Exhibit 99.1

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The financial information in this Form 6-K with respect to the second quarter and first six months ended June 30, 2009, has been derived from the unaudited interim consolidated financial statements for the second quarter and first six months ended June 30, 2009.

The following discussion should be read in conjunction with the unaudited interim consolidated financial statements and the related notes provided elsewhere in this Form 6-K and with the information, including the audited financial statements and related notes, for the year ended December 31, 2008, in TOTAL S.A.’s Annual Report on Form 20-F for the year ended December 31, 2008, filed with the Securities and Exchange Commission on April 3, 2009.

• Key figures and consolidated accounts of TOTAL¹

						2Q09 vs			in millions of euros					1H09 vs
2Q09		1Q09		2Q08		2Q08			except earnings per share and number of shares	1H09		1H08		1H08
	31,430		30,041		48,200		-35	%	Sales		61,471		92,413		-33	%
									Adjusted net operating income from business segments
	1,451		1,482		3,099		-53	%	• Upstream		2,933		5,830		-50	%
	156		600		587		-73	%	• Downstream		756		898		-16	%
	71		-32		70		+1	%	• Chemicals		39		228		-83	%
	0.97		1.02		2.10		-54	%	Fully-diluted earnings per share (euros)		1.99		3.70		-46	%
	2,235.6		2,235.4		2,252.9		-1	%	Fully-diluted weighted-average shares (millions)		2,235.5		2,253.4		-1	%
	2,169		2,290		4,732		-54	%	Net income (Group share)		4,459		8,334		-46	%
	3,634		2,935		2,868		+27	%	Investments2		6,569		5,511		+19	%
	3,575		2,840		2,138		+67	%	Investments2 including net investments in equity affiliates and non-consolidated companies		6,415		4,684		+37	%
	858		472		726		+18	%	Divestments		1,330		924		+44	%
	1,939		3,994		1,922		+1	%	Cash flow from operations		5,933		7,238		-18	%

1	Adjusted net operating income is defined as income using replacement cost, adjusted for special items affecting operating income and excluding TOTAL’s equity share of adjustments and, from 2009, selected items related to Sanofi-Aventis. See “Analysis of Business Segment Results” below for further details.
2	Including acquisitions.

• Second quarter 2009 results

      > Sales

In the second quarter 2009, the Brent price averaged 59.1 $/b, a decrease of 51% compared to the second quarter 2008 and an increase of 33% compared to the first quarter 2009. The TRCV European refining margin indicator fell to 12.4 $/t on average in the second quarter 2009, a decrease of 69% compared to the second quarter 2008 and 64% compared to the first quarter 2009.

The euro-dollar exchange rate averaged 1.36 $/€ in the second quarter 2009 compared to 1.56 $/€ in the second quarter 2008 and 1.30 $/€ in the first quarter 2009.

In this environment, sales were 31,430 M€ in the second quarter 2009, a decrease of 35% compared to the second quarter 2008 sales of 48,200 M€.

      > Net income (Group share)

Reported net income (Group share) was 2,169 M€ compared to 4,732 M€ in the second quarter 2008. The decrease in net income was essentially due to the decrease in the net operating income of the business segments.

The Group did not buy back shares in the second quarter 2009.

Fully-diluted earnings per share, based on 2,235.6 million fully-diluted weighted-average shares, was 0.97 euros in the second quarter 2009 compared to 2.10 euros in the second quarter 2008, a decrease of 54%.

      > Investments — divestments³

Investments excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were 3.1 B€ in the second quarter 2009 compared to 2.1 B€ in the second quarter 2008.

Acquisitions were 480 M€ in the second quarter 2009.

Asset sales in the second quarter 2009 were 781 M€, consisting essentially of Sanofi-Aventis shares.

Net investments⁴ were 2.8 B€ in the second quarter 2009 compared to 2.1 B€ in the second quarter 2008.

      > Cash flow

Cash flow from operating activities was 1,939 M€ in the second quarter 2009, stable compared to the second quarter 2008, mainly due to the offsetting effects of the decrease in net income, which was linked essentially to the drop in hydrocarbon prices between the two periods, and the change in working capital.

Net cash flow⁵ for the Group was a negative of 837 M€ compared to a negative of 220 M€ in the second quarter 2008.

• First half 2009 results

      > Sales

Compared to the first half 2008, the first half 2009 oil environment was marked by a 53% fall in the price of Brent to 51.7 $/b. The TRCV European refining margin indicator decreased by 27% to 23.5 $/t. The environment for TOTAL’s petrochemicals was unfavorable, mainly as a result of weak demand in the Atlantic basin.

The euro-dollar exchange rate was 1.33 $/€ compared to 1.53 $/€ in the first half 2008.

3	Detail shown on page 12 of this exhibit.
4	Net investments = investments including acquisitions and net investments in equity affiliates and non-consolidated companies - asset sales + repayments by employees for loans related to stock purchase plans.
5	Net cash flow = cash flow from operations + divestments - gross investments.

2

In this context, sales were 61,471 M€ in the first half 2009, a decrease of 33% compared to the first half 2008 sales of 92,413 M€.

      > Net income (Group share)

Reported net income (Group share) was 4,459 M€ compared to 8,334 M€ in the first half 2008.

The Group did not buy back shares in the first half 2009. On June 30, 2009, there were 2,235.5 million fully-diluted shares compared to 2,252.5 million on June 30, 2008.

Fully-diluted earnings per share, based on 2,235.5 million weighted-average shares, was 1.99 euros compared to 3.70 euros in the first half 2008, a decrease of 46%.

      > Investments — divestments⁶

Investments excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were 5.8 B€ in the first half 2009 compared to 4.6 B€ in the first half 2008.

Acquisitions were 573 M€ in the first half 2009.

Asset sales in the first half 2009 were 1,140 M€, consisting essentially of Sanofi-Aventis shares.

Net investments⁷ were 5.2 B€ in the first half 2009, compared to 4.6 B€ in the first half 2008.

      > Cash flow

Cash flow from operating activities was 5,933 M€, a decrease of 18% compared to the first half 2008.

Net cash flow⁸ for the Group was 694 M€ in the first half 2009 compared to 2,651 M€ in the first half 2008.

The net-debt-to-equity ratio was 24.7% on June 30, 2009, compared to 19.1% on March 31, 2009, and 25.1% on June 30, 2008⁹, in line with the objectives of the Group. For more detail on our financing activities, see Note 5 to the consolidated financial statements for the second quarter and first six months ended June 30, 2009 on page 32 of this exhibit.

• Analysis of business segment results

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.

In accordance with IAS 2, the Group values inventories of petroleum products in the financial statements according to the FIFO (First-In, First-Out) 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 Downstream segment and Chemicals segment are presented according to the replacement cost method in order to facilitate the comparability of the Group’s results with those of its competitors, mainly in the United States, 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 LIFO (Last-In, First-Out) method, the variation of inventory value in the income statement is determined by 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 method and the replacement cost method.

6	Detail shown on page 12 of this exhibit.
7	Net investments = investments including acquisitions and net investments in equity affiliates and non-consolidated companies - asset sales + repayments by employees for loans related to stock purchase plans.
8	Net cash flow = cash flow from operations + divestments - gross investments.
9	Detail shown on page 12 of this exhibit.

3

The adjusted business segment results (adjusted operating income and adjusted net operating income) are defined as replacement cost results, adjusted for special items. 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 consolidated interim financial statements, see pages 30 and 40 of this exhibit respectively.

In addition, 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, 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 only 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 minority interests). Adjusted net operating income excludes the effect of the adjustments (special items and the inventory valuation effect) described above.

UPSTREAM

      > Environment — liquids and gas price realizations*

						2Q09 vs								1H09 vs
2Q09		1Q09		2Q08		2Q08				1H09		1H08		1H08
	59.1		44.5		121.2		-51	%	Brent ($/b)		51.7		109.0		-53	%
	54.8		41.5		114.9		-52	%	Average liquids price ($/b)		48.2		102.8		-53	%
	4.71		5.98		7.29		-35	%	Average gas price ($/Mbtu)		5.36		6.97		-23	%
	44.2		38.8		87.3		-49	%	Average hydrocarbons price ($/boe)		41.5		78.8		-47	%

* Consolidated subsidiaries, excluding fixed margin and buy-back contracts.

TOTAL’s average realized liquids price decreased by 52% and 53%, respectively, in the second quarter and the first half 2009 compared to the same periods in 2008, in line with the changes in the price of Brent.

The average realized price for TOTAL’s natural gas decreased by 35% in the second quarter 2009 compared to the second quarter 2008 and by 23% in the first half 2009 compared to the first half 2008.

