | | | 1,225 | | | | 311 | | | | 5,579 | | Consolidated subsidiaries | | | 879 | | | | 1,357 | | | | 1,295 | | | | 73 | | | | 1,232 | | | | 4,836 | | | | 879 | | | | 1,357 | | | | 1,295 | | | | 73 | | | | 1,225 | | | | 7 | | | | 4,836 | | Equity affiliates | | | — | | | | 59 | | | | 261 | | | | 119 | | | | 304 | | | | 743 | | | | — | | | | 59 | | | | 261 | | | | 119 | | | | — | | | | 304 | | | | 743 | | As of December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | 1,542 | | | | 2,676 | | | | 2,072 | | | | 1,739 | | | | 3,497 | | | | 11,526 | | | | 1,542 | | | | 2,676 | | | | 2,072 | | | | 1,739 | | | | 1,827 | | | | 1,670 | | | | 11,526 | | Consolidated subsidiaries | | | 1,542 | | | | 2,600 | | | | 1,824 | | | | 404 | | | | 1,855 | | | | 8,225 | | | | 1,542 | | | | 2,600 | | | | 1,824 | | | | 404 | | | | 1,827 | | | | 28 | | | | 8,225 | | Equity affiliates | | | — | | | | 76 | | | | 248 | | | | 1,335 | | | | 1,642 | | | | 3,301 | | | | — | | | | 76 | | | | 248 | | | | 1,335 | | | | — | | | | 1,642 | | | | 3,301 | | Proved developed reserves | | | 766 | | | | 1,469 | | | | 540 | | | | 1,577 | | | | 1,322 | | | | 5,674 | | | | 766 | | | | 1,469 | | | | 540 | | | | 1,577 | | | | 539 | | | | 783 | | | | 5,674 | | Consolidated subsidiaries | | | 766 | | | | 1,452 | | | | 452 | | | | 330 | | | | 560 | | | | 3,560 | | | | 766 | | | | 1,452 | | | | 452 | | | | 330 | | | | 539 | | | | 21 | | | | 3,560 | | Equity affiliates | | | — | | | | 17 | | | | 88 | | | | 1,247 | | | | 762 | | | | 2,114 | | | | — | | | | 17 | | | | 88 | | | | 1,247 | | | | — | | | | 762 | | | | 2,114 | | Proved undeveloped reserves | | | 776 | | | | 1,207 | | | | 1,532 | | | | 162 | | | | 2,175 | | | | 5,852 | | | | 776 | | | | 1,207 | | | | 1,532 | | | | 162 | | | | 1,288 | | | | 887 | | | | 5,852 | | Consolidated subsidiaries | | | 776 | | | | 1,148 | | | | 1,372 | | | | 74 | | | | 1,295 | | | | 4,665 | | | | 776 | | | | 1,148 | | | | 1,372 | | | | 74 | | | | 1,288 | | | | 7 | | | | 4,665 | | Equity affiliates | | | — | | | | 59 | | | | 160 | | | | 88 | | | | 880 | | | | 1,187 | | | | — | | | | 59 | | | | 160 | | | | 88 | | | | — | | | | 880 | | | | 1,187 | | As of December 31, 2014 | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | | 1,436 | | | | 2,571 | | | | 2,124 | | | | 1,601 | | | | 1,580 | | | | 2,211 | | | | 11,523 | | Consolidated subsidiaries | | | | 1,436 | | | | 2,498 | | | | 1,888 | | | | 382 | | | | 1,580 | | | | 29 | | | | 7,813 | | Equity affiliates | | | | — | | | | 73 | | | | 236 | | | | 1,219 | | | | — | | | | 2,182 | | | | 3,710 | | Proved developed reserves | | | | 737 | | | | 1,472 | | | | 535 | | | | 1,442 | | | | 453 | | | | 1,067 | | | | 5,706 | | Consolidated subsidiaries | | | | 737 | | | | 1,455 | | | | 450 | | | | 316 | | | | 453 | | | | 18 | | | | 3,429 | | Equity affiliates | | | | — | | | | 17 | | | | 85 | | | | 1,126 | | | | — | | | | 1,049 | | | | 2,277 | | Proved undeveloped reserves | | | | 699 | | | | 1,099 | | | | 1,589 | | | | 159 | | | | 1,127 | | | | 1,144 | | | | 5,817 | | Consolidated subsidiaries | | | | 699 | | | | 1,043 | | | | 1,438 | | | | 66 | | | | 1,127 | | | | 11 | | | | 4,384 | | Equity affiliates | | | | — | | | | 56 | | | | 151 | | | | 93 | | | | — | | | | 1,133 | | | | 1,433 | |
| | | 2013S-4 | | TOTAL S.A. Form 20-F TOTAL S.A. | | S-42014 |
1.4.2. | Changes in oil reserves |
Changes in oil reserves
The oilOil reserves include crude oil, condensates and natural gas liquids.liquids reserves.
| Proved developed and undeveloped reserves | | Consolidated subsidiaries | | | Consolidated subsidiaries | | (in millions of barrels) | | Europe | | Africa | | Americas | | Middle East | | Asia | | Total | | | Balance as of December 31, 2010 | | | 792 | | | | 2,350 | | | | 79 | | | | 239 | | | | 554 | | | | 4,014 | | | Revisions of previous estimates | | | 49 | | | | (19 | ) | | | 9 | | | | (33 | ) | | | (24 | ) | | | (18 | ) | | Extensions, discoveries and other | | | 17 | | | | 6 | | |
| —
|
| | | — | | | | 58 | | | | 81 | | | Acquisitions of reserves in place | | | 42 | | | | — | | | | — | | | | — | | | | — | | | | 42 | | | Sales of reserves in place | | | — | | | | (57 | ) | | | — | | | | — | | | | — | | | | (57 | ) | | Production for the year | | | (88 | ) | | | (185 | ) | | | (15 | ) | | | (25 | ) | | | (15 | ) | | | (328 | ) | | (in million barrels) | | | Europe | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | Russia | | Total | | Balance as of December 31, 2011 | | | 812 | | | | 2,095 | | | | 73 | | | | 181 | | | | 573 | | | | 3,734 | | | | 812 | | | | 2,095 | | | | 73 | | | | 181 | | | | 553 | | | | 20 | | | | 3,734 | | Revisions of previous estimates | | | 20 | | | | 61 | | | | 10 | | | | 2 | | | | 10 | | | | 103 | | | | 20 | | | | 61 | | | | 10 | | | | 2 | | | | 3 | | | | 7 | | | | 103 | | Extensions, discoveries and other | | | 27 | | | | 148 | | | | 8 | | | | 28 | | | | 6 | | | | 217 | | | | 27 | | | | 148 | | | | 8 | | | | 28 | | | | 3 | | | | 3 | | | | 217 | | Acquisitions of reserves in place | | | 7 | | | | — | | | | — | | | | — | | | | — | | | | 7 | | | | 7 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7 | | Sales of reserves in place | | | (32 | ) | | | (45 | ) | | | (2 | ) | | | — | | | | — | | | | (79 | ) | | | (32 | ) | | | (45 | ) | | | (2 | ) | | | — | | | | — | | | | — | | | | (79 | ) | Production for the year | | | (72 | ) | | | (210 | ) | | | (12 | ) | | | (21 | ) | | | (14 | ) | | | (329 | ) | | | (72 | ) | | | (210 | ) | | | (12 | ) | | | (21 | ) | | | (11 | ) | | | (3 | ) | | | (329 | ) | Balance as of December 31, 2012 | | | 762 | | | | 2,049 | | | | 77 | | | | 190 | | | | 575 | | | | 3,653 | | | | 762 | | | | 2,049 | | | | 77 | | | | 190 | | | | 548 | | | | 27 | | | | 3,653 | | Revisions of previous estimates | | | 19 | | | | 50 | | | | 7 | | | | 7 | | | | 75 | | | | 158 | | | | 19 | | | | 50 | | | | 7 | | | | 7 | | | | 75 | | | | — | | | | 158 | | Extensions, discoveries and other | | | 6 | | | | 19 | | | | 20 | | | | 2 | | | | 21 | | | | 68 | | | | 6 | | | | 19 | | | | 20 | | | | 2 | | | | 20 | | | | 1 | | | | 68 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 34 | | | | 34 | | | | — | | | | — | | | | — | | | | — | | | | 34 | | | | — | | | | 34 | | Sales of reserves in place | | | (49 | ) | | | — | | | | (6 | ) | | | — | | | | — | | | | (55 | ) | | | (49 | ) | | | — | | | | (6 | ) | | | — | | | | — | | | | — | | | | (55 | ) | Production for the year | | | (60 | ) | | | (194 | ) | | | (12 | ) | | | (20 | ) | | | (16 | ) | | | (302 | ) | | | (60 | ) | | | (194 | ) | | | (12 | ) | | | (20 | ) | | | (13 | ) | | | (3 | ) | | | (302 | ) | Balance as of December 31, 2013 | | | 678 | | | | 1,924 | | | | 86 | | | | 179 | | | | 689 | | | | 3,556 | | | | 678 | | | | 1,924 | | | | 86 | | | | 179 | | | | 664 | | | | 25 | | | | 3,556 | | | Minority interest in proved developed and undeveloped reserves as of | | | | | | | | | | | | | December 31, 2011 | | | — | | | | 88 | | | | — | | | | — | | | | — | | | | 88 | | | December 31, 2012 | | | — | | | | 87 | | | | — | | | | — | | | | — | | | | 87 | | | December 31, 2013 | | | — | | | | 140 | | | | — | | | | — | | | | — | | | | 140 | | | | Proved developed and undeveloped reserves | | Equity affiliates | | | (in millions of barrels) | | Europe | | Africa | | Americas | | Middle East | | Asia | | Total | | | Balance as of December 31, 2010 | | | — | | | | 34 | | | | 470 | | | | 680 | | | | — | | | | 1,184 | | | Revisions of previous estimates | | | — | | | | 2 | | | | (6 | ) | | | (12 | ) | | | — | | | | (16 | ) | | | 8 | | | | 33 | | | | 3 | | | | 5 | | | | 10 | | | | 4 | | | | 63 | | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3 | | | | 101 | | | | 14 | | | | 3 | | | | 2 | | | | — | | | | 123 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 51 | | | | 51 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Sales of reserves in place | | | — | | | | (22 | ) | | | (4 | ) | | | (12 | ) | | | — | | | | (38 | ) | | | (11 | ) | | | (20 | ) | | | — | | | | — | | | | (32 | ) | | | — | | | | (63 | ) | Production for the year | | | — | | | | (4 | ) | | | (17 | ) | | | (91 | ) | | | (3 | ) | | | (115 | ) | | | (60 | ) | | | (191 | ) | | | (15 | ) | | | (19 | ) | | | (12 | ) | | | (3 | ) | | | (300 | ) | Balance as of December 31, 2014 | | | | 618 | | | | 1,847 | | | | 88 | | | | 168 | | | | 632 | | | | 26 | | | | 3,379 | | | Minority interest in proved developed and undeveloped reserves as of | | Minority interest in proved developed and undeveloped reserves as of | | | | | | | | | | | | | | December 31, 2012 | | | | — | | | | 87 | | | | — | | | | — | | | | — | | | | — | | | | 87 | | December 31, 2013 | | | | — | | | | 140 | | | | — | | | | — | | | | — | | | | — | | | | 140 | | December 31, 2014 | | | | — | | | | 128 | | | | — | | | | — | | | | — | | | | — | | | | 128 | | | Proved developed and undeveloped reserves | | | Equity affiliates | | (in million barrels) | | | Europe | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | Russia | | Total | | Balance as of December 31, 2011 | | | — | | | | 10 | | | | 443 | | | | 565 | | | | 48 | | | | 1,066 | | | | — | | | | 10 | | | | 443 | | | | 565 | | | | — | | | | 48 | | | | 1,066 | | Revisions of previous estimates | | | — | | | | 5 | | | | (40 | ) | | | 5 | | | | 9 | | | | (21 | ) | | | — | | | | 5 | | | | (40 | ) | | | 5 | | | | — | | | | 9 | | | | (21 | ) | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | — | | | | 51 | | | | 51 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 51 | | | | 51 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 11 | | | | 11 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11 | | | | 11 | | Sales of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Production for the year | | | — | | | | — | | | | (15 | ) | | | (93 | ) | | | (5 | ) | | | (113 | ) | | | — | | | | — | | | | (15 | ) | | | (93 | ) | | | — | | | | (5 | ) | | | (113 | ) | Balance as of December 31, 2012 | | | — | | | | 15 | | | | 388 | | | | 477 | | | | 114 | | | | 994 | | | | — | | | | 15 | | | | 388 | | | | 477 | | | | — | | | | 114 | | | | 994 | | Revisions of previous estimates | | | — | | | | (3 | ) | | | (138 | ) | | | (6 | ) | | | (4 | ) | | | (151 | ) | | | — | | | | (3 | ) | | | (138 | ) | | | (6 | ) | | | — | | | | (4 | ) | | | (151 | ) | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | — | | | | 32 | | | | 32 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 32 | | | | 32 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 13 | | | | 13 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 13 | | | | 13 | | Sales of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Production for the year | | | — | | | | — | | | | (13 | ) | | | (99 | ) | | | (7 | ) | | | (119 | )�� | | | — | | | | — | | | | (13 | ) | | | (99 | ) | | | — | | | | (7 | ) | | | (119 | ) | Balance as of December 31, 2013 | | | — | | | | 12 | | | | 237 | | | | 372 | | | | 148 | | | | 769 | | | | — | | | | 12 | | | | 237 | | | | 372 | | | | — | | | | 148 | | | | 769 | | Revisions of previous estimates | | | | — | | | | (5 | ) | | | 2 | | | | (3 | ) | | | — | | | | (3 | ) | | | (9 | ) | Extensions, discoveries and other | | | | — | | | | — | | | | — | | | | 3 | | | | — | | | | 81 | | | | 84 | | Acquisitions of reserves in place | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9 | | | | 9 | | Sales of reserves in place | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | (1 | ) | Production for the year | | | | — | | | | — | | | | (13 | ) | | | (51 | ) | | | — | | | | (9 | ) | | | (73 | ) | Balance as of December 31, 2014 | | | | — | | | | 7 | | | | 226 | | | | 321 | | | | — | | | | 225 | | | | 779 | |
