Registration document 2007 - Total.com
Registration document 2007 - Total.com
Registration document 2007 - Total.com
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(iii) Portion of intangible assets amortization related to the<br />
Sanofi-Aventis merger<br />
The detail of these adjustment items is presented in note 4 to the<br />
consolidated financial statements.<br />
Operating in<strong>com</strong>e (measure used to evaluate operating<br />
performance)<br />
Revenue from sales after deducting cost of goods sold and<br />
inventory variations, other operating expenses, exploration<br />
expenses and depreciation, depletion, and amortization.<br />
Operating in<strong>com</strong>e excludes the amortization and depreciation of<br />
intangible assets other than leasehold rights, currency translation<br />
adjustments and gains or losses on the sale of assets.<br />
Net operating in<strong>com</strong>e (measure used to evaluate the<br />
return on capital employed)<br />
Operating in<strong>com</strong>e after deducting the amortization and the<br />
depreciation of intangible assets other than leasehold rights,<br />
currency translation adjustments and gains or losses on the sale<br />
of assets, as well as all other in<strong>com</strong>e and expenses related to<br />
capital employed (dividends from non-consolidated <strong>com</strong>panies,<br />
equity in in<strong>com</strong>e in affiliates, capitalized interest expenses), and<br />
after in<strong>com</strong>e taxes applicable to the above.<br />
The in<strong>com</strong>e and expense not included in net operating in<strong>com</strong>e<br />
which are included in net in<strong>com</strong>e are only interest expenses<br />
related to non-current liabilities net of interest earned on cash<br />
and cash equivalents, after applicable in<strong>com</strong>e taxes (net cost of<br />
net debt and minority interests).<br />
Adjusted in<strong>com</strong>e<br />
Operating in<strong>com</strong>e, net operating in<strong>com</strong>e, or net in<strong>com</strong>e<br />
excluding the effect of adjusting items described above.<br />
Capital employed<br />
Non-current assets and working capital requirements, at<br />
replacement cost, net of deferred in<strong>com</strong>e taxes and non-current<br />
liabilities.<br />
ROACE (Return on Average Capital Employed)<br />
Ratio of adjusted net operating in<strong>com</strong>e to average capital<br />
employed between the beginning and the end of the period.<br />
Net debt<br />
Non-current debt, including current portion, current borrowings,<br />
other current financial liabilities less cash and cash equivalent and<br />
other current financial assets.<br />
Appendix 1 – Consolidated financial statements<br />
Notes to the consolidated financial statement<br />
3) Changes in the Group structure, main acquisitions<br />
and divestitures<br />
2006<br />
After approval on October 13, 2006 by the European<br />
Commission, Banco Santander Central Hispano (Santander) sold<br />
4.35% of CEPSA’s share capital to TOTAL at a price of 4.54<br />
euros per share, for a total transaction amount of approximately<br />
53 M€. The transaction follows the agreement signed on August<br />
2, 2006 by TOTAL and Santander to implement the provisions of<br />
the partial award rendered on March 24, 2006 by the<br />
Netherlands Arbitration Institute, which adjudicated the dispute<br />
concerning CEPSA.<br />
As a result TOTAL now holds 48.83% of CEPSA.<br />
In 2004, TOTAL announced a reorganization of its Chemical<br />
segment to regroup its chlorochemicals, intermediates and<br />
performance polymers in a new entity that was named Arkema<br />
on October 1, 2004.<br />
The Shareholders’ meeting on May 12, 2006 approved a<br />
resolution related to the spin-off of Arkema and the distribution of<br />
Arkema shares to TOTAL shareholders. Pursuant to this<br />
approval, Arkema shares were publicly listed on May 18, 2006 on<br />
the Eurolist by Euronext market in Paris. For all periods<br />
presented, the contribution of Arkema entities to the consolidated<br />
net in<strong>com</strong>e is presented on the line “Consolidated net in<strong>com</strong>e<br />
from discontinued operations” on the face of the in<strong>com</strong>e<br />
statement. Detailed information on the impact of this transaction<br />
is presented in the note 32 to the consolidated financial<br />
statements.<br />
2005<br />
Pursuant to its public offer and takeover bid circular dated<br />
August 5, 2005 and extended to September 2, 2005, TOTAL has<br />
acquired 78% of Deer Creek Energy Ltd as of September 13,<br />
2005. Its offer was extended in order to acquire the shares which<br />
had not been tendered. The acquisition of all ordinary shares was<br />
<strong>com</strong>pleted on December 13, 2005.<br />
Deer Creek Energy Ltd has an 84% interest in the Joslyn permit<br />
in the Athabasca region of the Canadian province of Alberta.<br />
The acquisition cost, net of cash acquired (0.1 B€) for all shares<br />
amounts to 1.1 B€. This cost essentially represents the value of<br />
the <strong>com</strong>pany’s leasehold rights that have been recognized as<br />
intangible assets on the face of the consolidated balance sheet<br />
for 1 B€.<br />
Deer Creek Energy Ltd is fully consolidated in TOTAL’s<br />
consolidated financial statements. Its contribution to 2005<br />
consolidated net in<strong>com</strong>e is not material.<br />
9<br />
2004<br />
Following the out<strong>com</strong>e of a share and cash offer by<br />
Sanofi-Synthélabo on Aventis in 2004, the merger via takeover of<br />
Aventis, thereby creating the entity Sanofi-Aventis, was approved<br />
TOTAL – <strong>Registration</strong> Document 2006 181