      > Production

						2Q09 vs								1H09 vs
2Q09		1Q09		2Q08		2Q08			Hydrocarbon production	1H09		1H08		1H08
	2,182		2,322		2,353		-7	%	Combined production (kboe/d)		2,252		2,389		-6	%
	1,328		1,413		1,471		-10	%	• Liquids (kb/d)		1,370		1,491		-8	%
	4,686		4,957		4,772		-2	%	• Gas (Mcf/d)		4,821		4,880		-1	%

In the second quarter 2009, hydrocarbon production was 2,182 thousand barrels of oil equivalent per day (kboe/d), a decrease of 7.3% compared to the second quarter 2008, mainly as a result of:

• -4% for OPEC reductions and lower gas demand linked to the economic recession;

• -3% for changes in the portfolio, mainly Venezuela and Libya;

• -1.5% for disruptions in Nigeria related to security issues;

• +3% for the price effect¹⁰; and

• -2% for the natural decline and the high level of maintenance, including notably a shutdown of Alwyn, that were partially
offset by the ramp-ups and start-ups of new fields.

¹⁰ The “price effect” refers to the impact of changing hydrocarbon prices on entitlement volumes.

4

In the first half 2009, hydrocarbon production was 2,252 kboe/d, a decrease of 5.7% compared to the first half 2008, mainly as a result of:

• -4% for OPEC reductions and lower gas demand,

• -2.5% for changes in the portfolio, mainly Venezuela and Libya,

• +2.5% for the price effect,

• -1.5% for disruptions in Nigeria related to security issues.

The contribution from ramp-ups and start-ups of new fields was offset by the natural decline on existing fields.

     > Results

						2Q09 vs								1H09 vs
2Q09		1Q09		2Q08		2Q08			in millions of euros	1H09		1H08		1H08
	3,427		4,447		5,739		-40	%	Non-Group sales		7,874		11,935		-34	%
	2,843		2,892		6,964		-59	%	Operating income		5,735		13,387		-57	%
	—		—		—				Adjustments affecting operating income		—		—
	2,843		2,892		6,964		-59	%	Adjusted operating income*		5,735		13,387		-57	%
	1,451		1,482		3,099		-53	%	Adjusted net operating income*		2,933		5,830		-50	%
	176		227		317		-44	%	• includes income from equity affiliates		403		599		-33	%
	2,664		2,250		2,076		+28	%	Investments		4,914		4,254		+16	%
	105		129		565		-81	%	Divestments		234		672		-65	%
	1,943		2,578		3,643		-47	%	Cash flow from operating activities		4,521		7,894		-43	%

* Detail of adjustment items shown in business segment information.

Adjusted net operating income for the Upstream segment was 1,451 M€ in the second quarter 2009 compared to 3,099 M€ in the second quarter 2008, a decrease of 53%, reflecting essentially the impact of lower hydrocarbon prices compared to the second quarter 2008 when Brent peaked at an average of 121 $/b.

Compared to the second quarter 2008, the decrease in income from equity affiliates was driven in particular by lower results from Nigeria LNG.

Adjusted net operating income for the Upstream segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had no impact on Upstream adjusted net operating income in the second quarters 2009 and 2008. The exclusion of special items had a positive impact on Upstream adjusted net operating income of 18 M€ in the second quarter 2009. The exclusion of special items had no impact on Upstream adjusted net operating income in the second quarter 2008.

The effective tax rate for the Upstream segment was 58%, unchanged from the first quarter 2009. The effective tax rate for the Upstream segment was 61% in the second quarter 2008.

Adjusted net operating income for the Upstream segment in the first half 2009 was 2,933 M€ compared to 5,830 M€ in the first half 2008, a decrease of 50%, essentially due to lower hydrocarbon prices.

The return on average capital employed (ROACE¹¹) for the Upstream segment for the twelve months ended June 30, 2009, was 25% compared to 31% for the twelve months ended March 31, 2009, and 36% for the full year 2008.

¹¹ Calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 13 of this exhibit.

5

DOWNSTREAM

      > Refinery throughput and utilization rates*

									2Q09 vs										1H09 vs
2Q09			1Q09			2Q08			2Q08				1H09			1H08			1H08
	2,175			2,236			2,297			-5	%	Total refinery throughput (kb/d)		2,205			2,341			-6	%
	925			895			932			-1	%	• France		910			931			-2	%
	1,024			1,086			1,055			-3	%	• Rest of Europe		1,055			1,111			-5	%
	226			255			310			-27	%	• Rest of world		240			299			-20	%
												Utilization rates
	79	%		81	%		85	%				• Based on crude only		80	%		86	%
	84	%		86	%		88	%				• Based on crude and other feedstock		85	%		90	%

* Includes share of CEPSA.

In the second quarter 2009, refinery throughput decreased by 5% compared to the second quarter 2008 and by 3% compared to the first quarter 2009.

The second quarter 2009 was affected by the completion of scheduled refinery turnarounds at Donges and Antwerp as well as scheduled turnarounds initiated at Lindsey and Vlissingen. Also, due to the economic conditions, certain refineries elected to reduce throughput during the quarter.

In the second quarter 2008, there was a scheduled turnaround at Leuna and partial turnarounds at Normandy and Grandpuits. In the first quarter 2009, there were scheduled turnarounds at Donges and Lindsey in addition to a voluntary throughput reduction at the Port Arthur refinery in March.

Increased turnarounds and voluntary throughput reductions in the second quarter 2009 reduced the utilization rate based on crude and other feedstocks to 84% from 88% in the second quarter 2008 and 86% in the first quarter 2009.

      > Results

									2Q09 vs			in millions of euros							1H09 vs
2Q09			1Q09			2Q08			2Q08			except TRCV refining margins	1H09			1H08			1H08
	12.4			34.7			40.2			-69	%	European refining margin indicator — TRCV ($/t)		23.5			32.4			-27	%
	24,318			22,368			36,990			-34	%	Non-Group sales		46,686			69,770			-33	%
	931			1,036			2,201			-58	%	Operating income		1,967			3,072			-36	%
	(790	)		(245	)		(1,457	)				Adjustments affecting operating income		(1,035	)		(1,830	)
	141			791			744			-81	%	Adjusted operating income*		932			1,242			-25	%
	156			600			587			-73	%	Adjusted net operating income *		756			898			-16	%
	28			33			15			+87	%	• includes income from equity affiliates		61			17			x4
	825			495			514			+61	%	Investments		1,320			808			+63	%
	26			36			128			-80	%	Divestments		62			152			-59	%
	(28	)		1,648			(1,391	)	na			Cash flow from operating activities		1,620			(223	)	na

* Adjusted for special items and the inventory valuation effect. Detail of adjustment items shown in business segment information.

The TRCV European refining margin indicator averaged 12.4 $/t in the second quarter 2009, a decrease of 69% compared to the second quarter 2008 and a decrease of 64% compared to the first quarter 2009. Gasoline margins declined by less than diesel margins, but refining margins as a group suffered over the quarter.

6

Adjusted net operating income for the Downstream segment was 156 M€ in the second quarter 2009, a decrease of 73% compared to the second quarter 2008 and 74% compared to the first quarter 2009, mainly due to the sharp decline of refining margins and to conditions for supply optimization that were particularly favorable in the first quarter 2009.

Adjusted net operating income for the Downstream segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a negative impact on Downstream adjusted net operating income of 699 M€ in the second quarter 2009 and 1,018 M€ in the second quarter 2008. The exclusion of special items had a positive impact on Downstream adjusted net operating income of 117 M€ in the second quarter 2009 compared to a positive impact of 35 M€ in the second quarter 2008. Downstream special items in the second quarter 2009 included, among others, provisions related to the modernization plans for refining in France announced in March 2009.

Adjusted net operating income for the Downstream segment in the first half 2009 was 756 M€, a decrease of 16% compared to the first half 2008, reflecting essentially the less favorable refining environment.

The ROACE for the Downstream segment for the twelve months ended June 30, 2009, was 18% compared to 23% for the twelve months ended March 31, 2009, and 20% for the full year 2008.

CHEMICALS

									2Q09 vs										1H09 vs
2Q09			1Q09			2Q08			2Q08			in millions of euros	1H09			1H08			1H08
	3,684			3,218			5,478			-33	%	Non-Group sales		6,902			10,707			-36	%
	2,164			1,776			3,632			-40	%	• Base chemicals		3,940			7,052			-44	%
	1,520			1,442			1,846			-18	%	• Specialties		2,962			3,655			-19	%
	147			61			308			-52	%	Operating income		208			508			-59	%
	(87	)		(129	)		(230	)				Adjustments affecting operating income		(216	)		(232	)
	60			(68	)		78			-23	%	Adjusted operating income *		(8	)		276		na
	71			(32	)		70			+1	%	Adjusted net operating income *		39			228			-83	%
	19			(40	)		(23	)	na			• Base chemicals		(20	)		38		na
	58			16			97			-40	%	• Specialties		74			195			-62	%
	115			179			221			-48	%	Investments		294			385			-24	%
	8			6			12			-33	%	Divestments		14			19			-26	%
	280			178			169			+66	%	Cash flow from operating activities		458			(33	)	na

* Detail of adjustment items shown in business segment information.