| | | S-52014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013S-5 |
| | | Consolidated subsidiaries and equity affiliates | | | Consolidated subsidiaries and equity affiliates | | (in millions of barrels) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | | As of December 31, 2011 | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | 812 | | | | 2,105 | | | | 516 | | | | 746 | | | | 621 | | | | 4,800 | | | Consolidated subsidiaries | | | 812 | | | | 2,095 | | | | 73 | | | | 181 | | | | 573 | | | | 3,734 | | | Equity affiliates | | | — | | | | 10 | | | | 443 | | | | 565 | | | | 48 | | | | 1,066 | | | Proved developed reserves | | | 351 | | | | 1,206 | | | | 165 | | | | 565 | | | | 91 | | | | 2,378 | | | Consolidated subsidiaries | | | 351 | | | | 1,202 | | | | 48 | | | | 116 | | | | 50 | | | | 1,767 | | | Equity affiliates | | | — | | | | 4 | | | | 117 | | | | 449 | | | | 41 | | | | 611 | | | Proved undeveloped reserves | | | 461 | | | | 899 | | | | 351 | | | | 181 | | | | 530 | | | | 2,422 | | | Consolidated subsidiaries | | | 461 | | | | 893 | | | | 25 | | | | 65 | | | | 523 | | | | 1,967 | | | Equity affiliates | | | — | | | | 6 | | | | 326 | | | | 116 | | | | 7 | | | | 455 | | | (in million barrels) | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | As of December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | 761 | | | | 2,065 | | | | 465 | | | | 667 | | | | 689 | | | | 4,647 | | | | 762 | | | | 2,064 | | | | 465 | | | | 667 | | | | 548 | | | | 141 | | | | 4,647 | | Consolidated subsidiaries | | | 761 | | | | 2,050 | | | | 77 | | | | 190 | | | | 575 | | | | 3,653 | | | | 762 | | | | 2,049 | | | | 77 | | | | 190 | | | | 548 | | | | 27 | | | | 3,653 | | Equity affiliates | | | — | | | | 15 | | | | 388 | | | | 477 | | | | 114 | | | | 994 | | | | — | | | | 15 | | | | 388 | | | | 477 | | | | — | | | | 114 | | | | 994 | | Proved developed reserves | | | 289 | | | | 1,145 | | | | 179 | | | | 506 | | | | 110 | | | | 2,229 | | | | 289 | | | | 1,145 | | | | 179 | | | | 506 | | | | 34 | | | | 76 | | | | 2,229 | | Consolidated subsidiaries | | | 289 | | | | 1,139 | | | | 44 | | | | 133 | | | | 55 | | | | 1,660 | | | | 289 | | | | 1,139 | | | | 44 | | | | 133 | | | | 34 | | | | 21 | | | | 1,660 | | Equity affiliates | | | — | | | | 6 | | | | 135 | | | | 373 | | | | 55 | | | | 569 | | | | — | | | | 6 | | | | 135 | | | | 373 | | | | — | | | | 55 | | | | 569 | | Proved undeveloped reserves | | | 472 | | | | 920 | | | | 286 | | | | 161 | | | | 579 | | | | 2,418 | | | | 473 | | | | 919 | | | | 286 | | | | 161 | | | | 514 | | | | 65 | | | | 2,418 | | Consolidated subsidiaries | | | 472 | | | | 911 | | | | 33 | | | | 57 | | | | 520 | | | | 1,993 | | | | 473 | | | | 910 | | | | 33 | | | | 57 | | | | 514 | | | | 6 | | | | 1,993 | | Equity affiliates | | | — | | | | 9 | | | | 253 | | | | 104 | | | | 59 | | | | 425 | | | | — | | | | 9 | | | | 253 | | | | 104 | | | | — | | | | 59 | | | | 425 | | As of December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | 678 | | | | 1,936 | | | | 323 | | | | 551 | | | | 837 | | | | 4,325 | | | | 678 | | | | 1,936 | | | | 323 | | | | 551 | | | | 664 | | | | 173 | | | | 4,325 | | Consolidated subsidiaries | | | 678 | | | | 1,924 | | | | 86 | | | | 179 | | | | 689 | | | | 3,556 | | | | 678 | | | | 1,924 | | | | 86 | | | | 179 | | | | 664 | | | | 25 | | | | 3,556 | | Equity affiliates | | | — | | | | 12 | | | | 237 | | | | 372 | | | | 148 | | | | 769 | | | | — | | | | 12 | | | | 237 | | | | 372 | | | | — | | | | 148 | | | | 769 | | Proved developed reserves | | | 274 | | | | 1,068 | | | | 128 | | | | 419 | | | | 304 | | | | 2,193 | | | | 274 | | | | 1,068 | | | | 128 | | | | 419 | | | | 216 | | | | 88 | | | | 2,193 | | Consolidated subsidiaries | | | 274 | | | | 1,064 | | | | 45 | | | | 119 | | | | 235 | | | | 1,737 | | | | 274 | | | | 1,064 | | | | 45 | | | | 119 | | | | 216 | | | | 19 | | | | 1,737 | | Equity affiliates | | | — | | | | 4 | | | | 83 | | | | 300 | | | | 69 | | | | 456 | | | | — | | | | 4 | | | | 83 | | | | 300 | | | | — | | | | 69 | | | | 456 | | Proved undeveloped reserves | | | 404 | | | | 868 | | | | 195 | | | | 132 | | | | 533 | | | | 2,132 | | | | 404 | | | | 868 | | | | 195 | | | | 132 | | | | 448 | | | | 85 | | | | 2,132 | | Consolidated subsidiaries | | | 404 | | | | 860 | | | | 41 | | | | 60 | | | | 454 | | | | 1,819 | | | | 404 | | | | 860 | | | | 41 | | | | 60 | | | | 448 | | | | 6 | | | | 1,819 | | Equity affiliates | | | — | | | | 8 | | | | 154 | | | | 72 | | | | 79 | | | | 313 | | | | — | | | | 8 | | | | 154 | | | | 72 | | | | — | | | | 79 | | | | 313 | | As of December 31, 2014 | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | | 618 | | | | 1.85 | | | | 314 | | | | 489 | | | | 632 | | | | 251 | | | | 4,158 | | Consolidated subsidiaries | | | | 618 | | | | 1.85 | | | | 88 | | | | 168 | | | | 632 | | | | 26 | | | | 3,379 | | Equity affiliates | | | | — | | | | 7 | | | | 226 | | | | 321 | | | | — | | | | 225 | | | | 779 | | Proved developed reserves | | | | 263 | | | | 1.07 | | | | 136 | | | | 377 | | | | 200 | | | | 136 | | | | 2,181 | | Consolidated subsidiaries | | | | 263 | | | | 1.07 | | | | 54 | | | | 117 | | | | 200 | | | | 16 | | | | 1,715 | | Equity affiliates | | | | — | | | | 4 | | | | 82 | | | | 260 | | | | — | | | | 120 | | | | 466 | | Proved undeveloped reserves | | | | 355 | | | | 785 | | | | 178 | | | | 112 | | | | 432 | | | | 115 | | | | 1,977 | | Consolidated subsidiaries | | | | 355 | | | | 782 | | | | 34 | | | | 51 | | | | 432 | | | | 10 | | | | 1,664 | | Equity affiliates | | | | — | | | | 3 | | | | 144 | | | | 61 | | | | — | | | | 105 | | | | 313 | |
| | | 2013S-6 | | TOTAL S.A. Form 20-F TOTAL S.A. | | S-62014 |
Changes in bitumen reserves
1.4.3. | Changes in bitumen reserves |
| Proved developed and undeveloped reserves | | Consolidated subsidiaries | | | Consolidated subsidiaries | | (in millions of barrels) | | Europe | | | Africa | | | Americas | | Middle East | | | Asia | | | Total | | | Balance as of December 31, 2010 | | | – | | | | – | | | | 789 | | | | – | | | | – | | | | 789 | | | Revisions of previous estimates | | | – | | | | – | | | | (109 | ) | | | – | | | | – | | | | (109 | ) | | Extensions, discoveries and other | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | Acquisitions of reserves in place | | | – | | | | – | | | | 308 | | | | – | | | | – | | | | 308 | | | Sales of reserves in place | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | Production for the year | | | – | | | | – | | | | (4 | ) | | | – | | | | – | | | | (4 | ) | | (in million barrels) | | | Europe | | | Africa | | | Americas | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | Balance as of December 31, 2011 | | | – | | | | – | | | | 984 | | | | – | | | | – | | | | 984 | | | | — | | | | — | | | | 984 | | | | — | | | | — | | | | — | | | | 984 | | Revisions of previous estimates | | | – | | | | – | | | | 43 | | | | – | | | | – | | | | 43 | | | | — | | | | — | | | | 43 | | | | — | | | | — | | | | — | | | | 43 | | Extensions, discoveries and other | | | – | | | | – | | | | 15 | | | | – | | | | – | | | | 15 | | | | — | | | | — | | | | 15 | | | | — | | | | — | | | | — | | | | 15 | | Acquisitions of reserves in place | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Sales of reserves in place | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Production for the year | | | – | | | | – | | | | (4 | ) | | | – | | | | – | | | | (4 | ) | | | — | | | | — | | | | (4 | ) | | | — | | | | — | | | | — | | | | (4 | ) | Balance as of December 31, 2012 | | | – | | | | – | | | | 1,038 | | | | – | | | | – | | | | 1,038 | | | | — | | | | — | | | | 1,038 | | | | — | | | | — | | | | — | | | | 1,038 | | Revisions of previous estimates | | | – | | | | – | | | | 2 | | | | – | | | | – | | | | 2 | | | | — | | | | — | | | | 2 | | | | — | | | | — | | | | — | | | | 2 | | Extensions, discoveries and other | | | – | | | | – | | | | 53 | | | | – | | | | – | | | | 53 | | | | — | | | | — | | | | 53 | | | | — | | | | — | | | | — | | | | 53 | | Acquisitions of reserves in place | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Sales of reserves in place | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Production for the year | | | – | | | | – | | | | (5 | ) | | | – | | | | – | | | | (5 | ) | | | — | | | | — | | | | (5 | ) | | | — | | | | — | | | | — | | | | (5 | ) | Balance as of December 31, 2013 | | | – | | | | – | | | | 1,088 | | | | – | | | | – | | | | 1,088 | | | | — | | | | — | | | | 1,088 | | | | — | | | | — | | | | — | | | | 1,088 | | Revisions of previous estimates | | | | — | | | | — | | | | (25 | ) | | | — | | | | — | | | | — | | | | (25 | ) | Extensions, discoveries and other | | | | — | | | | — | | | | 87 | | | | — | | | | — | | | | — | | | | 87 | | Acquisitions of reserves in place | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Sales of reserves in place | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Production for the year | | | | — | | | | — | | | | (5 | ) | | | — | | | | — | | | | — | | | | (5 | ) | Balance as of December 31, 2014 | | | | — | | | | — | | | | 1,145 | | | | — | | | | — | | | | — | | | | 1,145 | | | Proved developed reserves as of | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2011 | | | – | | | | – | | | | 21 | | | | – | | | | – | | | | 21 | | | December 31, 2012 | | | – | | | | – | | | | 18 | | | | – | | | | – | | | | 18 | | | | — | | | | — | | | | 18 | | | | — | | | | — | | | | — | | | | 18 | | December 31, 2013 | | | – | | | | – | | | | 15 | | | | – | | | | – | | | | 15 | | | | — | | | | — | | | | 15 | | | | — | | | | — | | | | — | | | | 15 | | December 31, 2014 | | | | — | | | | — | | | | 17 | | | | — | | | | — | | | | — | | | | 17 | | | Proved undeveloped reserves as of | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2011 | | | – | | | | – | | | | 963 | | | | – | | | | – | | | | 963 | | | December 31, 2012 | | | – | | | | – | | | | 1,020 | | | | – | | | | – | | | | 1,020 | | | | — | | | | — | | | | 1,020 | | | | — | | | | — | | | | — | | | | 1,020 | | December 31, 2013 | | | – | | | | – | | | | 1,073 | | | | – | | | | – | | | | 1,073 | | | | — | | | | — | | | | 1,073 | | | | — | | | | — | | | | — | | | | 1,073 | | December 31, 2014 | | | | — | | | | — | | | | 1,128 | | | | — | | | | — | | | | — | | | | 1,128 | |
There are no bitumen reserves for equity affiliates. There are no minority interests for bitumen reserves. | | | S-72014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013S-7 |
Changes in gas reserves
1.4.4. | Changes in gas reserves |
