Registration document 2007 - Total.com

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