In the second quarter 2009, petrochemical margins remained under pressure from weak demand in the Atlantic basin and, in the second half of the quarter, suffered from rising naphtha prices. The utilization rate for petrochemical units, however, increased from the low levels of the previous quarter.

In the second quarter 2009, sales for the Chemicals segment were 3.7 B€ compared to 5.5 B€ in the second quarter 2008.

Adjusted net operating income for the Chemicals segment was 71 M€, stable compared to 70 M€ in the second quarter 2008 and an increase of more than 100 M€ compared to the first quarter 2009. Compared to the first quarter 2009, the improvement in the Chemicals results were mainly due to relatively good petrochemical export sales to Asia and better resistance by the Specialties that reflected, in particular, their cost reduction efforts and a slight improvement in Asian demand.

7

Adjusted net operating income for the Chemicals segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a negative impact on Chemicals adjusted net operating income of 91 M€ in the second quarter 2009 and 153 M€ in the second quarter 2008. The exclusion of special items had a positive impact on Chemicals adjusted net operating income of 114 M€ in the second quarter 2009 and 14 M€ in the second quarter 2008. Chemicals special items in the second quarter 2009 included mainly provisions related to the modernization plans for petrochemicals in France announced in March 2009.

In the first half 2009, adjusted net operating income for the Chemicals segment was 39 M€ compared to 228 M€ in the first half 2008, a decrease of 83% that resulted from the economic recession, particularly as it affected Europe and North America.

The ROACE for the Chemicals segment for the twelve months ended June 30, 2009, was 7% compared to 7% for the twelve months ended March 31, 2009, and 9% for the full year 2008.

• Cancellation of shares

At the July 30, 2009, meeting, the Board of Directors approved the cancellation of 24,800,000 shares bought in 2008, adjusting the share capital to €5,867,520,185 based on 2,347,008,074 shares with a par value of €2.50 per share.

• TOTAL S.A. — parent company accounts

Net income for TOTAL S.A., the parent company, was 3,240 M€ in the first half of 2009 compared to 3,083 M€ in the first half of 2008.

• Summary and outlook

TOTAL will pay the 2009 interim dividend of 1.14 € per share on November 18, 2009¹².

The Group maintains its net-debt-to-equity ratio objective of 25-30% for year-end 2009.

Since the start of the third quarter 2009, oil prices have remained above the average of the first six months. European refining margins are currently at very weak levels. Chemicals are continuing to suffer the effects of reduced demand in the Atlantic basin, but there are positive signs for demand in Asia.

The coming months should be marked by production ramp-ups at the Akpo field in Nigeria, Tahiti in the Gulf of Mexico, Tyrihans in Norway as well as the start-up of Yemen LNG in the third quarter then Qatargas II train B and Tombua Landana in Angola by the end of the year.

¹² The ex-dividend date for the 2009 interim dividend is November 13 and the payment date is November 18, 2009; for the ADR (NYSE :TOT) the ex-dividend date is November 9.

8

Forward-looking statements

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of the management of TOTAL and on the information currently available to such management. Forward-looking statements include information concerning forecasts, projections, anticipated synergies, and other information concerning possible or assumed future results of TOTAL, and may be preceded by, followed by, or otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “plans”, “targets”, “estimates” or similar expressions.

Forward-looking statements are not assurances of results or values. They involve risks, uncertainties and assumptions. TOTAL’s future results and share value may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond TOTAL’s ability to control or predict. Except for its ongoing obligations to disclose material information as required by applicable securities laws, TOTAL does not have any intention or obligation to update forward-looking statements after the distribution of this document, even if new information, future events or other circumstances have made them incorrect or misleading.

You should understand that various factors, certain of which are discussed elsewhere in this document and in the documents referred to in, or incorporated by reference into, this document, could affect the future results of TOTAL and could cause results to differ materially from those expressed in such forward-looking statements, including:

• material adverse changes in general economic conditions or in the markets served by TOTAL, including changes in the prices of oil, natural gas, refined products, petrochemical products and other chemicals;

• changes in currency exchange rates and currency devaluations;

• the success and the economic efficiency of oil and natural gas exploration, development and production programs, including without limitation, those that are not controlled and/or operated by TOTAL;

• uncertainties about estimates of changes in proven and potential reserves and the capabilities of production facilities;

• uncertainties about the ability to control unit costs in exploration, production, refining and marketing (including refining margins) and chemicals;

• changes in the current capital expenditure plans of TOTAL;

• the ability of TOTAL to realize anticipated cost savings, synergies and operating efficiencies;

• the financial resources of competitors;

• changes in laws and regulations, including tax and environmental laws and industrial safety regulations;

• the quality of future opportunities that may be presented to or pursued by TOTAL;

• the ability to generate cash flow or obtain financing to fund growth and the cost of such financing and liquidity conditions in the capital markets generally;

• the ability to obtain governmental or regulatory approvals;

• the ability to respond to challenges in international markets, including political or economic conditions, including international armed conflict, and trade and regulatory matters;

• the ability to complete and integrate appropriate acquisitions, strategic alliances and joint ventures;

• changes in the political environment that adversely affect exploration, production licenses and contractual rights or impose minimum drilling obligations, price controls, nationalization or expropriation, and regulation of refining and marketing, chemicals and power generating activities;

• the possibility that other unpredictable events such as labor disputes or industrial accidents will adversely affect the business of TOTAL; and

• the risk that TOTAL will inadequately hedge the price of crude oil or finished products.

For additional factors, you should read the information set forth under “Item 3. Risk Factors”, “Item 4. Information on the Company — Other Matters”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk” in TOTAL’s Form 20-F for the year ended December 31, 2008.

9

Operating information by segment
Second quarter and first half 2009

• UPSTREAM

							2Q09 vs			Combined liquids and gas						1H09 vs
2Q09		1Q09		2Q08			2Q08			production by region (kboe/d)	1H09		1H08			1H08
	574		686		601			-4	%	Europe		629		614			+2	%
	713		741		789	*		-10	%	Africa		728		819	*		-11	%
	13		11		14			-7	%	North America		12		15			-20	%
	248		255		246			+1	%	Far East		251		249			+1	%
	420		419		433			-3	%	Middle East		419		435			-4	%
	193		184		244	*		-21	%	South America		189		230	*		-18	%
	21		26		26	*		-19	%	Rest of world		24		27	*		-11	%
	2,182		2,322		2,353			-7	%	Total production		2,252		2,389			-6	%
	342		350		418			-18	%	Includes equity and non-consolidated affiliates		346		407			-15	%

* Restated to reclassify TOTAL’s 48.83% share of CEPSA’s production in Colombia.

							2Q09 vs									1H09 vs
2Q09		1Q09		2Q08			2Q08			Liquids production by region (kb/d)	1H09		1H08			1H08
	275		320		299			-8	%	Europe		297		299			-1	%
	600		633		657	*		-9	%	Africa		618		687	*		-10	%
	11		10		11			—		North America		10		11			-9	%
	33		36		27			+22	%	Far East		34		27			+26	%
	310		315		331			-6	%	Middle East		312		333			-6	%
	87		85		134	*		-35	%	South America		86		122	*		-30	%
	12		14		12	*		—		Rest of world		13		12	*		+8	%
	1,328		1,413		1,471			-10	%	Total production		1,370		1,491			-8	%
	289		294		366			-21	%	Includes equity and non-consolidated affiliates		291		353			-18	%

* Restated to reclassify TOTAL’s 48.83% share of CEPSA’s production in Colombia.

10

						2Q09 vs								1H09 vs
2Q09		1Q09		2Q08		2Q08			Gas production by region (Mcf/d)	1H09		1H08		1H08
	1,639		1,985		1,639		—		Europe		1,811		1,707		+6	%
	580		551		667		-13	%	Africa		566		678		-17	%
	9		8		19		-53	%	North America		9		21		-57	%
	1,215		1,223		1,210		—		Far East		1,219		1,228		-1	%
	609		574		548		+11	%	Middle East		591		564		+5	%
	585		549		610		-4	%	South America		567		600		-5	%
	49		67		79		-38	%	Rest of world		58		82		-29	%
	4,686		4,957		4,772		-2	%	Total production		4,821		4,880		-1	%
	285		302		281		+1	%	Includes equity and non- consolidated affiliates		293		294		—
						2Q09 vs								1H09 vs
2Q09		1Q09		2Q08		2Q08			Liquefied natural gas	1H09		1H08		1H08
	2.12		2.10		2.16		-2	%	LNG sales* (Mt)		4.22		4.48		-6	%
*	Sales, Group share, excluding trading; 1 Mt/y = approx. 133 Mcf/d ; data from 2008 previous period have been restated to reflect volumes estimation for Bontang LNG in Indonesia based on the 2008 SEC coefficient.
• DOWNSTREAM
						2Q09 vs								1H09 vs
2Q09		1Q09		2Q08		2Q08			Refined products sales by region (kb/d)*	1H09		1H08		1H08
	1,979		2,176		1,999		-1	%	Europe		2,076		2,071		—
	272		277		280		-3	%	Africa		275		280		-2	%
	161		189		220		-27	%	Americas		175		188		-7	%
	148		128		143		+3	%	Rest of world		138		144		-4	%
	2,560		2,770		2,642		-3	%	Total consolidated sales		2,664		2,683		-1	%
	1,092		1,000		956		+14	%	Trading		1,046		950		+10	%
	3,652		3,770		3,598		+2	%	Total refined product sales		3,710		3,633		+2	%

* Includes share of CEPSA.