| Proved developed and undeveloped reserves | | Consolidated subsidiaries | | | Consolidated subsidiaries | | (in billion cubic feet) | | Europe | | Africa | | Americas | | Middle East | | Asia | | Total | | | Europe | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | Russia | | Total | | Balance as of December 31, 2010 | | | 4,962 | | | | 5,314 | | | | 3,806 | | | | 1,867 | | | | 3,194 | | | | 19,143 | | | Revisions of previous estimates | | | 358 | | | | (216 | ) | | | 367 | | | | (180 | ) | | | 1 | | | | 330 | | | Extensions, discoveries and other | | | 211 | | | | — | | | | — | | | | — | | | | 2,824 | | | | 3,035 | | | Acquisitions of reserves in place | | | 11 | | | | — | | | | 7 | | | | — | | | | 13 | | | | 31 | | | Sales of reserves in place | | | — | | | | (46 | ) | | | — | | | | — | | | | — | | | | (46 | ) | | Production for the year | | | (528 | ) | | | (259 | ) | | | (317 | ) | | | (169 | ) | | | (445 | ) | | | (1,718 | ) | | Balance as of December 31, 2011 | | | 5,014 | | | | 4,793 | | | | 3,863 | | | | 1,518 | | | | 5,587 | | | | 20,775 | | | | 5,014 | | | | 4,793 | | | | 3,863 | | | | 1,518 | | | | 5,569 | | | | 18 | | | | 2,078 | | Revisions of previous estimates | | | 268 | | | | 31 | | | | (278 | ) | | | (132 | ) | | | 15 | | | | (96 | ) | | | 268 | | | | 31 | | | | (278 | ) | | | (132 | ) | | | 15 | | | | — | | | | (96 | ) | Extensions, discoveries and other | | | 216 | | | | 127 | | | | 478 | | | | 6 | | | | 195 | | | | 1,022 | | | | 216 | | | | 127 | | | | 478 | | | | 6 | | | | 195 | | | | — | | | | 1,022 | | Acquisitions of reserves in place | | | 138 | | | | — | | | | — | | | | — | | | | — | | | | 138 | | | | 138 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 138 | | Sales of reserves in place | | | (30 | ) | | | (173 | ) | | | (35 | ) | | | — | | | | — | | | | (238 | ) | | | (30 | ) | | | (173 | ) | | | (35 | ) | | | — | | | | — | �� | | | — | | | | (238 | ) | Production for the year | | | (462 | ) | | | (257 | ) | | | (337 | ) | | | (75 | ) | | | (433 | ) | | | (1,564 | ) | | | (462 | ) | | | (257 | ) | | | (337 | ) | | | (75 | ) | | | (432 | ) | | | (1 | ) | | | (1,564 | ) | Balance as of December 31, 2012 | | | 5,144 | | | | 4,521 | | | | 3,691 | | | | 1,317 | | | | 5,364 | | | | 20,037 | | | | 5,144 | | | | 4,521 | | | | 3,691 | | | | 1,317 | | | | 5,347 | | | | 17 | | | | 20,037 | | Revisions of previous estimates | | | (6 | ) | | | (887 | ) | | | 199 | | | | 29 | | | | (186 | ) | | | (851 | ) | | | (6 | ) | | | (887 | ) | | | 199 | | | | 29 | | | | (186 | ) | | | — | | | | (851 | ) | Extensions, discoveries and other | | | 27 | | | | 12 | | | | 336 | | | | — | | | | 1,074 | | | | 1,449 | | | | 27 | | | | 12 | | | | 336 | | | | — | | | | 1,074 | | | | — | | | | 1,449 | | Acquisitions of reserves in place | | | 1 | | | | — | | | | — | | | | — | | | | 506 | | | | 507 | | | | 1 | | | | — | | | | — | | | | — | | | | 506 | | | | — | | | | 507 | | Sales of reserves in place | | | (13 | ) | | | — | | | | (243 | ) | | | — | | | | — | | | | (256 | ) | | | (13 | ) | | | — | | | | (243 | ) | | | — | | | | — | | | | — | | | | (256 | ) | Production for the year | | | (450 | ) | | | (248 | ) | | | (320 | ) | | | (68 | ) | | | (458 | ) | | | (1,544 | ) | | | (450 | ) | | | (248 | ) | | | (320 | ) | | | (68 | ) | | | (457 | ) | | | (1 | ) | | | (1,544 | ) | Balance as of December 31, 2013 | | | 4,703 | | | | 3,398 | | | | 3,663 | | | | 1,278 | | | | 6,300 | | | | 19,342 | | | | 4,703 | | | | 3,398 | | | | 3,663 | | | | 1,278 | | | | 6,284 | | | | 16 | | | | 19,342 | | | Minority interest in proved developed and undeveloped reserves as of | | | December 31, 2011 | | | — | | | | 62 | | | | — | | | | — | | | | — | | | | 62 | | | December 31, 2012 | | | — | | | | 57 | | | | — | | | | — | | | | — | | | | 57 | | | December 31, 2013 | | | — | | | | 87 | | | | — | | | | — | | | | — | | | | 87 | | | | Proved developed and undeveloped reserves | | Equity affiliates | | | (in billion cubic feet) | | Europe | | Africa | | Americas | | Middle East | | Asia | | Total | | | Balance as of December 31, 2010 | | | — | | | | 390 | | | | 91 | | | | 6,164 | | | | — | | | | 6,645 | | | Revisions of previous estimates | | | — | | | | (16 | ) | | | (10 | ) | | | (31 | ) | | | — | | | | (57 | ) | | | 129 | | | | 86 | | | | 54 | | | | 7 | | | | 69 | | | | — | | | | 345 | | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 99 | | | | 56 | | | | 296 | | | | 1 | | | | 154 | | | | — | | | | 606 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 3,865 | | | | 3,865 | | | | 6 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6 | | Sales of reserves in place | | | — | | | | (10 | ) | | | — | | | | — | | | | — | | | | (10 | ) | | | (97 | ) | | | (6 | ) | | | — | | | | — | | | | (941 | ) | | | — | | | | (1,044 | ) | Production for the year | | | — | | | | (1 | ) | | | (2 | ) | | | (331 | ) | | | (167 | ) | | | (501 | ) | | | (398 | ) | | | (250 | ) | | | (320 | ) | | | (68 | ) | | | (451 | ) | | | (1 | ) | | | (1,488 | ) | Balance as of December 31, 2014 | | | | 4,442 | | | | 3,284 | | | | 3,693 | | | | 1,218 | | | | 5,115 | | | | 15 | | | | 17,767 | | | Minority interest in proved developed and undeveloped reserves as of | | Minority interest in proved developed and undeveloped reserves as of | | | | December 31, 2012 | | | | — | | | | 57 | | | | — | | | | — | | | | — | | | | — | | | | 57 | | December 31, 2013 | | | | — | | | | 87 | | | | — | | | | — | | | | — | | | | — | | | | 87 | | December 31, 2014 | | | | — | | | | 91 | | | | — | | | | — | | | | — | | | | — | | | | 91 | | | Proved developed and undeveloped reserves | | | Equity affiliates | | (in billion cubic feet) | | | Europe | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | Russia | | Total | | Balance as of December 31, 2011 | | | — | | | | 363 | | | | 79 | | | | 5,802 | | | | 3,698 | | | | 9,942 | | | | — | | | | 363 | | | | 79 | | | | 5,802 | | | | — | | | | 3,698 | | | | 9,942 | | Revisions of previous estimates | | | — | | | | (21 | ) | | | 5 | | | | (4 | ) | | | 366 | | | | 346 | | | | — | | | | (21 | ) | | | 5 | | | | (4 | ) | | | — | | | | 366 | | | | 346 | | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | — | | | | 578 | | | | 578 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 578 | | | | 578 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 568 | | | | 568 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 568 | | | | 568 | | Sales of reserves in place | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Production for the year | | | — | | | | (1 | ) | | | (2 | ) | | | (287 | ) | | | (304 | ) | | | (594 | ) | | | — | | | | (1 | ) | | | (2 | ) | | | (287 | ) | | | — | | | | (304 | ) | | | (594 | ) | Balance as of December 31, 2012 | | | — | | | | 341 | | | | 82 | | | | 5,511 | | | | 4,906 | | | | 10,840 | | | | — | | | | 341 | | | | 82 | | | | 5,511 | | | | — | | | | 4,906 | | | | 10,840 | | Revisions of previous estimates | | | — | | | | 8 | | | | (18 | ) | | | 16 | | | | 191 | | | | 197 | | | | — | | | | 8 | | | | (18 | ) | | | 16 | | | | — | | | | 191 | | | | 197 | | Extensions, discoveries and other | | | — | | | | — | | | | — | | | | 77 | | | | 3,209 | | | | 3,286 | | | | — | | | | — | | | | — | | | | 77 | | | | — | | | | 3,209 | | | | 3,286 | | Acquisitions of reserves in place | | | — | | | | — | | | | — | | | | — | | | | 553 | | | | 553 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 553 | | | | 553 | | Sales of reserves in place | | | — | | | | — | | | | — | | | | — | | | | (485 | ) | | | (485 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (485 | ) | | | (485 | ) | Production for the year | | | — | | | | (6 | ) | | | (2 | ) | | | (354 | ) | | | (345 | ) | | | (707 | ) | | | — | | | | (6 | ) | | | (2 | ) | | | (354 | ) | | | — | | | | (345 | ) | | | (707 | ) | Balance as of December 31, 2013 | | | — | | | | 343 | | | | 62 | | | | 5,250 | | | | 8,029 | | | | 13,684 | | | | — | | | | 343 | | | | 62 | | | | 5,250 | | | | — | | | | 8,029 | | | | 13,684 | | Revisions of previous estimates | | | | — | | | | 17 | | | | 2 | | | | (25 | ) | | | — | | | | 50 | | | | 44 | | Extensions, discoveries and other | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,328 | | | | 2,328 | | Acquisitions of reserves in place | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 521 | | | | 521 | | Sales of reserves in place | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (28 | ) | | | (28 | ) | Production for the year | | | | — | | | | (4 | ) | | | (2 | ) | | | (328 | ) | | | — | | | | (392 | ) | | | (726 | ) | Balance as of December 31, 2014 | | | | — | | | | 356 | | | | 62 | | | | 4,897 | | | | — | | | | 10,508 | | | | 15,823 | |
| | | 2013S-8 | | TOTAL S.A. Form 20-F TOTAL S.A. | | S-82014 |
| | | Consolidated subsidiaries and equity affiliates | | | Consolidated subsidiaries and equity affiliates | | (in billion cubic feet) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | As of December 31, 2011 | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | 5,014 | | | | 5,156 | | | | 3,942 | | | | 7,320 | | | | 9,285 | | | | 30,717 | | | Consolidated subsidiaries | | | 5,014 | | | | 4,793 | | | | 3,863 | | | | 1,518 | | | | 5,587 | | | | 20,775 | | | Equity affiliates | | | — | | | | 363 | | | | 79 | | | | 5,802 | | | | 3,698 | | | | 9,942 | | | Proved developed reserves | | | 2,943 | | | | 2,308 | | | | 2,600 | | | | 7,170 | | | | 4,854 | | | | 19,875 | | | Consolidated subsidiaries | | | 2,943 | | | | 2,216 | | | | 2,567 | | | | 1,450 | | | | 1,594 | | | | 10,770 | | | Equity affiliates | | | — | | | | 92 | | | | 33 | | | | 5,720 | | | | 3,260 | | | | 9,105 | | | Proved undeveloped reserves | | | 2,071 | | | | 2,848 | | | | 1,342 | | | | 150 | | | | 4,431 | | | | 10,842 | | | Consolidated subsidiaries | | | 2,071 | | | | 2,577 | | | | 1,296 | | | | 68 | | | | 3,993 | | | | 10,005 | | | Equity affiliates | | | — | | | | 271 | | | | 46 | | | | 82 | | | | 438 | | | | 837 | | | As of December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | 5,144 | | | | 4,862 | | | | 3,773 | | | | 6,828 | | | | 10,270 | | | | 30,877 | | | | 5,144 | | | | 4,862 | | | | 3,773 | | | | 6,828 | | | | 5,347 | | | | 4,923 | | | | 30,877 | | Consolidated subsidiaries | | | 5,144 | | | | 4,521 | | | | 3,691 | | | | 1,317 | | | | 5,364 | | | | 20,037 | | | | 5,144 | | | | 4,521 | | | | 3,691 | | | | 1,317 | | | | 5,347 | | | | 17 | | | | 20,037 | | Equity affiliates | | | — | | | | 341 | | | | 82 | | | | 5,511 | | | | 4,906 | | | | 10,840 | | | | — | | | | 341 | | | | 82 | | | | 5,511 | | | | — | | | | 4,906 | | | | 10,840 | | Proved developed reserves | | | 2,927 | | | | 2,192 | | | | 2,356 | | | | 6,656 | | | | 5,115 | | | | 19,246 | | | | 2,927 | | | | 2,192 | | | | 2,356 | | | | 6,656 | | | | 1,513 | | | | 3,602 | | | | 19,246 | | Consolidated subsidiaries | | | 2,927 | | | | 2,110 | | | | 2,316 | | | | 1,240 | | | | 1,526 | | | | 10,119 | | | | 2,927 | | | | 2,110 | | | | 2,316 | | | | 1,240 | | | | 1,513 | | | | 13 | | | | 10,119 | | Equity affiliates | | | — | | | | 82 | | | | 40 | | | | 5,416 | | | | 3,589 | | | | 9,127 | | | | — | | | | 82 | | | | 40 | | | | 5,416 | | | | — | | | | 3,589 | | | | 9,127 | | Proved undeveloped reserves | | | 2,217 | | | | 2,670 | | | | 1,417 | | | | 172 | | | | 5,155 | | | | 11,631 | | | | 2,217 | | | | 2,670 | | | | 1,417 | | | | 172 | | | | 3,834 | | | | 1,321 | | | | 11,631 | | Consolidated subsidiaries | | | 2,217 | | | | 2,411 | | | | 1,375 | | | | 77 | | | | 3,838 | | | | 9,918 | | | | 2,217 | | | | 2,411 | | | | 1,375 | | | | 77 | | | | 3,834 | | | | 4 | | | | 9,918 | | Equity affiliates | | | — | | | | 259 | | | | 42 | | | | 95 | | | | 1,317 | | | | 1,713 | | | | — | | | | 259 | | | | 42 | | | | 95 | | | | — | | | | 1,317 | | | | 1,713 | | As of December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | 4,703 | | | | 3,741 | | | | 3,725 | | | | 6,528 | | | | 14,329 | | | | 33,026 | | | | 4,703 | | | | 3,741 | | | | 3,725 | | | | 6,528 | | | | 6,284 | | | | 8,045 | | | | 33,026 | | Consolidated subsidiaries | | | 4,703 | | | | 3,398 | | | | 3,663 | | | | 1,278 | | | | 6,300 | | | | 19,342 | | | | 4,703 | | | | 3,398 | | | | 3,663 | | | | 1,278 | | | | 6,284 | | | | 16 | | | | 19,342 | | Equity affiliates | | | — | | | | 343 | | | | 62 | | | | 5,250 | | | | 8,029 | | | | 13,684 | | | | — | | | | 343 | | | | 62 | | | | 5,250 | | | | — | | | | 