11

Investments — Divestments

							2Q09 vs									1H09 vs
2Q09		1Q09		2Q08			2Q08			in millions of euros	1H09		1H08			1H08
	3,095		2,747		2,091			+48	%	Investments* excluding acquisitions		5,842		4,589			+27	%
	154		228		205			-25	%	• Capitalized exploration		382		377			+1	%
	23		225		(522	)	na			• Net investments in equity affiliates and non-consolidated companies		248		(410	)	na
	480		93		47			x10		Acquisitions		573		95			x6
	3,575		2,840		2,138			+67	%	Investments* including acquisitions		6,415		4,684			+37	%
	781		359		120			x7		Asset sales		1,140		195			x6
	2,776		2,463		2,142			+30	%	Net investments **		5,239		4,587			+14	%

*	Includes net investments in equity affiliates and non-consolidated companies.
**	Net investments = investments including acquisitions and net investments in equity affiliates and non-consolidated companies - asset sales + net financing for employees related to stock purchase plans.

Net-debt-to-equity ratio

in millions of euros	6/30/2009			3/31/2009			6/30/2008
Current borrowings		7,916			4,771			4,795
Net current financial assets		(123	)		(80	)		(49	)
Non-current financial debt		19,640			19,078			14,777
Hedging instruments of non-current debt		(875	)		(934	)		(540	)
Cash and cash equivalents		(14,299	)		(13,319	)		(7,245	)
Net debt		12,259			9,516			11,738
Shareholders equity		51,299			52,597			48,273
Estimated dividend payable*		(2,541	)		(3,812	)		(2,315	)
Minority interests		963			1,004			855
Equity		49,721			49,789			46,813
Net-debt-to-equity ratio		24.7	%		19.1	%		25.1	%

* June 30, 2009, based on the hypothesis of an annual dividend of 2.28 €/share.

12

Return on average capital employed

• For the twelve months ended June 30, 2009

in millions of euros	Upstream			Downstream			Chemicals**
Adjusted net operating income		7,827			2,427			479
Capital employed at 6/30/2008*		26,676			13,491			7,394
Capital employed at 6/30/2009*		35,385			13,939			6,915
ROACE		25.2	%		17.7	%		6.7	%

*	At replacement cost (excluding after-tax inventory effect).
**	Capital employed for Chemicals reduced for the Toulouse-AZF provision of 126 M€ pre-tax at 6/30/2008.

• For the twelve months ended March 31, 2009

in millions of euros	Upstream			Downstream			Chemicals**
Adjusted net operating income		9,475			2,858			478
Capital employed at 3/31/2008*		25,731			11,415			7,266
Capital employed at 3/31/2009*		35,027			13,095			7,175
ROACE		31.2	%		23.3	%		6.6	%

*	At replacement cost (excluding after-tax inventory effect).
**	Capital employed for Chemicals reduced for the Toulouse-AZF provision of 129 M€ pre-tax at 3/31/2008.

• For the twelve months ended December 31, 2008

in millions of euros	Upstream			Downstream			Chemicals**
Adjusted net operating income		10,724			2,569			668
Capital employed at 12/31/2007*		27,062			12,190			7,033
Capital employed at 12/31/2008*		32,681			13,623			7,417
ROACE		35.9	%		19.9	%		9.2	%

*	At replacement cost (excluding after-tax inventory effect).
**	Capital employed for Chemicals reduced for the Toulouse-AZF provision of 134 M€ pre-tax at 12/31/2007 and 256 M€ pre-tax at 12/31/2008.

13

MAIN INDICATORS

Chart updated around the middle of the month following the end of each quarter.

			European
			refining margins				Average liquids		Average gas
	€/$		TRCV* ($/t)		Brent ($/b)		price** ($/b)		price ($/Mbtu)**
Second quarter 2009		1.36		12.4		59.1		54.8		4.71
First quarter 2009		1.30		34.7		44.5		41.5		5.98
Fourth quarter 2008		1.32		41.4		55.5		49.4		7.57
Third quarter 2008		1.51		45.0		115.1		107.8		8.05
Second quarter 2008		1.56		40.2		121.2		114.9		7.29
First quarter 2008		1.50		24.6		96.7		90.7		6.67
Fourth quarter 2007		1.45		30.1		88.5		84.5		6.08
Third quarter 2007		1.37		23.9		74.7		71.4		4.83
Second quarter 2007		1.35		42.8		68.8		65.7		4.94
First quarter 2007		1.31		33.0		57.8		55.0		5.69
Fourth quarter 2006		1.29		22.8		59.6		57.1		6.16
Third quarter 2006		1.27		28.7		69.5		65.4		5.59
Second quarter 2006		1.26		38.3		69.6		66.2		5.75
First quarter 2006		1.20		25.8		61.8		58.8		6.16
Fourth quarter 2005		1.19		45.5		56.9		54.5		5.68
Third quarter 2005		1.22		44.3		61.5		57.8		4.65
Second quarter 2005		1.26		45.0		51.6		48.0		4.39
First quarter 2005		1.31		31.7		47.6		44.1		4.40
Fourth quarter 2004		1.30		42.4		44.0		40.6		4.24
Third quarter 2004		1.22		32.9		41.5		39.5		3.54
Second quarter 2004		1.20		34.4		35.4		34.2		3.44
First quarter 2004		1.25		21.6		32.0		31.0		3.70

*	1 $/t = 0.136 $/b
**	Consolidated subsidiaries, excluding fixed margin and buy-back contracts

Disclaimer: these data are based on TOTAL’s reporting and are not audited. They are subject to change.

14

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)

	2nd quarter			1st quarter			2nd quarter
(M€) (a)	2009			2009			2008
Sales		31,430			30,041			48,200
Excise taxes		(4,856	)		(4,573	)		(4,900	)
Revenues from sales		26,574			25,468			43,300
Purchases, net of inventory variation		(16,300	)		(15,228	)		(27,958	)
Other operating expenses		(4,724	)		(4,675	)		(4,439	)
Exploration costs		(155	)		(176	)		(203	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,636	)		(1,520	)		(1,384	)
Other income		106			15			15
Other expense		(216	)		(87	)		(121	)
Financial interest on debt		(140	)		(171	)		(204	)
Financial income from marketable securities & cash equivalents		40			55			113
Cost of net debt		(100	)		(116	)		(91	)
Other financial income		240			159			229
Other financial expense		(82	)		(81	)		(80	)
Equity in income (loss) of affiliates		393			467			538
Income taxes		(1,877	)		(1,902	)		(4,931	)
Consolidated net income		2,223			2,324			4,875
Group share		2,169			2,290			4,732
Minority interests		54			34			143
Earnings per share (€)		0.97			1.03			2.12
Fully-diluted earnings per share (€)		0.97			1.02			2.10

(a) Except for per share amounts.

15

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)

	1st half			1st half
(M€) (a)	2009			2008
Sales		61,471			92,413
Excise taxes		(9,429	)		(9,826	)
Revenues from sales		52,042			82,587
Purchases, net of inventory variation		(31,528	)		(53,577	)
Other operating expenses		(9,399	)		(9,271	)
Exploration costs		(331	)		(393	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(3,156	)		(2,678	)
Other income		121			168
Other expense		(303	)		(169	)
Financial interest on debt		(311	)		(461	)
Financial income from marketable securities & cash equivalents		95			242
Cost of net debt		(216	)		(219	)
Other financial income		399			345
Other financial expense		(163	)		(151	)
Equity in income (loss) of affiliates		860			1,084
Income taxes		(3,779	)		(9,148	)
Consolidated net income		4,547			8,578
Group share		4,459			8,334
Minority interests		88			244
Earnings per share (€)		2.00			3.72
Fully-diluted earnings per share (€)		1.99			3.70

(a) Except for per share amounts.

16

CONSOLIDATED BALANCE SHEET

TOTAL

	June 30, 2009			March 31, 2009			December 31,			June 30, 2008
(M€)	(unaudited)			(unaudited)			2008			(unaudited)
ASSETS
Non-current assets
Intangible assets, net		5,955			5,904			5,341			4,381
Property, plant and equipment, net		48,762			48,773			46,142			41,756
Equity affiliates: investments and loans		14,075			15,093			14,668			14,524
Other investments		1,211			1,192			1,165			1,246
Hedging instruments of non-current financial debt		875			934			892			540
Other non-current assets		3,095			3,244			3,044			2,179
Total non-current assets		73,973			75,140			71,252			64,626
Current assets
Inventories, net		11,749			10,097			9,621			17,185
Accounts receivable, net		15,226			14,940			15,287			21,856
Other current assets		9,253			9,047			9,642			9,644
Current financial assets		217			150			187			223
Cash and cash equivalents		14,299			13,319			12,321			7,245
Total current assets		50,744			47,553			47,058			56,153
Total assets		124,717			122,693			118,310			120,779
LIABILITIES & SHAREHOLDERS’ EQUITY
Shareholders’ equity
Common shares		5,931			5,931			5,930			6,003
Paid-in surplus and retained earnings		55,031			55,198			52,947			55,024
Currency translation adjustment		(4,656	)		(3,523	)		(4,876	)		(6,483	)
Treasury shares		(5,007	)		(5,009	)		(5,009	)		(6,271	)
Total shareholders’ equity — Group Share		51,299			52,597			48,992			48,273
Minority interests		963			1,004			958			855
Total shareholders’ equity		52,262			53,601			49,950			49,128
Non-current liabilities
Deferred income taxes		8,561			8,478			7,973			7,748
Employee benefits		2,006			2,035			2,011			2,533
Provisions and other non-current liabilities		8,087			8,391			7,858			6,567
Total non-current liabilities		18,654			18,904			17,842			16,848
Non-current financial debt		19,640			19,078			16,191			14,777
Current liabilities
Accounts payable		14,036			13,894			14,815			19,297
Other creditors and accrued liabilities		12,115			12,375			11,632			15,760
Current borrowings		7,916			4,771			7,722			4,795
Other current financial liabilities		94			70			158			174
Total current liabilities		34,161			31,110			34,327			40,026
Total Liabilities and shareholders’ equity		124,717			122,693			118,310			120,779

17

CONSOLIDATED STATEMENT OF CASH FLOW

TOTAL

(unaudited)

	2nd quarter			1st quarter			2nd quarter
(M€)	2009			2009			2008
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income		2,223			2,324			4,875
Depreciation, depletion and amortization		1,712			1,661			1,482
Non-current liabilities, valuation allowances and deferred taxes		281			(68	)		32
Impact of coverage of pension benefit plans		—			—			—
(Gains) losses on sales of assets		(31	)		(15	)		(15	)
Undistributed affiliates’ equity earnings		81			(79	)		104
(Increase) decrease in working capital		(2,363	)		145			(4,563	)
Other changes, net		36			26			7
Cash flow from operating activities		1,939			3,994			1,922
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions		(3,312	)		(2,484	)		(2,619	)
Acquisitions of subsidiaries, net of cash acquired		(109	)		(47	)		—
Investments in equity affiliates and other securities		(131	)		(84	)		(41	)
Increase in non-current loans		(82	)		(320	)		(208	)
Total expenditures		(3,634	)		(2,935	)		(2,868	)
Proceeds from disposal of intangible assets and property, plant and equipment		55			60			16
Proceeds from disposal of subsidiaries, net of cash sold		—			—			84
Proceeds from disposal of non-current investments		726			299			20
Repayment of non-current loans		77			113			606
Total divestments		858			472			726
Cash flow used in investing activities		(2,776	)		(2,463	)		(2,142	)
CASH FLOW (FROM)/USED FINANCING ACTIVITIES
Issuance (repayment) of shares:
- Parent company shareholders		5			9			233
- Treasury shares		2			—			(284	)
- Minority shareholders		—			—			—
Cash dividends paid:
- Parent company shareholders		(2,541	)		—			(2,404	)
- Minority shareholders		(141	)		(4	)		(127	)
Net issuance (repayment) of non-current debt		2,010			2,844			1,562
Increase (decrease) in current borrowings		2,350			(3,417	)		55
Increase (decrease) in current financial assets and liabilities		—			—			(18	)
Cash flow (from) / used financing activities		1,685			(568	)		(983	)
Net increase (decrease) in cash and cash equivalents		848			963			(1,203	)
Effect of exchange rates		132			35			107
Cash and cash equivalents at the beginning of the period		13,319			12,321			8,341
Cash and cash equivalents at the end of the period		14,299			13,319			7,245

18

CONSOLIDATED STATEMENT OF CASH FLOW

TOTAL

(unaudited)

	1st half			1st half
(M€)	2009			2008
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income		4,547			8,578
Depreciation, depletion and amortization		3,373			2,887
Non-current liabilities, valuation allowances and deferred taxes		213			43
Impact of coverage of pension benefit plans		—			—
(Gains) losses on sales of assets		(46	)		(168	)
Undistributed affiliates’ equity earnings		2			(198	)
(Increase) decrease in working capital		(2,218	)		(3,953	)
Other changes, net		62			49
Cash flow from operating activities		5,933			7,238
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions		(5,796	)		(4,946	)
Acquisitions of subsidiaries, net of cash acquired		(156	)		—
Investments in equity affiliates and other securities		(215	)		(148	)
Increase in non-current loans		(402	)		(417	)
Total expenditures		(6,569	)		(5,511	)
Proceeds from disposal of intangible assets and property, plant and equipment		115			22
Proceeds from disposal of subsidiaries, net of cash sold		—			84
Proceeds from disposal of non-current investments		1,025			89
Repayment of non-current loans		190			729
Total divestments		1,330			924
Cash flow used in investing activities		(5,239	)		(4,587	)
CASH FLOW (FROM)/USED FINANCING ACTIVITIES
Issuance (repayment) of shares:
- Parent company shareholders		14			242
- Treasury shares		2			(711	)
- Minority shareholders		—			(9	)
Cash dividends paid:
- Parent company shareholders		(2,541	)		(2,404	)
- Minority shareholders		(145	)		(128	)
Net issuance (repayment) of non-current debt		4,854			2,065
Increase (decrease) in current borrowings		(1,067	)		(832	)
Increase (decrease) in current financial assets and liabilities		—			817
Cash flow (from) / used financing activities		1,117			(960	)
Net increase (decrease) in cash and cash equivalents		1,811			1,691
Effect of exchange rates		167			(434	)
Cash and cash equivalents at the beginning of the period		12,321			5,988
Cash and cash equivalents at the end of the period		14,299			7,245

19

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

TOTAL

(unaudited)

							Paid-in
							surplus
							and			Currency									Shareholders’						Total
	Common shares issued						retained			translation			Treasury shares						equity			Minority			shareholders’
(M€)	Number			Amount			earnings			adjustment			Number			Amount			Group Share			interests			equity
As of January 1, 2008		2,395,532,097			5,989			48,797			(4,396	)		(151,421,232	)		(5,532	)		44,858			842			45,700
Net income for the first half		—			—			8,334			—			—			—			8,334			244			8,578
Other comprehensive Income		—			—			(43	)		(2,087	)		—			—			(2,130	)		(103	)		(2,233	)
Comprehensive Income		—			—			8,291			(2,087	)		—			—			6,204			141			6,345
Dividend		—			—			(2,404	)		—			—			—			(2,404	)		(128	)		(2,532	)
Issuance of common shares		5,678,338			14			228			—			—			—			242			—			242
Purchase of treasury shares		—			—			—			—			(16,000,000	)		(818	)		(818	)		—			(818	)
Sale of treasury shares (1)		—			—			28			—			2,679,805			79			107			—			107
Share-based payments		—			—			84			—			—			—			84			—			84
Other operations with minority interests		—			—			—			—			—			—			—			—			—
Share cancellation		—			—			—			—			—			—			—			—			-
Transactions with shareholders		5,678,338			14			(2,064	)		—			(13,320,195	)		(739	)		(2,789	)		(128	)		(2,917	)
As of June 30, 2008		2,401,210,435			6,003			55,024			(6,483	)		(164,741,427	)		(6,271	)		48,273			855			49,128
Net income for the second half		—			—			2,256			—			—			—			2,256			119			2,375
Other comprehensive Income		—			—			(215	)		1,607			—			—			1,392			69			1,461
Comprehensive Income		—			—			2,041			1,607			—			—			3,648			188			3,836
Dividend		—			—			(2,541	)		—			—			—			(2,541	)		(85	)		(2,626	)
Issuance of common shares		597,639			2			18			—			—			—			20			—			20
Purchase of treasury shares		—			—			—			—			(11,600,000	)		(521	)		(521	)		—			(521	)
Sale of treasury shares (1)		—			—			(99	)		—			3,259,332			142			43			—			43
Share-based payments		—			—			70			—			—			—			70			—			70
Other operations with minority interests		—			—			—			—			—			—			—			—			—
Share cancellation		(30,000,000	)		(75	)		(1,566	)		—			30,000,000			1,641			—			—			—
Transactions with shareholders		(29,402,361	)		(73	)		(4,118	)		—			21,659,332			1,262			(2,929	)		(85	)		(3,014	)
As of December 31, 2008		2,371,808,074			5,930			52,947			(4,876	)		(143,082,095	)		(5,009	)		48,992			958			49,950
Net income for the first half		—			—			4,459			—			—			—			4,459			88			4,547
Other comprehensive Income		—			—			96			220			—			—			316			86			402
Comprehensive Income		—			—			4,555			220			—			—			4,775			174			4,949
Dividend		—			—			(2,541	)		—			—			—			(2,541	)		(145	)		(2,686	)
Issuance of common shares		565,886			1			13			—			—			—			14			—			14
Purchase of treasury shares		—			—			—			—			—			—			—			—			—
Sale of treasury shares (1)		—			—			—			—			51,995			2			2			—			2
Share-based payments		—			—			80			—			—			—			80			—			80
Other operations with minority interests		—			—			(23	)		—			—			—			(23	)		(24	)		(47	)
Share cancellation		—			—			—			—			—			—			—			—			—
Transactions with shareholders		565,886			1			(2,471	)		—			51,995			2			(2,468	)		(169	)		(2,637	)
As of June 30, 2009		2,372,373,960			5,931			55,031			(4,656	)		(143,030,100	)		(5,007	)		51,299			963			52,262