8,029 | | | | 13,684 | | Proved developed reserves | | | 2,687 | | | | 2,009 | | | | 2,240 | | | | 6,366 | | | | 5,514 | | | | 18,816 | | | | 2,687 | | | | 2,009 | | | | 2,240 | | | | 6,366 | | | | 1,821 | | | | 3,693 | | | | 18,816 | | Consolidated subsidiaries | | | 2,687 | | | | 1,937 | | | | 2,210 | | | | 1,210 | | | | 1,834 | | | | 9,878 | | | | 2,687 | | | | 1,937 | | | | 2,210 | | | | 1,210 | | | | 1,821 | | | | 13 | | | | 9,878 | | Equity affiliates | | | — | | | | 72 | | | | 30 | | | | 5,156 | | | | 3,680 | | | | 8,938 | | | | — | | | | 72 | | | | 30 | | | | 5,156 | | | | — | | | | 3,680 | | | | 8,938 | | Proved undeveloped reserves | | | 2,016 | | | | 1,732 | | | | 1,485 | | | | 162 | | | | 8,815 | | | | 14,210 | | | | 2,016 | | | | 1,732 | | | | 1,485 | | | | 162 | | | | 4,463 | | | | 4,352 | | | | 14,210 | | Consolidated subsidiaries | | | 2,016 | | | | 1,461 | | | | 1,453 | | | | 68 | | | | 4,466 | | | | 9,464 | | | | 2,016 | | | | 1,461 | | | | 1,453 | | | | 68 | | | | 4,463 | | | | 3 | | | | 9,464 | | Equity affiliates | | | — | | | | 271 | | | | 32 | | | | 94 | | | | 4,349 | | | | 4,746 | | | | — | | | | 271 | | | | 32 | | | | 94 | | | | — | | | | 4,349 | | | | 4,746 | | As of December 31, 2014 | | | | | | | | | | | | | | | | Proved developed and undeveloped reserves | | | | 4,442 | | | | 3,640 | | | | 3,755 | | | | 6,115 | | | | 5,115 | | | | 10,523 | | | | 33,590 | | Consolidated subsidiaries | | | | 4,442 | | | | 3,284 | | | | 3,693 | | | | 1,218 | | | | 5,115 | | | | 15 | | | | 17,767 | | Equity affiliates | | | | — | | | | 356 | | | | 62 | | | | 4,897 | | | | — | | | | 10,508 | | | | 15,823 | | Proved developed reserves | | | | 2,578 | | | | 2,019 | | | | 2,167 | | | | 5,866 | | | | 1,444 | | | | 4,959 | | | | 19,033 | | Consolidated subsidiaries | | | | 2,578 | | | | 1,952 | | | | 2,145 | | | | 1,144 | | | | 1,444 | | | | 9 | | | | 9,272 | | Equity affiliates | | | | — | | | | 67 | | | | 22 | | | | 5 | | | | — | | | | 4,950 | | | | 9,761 | | Proved undeveloped reserves | | | | 1,864 | | | | 1,621 | | | | 1,588 | | | | 249 | | | | 3,671 | | | | 5,564 | | | | 14,557 | | Consolidated subsidiaries | | | | 1,864 | | | | 1,332 | | | | 1,548 | | | | 74 | | | | 3,671 | | | | 6 | | | | 8,495 | | Equity affiliates | | | | — | | | | 289 | | | | 40 | | | | 175 | | | | — | | | | 5,558 | | | | 6,062 | |
| | | S-92014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013S-9 |
RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES
1.5. | Results of operations for oil and gas producing activities |
The following tables do not include revenues and expenses related to oil and gas transportation activities and LNG liquefaction and transportation activities. | | | Consolidated subsidiaries | | | | Consolidated subsidiaries | | (in millions of euros) | | Europe | | Africa | | Americas | | Middle East | | Asia | | Total | | | 2011 | | | | | | | | | | | | | | Non-Group sales | | | 3,116 | | | | 3,188 | | | | 776 | | | | 1,159 | | | | 3,201 | | | | 11,440 | | | Group sales | | | 7,057 | | | | 11,365 | | | | 764 | | | | 737 | | | | 712 | | | | 20,635 | | | (M$) | | (M$) | | Europe | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | Russia | | Total | | 2012 | | | | | | | | | | | | | | | | | | Revenues | | | Non-Group sales | | | 2,552 | | | | 5,638 | | | | 1,244 | | | | 929 | | | | 4,508 | | | | — | | | | 14,871 | | | | | Group sales | | | 8,809 | | | | 17,268 | | | | 820 | | | | 1,298 | | | | 750 | | | | 265 | | | | 29,210 | | Total Revenues | | | 10,173 | | | | 14,553 | | | | 1,540 | | | | 1,896 | | | | 3,913 | | | | 32,075 | | Total Revenues | | | 11,361 | | | | 22,906 | | | | 2,064 | | | | 2,227 | | | | 5,258 | | | | 265 | | | | 44,081 | | Production costs | | | (1,235 | ) | | | (1,179 | ) | | | (250 | ) | | | (286 | ) | | | (304 | ) | | | (3,254 | ) | Production costs | | | (1,693 | ) | | | (1,853 | ) | | | (381 | ) | | | (437 | ) | | | (469 | ) | | | (39 | ) | | | (4,872 | ) | Exploration expenses | | | (343 | ) | | | (323 | ) | | | (48 | ) | | | (11 | ) | | | (294 | ) | | | (1,019 | ) | Exploration expenses | | | (620 | ) | | | (469 | ) | | | (436 | ) | | | (23 | ) | | | (306 | ) | | | (3 | ) | | | (1,857 | ) | Depreciation, depletion and amortization and valuation allowances | | | (1,336 | ) | | | (1,845 | ) | | | (352 | ) | | | (278 | ) | | | (791 | ) | | | (4,602 | ) | Depreciation, depletion and amortization and valuation allowances | | | (2,551 | ) | | | (3,308 | ) | | | (2,002 | ) | | | (588 | ) | | | (1,130 | ) | | | (75 | ) | | | (9,654 | ) | Other expenses(a) | | | (307 | ) | | | (1,181 | ) | | | (274 | ) | | | (276 | ) | | | (95 | ) | | | (2,133 | ) | | Other expenses(a) | | Other expenses(a) | | | (419 | ) | | | (1,742 | ) | | | (496 | ) | | | (204 | ) | | | (133 | ) | | | (31 | ) | | | (3,025 | ) | Pre-tax income from producing activities | | | 6,952 | | | | 10,025 | | | | 616 | | | | 1,045 | | | | 2,429 | | | | 21,067 | | Pre-tax income from producing activities | | | 6,078 | | | | 15,534 | | | | (1,251 | ) | | | 975 | | | | 3,220 | | | | 117 | | | | 24,673 | | Income tax | | | (5,059 | ) | | | (6,484 | ) | | | (293 | ) | | | (465 | ) | | | (1,302 | ) | | | (13,603 | ) | Income tax | | | (4,469 | ) | | | (9,485 | ) | | | 291 | | | | (496 | ) | | | (1,572 | ) | | | (53 | ) | | | (15,784 | ) | Results of oil and gas producing activities | | | 1,893 | | | | 3,541 | | | | 323 | | | | 580 | | | | 1,127 | | | | 7,464 | | Results of oil and gas producing activities | | | 1,609 | | | | 6,049 | | | | (960 | ) | | | 479 | | | | 1,648 | | | | 64 | | | | 8,889 | | 2012 | | | | | | | | | | | | | | Non-Group sales | | | 1,986 | | | | 4,388 | | | | 968 | | | | 723 | | | | 3,509 | | | | 11,574 | | | Group sales | | | 6,857 | | | | 13,440 | | | | 639 | | | | 1,010 | | | | 790 | | | | 22,736 | | | 2013 | | | | | | | | | | | | | | | | | | Revenues | | | Non-Group sales | | | 2,170 | | | | 4,575 | | | | 1,331 | | | | 1,079 | | | | 4,626 | | | | — | | | | 13,781 | | | | | Group sales | | | 7,749 | | | | 16,072 | | | | 808 | | | | 901 | | | | 742 | | | | 268 | | | | 26,540 | | Total Revenues | | | 8,843 | | | | 17,828 | | | | 1,607 | | | | 1,733 | | | | 4,299 | | | | 34,310 | | Total Revenues | | | 9,919 | | | | 20,647 | | | | 2,139 | | | | 1,980 | | | | 5,368 | | | | 268 | | | | 40,321 | | Production costs | | | (1,318 | ) | | | (1,442 | ) | | | (297 | ) | | | (340 | ) | | | (395 | ) | | | (3,792 | ) | Production costs | | | (1,762 | ) | | | (1,974 | ) | | | (415 | ) | | | (498 | ) | | | (546 | ) | | | (39 | ) | | | (5,234 | ) | Exploration expenses | | | (483 | ) | | | (365 | ) | | | (339 | ) | | | (18 | ) | | | (241 | ) | | | (1,446 | ) | Exploration expenses | | | (483 | ) | | | (583 | ) | | | (539 | ) | | | (165 | ) | | | (395 | ) | | | (4 | ) | | | (2,169 | ) | Depreciation, depletion and amortization and valuation allowances | | | (1,986 | ) | | | (2,574 | ) | | | (1,558 | ) | | | (458 | ) | | | (938 | ) | | | (7,514 | ) | Depreciation, depletion and amortization and valuation allowances | | | (1,817 | ) | | | (3,433 | ) | | | (1,214 | ) | | | (725 | ) | | | (1,607 | ) | | | (85 | ) | | | (8,881 | ) | Other expenses(a) | | | (326 | ) | | | (1,356 | ) | | | (386 | ) | | | (159 | ) | | | (128 | ) | | | (2,355 | ) | | Other expenses(a) | | Other expenses(a) | | | (493 | ) | | | (1,578 | ) | | | (434 | ) | | | (106 | ) | | | (149 | ) | | | (33 | ) | | | (2,793 | ) | Pre-tax income from producing activities | | | 4,730 | | | | 12,091 | | | | (973 | ) | | | 758 | | | | 2,597 | | | | 19,203 | | Pre-tax income from producing activities | | | 5,364 | | | | 13,079 | | | | (463 | ) | | | 486 | | | | 2,671 | | | | 107 | | | | 21,244 | | Income tax | | | (3,478 | ) | | | (7,383 | ) | | | 226 | | | | (386 | ) | | | (1,264 | ) | | | (12,285 | ) | Income tax | | | (3,621 | ) | | | (8,281 | ) | | | 56 | | | | (419 | ) | | | (1,362 | ) | | | (46 | ) | | | (13,673 | ) | Results of oil and gas producing activities | | | 1,252 | | | | 4,708 | | | | (747 | ) | | | 372 | | | | 1,333 | | | | 6,918 | | Results of oil and gas producing activities | | | 1,743 | | | | 4,798 | | | | (407 | ) | | | 67 | | | | 1,309 | | | | 61 | | | | 7,571 | | 2013 | | | | Non-Group sales | | | 1,634 | | | | 3,445 | | | | 1,003 | | | | 812 | | | | 3,483 | | | | 10,377 | | | Group sales | | | 5,834 | | | | 12,101 | | | | 608 | | | | 679 | | | | 761 | | | | 19,983 | | | 2014 | | | | | Revenues | | | Non-Group sales | | | 2,073 | | | | 3,561 | | | | 1,195 | | | | 804 | | | | 4,423 | | | | — | | | | 12,056 | | | | | Group sales | | | 5,966 | | | | 13,386 | | | | 971 | | | | 972 | | | | 742 | | | | 236 | | | | 22,273 | | Total Revenues | | | 7,468 | | | | 15,546 | | | | 1,611 | | | | 1,491 | | | | 4,244 | | | | 30,360 | | Total Revenues | | | 8,039 | | | | 16,947 | | | | 2,166 | | | | 1,776 | | | | 5,165 | | | | 236 | | | | 34,329 | | Production costs | | | (1,327 | ) | | | (1,486 | ) | | | (313 | ) | | | (375 | ) | | | (440 | ) | | | (3,941 | ) | Production costs | | | (1,729 | ) | | | (2,221 | ) | | | (466 | ) | | | (503 | ) | | | (738 | ) | | | (44 | ) | | | (5,701 | ) | Exploration expenses | | | (363 | ) | | | (439 | ) | | | (406 | ) | | | (124 | ) | | | (301 | ) | | | (1,633 | ) | Exploration expenses | | | (617 | ) | | | (631 | ) | | | (183 | ) | | | (144 | ) | | | (381 | ) | | | (9 | ) | | | (1,965 | ) | Depreciation, depletion and amortization and valuation allowances | | | (1,368 | ) | | | (2,585 | ) | | | (914 | ) | | | (546 | ) | | | (1,274 | ) | | | (6,687 | ) | Depreciation, depletion and amortization and valuation allowances | | | (1,988 | ) | | | (4,750 | ) | | | (5,717 | ) | | | (545 | ) | | | (2,058 | ) | | | (97 | ) | | | (15,155 | ) | Other expenses(a) | | | (371 | ) | | | (1,188 | ) | | | (327 | ) | | | (80 | ) | | | (137 | ) | | | (2,103 | ) | | Other expenses(a) | | Other expenses(a) | | | (419 | ) | | | (1,375 | ) | | | (402 | ) | | | (114 | ) | | | (167 | ) | | | (29 | ) | | | (2,506 | ) | Pre-tax income from producing activities | | | 4,039 | | | | 9,848 | | | | (349 | ) | | | 366 | | | | 2,092 | | | | 15,996 | | Pre-tax income from producing activities | | | 3,286 | | | | 7,970 | | | | (4,602 | ) | | | 470 | | | | 1,821 | | | | 57 | | | | 9,002 | | Income tax | | | (2,726 | ) | | | (6,235 | ) | | | 42 | | | | (316 | ) | | | (1,061 | ) | | | (10,296 | ) | Income tax | | | (1,683 | ) | | | (6,066 | ) | | | 882 | | | | (334 | ) | | | (1,159 | ) | | | (32 | ) | | | (8,392 | ) | Results of oil and gas producing activities | | | 1,313 | | | | 3,613 | | | | (307 | ) | | | 50 | | | | 1,031 | | | | 5,700 | | Results of oil and gas producing activities | | | 1,603 | | | | 1,904 | | | | (3,720 | ) | | | 136 | | | | 662 | | | | 25 | | | | 610 | |
(a) | IncludedIncluding production taxes and accretion expense as provided for by IAS 37 (€338($502 million in 2011,€3912012, $566 million in 2012,€4262013, $526 million in 2013).2014)
|
| | | 2013S-10 | | TOTAL S.A. Form 20-F TOTAL S.A. | | S-102014 |