(1) Treasury shares related to the stock option purchase plans and restricted stock grants

20

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (a)

TOTAL

(unaudited)

	1st half			1st half
(M€)	2009			2008
Net income		4,547			8,578
Other comprehensive income
Currency translation adjustment		246			(1,927	)
Available for sale financial assets		39			(43	)
Cash flow hedge		58			—
Share of other comprehensive income of associates, net amount		93			(270	)
Other		(11	)		(1	)
Tax effect		(23	)		8
Total other comprehensive income (net amount)		402			(2,233	)
Comprehensive income		4,949			6,345
— Group share		4,775			6,204
— Minority interests		174			141

(a) In accordance with revised IAS 1, applicable from January 1, 2009.

21

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

1st half 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		7,874			46,686			6,902			9			—			61,471
Intersegment sales		7,349			1,646			276			79			(9,350	)		—
Excise taxes		—			(9,429	)		—			—			—			(9,429	)
Revenues from sales		15,223			38,903			7,178			88			(9,350	)		52,042
Operating expenses		(7,367	)		(36,253	)		(6,635	)		(353	)		9,350			(41,258	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(2,121	)		(683	)		(335	)		(17	)		—			(3,156	)
Operating income		5,735			1,967			208			(282	)		—			7,628
Equity in income (loss) of affiliates and other items		572			127			(121	)		336			—			914
Tax on net operating income		(3,413	)		(581	)		1			143			—			(3,850	)
Net operating income		2,894			1,513			88			197			—			4,692
Net cost of net debt																	(145	)
Minority interests																	(88	)
Net income																	4,459
1st half 2009 (adjustments)(a)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			1,097			259			—						1,356
Depreciation, depletion and amortization of tangible assets and mineral interests		—			(62	)		(43	)		—						(105	)
Operating income (b)		—			1,035			216			—						1,251
Equity in income (loss) of affiliates and other items (c)		(39	)		63			(138	)		(141	)					(255	)
Tax on net operating income		—			(341	)		(29	)		—						(370	)
Net operating income (b)		(39	)		757			49			(141	)					626
Net cost of net debt																	—
Minority interests																	(1	)
Net income																	625
(a)   Adjustments include special items, inventory valuation effect and equity share of adjustments and selected items related to Sanofi-Aventis
(b) Of which inventory valuation effect
On operating income		—			1,278			264			—
On net operating income		—			945			171			—
(c) Of which equity share of adjustments and selected items related to Sanofi-Aventis		—			—			—			(182	)
1st half 2009 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		7,874			46,686			6,902			9			—			61,471
Intersegment sales		7,349			1,646			276			79			(9,350	)		—
Excise taxes		—			(9,429	)		—			—			—			(9,429	)
Revenues from sales		15,223			38,903			7,178			88			(9,350	)		52,042
Operating expenses		(7,367	)		(37,350	)		(6,894	)		(353	)		9,350			(42,614	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(2,121	)		(621	)		(292	)		(17	)		—			(3,051	)
Adjusted operating income		5,735			932			(8	)		(282	)		—			6,377
Equity in income (loss) of affiliates and other items		611			64			17			477			—			1,169
Tax on net operating income		(3,413	)		(240	)		30			143			—			(3,480	)
Adjusted net operating income		2,933			756			39			338			—			4,066
Net cost of net debt																	(145	)
Minority interests																	(87	)
Ajusted net income																	3,834
1st half 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures		4,914			1,320			294			41						6,569
Total divestments		234			62			14			1,020						1,330
Cash flow from operating activities		4,521			1,620			458			(666	)					5,933

22

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

2nd quarter 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		3,427			24,318			3,684			1			—			31,430
Intersegment sales		4,107			1,005			152			42			(5,306	)		—
Excise taxes		—			(4,856	)		—			—			—			(4,856	)
Revenues from sales		7,534			20,467			3,836			43			(5,306	)		26,574
Operating expenses		(3,635	)		(19,154	)		(3,498	)		(198	)		5,306			(21,179	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,056	)		(382	)		(191	)		(7	)		—			(1,636	)
Operating income		2,843			931			147			(162	)		—			3,759
Equity in income (loss) of affiliates and other items		329			85			(117	)		144			—			441
Tax on net operating income		(1,739	)		(278	)		18			81			—			(1,918	)
Net operating income		1,433			738			48			63			—			2,282
Net cost of net debt																	(59	)
Minority interests																	(54	)
Net income																	2,169
2nd quarter 2009 (adjustments)(a)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			852			130			—						982
Depreciation, depletion and amortization of tangible assets and mineral interests		—			(62	)		(43	)		—						(105	)
Operating income (b)		—			790			87			—						877
Equity in income (loss) of affiliates and other items (c)		(18	)		48			(119	)		(91	)					(180	)
Tax on net operating income		—			(256	)		9			—						(247	)
Net operating income (b)		(18	)		582			(23	)		(91	)					450
Net cost of net debt																	—
Minority interests																	(2	)
Net income																	448
(a)   Adjustments include special items, inventory valuation effect and equity share of adjustments and selected items related to Sanofi-Aventis
(b) Of which inventory valuation effect
On operating income		—			933			132			—
On net operating income		—			699			91			—
(c) Of which equity share of adjustments and selected items related to Sanofi-Aventis		—			—			—			(119	)
2nd quarter 2009 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		3,427			24,318			3,684			1			—			31,430
Intersegment sales		4,107			1,005			152			42			(5,306	)		—
Excise taxes		—			(4,856	)		—			—			—			(4,856	)
Revenues from sales		7,534			20,467			3,836			43			(5,306	)		26,574
Operating expenses		(3,635	)		(20,006	)		(3,628	)		(198	)		5,306			(22,161	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,056	)		(320	)		(148	)		(7	)		—			(1,531	)
Adjusted operating income		2,843			141			60			(162	)		—			2,882
Equity in income (loss) of affiliates and other items		347			37			2			235			—			621
Tax on net operating income		(1,739	)		(22	)		9			81			—			(1,671	)
Adjusted net operating income		1,451			156			71			154			—			1,832
Net cost of net debt																	(59	)
Minority interests																	(52	)
Ajusted net income																	1,721
2nd quarter 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures		2,664			825			115			30						3,634
Total divestments		105			26			8			719						858
Cash flow from operating activities		1,943			(28	)		280			(256	)					1,939