| | | Equity affiliates | | | | Equity affiliates | | (in millions of euros) | | Europe | | | Africa | | Americas | | Middle East | | Asia | | Total | | | 2011 | | | | | | | | | | | | | | Non-Group sales | | | — | | | | 26 | | | | 15 | | | | 1,080 | | | | 256 | | | | 1,377 | | | Group sales | | | — | | | | — | | | | 831 | | | | 6,804 | | | | — | | | | 7,635 | | | Total Revenues | | | — | | | | 26 | | | | 846 | | | | 7,884 | | | | 256 | | | | 9,012 | | | Production costs | | | — | | | | (7 | ) | | | (48 | ) | | | (250 | ) | | | (28 | ) | | | (333 | ) | | Exploration expenses | | | — | | | | — | | | | — | | | | — | | | | (4 | ) | | | (4 | ) | | Depreciation, depletion and amortization and valuation allowances | | | — | | | | (7 | ) | | | (44 | ) | | | (225 | ) | | | (109 | ) | | | (385 | ) | | Other expenses | | | — | | | | — | | | | (550 | ) | | | (6,101 | ) | | | (36 | ) | | | (6,687 | ) | | Pre-tax income from producing activities | | | — | | | | 12 | | | | 204 | | | | 1,308 | | | | 79 | | | | 1,603 | | | Income tax | | | — | | | | — | | | | (95 | ) | | | (285 | ) | | | (34 | ) | | | (414 | ) | | Results of oil and gas producing activities | | | — | | | | 12 | | | | 109 | | | | 1,023 | | | | 45 | | | | 1,189 | | | (M$) | | (M$) | | Europe | | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | | Russia | | Total | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-Group sales | | | — | | | | — | | | | — | | | | 1,085 | | | | 780 | | | | 1,865 | | | Group sales | | | — | | | | — | | | | 1,234 | | | | 7,850 | | | | (323 | ) | | | 8,761 | | | Revenues | | | Non-Group sales | | | — | | | | — | | | | — | | | | 1,394 | | | | — | | | | 1,002 | | | | 2,396 | | | | | Group sales | | | — | | | | — | | | | 1,586 | | | | 10,086 | | | | — | | | | (416 | ) | | | 11,256 | | Total Revenues | | | — | | | | — | | | | 1,234 | | | | 8,935 | | | | 457 | | | | 10,626 | | Total Revenues | | | — | | | | — | | | | 1,586 | | | | 11,480 | | | | — | | | | 586 | | | | 13,652 | | Production costs | | | — | | | | — | | | | (125 | ) | | | (289 | ) | | | (88 | ) | | | (502 | ) | Production costs | | | — | | | | — | | | | (161 | ) | | | (371 | ) | | | — | | | | (113 | ) | | | (645 | ) | Exploration expenses | | | — | | | | — | | | | — | | | | — | | | | (3 | ) | | | (3 | ) | Exploration expenses | | | — | | | | — | | | | — | | | | — | | | | — | | | | (4 | ) | | | (4 | ) | Depreciation, depletion and amortization and valuation allowances | | | — | | | | — | | | | (60 | ) | | | (299 | ) | | | (227 | ) | | | (586 | ) | Depreciation, depletion and amortization and valuation allowances | | | — | | | | — | | | | (77 | ) | | | (385 | ) | | | — | | | | (291 | ) | | | (753 | ) | Other expenses | | | — | | | | — | | | | (754 | ) | | | (6,924 | ) | | | (54 | ) | | | (7,732 | ) | Other expenses | | | — | | | | — | | | | (969 | ) | | | (8,896 | ) | | | — | | | | (68 | ) | | | (9,933 | ) | Pre-tax income from producing activities | | | — | | | | — | | | | 295 | | | | 1,423 | | | | 85 | | | | 1,803 | | Pre-tax income from producing activities | | | — | | | | — | | | | 379 | | | | 1,828 | | | | — | | | | 110 | | | | 2,317 | | Income tax | | | — | | | | — | | | | (63 | ) | | | (303 | ) | | | (51 | ) | | | (417 | ) | Income tax | | | — | | | | — | | | | (80 | ) | | | (390 | ) | | | — | | | | (66 | ) | | | (536 | ) | Results of oil and gas producing activities | | | — | | | | — | | | | 232 | | | | 1,120 | | | | 34 | | | | 1,386 | | Results of oil and gas producing activities | | | — | | | | — | | | | 299 | | | | 1,438 | | | | — | | | | 44 | | | | 1,781 | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-Group sales | | | — | | | | — | | | | — | | | | 1,521 | | | | 569 | | | | 2,090 | | | Group sales | | | — | | | | — | | | | 752 | | | | 7,748 | | | | 10 | | | | 8,510 | | | Revenues | | | Non-Group sales | | | — | | | | — | | | | — | | | | 2,020 | | | | — | | | | 756 | | | | 2,776 | | | | | Group sales | | | — | | | | — | | | | 999 | | | | 10,289 | | | | — | | | | 14 | | | | 11,302 | | Total Revenues | | | — | | | | — | | | | 752 | | �� | | 9,269 | | | | 579 | | | | 10,600 | | Total Revenues | | | — | | | | — | | | | 999 | | | | 12,309 | | | | — | | | | 770 | | | | 14,078 | | Production costs | | | — | | | | — | | | | (81 | ) | | | (362 | ) | | | (41 | ) | | | (484 | ) | Production costs | | | — | | | | — | | | | (107 | ) | | | (481 | ) | | | — | | | | (55 | ) | | | (643 | ) | Exploration expenses | | | — | | | | — | | | | — | | | | — | | | | (2 | ) | | | (2 | ) | Exploration expenses | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3 | ) | | | (3 | ) | Depreciation, depletion and amortization and valuation allowances | | | — | | | | — | | | | (34 | ) | | | (350 | ) | | | (194 | ) | | | (578 | ) | Depreciation, depletion and amortization and valuation allowances | | | — | | | | — | | | | (45 | ) | | | (464 | ) | | | — | | | | (259 | ) | | | (768 | ) | Other expenses | | | — | | | | — | | | | (481 | ) | | | (6,741 | ) | | | (91 | ) | | | (7,313 | ) | Other expenses | | | — | | | | — | | | | (639 | ) | | | (8,952 | ) | | | — | | | | (121 | ) | | | (9,712 | ) | Pre-tax income from producing activities | | | — | | | | — | | | | 156 | | | | 1,816 | | | | 251 | | | | 2,223 | | Pre-tax income from producing activities | | | — | | | | — | | | | 208 | | | | 2,412 | | | | — | | | | 332 | | | | 2,952 | | Income tax | | | — | | | | — | | | | (77 | ) | | | (410 | ) | | | (83 | ) | | | (570 | ) | Income tax | | | — | | | | — | | | | (103 | ) | | | (545 | ) | | | — | | | | (109 | ) | | | (757 | ) | Results of oil and gas producing activities | | | — | | | | — | | | | 79 | | | | 1,406 | | | | 168 | | | | 1,653 | | Results of oil and gas producing activities | | | — | | | | — | | | | 105 | | | | 1,867 | | | | — | | | | 223 | | | | 2,195 | | 2014 | | | | | | | | | Revenues | | | Non-Group sales | | | — | | | | — | | | | — | | | | 2,094 | | | | — | | | | 1,117 | | | | 3,211 | | | | | Group sales | | | — | | | | (21 | ) | | | 885 | | | | 4,854 | | | | — | | | | (249 | ) | | | 5,469 | | Total Revenues | | Total Revenues | | | — | | | | (21 | ) | | | 885 | | | | 6,948 | | | | — | | | | 868 | | | | 8,680 | | Production costs | | Production costs | | | — | | | | — | | | | (123 | ) | | | (311 | ) | | | — | | | | (121 | ) | | | (555 | ) | Exploration expenses | | Exploration expenses | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | (1 | ) | Depreciation, depletion and amortization and valuation allowances | | Depreciation, depletion and amortization and valuation allowances | | | — | | | | — | | | | (87 | ) | | | (304 | ) | | | — | | | | (54 | ) | | | (445 | ) | Other expenses | | Other expenses | | | — | | | | — | | | | (537 | ) | | | (3,806 | ) | | | — | | | | (142 | ) | | | (4,485 | ) | Pre-tax income from producing activities | | Pre-tax income from producing activities | | | — | | | | (21 | ) | | | 138 | | | | 2,527 | | | | — | | | | 550 | | | | 3,194 | | Income tax | | Income tax | | | — | | | | — | | | | (207 | ) | | | (689 | ) | | | — | | | | (140 | ) | | | (1,036 | ) | Results of oil and gas producing activities | | Results of oil and gas producing activities | | | — | | | | (21 | ) | | | (69 | ) | | | 1,838 | | | | — | | | | 410 | | | | 2,158 | |
| | | S-112014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013S-11 |
COST INCURRED
The following tables set forth the costs incurred in the Group’s oil and gas property acquisition, exploration and development activities, including both capitalized and expensed amounts. They do not include costs incurred related to oil and gas transportation and LNG liquefaction and transportation activities. | | | Consolidated subsidiaries | | | Consolidated subsidiaries | | (in millions of euros) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | Total | | | 2011 | | | | | | | | | | | | | | Proved property acquisition | | | 298 | | | | 10 | | | | 413 | | | | 2 | | | | 251 | | | | 974 | | | Unproved property acquisition | | | 1 | | | | 397 | | | | 1,692 | | | | 3 | | | | 14 | | | | 2,107 | | | Exploration costs | | | 505 | | | | 384 | | | | 254 | | | | 17 | | | | 417 | | | | 1,577 | | | Development costs(a) | | | 2,352 | | | | 3,895 | | | | 1,314 | | | | 329 | | | | 2,823 | | | | 10,713 | | | Total cost incurred | | | 3,156 | | | | 4,686 | | | | 3,673 | | | | 351 | | | | 3,505 | | | | 15,371 | | | (M$) | | | Europe | | | Africa | | | Americas | | | Middle East | | Asia (excl. Russia) | | | Russia | | Total | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved property acquisition | | | 202 | | | | 27 | | | | — | | | | — | | | | 12 | | | | 241 | | | | 259 | | | | 35 | | | | — | | | | — | | | | 16 | | | | — | | | | 310 | | Unproved property acquisition | | | 40 | | | | 1,362 | | | | 384 | | | | 176 | | | | 26 | | | | 1,988 | | | | 52 | | | | 1,749 | | | | 494 | | | | 226 | | | | 33 | | | | — | | | | 2,554 | | Exploration costs | | | 598 | | | | 578 | | | | 571 | | | | 35 | | | | 340 | | | | 2,122 | | | | 768 | | | | 742 | | | | 734 | | | | 45 | | | | 434 | | | | 3 | | | | 2,726 | | Development costs(a) | | | 3,183 | | | | 4,330 | | | | 1,830 | | | | 307 | | | | 3,331 | | | | 12,981 | | | | 4,090 | | | | 5,563 | | | | 2,351 | | | | 394 | | | | 4,172 | | | | 107 | | | | 16,677 | | Total cost incurred | | | 4,023 | | | | 6,297 | | | | 2,785 | | | | 518 | | | | 3,709 | | | | 17,332 | | | | 5,169 | | | | 8,089 | | | | 3,579 | | | | 665 | | | | 4,655 | | | | 110 | | | | 22,267 | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved property acquisition | | | — | | | | 131 | | | | — | | | | 2 | | | | 367 | | | | 500 | | | | — | | | | 175 | | | | — | | | | 3 | | | | 487 | | | | — | | | | 665 | | Unproved property acquisition | | | 13 | | | | 386 | | | | 1,584 | | | | 64 | | | | 64 | | | | 2,111 | | | | 17 | | | | 512 | | | | 2,105 | | | | 85 | | | | 85 | | | | — | | | | 2,804 | | Exploration costs | | | 511 | | | | 669 | | | | 441 | | | | 174 | | | | 408 | | | | 2,203 | | | | 679 | | | | 889 | | | | 585 | | | | 231 | | | | 538 | | | | 4 | | | | 2,926 | | Development costs(a) | | | 3,945 | | | | 6,434 | | | | 2,403 | | | | 349 | | | | 4,212 | | | | 17,343 | | | | 5,239 | | | | 8,545 | | | | 3,191 | | | | 464 | | | | 5,447 | | | | 147 | | | | 23,033 | | Total cost incurred | | | 4,469 | | | | 7,620 | | | | 4,428 | | | | 589 | | | | 5,051 | | | | 22,157 | | | | 5,935 | | | | 10,121 | | | | 5,881 | | | | 783 | | | | 6,557 | | | | 151 | | | | 29,428 | | | | | Equity affiliates | | | (in millions of euros) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | Total | | | 2011 | | | | | | | | | | | | | | 2014 | | | | | | | | | | | | | | | | Proved property acquisition | | | — | | | | — | | | | — | | | | — | | | | 2,691 | | | | 2,691 | | | | 57 | | | | 17 | | | | — | | | | (1 | ) | | | 32 | | | | — | | | | 105 | | Unproved property acquisition | | | — | | | | — | | | | — | | | | — | | | | 1,116 | | | | 1,116 | | | | 17 | | | | 69 | | | | 544 | | | | 7 | | | | 66 | | | | — | | | | 703 | | Exploration costs | | | — | | | | — | | | | 2 | | | | — | | | | — | | | | 2 | | | | 466 | | | | 1,057 | | | | 375 | | | | 228 | | | | 485 | | | | 9 | | | | 2,620 | | Development costs(a) | | | — | | | | 2 | | | | 106 | | | | 314 | | | | 939 | | | | 1,361 | | | | 4,495 | | | | 8,126 | | | | 3,468 | | | | 478 | | | | 4,308 | | | | 116 | | | | 20,991 | | Total cost incurred | | | — | | | | 2 | | | | 108 | | | | 314 | | | | 4,746 | | | | 5,170 | | | | 5,035 | | | | 9,269 | | | | 4,387 | | | | 712 | | | | 4,891 | | | | 125 | | | | 24,419 | | | Group’s share of costs of property acquisition, exploration and development | | | Equity affiliates | | (M$) | | | Europe | | | Africa | | | Americas | | | Middle East | | Asia (excl. Russia) | | | Russia | | Total | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved property acquisition | | | — | | | | — | | | | — | | | | — | | | | 238 | | | | 238 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 306 | | | | 306 | | Unproved property acquisition | | | — | | | | — | | | | — | | | | — | | | | (22 | ) | | | (22 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (28 | ) | | | (28 | ) | Exploration costs | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Development costs(a) | | | — | | | | — | | | | 167 | | | | 380 | | | | 202 | | | | 749 | | | | — | | | | — | | | | 214 | | | | 488 | | | | — | | | | 259 | | | | 961 | | Total cost incurred | | | — | | | | — | | | | 167 | | | | 380 | | | | 418 | | | | 965 | | | | — | | | | — | | | | 214 | | | | 488 | | | | — | | | | 537 | | | | 1,239 | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved property acquisition | | | — | | | | — | | | | — | | | | — | | | | 206 | | | | 206 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 274 | | | | 274 | | Unproved property acquisition | | | — | | | | — | | | | — | | | | — | | | | 106 | | | | 106 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 141 | | | | 141 | | Exploration costs | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Development costs(a) | | | — | | | | — | | | | 128 | | | | 345 | | | | 241 | | | | 714 | | | | — | | | | — | | | | 170 | | | | 458 | | | | — | | | | 319 | | | | 947 | | Total cost incurred | | | — | | | | — | | | | 128 | | | | 345 | | | | 553 | | | | 1,026 | | | | — | | | | — | | | | 170 | | | | 458 | | | | — | | | | 734 | | | | 1,362 | | 2014 | | | | | | | | | | | | | | | | Proved property acquisition | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 246 | | | | 246 | | Unproved property acquisition | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 32 | | | | 32 | | Exploration costs | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Development costs(a) | | | | — | | | | — | | | | 195 | | | | 500 | | | | — | | | | 692 | | | | 1,387 | | Total cost incurred | | | | — | | | | — | | | | 195 | | | | 500 | | | | — | | | | 970 | | | | 1,665 | |
(a) | Including asset retirement costs capitalized during the year and any gains or losses recognized upon settlement of asset retirement obligation during the year. |
| | | 2013S-12 | | TOTAL S.A. Form 20-F TOTAL S.A. | | S-122014 |
CAPITALIZED COSTS RELATED TO OIL AND GAS PRODUCING ACTIVITIES
1.7. | Capitalized costs related to oil and gas producing activities |
Capitalized costs represent the amountsamount of capitalized proved and unproved property costs, including support equipment and facilities, along with the related accumulated depreciation, depletion and amortization. The following tables do not include capitalized costs related to oil and gas transportation and LNG liquefaction and transportation activities. | | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidated subsidiaries | | (in millions of euros) | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | As of December 31, 2011 | | | | | | | | | | | | | | | | | | | | | | | | | Proved properties | | | 34,308 | | | | 37,032 | | | | 8,812 | | | | 6,229 | | | | 17,079 | | | | 103,460 | | Unproved properties | | | 460 | | | | 1,962 | | | | 4,179 | | | | 62 | | | | 911 | | | | 7,574 | | Total capitalized costs | | | 34,768 | | | | 38,994 | | | | 12,991 | | | | 6,291 | | | | 17,990 | | | | 111,034 | | Accumulated depreciation, depletion and amortization | | | (24,047 | ) | | | (18,642 | ) | | | (2,294 | ) | | | (4,274 | ) | | | (5,066 | ) | | | (54,323 | ) | Net capitalized costs | | | 10,721 | | | | 20,352 | | | | 10,697 | | | | 2,017 | | | | 12,924 | | | | 56,711 | | As of December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | Proved properties | | | 35,456 | | | | 40,562 | | | | 10,108 | | | | 6,408 | | | | 20,463 | | | | 112,997 | | Unproved properties | | | 543 | | | | 3,184 | | | | 4,324 | | | | 248 | | | | 612 | | | | 8,911 | | Total capitalized costs | | | 35,999 | | | | 43,746 | | | | 14,432 | | | | 6,656 | | | | 21,075 | | | | 121,908 | | Accumulated depreciation, depletion and amortization | | | (23,660 | ) | | | (20,364 | ) | | | (3,219 | ) | | | (4,648 | ) | | | (5,872 | ) | | | (57,763 | ) | Net capitalized costs | | | 12,339 | | | | 23,382 | | | | 11,213 | | | | 2,008 | | | | 15,203 | | | | 64,145 | | As of December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | Proved properties | | | 36,482 | | | | 44,760 | | | | 10,878 | | | | 6,483 | | | | 23,869 | | | | 122,472 | | Unproved properties | | | 644 | | | | 3,661 | | | | 5,715 | | | | 349 | | | | 814 | | | | 11,183 | | Total capitalized costs | | | 37,126 | | | | 48,421 | | | | 16,593 | | | | 6,832 | | | | 24,683 | | | | 133,655 | | Accumulated depreciation, depletion and amortization | | | (23,354 | ) | | | (21,955 | ) | | | (3,814 | ) | | | (4,961 | ) | | | (6,844 | ) | | | (60,928 | ) | Net capitalized costs | | | 13,772 | | | | 26,466 | | | | 12,779 | | | | 1,871 | | | | 17,839 | | | | 72,727 | |
| | | | Equity affiliates | | | Consolidated subsidiaries | | (in millions of euros) | | Europe | | | Africa | | | Americas | | Middle East | | Asia | | Total | | | As of December 31, 2011 | | | | | | | | | | | | | | Proved properties | | | — | | | | — | | | | 731 | | | | 3,496 | | | | 3,973 | | | | 8,200 | | | Unproved properties | | | — | | | | — | | | | — | | | | — | | | | 1,146 | | | | 1,146 | | | Total capitalized costs | | | — | | | | — | | | | 731 | | | | 3,496 | | | | 5,119 | | | | 9,346 | | | Accumulated depreciation, depletion and amortization | | | — | | | | — | | | | (96 | ) | | | (2,337 | ) | | | (213 | ) | | | (2,646 | ) | | Net capitalized costs | | | — | | | | — | | | | 635 | | | | 1,159 | | | | 4,906 | | | | 6,700 | | | (M$) | | | Europe | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | Russia | | Total | | As of December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved properties | | | — | | | | — | | | | 1,049 | | | | 3,637 | | | | 4,074 | | | | 8,760 | | | | 46,781 | | | | 53,517 | | | | 13,336 | | | | 8,455 | | | | 26,196 | | | | 803 | | | | 149,088 | | Unproved properties | | | — | | | | — | | | | — | | | | — | | | | 1,118 | | | | 1,118 | | | | 717 | | | | 4,200 | | | | 5,706 | | | | 327 | | | | 808 | | | | — | | | | 11,758 | | Total capitalized costs | | | — | | | | — | | | | 1,049 | | | | 3,637 | | | | 5,192 | | | | 9,878 | | | | 47,498 | | | | 57,717 | | | | 19,042 | | | | 8,782 | | | | 27,004 | | | | 803 | | | | 160,846 | | Accumulated depreciation, depletion and amortization | | | — | | | | — | | | | (177 | ) | | | (2,540 | ) | | | (457 | ) | | | (3,174 | ) | | | (31,217 | ) | | | (26,868 | ) | | | (4,247 | ) | | | (6,133 | ) | | | (7,433 | ) | | | (314 | ) | | | (76,212 | ) | Net capitalized costs | | | — | | | | — | | | | 872 | | | | 1,097 | | | | 4,735 | | | | 6,704 | | | | 16,281 | | | | 30,849 | | | | 14,795 | | | | 2,649 | | | | 19,571 | | | | 489 | | | | 84,634 | | As of December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | Proved properties | | | — | | | | — | | | | 891 | | | | 3,939 | | | | 4,567 | | | | 9,397 | | | | 50,313 | | | | 61,728 | | | | 15,002 | | | | 8,941 | | | | 31,968 | | | | 950 | | | | 168,902 | | Unproved properties | | | — | | | | — | | | | — | | | | — | | | | 1,224 | | | | 1,224 | | | | 888 | | | | 5,049 | | | | 7,881 | | | | 481 | | | | 1,123 | | | | — | | | | 15,422 | | Total capitalized costs | | | — | | | | — | | | | 891 | | | | 3,939 | | | | 5,791 | | | | 10,621 | | | | 51,201 | | | | 66,777 | | | | 22,883 | | | | 9,422 | | | | 33,091 | | | | 950 | | | | 184,324 | | Accumulated depreciation, depletion and amortization | | | — | | | | — | | | | (161 | ) | | | (2,911 | ) | | | (646 | ) | | | (3,718 | ) | | | (32,208 | ) | | | (30,278 | ) | | | (5,259 | ) | | | (6,842 | ) | | | (9,040 | ) | | | (399 | ) | | | (84,026 | ) | Net capitalized costs | | | — | | | | — | | | | 730 | | | | 1,028 | | | | 5,145 | | | | 6,903 | | | | 18,993 | | | | 36,499 | | | | 17,624 | | | | 2,580 | | | | 24,051 | | | | 551 | | | | 100,298 | | As of December 31, 2014 | | | | | | | | | | | | | | | | Proved properties | | | | 46,444 | | | | 69,277 | | | | 17,774 | | | | 8,115 | | | | 35,169 | | | | 1,066 | | | | 177,845 | | Unproved properties | | | | 628 | | | | 5,045 | | | | 8,309 | | | | 566 | | | | 1,730 | | | | — | | | | 16,278 | | Total capitalized costs | | | | 4,707 | | | | 74,322 | | | | 26,083 | | | | 8,681 | | | | 36,899 | | | | 1,066 | | | | 194,123 | | Accumulated depreciation, depletion and amortization | | | | (28,748 | ) | | | (34,438 | ) | | | (10,657 | ) | | | (6,304 | ) | | | (11,005 | ) | | | (496 | ) | | | (91,648 | ) | Net capitalized costs | | | | 18,324 | | | | 39,884 | | | | 15,426 | | | | 2,377 | | | | 25,894 | | | | 570 | | | | 102,475 | | | | | | Equity affiliates | | (M$) | | | Europe | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | Russia | | Total | | As of December 31, 2012 | | | | | | | | | | | | | | | | Proved properties | | | | — | | | | — | | | | 1,384 | | | | 4,799 | | | | — | | | | 5,376 | | | | 11,559 | | Unproved properties | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,474 | | | | 1,474 | | Total capitalized costs | | | | — | | | | — | | | | 1,384 | | | | 4,799 | | | | — | | | | 6,850 | | | | 13,033 | | Accumulated depreciation, depletion and amortization | | | | — | | | | — | | | | (234 | ) | | | (3,352 | ) | | | — | | | | (603 | ) | | | (4,189 | ) | Net capitalized costs | | | | — | | | | — | | | | 1,150 | | | | 1,447 | | | | — | | | | 6,247 | | | | 8,844 | | As of December 31, 2013 | | | | | | | | | | | | | | | | Proved properties | | | | — | | | | — | | | | 1,228 | | | | 5,433 | | | | — | | | | 6,299 | | | | 12,960 | | Unproved properties | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,870 | | | | 1,687 | | Total capitalized costs | | | | — | | | | — | | | | 1,228 | | | | 5,433 | | | | — | | | | 7,986 | | | | 14,647 | | Accumulated depreciation, depletion and amortization | | | | — | | | | — | | | | (221 | ) | | | (4,015 | ) | | | — | | | | (890 | ) | | | (5,126 | ) | Net capitalized costs | | | | — | | | | — | | | | 1,007 | | | | 1,418 | | | | — | | | | 7,096 | | | | 9,521 | | As of December 31, 2014 | | | | | | | | | | | | | | | | Proved properties | | | | — | | | | — | | | | 1,411 | | | | 5,916 | | | | — | | | | 4,347 | | | | 11,674 | | Unproved properties | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 895 | | | | 895 | | Total capitalized costs | | | | — | | | | — | | | | 1,411 | | | | 5,916 | | | | — | | | | 5,242 | | | | 12,569 | | Accumulated depreciation, depletion and amortization | | | | — | | | | — | | | | (310 | ) | | | (4,764 | ) | | | — | | | | (635 | ) | | | (5,709 | ) | Net capitalized costs | | | | — | | | | — | | | | 1,101 | | | | 1,152 | | | | — | | | | 4,607 | | | | 6,860 | |
| | | S-132014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013S-13 |
STANDARDIZED MEASURE OF
DISCOUNTED FUTURE NET CASH FLOWS
(EXCLUDING TRANSPORTATION)
1.8. | Standardized measure of discounted future net cash flows (excluding transportation) |
The standardized measure of discounted future net cash flows relating to proved oil and gas reserve quantities was developed as follows: estimates of proved reserves and the corresponding production profiles are based on existing technical and economic conditions;
the estimated future cash flows are determined based on prices used in estimating the Group’s proved oil and gas reserves;
the future cash flows incorporate estimated production costs (including production taxes), future development costs and asset retirement costs. All cost estimates are based on year-end technical and economic conditions;
future income taxes are computed by applying the year-end statutory tax rate to future net cash flows after consideration of permanent differences and future income tax credits; and
future net cash flows are discounted at a standard discount rate of 10 percent.