23

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

1st quarter 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		4,447			22,368			3,218			8			—			30,041
Intersegment sales		3,242			641			124			37			(4,044	)		—
Excise taxes		—			(4,573	)		—			—			—			(4,573	)
Revenues from sales		7,689			18,436			3,342			45			(4,044	)		25,468
Operating expenses		(3,732	)		(17,099	)		(3,137	)		(155	)		4,044			(20,079	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,065	)		(301	)		(144	)		(10	)		—			(1,520	)
Operating income		2,892			1,036			61			(120	)		—			3,869
Equity in income (loss) of affiliates and other items		243			42			(4	)		192			—			473
Tax on net operating income		(1,674	)		(303	)		(17	)		62			—			(1,932	)
Net operating income		1,461			775			40			134			—			2,410
Net cost of net debt																	(86	)
Minority interests																	(34	)
Net income																	2,290
1st quarter 2009 (adjustments) (a)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			245			129			—						374
Depreciation, depletion and amortization of tangible assets and mineral interests		—			—			—			—						—
Operating income (b)		—			245			129			—						374
Equity in income (loss) of affiliates and other items (c)		(21	)		15			(19	)		(50	)					(75	)
Tax on net operating income		—			(85	)		(38	)		—						(123	)
Net operating income (b)		(21	)		175			72			(50	)					176
Net cost of net debt																	—
Minority interests																	1
Net income																	177
(a)   Adjustments include special items, inventory valuation effect and equity share of adjustments and selected items related to Sanofi-Aventis
(b) Of which inventory valuation effect
On operating income		—			345			132			—
On net operating income		—			246			80			—
(c) Of which equity share of adjustments and selected items related to Sanofi-Aventis		—			—			—			(63	)
1st quarter 2009 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		4,447			22,368			3,218			8			—			30,041
Intersegment sales		3,242			641			124			37			(4,044	)		—
Excise taxes		—			(4,573	)		—			—			—			(4,573	)
Revenues from sales		7,689			18,436			3,342			45			(4,044	)		25,468
Operating expenses		(3,732	)		(17,344	)		(3,266	)		(155	)		4,044			(20,453	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,065	)		(301	)		(144	)		(10	)		—			(1,520	)
Adjusted operating income		2,892			791			(68	)		(120	)		—			3,495
Equity in income (loss) of affiliates and other items		264			27			15			242			—			548
Tax on net operating income		(1,674	)		(218	)		21			62			—			(1,809	)
Adjusted net operating income		1,482			600			(32	)		184			—			2,234
Net cost of net debt																	(86	)
Minority interests																	(35	)
Ajusted net income																	2,113
1st quarter 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures		2,250			495			179			11						2,935
Total divestments		129			36			6			301						472
Cash flow from operating activities		2,578			1,648			178			(410	)					3,994

24

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

1st half 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		11,935			69,770			10,707			1			—			92,413
Intersegment sales		13,980			3,050			706			70			(17,806	)		—
Excise taxes		—			(9,826	)		—			—			—			(9,826	)
Revenues from sales		25,915			62,994			11,413			71			(17,806	)		82,587
Operating expenses		(10,697	)		(59,346	)		(10,648	)		(356	)		17,806			(63,241	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,831	)		(576	)		(257	)		(14	)		—			(2,678	)
Operating income		13,387			3,072			508			(299	)		—			16,668
Equity in income (loss) of affiliates and other items		904			(13	)		3			383			—			1,277
Tax on net operating income		(8,331	)		(898	)		(143	)		150			—			(9,222	)
Net operating income		5,960			2,161			368			234			—			8,723
Net cost of net debt																	(145	)
Minority interests																	(244	)
Net income																	8,334
1st half 2008 (adjustments)(a)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			1,830			232			—						2,062
Depreciation, depletion and amortization of tangible assets and mineral interests		—			—			—			—						—
Operating income(b)		—			1,830			232			—						2,062
Equity in income (loss) of affiliates and other items (c)		130			15			(22	)		(152	)					(29	)
Tax on net operating income		—			(582	)		(70	)		—						(652	)
Net operating income (b)		130			1,263			140			(152	)					1,381
Net cost of net debt																	—
Minority interests																	(24	)
Net income																	1,357
(a)   Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi-Aventis
(b) Of which inventory valuation effect
On operating income		—			1,830			232			—
On net operating income		—			1,298			154			—
(c) Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(149	)
1st half 2008 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		11,935			69,770			10,707			1			—			92,413
Intersegment sales		13,980			3,050			706			70			(17,806	)		—
Excise taxes		—			(9,826	)		—			—			—			(9,826	)
Revenues from sales		25,915			62,994			11,413			71			(17,806	)		82,587
Operating expenses		(10,697	)		(61,176	)		(10,880	)		(356	)		17,806			(65,303	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,831	)		(576	)		(257	)		(14	)		—			(2,678	)
Adjusted operating income		13,387			1,242			276			(299	)		—			14,606
Equity in income (loss) of affiliates and other items		774			(28	)		25			535			—			1,306
Tax on net operating income		(8,331	)		(316	)		(73	)		150			—			(8,570	)
Adjusted net operating income		5,830			898			228			386			—			7,342
Net cost of net debt																	(145	)
Minority interests																	(220	)
Ajusted net income																	6,977
1st half 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures		4,254			808			385			64						5,511
Total divestments		672			152			19			81						924
Cash flow from operating activities		7,894			(223	)		(33	)		(400	)					7,238

25

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

2nd quarter 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		5,739			36,990			5,478			(7	)		—			48,200
Intersegment sales		7,862			1,497			449			37			(9,845	)		—
Excise taxes		—			(4,900	)		—			—			—			(4,900	)
Revenues from sales		13,601			33,587			5,927			30			(9,845	)		43,300
Operating expenses		(5,679	)		(31,095	)		(5,491	)		(180	)		9,845			(32,600	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(958	)		(291	)		(128	)		(7	)		—			(1,384	)
Operating income		6,964			2,201			308			(157	)		—			9,316
Equity in income (loss) of affiliates and other items		439			20			(11	)		133			—			581
Tax on net operating income		(4,304	)		(651	)		(88	)		78			—			(4,965	)
Net operating income		3,099			1,570			209			54			—			4,932
Net cost of net debt																	(57	)
Minority interests																	(143	)
Net income																	4,732
2nd quarter 2008 (adjustments)(a)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			1,457			230			—						1,687
Depreciation, depletion and amortization of tangible assets and mineral interests		—			—			—			—						—
Operating income(b)		—			1,457			230			—						1,687
Equity in income (loss) of affiliates and other items (c)		—			(10	)		(22	)		(96	)					(128	)
Tax on net operating income		—			(464	)		(69	)		—						(533	)
Net operating income(b)		—			983			139			(96	)					1,026
Net cost of net debt																	—
Minority interests																	(17	)
Net income																	1,009
(a)   Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi-Aventis
(b) Of which inventory valuation effect
On operating income		—			1,457			230			—
On net operating income		—			1,018			153			—
(c) Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(78	)
2nd quarter 2008 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		5,739			36,990			5,478			(7	)		—			48,200
Intersegment sales		7,862			1,497			449			37			(9,845	)		—
Excise taxes		—			(4,900	)		—			—			—			(4,900	)
Revenues from sales		13,601			33,587			5,927			30			(9,845	)		43,300
Operating expenses		(5,679	)		(32,552	)		(5,721	)		(180	)		9,845			(34,287	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(958	)		(291	)		(128	)		(7	)		—			(1,384	)
Adjusted operating income		6,964			744			78			(157	)		—			7,629
Equity in income (loss) of affiliates and other items		439			30			11			229			—			709
Tax on net operating income		(4,304	)		(187	)		(19	)		78			—			(4,432	)
Adjusted net operating income		3,099			587			70			150			—			3,906
Net cost of net debt																	(57	)
Minority interests																	(126	)
Ajusted net income																	3,723
2nd quarter 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures		2,076			514			221			57						2,868
Total divestments		565			128			12			21						726
Cash flow from operating activities		3,643			(1,391	)		169			(499	)					1,922

26

CONSOLIDATED STATEMENT OF INCOME (Impact of adjustments)

TOTAL

(unaudited)

2nd quarter 2009							Consolidated
(M€)	Adjusted			Adjustments			statement of income
Sales		31,430			—			31,430
Excise taxes		(4,856	)		—			(4,856	)
Revenues from sales		26,574			—			26,574
Purchases net of inventory variation		(17,365	)		1,065			(16,300	)
Other operating expenses		(4,641	)		(83	)		(4,724	)
Exploration costs		(155	)		—			(155	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,531	)		(105	)		(1,636	)
Other income		78			28			106
Other expense		(56	)		(160	)		(216	)
Financial interest on debt		(140	)		—			(140	)
Financial income from marketable securities & cash equivalents		40			—			40
Cost of net debt		(100	)		—			(100	)
Other financial income		240			—			240
Other financial expense		(82	)		—			(82	)
Equity in income (loss) of affiliates		441			(48	)		393
Income taxes		(1,630	)		(247	)		(1,877	)
Consolidated net income		1,773			450			2,223
Group share		1,721			448			2,169
Minority interests		52			2			54

2nd quarter 2008							Consolidated
(M€)	Adjusted			Adjustments			statement of income
Sales		48,200			—			48,200
Excise taxes		(4,900	)		—			(4,900	)
Revenues from sales		43,300			—			43,300
Purchases net of inventory variation		(29,645	)		1,687			(27,958	)
Other operating expenses		(4,439	)		—			(4,439	)
Exploration costs		(203	)		—			(203	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,384	)		—			(1,384	)
Other income		13			2			15
Other expense		(26	)		(95	)		(121	)
Financial interest on debt		(204	)		—			(204	)
Financial income from marketable securities & cash equivalents		113			—			113
Cost of net debt		(91	)		—			(91	)
Other financial income		229			—			229
Other financial expense		(80	)		—			(80	)
Equity in income (loss) of affiliates		573			(35	)		538
Income taxes		(4,398	)		(533	)		(4,931	)
Consolidated net income		3,849			1,026			4,875
Group share		3,723			1,009			4,732
Minority interests		126			17			143