| – | | estimates of proved reserves and the corresponding production profiles are based on existing technical and economic conditions; |
| – | | the estimated future cash flows are determined based on prices used in estimating the Group’s proved oil and gas reserves; |
| – | | the future cash flows incorporate estimated production costs (including production taxes), future development costs and asset retirement costs. All cost estimates are based on year-end technical and economic conditions; |
| – | | future income taxes are computed by applying the year-end statutory tax rate to future net cash flows after consideration of permanent differences and future income tax credits; and |
| – | | future net cash flows are discounted at a standard discount rate of 10 percent. |
These principles applied are those required by ASC 932 and do not reflect the expectations of real revenues from these reserves, nor their present value; hence, they do not constitute criteria for investment decisions. An estimate of the fair value of reserves should also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs and a discount factor more representative of the time value of money and the risks inherent in reserves estimates. | | | Consolidated subsidiaries | | | Consolidated subsidiaries | | (in millions of euros) | | Europe | | Africa | | Americas | | Middle East | | Asia | | Total | | | As of December 31, 2011 | | | | | | | | | | | | | | Future cash inflows | | | 85,919 | | | | 167,367 | | | | 53,578 | | | | 14,297 | | | | 67,868 | | | | 389,029 | | | Future production costs | | | (18,787 | ) | | | (31,741 | ) | | | (22,713 | ) | | | (3,962 | ) | | | (12,646 | ) | | | (89,849 | ) | | Future development costs | | | (21,631 | ) | | | (22,776 | ) | | | (11,548 | ) | | | (3,110 | ) | | | (11,044 | ) | | | (70,109 | ) | | Future income taxes | | | (28,075 | ) | | | (71,049 | ) | | | (4,361 | ) | | | (2,794 | ) | | | (12,963 | ) | | | (119,242 | ) | | Future net cash flows, after income taxes | | | 17,426 | | | | 41,801 | | | | 14,956 | | | | 4,431 | | | | 31,215 | | | | 109,829 | | | Discount at 10% | | | (9,426 | ) | | | (17,789 | ) | | | (12,298 | ) | | | (2,186 | ) | | | (20,717 | ) | | | (62,416 | ) | | Standardized measure of discounted future net cash flows | | | 8,000 | | | | 24,012 | | | | 2,658 | | | | 2,245 | | | | 10,498 | | | | 47,413 | | | (M$) | | | Europe | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | Russia | | Total | | As of December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | Future cash inflows | | | 93,215 | | | | 177,392 | | | | 58,140 | | | | 16,474 | | | | 70,985 | | | | 416,206 | | | | 120,136 | | | | 228,622 | | | | 74,932 | | | | 21,231 | | | | 88,907 | | | | 2,578 | | | | 536,406 | | Future production costs | | | (20,337 | ) | | | (39,091 | ) | | | (25,824 | ) | | | (5,213 | ) | | | (15,218 | ) | | | (105,683 | ) | | | (26,210 | ) | | | (50,380 | ) | | | (33,282 | ) | | | (6,719 | ) | | | (17,980 | ) | | | (1,633 | ) | | | (136,204 | ) | Future development costs | | | (24,490 | ) | | | (28,896 | ) | | | (12,949 | ) | | | (3,807 | ) | | | (10,954 | ) | | | (81,096 | ) | | | (31,563 | ) | | | (37,242 | ) | | | (16,689 | ) | | | (4,906 | ) | | | (13,504 | ) | | | (613 | ) | | | (104,517 | ) | Future income taxes | | | (27,393 | ) | | | (68,017 | ) | | | (4,456 | ) | | | (2,732 | ) | | | (12,641 | ) | | | (115,239 | ) | | | (35,305 | ) | | | (87,660 | ) | | | (5,743 | ) | | | (3,521 | ) | | | (16,054 | ) | | | (237 | ) | | | (148,520 | ) | Future net cash flows, after income taxes | | | 20,995 | | | | 41,388 | | | | 14,911 | | | | 4,722 | | | | 32,172 | | | | 114,188 | | | | 27,058 | | | | 53,340 | | | | 19,218 | | | | 6,085 | | | | 41,369 | | | | 95 | | | | 147,165 | | Discount at 10% | | | (10,549 | ) | | | (17,731 | ) | | | (11,608 | ) | | | (2,227 | ) | | | (19,969 | ) | | | (62,084 | ) | | | (13,596 | ) | | | (22,851 | ) | | | (14,960 | ) | | | (2,870 | ) | | | (25,743 | ) | | | 7 | | | | (80,013 | ) | Standardized measure of discounted future net cash flows | | | 10,446 | | | | 23,657 | | | | 3,303 | | | | 2,495 | | | | 12,203 | | | | 52,104 | | | | 13,462 | | | | 30,489 | | | | 4,258 | | | | 3,215 | | | | 15,626 | | | | 102 | | | | 67,152 | | As of December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | Future cash inflows | | | 80,779 | | | | 155,371 | | | | 59,517 | | | | 14,660 | | | | 72,297 | | | | 382,624 | | | | 106,968 | | | | 205,741 | | | | 78,813 | | | | 19,413 | | | | 93,404 | | | | 2,332 | | | | 506,671 | | Future production costs | | | (18,859 | ) | | | (38,160 | ) | | | (27,316 | ) | | | (5,249 | ) | | | (15,106 | ) | | | (104,690 | ) | | | (24,973 | ) | | | (50,531 | ) | | | (36,172 | ) | | | (6,950 | ) | | | (18,548 | ) | | | (1,456 | ) | | | (138,630 | ) | Future development costs | | | (23,058 | ) | | | (25,951 | ) | | | (14,231 | ) | | | (3,234 | ) | | | (12,910 | ) | | | (79,384 | ) | | | (30,534 | ) | | | (34,364 | ) | | | (18,844 | ) | | | (4,282 | ) | | | (1,657 | ) | | | (526 | ) | | | (105,120 | ) | Future income taxes | | | (20,621 | ) | | | (55,303 | ) | | | (3,919 | ) | | | (2,288 | ) | | | (11,453 | ) | | | (93,584 | ) | | | (27,307 | ) | | | (73,232 | ) | | | (5,190 | ) | | | (3,030 | ) | | | (14,946 | ) | | | (219 | ) | | | (123,924 | ) | Future net cash flows, after income taxes | | | 18,241 | | | | 35,957 | | | | 14,051 | | | | 3,889 | | | | 32,828 | | | | 104,966 | | | | 24,154 | | | | 47,614 | | | | 18,607 | | | | 5,151 | | | | 43,340 | | | | 131 | | | | 138,997 | | Discount at 10% | | | (8,166 | ) | | | (14,649 | ) | | | (11,557 | ) | | | (1,880 | ) | | | (20,932 | ) | | | (57,184 | ) | | | (10,813 | ) | | | (19,397 | ) | | | (15,304 | ) | | | (2,490 | ) | | | (27,670 | ) | | | (49 | ) | | | (75,723 | ) | Standardized measure of discounted future net cash flows | | | 10,075 | | | | 21,308 | | | | 2,494 | | | | 2,009 | | | | 11,896 | | | | 47,782 | | | | 13,341 | | | | 28,217 | | | | 3,303 | | | | 2,661 | | | | 15,670 | | | | 82 | | | | 63,274 | | As of December 31, 2014 | | | | | | | | | | | | | | | | Future cash inflows | | | | 87,950 | | | | 184,975 | | | | 87,965 | | | | 17,214 | | | | 86,184 | | | | 2,294 | | | | 466,582 | | Future production costs | | | | (23,722 | ) | | | (49,796 | ) | | | (38,776 | ) | | | (6,240 | ) | | | (16,700 | ) | | | (1,255 | ) | | | (136,489 | ) | Future development costs | | | | (28,529 | ) | | | (35,683 | ) | | | (16,728 | ) | | | (3,534 | ) | | | (12,177 | ) | | | (780 | ) | | | (97,431 | ) | Future income taxes | | | | (15,363 | ) | | | (59,063 | ) | | | (5,891 | ) | | | (2,881 | ) | | | (13,475 | ) | | | (172 | ) | | | (96,845 | ) | Future net cash flows, after income taxes | | | | 20,336 | | | | 40,433 | | | | 26,570 | | | | 4,559 | | | | 43,832 | | | | 87 | | | | 135,817 | | Discount at 10% | | | | (7,928 | ) | | | (16,026 | ) | | | (19,489 | ) | | | (2,173 | ) | | | (29,422 | ) | | | (5 | ) | | | (75,043 | ) | Standardized measure of discounted future net cash flows | | | | 12,408 | | | | 24,407 | | | | 7,081 | | | | 2,386 | | | | 14,410 | | | | 82 | | | | 60,774 | | | (in millions of euros) Minority interests in future net cash flows as of | | | | | | | | | | | | | | December 31, 2011 | | | — | | | | 558 | | | | — | | | | — | | | | — | | | | 558 | | | December 31, 2012 | | | — | | | | 501 | | | | — | | | | — | | | | — | | | | 501 | | | December 31, 2013 | | | — | | | | 610 | | | | — | | | | — | | | | — | | | | 610 | | | (M$) Minority interests in future net cash flows as of | | | | | | | | | | | | | | | | As of December 31, 2012 | | | | — | | | | 646 | | | | — | | | | — | | | | — | | | | — | | | | 646 | | As of December 31, 2013 | | | | — | | | | 808 | | | | — | | | | — | | | | — | | | | — | | | | 808 | | As of December 31, 2014 | | | | — | | | | 1,103 | | | | — | | | | — | | | | — | | | | — | | | | 1,103 | |
| | | 2013S-14 | | TOTAL S.A. Form 20-F TOTAL S.A. | | S-142014 |
| | | | Equity affiliates | | | Equity affiliates | | (in millions of euros) Group’s share of future net cash flows as of | | Europe | | Africa | | Americas | | Middle East | | Asia | | Total | | | As of December 31, 2011 | | | | | | | | | | | | | | Future cash inflows | | | — | | | | 210 | | | | 29,887 | | | | 64,977 | | | | 7,116 | | | | 102,190 | | | Future production costs | | | — | | | | (95 | ) | | | (17,393 | ) | | | (39,800 | ) | | | (2,683 | ) | | | (59,971 | ) | | Future development costs | | | — | | | | — | | | | (1,838 | ) | | | (2,809 | ) | | | (1,297 | ) | | | (5,944 | ) | | Future income taxes | | | — | | | | (29 | ) | | | (5,152 | ) | | | (3,942 | ) | | | (2,280 | ) | | | (11,403 | ) | | Future net cash flows, after income taxes | | | — | | | | 86 | | | | 5,504 | | | | 18,426 | | | | 856 | | | | 24,872 | | | Discount at 10% | | | — | | | | (36 | ) | | | (3,652 | ) | | | (9,757 | ) | | | (196 | ) | | | (13,641 | ) | | Standardized measure of discounted future net cash flows | | | — | | | | 50 | | | | 1,852 | | | | 8,669 | | | | 660 | | | | 11,231 | | | (M$) | | | Europe | | Africa | | Americas | | Middle East | | Asia (excl. Russia) | | Russia | | Total | | As of December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | Future cash inflows | | | — | | | | 2,103 | | | | 27,439 | | | | 64,234 | | | | 9,390 | | | | 103,166 | | | | — | | | | 2,710 | | | | 35,363 | | | | 82,785 | | | | — | | | | 12,101 | | | | 132,959 | | Future production costs | | | — | | | | (99 | ) | | | (17,250 | ) | | | (35,830 | ) | | | (3,265 | ) | | | (56,444 | ) | | | — | | | | (127 | ) | | | (22,231 | ) | | | (46,178 | ) | | | — | | | | (4,208 | ) | | | (72,744 | ) | Future development costs | | | — | | | | — | | | | (2,360 | ) | | | (2,967 | ) | | | (3,906 | ) | | | (9,233 | ) | | | — | | | | — | | | | (3,042 | ) | | | (3,824 | ) | | | — | | | | (5,034 | ) | | | (11,900 | ) | Future income taxes | | | — | | | | (392 | ) | | | (3,353 | ) | | | (5,430 | ) | | | (648 | ) | | | (9,823 | ) | | | — | | | | (505 | ) | | | (4,322 | ) | | | (6,997 | ) | | | — | | | | (835 | ) | | | (12,659 | ) | Future net cash flows, after income taxes | | | — | | | | 1,612 | | | | 4,476 | | | | 20,007 | | | | 1,571 | | | | 27,666 | | | | — | | | | 2,078 | | | | 5,768 | | | | 25,786 | | | | — | | | | 2,024 | | | | 35,656 | | Discount at 10% | | | — | | | | (1,087 | ) | | | (2,978 | ) | | | (10,316 | ) | | | (955 | ) | | | (15,336 | ) | | | — | | | | (1,402 | ) | | | (3,838 | ) | | | (13,295 | ) | | | — | | | | (1,230 | ) | | | (19,765 | ) | Standardized measure of discounted future net cash flows | | | — | | | | 525 | | | | 1,498 | | | | 9,691 | | | | 616 | | | | 12,330 | | | | — | | | | 676 | | | | 1,930 | | | | 12,491 | | | | — | | | | 794 | | | | 15,891 | | As of December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | Future cash inflows | | | — | | | | 1,009 | | | | 14,870 | | | | 56,541 | | | | 28,121 | | | | 100,541 | | | | — | | | | 1,337 | | | | 19,690 | | | | 74,872 | | | | — | | | | 37,237 | | | | 133,136 | | Future production costs | | | — | | | | (105 | ) | | | (9,043 | ) | | | (29,094 | ) | | | (9,481 | ) | | | (47,723 | ) | | | — | | | | (139 | ) | | | (11,975 | ) | | | (38,526 | ) | | | — | | | | (12,555 | ) | | | (63,195 | ) | Future development costs | | | — | | | | — | | | | (1,265 | ) | | | (2,558 | ) | | | (3,866 | ) | | | (7,689 | ) | | | — | | | | — | | | | (16,750 | ) | | | (3,388 | ) | | | — | | | | (5,119 | ) | | | (10,182 | ) | Future income taxes | | | — | | | | (262 | ) | | | (2,164 | ) | | | (5,076 | ) | | | (1,653 | ) | | | (9,155 | ) | | | — | | | | (347 | ) | | | (2,865 | ) | | | (6,722 | ) | | | — | | | | (2,189 | ) | | | (12,123 | ) | Future net cash flows, after income taxes | | | — | | | | 642 | | | | 2,398 | | | | 19,813 | | | | 13,121 | | | | 35,974 | | | | — | | | | 851 | | | | 3,175 | | | | 26,236 | | | | — | | | | 17,374 | | | | 47,636 | | Discount at 10% | | | — | | | | (480 | ) | | | (1,413 | ) | | | (10,121 | ) | | | (12,316 | ) | | | (24,330 | ) | | | — | | | | (636 | ) | | | (1,871 | ) | | | (13,402 | ) | | | — | | | | (16,308 | ) | | | (32,217 | ) | Standardized measure of discounted future net cash flows | | | — | | | | 162 | | | | 985 | | | | 9,692 | | | | 805 | | | | 11,644 | | | | — | | | | 215 | | | | 1,304 | | | | 12,834 | | | | — | | | | 1,066 | | | | 15,419 | | As of December 31, 2014 | | | | | | | | | | | | | | | | Future cash inflows | | | | — | | | | 1,698 | | | | 16,209 | | | | 68,109 | | | | — | | | | 45,472 | | | | 131,488 | | Future production costs | | | | — | | | | — | | | | (9,393 | ) | | | (36,848 | ) | | | — | | | | (13,536 | ) | | | (59,777 | ) | Future development costs | | | | — | | | | (132 | ) | | | (1,683 | ) | | | (3,814 | ) | | | — | | | | (3,190 | ) | | | (8,819 | ) | Future income taxes | | | | — | | | | (630 | ) | | | (1,327 | ) | | | (5,525 | ) | | | — | | | | (3,886 | ) | | | (11,368 | ) | Future net cash flows, after income taxes | | | | — | | | | 936 | | | | 3,806 | | | | 21,922 | | | | — | | | | 24,860 | | | | 51,524 | | Discount at 10% | | | | — | | | | (575 | ) | | | (2,078 | ) | | | (10,331 | ) | | | — | | | | (19,447 | ) | | | (32,431 | ) | Standardized measure of discounted future net cash flows | | | | — | | | | 361 | | | | 1,728 | | | | 11,591 | | | | — | | | | 5,413 | | | | 19,093 | |
1.9. | Changes in the standardized measure of discounted future net cash flows |
| | | | | | | | | | | | | | | Consolidated subsidiaries | | (M$) | | 2012 | | | 2013 | | | 2014 | | Beginning of year | | | 66,440 | | | | 67,152 | | | | 63,274 | | Sales and transfers, net of production costs | | | (36,685 | ) | | | (32,860 | ) | | | (26,647 | ) | Net change in sales and transfer prices and in production costs and other expenses | | | 3,532 | | | | (8,007 | ) | | | (16,703 | ) | Extensions, discoveries and improved recovery | | | 1,749 | | | | 1,106 | | | | 1,912 | | Changes in estimated future development costs | | | (8,381 | ) | | | (10,803 | ) | | | (5,407 | ) | Previously estimated development costs incurred during the year | | | 15,220 | | | | 18,218 | | | | 21,484 | | Revisions of previous quantity estimates | | | 3,504 | | | | 1,511 | | | | (1,505 | ) | Accretion of discount | | | 6,644 | | | | 6,715 | | | | 6,327 | | Net change in income taxes | | | 18,034 | | | | 20,178 | | | | 20,116 | | Purchases of reserves in place | | | 385 | | | | 1,459 | | | | 26 | | Sales of reserves in place | | | (3,290 | ) | | | (1,395 | ) | | | (2,103 | ) | End of year | | | 67,152 | | | | 63,274 | | | | 60,774 | | | | | | Equity affiliates | | (M$) | | 2012 | | | 2013 | | | 2014 | | Beginning of year | | | 15,737 | | | | 15,891 | | | | 15,419 | | Sales and transfers, net of production costs | | | (3,074 | ) | | | (3,723 | ) | | | (3,639 | ) | Net change in sales and transfer prices and in production costs and other expenses | | | (1,702 | ) | | | (1,056 | ) | | | (1,546 | ) | Extensions, discoveries and improved recovery | | | (32 | ) | | | 4,980 | | | | 4,444 | | Changes in estimated future development costs | | | (638 | ) | | | 540 | | | | 190 | | Previously estimated development costs incurred during the year | | | 1,042 | | | | 1,101 | | | | 1,330 | | Revisions of previous quantity estimates | | | 1,268 | | | | (5,020 | ) | | | 19 | | Accretion of discount | | | 1,574 | | | | 1,589 | | | | 1,542 | | Net change in income taxes | | | 1,693 | | | | 1,107 | | | | 834 | | Purchases of reserves in place | | | 23 | | | | 520 | | | | 543 | | Sales of reserves in place | | | — | | | | (510 | ) | | | (43 | ) | End of year | | | 15,891 | | | | 15,419 | | | | 19,093 | |
| | | S-152014 Form 20-F TOTAL S.A. | | TOTAL S.A. Form 20-F 2013S-15 |
CHANGES IN THE STANDARDIZED MEASURE OF DISCOUNTED
FUTURE NET CASH FLOWS
| | | | | | | | | | | | | | | Consolidated subsidiaries | | (in millions of euros) | | 2011 | | | 2012 | | | 2013 | | Beginning of year | | | 36,033 | | | | 47,413 | | | | 52,104 | | Sales and transfers, net of production costs | | | (27,026 | ) | | | (28,552 | ) | | | (24,742 | ) | Net change in sales and transfer prices and in production costs and other expenses | | | 44,315 | | | | 7,382 | | | | (7,651 | ) | Extensions, discoveries and improved recovery | | | 1,680 | | | | 1,357 | | | | 835 | | Changes in estimated future development costs | | | (4,798 | ) | | | (6,503 | ) | | | (8,158 | ) | Previously estimated development costs incurred during the year | | | 9,519 | | | | 11,809 | | | | 13,757 | | Revisions of previous quantity estimates | | | 1,288 | | | | 2,719 | | | | 1,141 | | Accretion of discount | | | 3,603 | | | | 4,741 | | | | 5,210 | | Net change in income taxes | | | (16,925 | ) | | | 13,992 | | | | 15,238 | | Purchases of reserves in place | | | 885 | | | | 299 | | | | 1,102 | | Sales of reserves in place | | | (1,161 | ) | | | (2,553 | ) | | | (1,054 | ) | End of year | | | 47,413 | | | | 52,104 | | | | 47,782 | | | | | | Equity affiliates | | (in millions of euros) | | 2011 | | | 2012 | | | 2013 | | Beginning of year | | | 9,234 | | | | 11,231 | | | | 12,330 | | Sales and transfers, net of production costs | | | (1,991 | ) | | | (1,885 | ) | | | (2,775 | ) | Net change in sales and transfer prices and in production costs and other expenses | | | 3,715 | | | | (743 | ) | | | (1,196 | ) | Extensions, discoveries and improved recovery | | | — | | | | (25 | ) | | | 3,761 | | Changes in estimated future development costs | | | (383 | ) | | | (495 | ) | | | 408 | | Previously estimated development costs incurred during the year | | | 635 | | | | 809 | | | | 831 | | Revisions of previous quantity estimates | | | (749 | ) | | | 984 | | | | (3,792 | ) | Accretion of discount | | | 923 | | | | 1,123 | | | | 1,233 | | Net change in income taxes | | | (1,341 | ) | | | 1,314 | | | | 836 | | Purchases of reserves in place | | | 1,812 | | | | 17 | | | | 393 | | Sales of reserves in place | | | (624 | ) | | | — | | | | (385 | ) | End of year | | | 11,231 | | | | 12,330 | | | | 11,644 | |
2.1. | Net gas production, production prices and production costs |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidated subsidiaries | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | 1,166 | | | | 593 | | | | 901 | | | | 171 | | | | 1,123 | | | | — | | | | 3,955 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Oil ($/b) | | | 102.56 | | | | 106.19 | | | | 79.46 | | | | 104.14 | | | | 99.45 | | | | 88.02 | | | | 103.86 | | Bitumen ($/b) | | | — | | | | — | | | | 45.32 | | | | — | | | | — | | | | — | | | | 45.32 | | Natural gas ($/kcf) | | | 9.12 | | | | 2.82 | | | | 2.86 | | | | 1.15 | | | | 10.73 | | | | — | | | | 6.82 | | Production costs per unit of production ($/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | 11.28 | | | | 7.32 | | | | 5.03 | | | | 13.83 | | | | 5.67 | | | | 13.15 | | | | 8.17 | | Bitumen | | | — | | | | — | | | | 30.83 | | | | — | | | | — | | | | — | | | | 30.83 | | | | | | Equity affiliates | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | — | | | | — | | | | — | | | | 769 | | | | — | | | | 813 | | | | 1,583 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Oil ($/b) | | | — | | | | — | | | | 135.05 | | | | 106.97 | | | | — | | | | 36.32 | | | | 106.98 | | Bitumen ($/b) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Natural gas ($/kcf) | | | — | | | | — | | | | — | | | | 1.73 | | | | — | | | | 1.22 | | | | 1.57 | | Production costs per unit of production ($/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | — | | | | — | | | | 11.36 | | | | 2.55 | | | | — | | | | 1.85 | | | | 2.92 | | Bitumen | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | Consolidated subsidiaries | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | 1,134 | | | | 569 | | | | 860 | | | | 149 | | | | 1,193 | | | | — | | | | 3,905 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Oil ($/b) | | | 97.75 | | | | 102.67 | | | | 65.94 | | | | 98.57 | | | | 95.32 | | | | 85.2 | | | | 99.34 | | Bitumen ($/b) | | | — | | | | — | | | | 45.73 | | | | — | | | | — | | | | — | | | | 45.73 | | Natural gas ($/kcf) | | | 9.52 | | | | 2.65 | | | | 3.53 | | | | 1.13 | | | | 10.15 | | | | — | | | | 7.02 | | Production costs per unit of production ($/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | 12.91 | | | | 8.39 | | | | 5.68 | | | | 17.17 | | | | 6.13 | | | | 12.19 | | | | 9.24 | | Bitumen | | | — | | | | — | | | | 31.74 | | | | — | | | | — | | | | — | | | | 31.74 | | | | | | Equity affiliates | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | — | | | | — | | | | — | | | | 942 | | | | — | | | | 927 | | | | 1,869 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Oil ($/b) | | | — | | | | — | | | | 82.47 | | | | 104.42 | | | | — | | | | 51.64 | | | | 99.03 | | Bitumen ($/b) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Natural gas ($/kcf) | | | — | | | | — | | | | — | | | | 2.36 | | | | — | | | | 1.08 | | | | 1.96 | | Production costs per unit of production ($/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | — | | | | — | | | | 8.31 | | | | 2.97 | | | | — | | | | 0.78 | | | | 2.61 | | Bitumen | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | 2013 Form 20-F TOTAL S.A. | | S-16 |
OTHER INFORMATION
Net gas production, production prices and production costs
| | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidated subsidiaries | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | 2011 | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | 1,350 | | | | 607 | | | | 839 | | | | 424 | | | | 1,162 | | | | 4,382 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | Oil (€/b) | | | 74.24 | | | | 74.72 | | | | 55.13 | | | | 73.73 | | | | 68.76 | | | | 73.34 | | Bitumen (€/b) | | | — | | | | — | | | | 31.36 | | | | — | | | | — | | | | 31.36 | | Natural gas (€/kcf) | | | 6.58 | | | | 1.81 | | | | 2.06 | | | | 0.54 | | | | 7.45 | | | | 4.72 | | Production costs per unit of production (€/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | 6.86 | | | | 5.14 | | | | 3.41 | | | | 5.36 | | | | 3.40 | | | | 5.20 | | Bitumen | | | — | | | | — | | | | 20.70 | | | | — | | | | — | | | | 20.70 | | | | | | Equity affiliates | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | 2011 | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | — | | | | — | | | | — | | | | 891 | | | | 457 | | | | 1,348 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | Oil (€/b) | | | — | | | | 66.21 | | | | 61.15 | | | | 77.07 | | | | 30.75 | | | | 73.61 | | Bitumen (€/b) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Natural gas (€/kcf) | | | — | | | | — | | | | — | | | | 1.29 | | | | 0.95 | | | | 1.23 | | Production costs per unit of production (€/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | — | | | | 1.99 | | | | 2.75 | | | | 1.66 | | | | 0.79 | | | | 1.61 | | Bitumen | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | Consolidated subsidiaries | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | 1,166 | | | | 593 | | | | 901 | | | | 171 | | | | 1,123 | | | | 3,955 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | Oil (€/b) | | | 79.82 | | | | 82.65 | | | | 61.85 | | | | 81.05 | | | | 75.49 | | | | 80.84 | | Bitumen (€/b) | | | — | | | | — | | | | 35.27 | | | | — | | | | — | | | | 35.27 | | Natural gas (€/kcf) | | | 7.10 | | | | 2.19 | | | | 2.23 | | | | 0.90 | | | | 8.35 | | | | 5.31 | | Production costs per unit of production (€/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | 8.78 | | | | 5.69 | | | | 3.92 | | | | 10.76 | | | | 4.61 | | | | 6.36 | | Bitumen | | | — | | | | — | | | | 24.00 | | | | — | | | | — | | | | 24.00 | | | | | | Equity affiliates | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | — | | | | — | | | | — | | | | 769 | | | | 813 | | | | 1,583 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | Oil (€/b) | | | — | | | | — | | | | 105.12 | | | | 83.26 | | | | 28.27 | | | | 83.27 | | Bitumen (€/b) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Natural gas (€/kcf) | | | — | | | | — | | | | — | | | | 1.35 | | | | 0.95 | | | | 1.23 | | Production costs per unit of production (€/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | — | | | | — | | | | 8.84 | | | | 1.98 | | | | 1.44 | | | | 2.27 | | Bitumen | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | S-17 | | TOTAL S.A. Form 20-F 20132014 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidated subsidiaries | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | 1,134 | | | | 569 | | | | 860 | | | | 149 | | | | 1,193 | | | | 3,905 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | Oil (€/b) | | | 73.60 | | | | 77.30 | | | | 49.65 | | | | 74.22 | | | | 70.22 | | | | 74.80 | | Bitumen (€/b) | | | | | | | | | | | 34.43 | | | | | | | | | | | | 34.43 | | Natural gas (€/kcf) | | | 7.17 | | | | 2.00 | | | | 2.66 | | | | 0.85 | | | | 7.64 | | | | 5.28 | | Production costs per unit of production (€/boe)(c)) | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | 9.72 | | | | 6.31 | | | | 4.27 | | | | 12.93 | | | | 4.77 | | | | 6.96 | | Bitumen | | | — | | | | — | | | | 23.90 | | | | — | | | | — | | | | 23.90 | | | | | | Equity affiliates | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia | | | Total | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | — | | | | — | | | | — | | | | 935 | | | | 927 | | | | 1,862 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | Oil (€/b) | | | — | | | | — | | | | 62.10 | | | | 78.62 | | | | 38.88 | | | | 74.57 | | Bitumen (€/b) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Natural gas (€/kcf) | | | — | | | | — | | | | — | | | | 1.78 | | | | 0.81 | | | | 1.47 | | Production costs per unit of production (€/boe)(c)) | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | — | | | | — | | | | 6.25 | | | | 2.24 | | | | 0.59 | | | | 1.97 | | Bitumen | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidated subsidiaries | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | 1,008 | | | | 567 | | | | 849 | | | | 156 | | | | 1,179 | | | | — | | | | 3,759 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Oil ($/b) | | | 85.57 | | | | 89.97 | | | | 60.38 | | | | 88.34 | | | | 86.51 | | | | 81.38 | | | | 87.26 | | Bitumen ($/b) | | | — | | | | — | | | | 42.83 | | | | — | | | | — | | | | — | | | | 42.83 | | Natural gas ($/kcf) | | | 7.93 | | | | 2.64 | | | | 3.56 | | | | 1.16 | | | | 9.32 | | | | — | | | | 6.34 | | Production costs per unit of production ($/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | 13.57 | | | | 9.6 | | | | 6.24 | | | | 17.41 | | | | 8.4 | | | | 14.72 | | | | 10.31 | | Bitumen | | | — | | | | — | | | | 42.04 | | | | — | | | | — | | | | — | | | | 42.04 | | | | | | Equity affiliates | | | | Europe | | | Africa | | | Americas | | | Middle East | | | Asia (excl. Russia) | | | Russia | | | Total | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Natural gas production available for sale (Mcf/d)(a) | | | — | | | | — | | | | — | | | | 872 | | | | — | | | | 1,059 | | | | 1,931 | | Production prices(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Oil ($/b) | | | — | | | | — | | | | 85.72 | | | | 88.92 | | | | — | | | | 10.12 | | | | 79.07 | | Bitumen ($/b) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Natural gas ($/kcf) | | | — | | | | — | | | | — | | | | 3.37 | | | | — | | | | 2.55 | | | | 3.05 | | Production costs per unit of production ($/boe)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liquids and natural gas | | | — | | | | — | | | | 9.19 | | | | 2.86 | | | | — | | | | 1.48 | | | | 2.72 | | Bitumen | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
(a) | The reported volumes are different from those shown in the reserves table due to gas consumed in operations.operations that are excluded. |
(b) | The volumes used for calculation of the average sales prices are the ones sold from the Group’s sales of its own production. |
(c) | The volumes of liquids used for this computation are shown in the proved reserves tables of this report. The reported volumes for natural gas are different from those shown in the reserves table due to gas consumed in operations. |
| | | 20132014 Form 20-F TOTAL S.A. | | S-18S-17 |
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