27

CONSOLIDATED STATEMENT OF INCOME (Impact of adjustments)

TOTAL

(unaudited)

1st half 2009							Consolidated
(M€)	Adjusted			Adjustments			statement of income
Sales		61,471			—			61,471
Excise taxes		(9,429	)		—			(9,429	)
Revenues from sales		52,042			—			52,042
Purchases net of inventory variation		(33,070	)		1,542			(31,528	)
Other operating expenses		(9,213	)		(186	)		(9,399	)
Exploration costs		(331	)		—			(331	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(3,051	)		(105	)		(3,156	)
Other income		80			41			121
Other expense		(113	)		(190	)		(303	)
Financial interest on debt		(311	)		—			(311	)
Financial income from marketable securities & cash equivalents		95			—			95
Cost of net debt		(216	)		—			(216	)
Other financial income		399			—			399
Other financial expense		(163	)		—			(163	)
Equity in income (loss) of affiliates		966			(106	)		860
Income taxes		(3,409	)		(370	)		(3,779	)
Consolidated net income		3,921			626			4,547
Group share		3,834			625			4,459
Minority interests		87			1			88

1st half 2008							Consolidated
(M€)	Adjusted			Adjustments			statement of income
Sales		92,413			—			92,413
Excise taxes		(9,826	)		—			(9,826	)
Revenues from sales		82,587			—			82,587
Purchases net of inventory variation		(55,639	)		2,062			(53,577	)
Other operating expenses		(9,271	)		—			(9,271	)
Exploration costs		(393	)		—			(393	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(2,678	)		—			(2,678	)
Other income		21			147			168
Other expense		(74	)		(95	)		(169	)
Financial interest on debt		(461	)		—			(461	)
Financial income from marketable securities & cash equivalents		242			—			242
Cost of net debt		(219	)		—			(219	)
Other financial income		345			—			345
Other financial expense		(151	)		—			(151	)
Equity in income (loss) of affiliates		1,165			(81	)		1,084
Income taxes		(8,496	)		(652	)		(9,148	)
Consolidated net income		7,197			1,381			8,578
Group share		6,977			1,357			8,334
Minority interests		220			24			244

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TOTAL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIRST SIX MONTHS OF 2009
(unaudited)

1) Accounting policies

The interim consolidated financial statements of TOTAL S.A. and its subsidiaries (the Group) as of June 30, 2009 have been prepared in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting”. The accounting policies applied for the consolidated financial statements as of June 30, 2009 do not differ significantly from those applied for the consolidated financial statements as of December 31, 2008 which 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). The new accounting standards and amendments mandatory for the annual period beginning January 1, 2009 are described in Note 1W to the consolidated financial statements as of December 31, 2008 and have no material effect on the Group’s consolidated financial statements for the first six months of 2009. Among these new standards or interpretations, it should be noted that the revised version of IAS 1 “Presentation of financial statements”, effective for annual periods beginning on or after January 1, 2009, resulted in the following:

• presentation of the consolidated statement of comprehensive income;

• information on other comprehensive income presented in Note 4 to the interim consolidated financial statements.

The preparation of financial statements in accordance with IFRS requires management to make estimates and apply 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. 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-retirement benefits and the income tax computation. These judgments and estimates are described in the notes to the consolidated financial statements as of December 31, 2008.

Lastly, when the accounting treatment of a specific transaction is not addressed by any accounting standard or interpretation, management applies its judgment to define and apply accounting policies that will lead to relevant and reliable information, so that the financial statements:

• give a true and fair view of the Group’s financial position, financial performance and cash flows;

• reflect the substance of transactions;

• are neutral;

• are prepared on a prudent basis;

• are complete in all material aspects.

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 amortized cost. Financial assets and liabilities are usually measured at fair value.

2) Changes in the Group structure, main acquisitions and divestments

During the first six months of 2009, TOTAL progressively sold 1.71% of Sanofi-Aventis’ share capital, thus reducing its interest to 9.67%. Sanofi-Aventis is accounted for by the equity method in TOTAL’s Consolidated Financial Statements.

29

3) Adjustment items

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.

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 include:

(i) Special items

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 some instances, 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 within prior years or are likely to occur again within the coming years.

(ii) Inventory valuation effect

The adjusted results of the Downstream and Chemicals segments are presented according to the replacement cost method. This method is used to assess the segments’ performance and ensure the comparability of the segments’ performance with those of its competitors, mainly North American.

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 determined by the average prices of the period rather than the historical value. The inventory valuation effect is the difference between the results according to FIFO (First-In, First-Out) and the replacement cost.

(iii) TOTAL’s equity share of adjustments and selected items related to Sanofi-Aventis

The adjusted results (adjusted operating income, adjusted net operating income, adjusted net income) are defined as replacement cost results, adjusted for special items, and excluding TOTAL’s equity share of adjustments and, from 2009, selected items related to Sanofi-Aventis.

The detail of the adjustment items is presented in the table below.

ADJUSTMENTS TO OPERATING INCOME

(M€)		Upstream		Downstream			Chemicals			Corporate		Total
2nd quarter 2009	Inventory valuation effect		—		933			132			—		1,065
	Restructuring charges		—		—			—			—		—
	Asset impairment charges		—		(62	)		(43	)		—		(105	)
	Other items		—		(81	)		(2	)		—		(83	)
Total			—		790			87			—		877
2nd quarter 2008	Inventory valuation effect		—		1,457			230			—		1,687
	Restructuring charges		—		—			—			—		—
	Asset impairment charges		—		—			—			—		—
	Other items		—		—			—			—		—
Total			—		1,457			230			—		1,687
1st half 2009	Inventory valuation effect		—		1,278			264			—		1,542
	Restructuring charges		—		—			—			—		—
	Asset impairment charges		—		(62	)		(43	)		—		(105	)
	Other items		—		(181	)		(5	)		—		(186	)
Total			—		1,035			216			—		1,251
1st half 2008	Inventory valuation effect		—		1,830			232			—		2,062
	Restructuring charges		—		—			—			—		—
	Asset impairment charges		—		—			—			—		—
	Other items		—		—			—			—		—
Total			—		1,830			232			—		2,062

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ADJUSTMENTS TO NET INCOME

(M€)		Upstream			Downstream			Chemicals			Corporate			Total
2nd quarter 2009	Inventory valuation effect		—			697			91			—			788
	TOTAL’s equity share of adjustments and selected items related to Sanofi-Aventis		—			—			—			(119	)		(119	)
	Restructuring charges		—			(16	)		(83	)		—			(99	)
	Asset impairment charges		—			(41	)		(30	)		—			(71	)
	Gains (losses) on sales of assets		—			—			—			28			28
	Other items		(18	)		(60	)		(1	)		—			(79	)
Total			(18	)		580			(23	)		(91	)		448
2nd quarter 2008	Inventory valuation effect		—			1,001			153			—			1,154
	TOTAL’s equity share of adjustments related to Sanofi-Aventis		—			—			—			(78	)		(78	)
	Restructuring charges		—			(35	)		(9	)		—			(44	)
	Asset impairment charges		—			—			—			—			—
	Gains (losses) on sales of assets		—			—			—			2			2
	Other items		—			—			(5	)		(20	)		(25	)
Total			—			966			139			(96	)		1,009
1st half 2009	Inventory valuation effect		—			944			171			—			1,115
	TOTAL’s equity share of adjustments and selected items related to Sanofi-Aventis		—			—			—			(182	)		(182	)
	Restructuring charges		—			(16	)		(89	)		—			(105	)
	Asset impairment charges		—			(41	)		(30	)		—			(71	)
	Gains (losses) on sales of assets		—			—			—			41			41
	Other items		(39	)		(131	)		(3	)		—			(173	)
Total			(39	)		756			49			(141	)		625
1st half 2008	Inventory valuation effect		—			1,274			154			—			1,428
	TOTAL’s equity share of adjustments related to
	Sanofi-Aventis		—			—			—			(149	)		(149	)
	Restructuring charges		—			(35	)		(9	)		—			(44	)
	Asset impairment charges		—			—			—			—			—
	Gains (losses) on sales of assets		130			—			—			17			147
	Other items		—			—			(5	)		(20	)		(25	)
Total			130			1,239			140			(152	)		1,357

4) Shareholders’ equity

Treasury shares (TOTAL shares held by TOTAL S.A.)

As of June 30, 2009, TOTAL S.A. held 42,698,832 of its own shares, representing 1.80% of its share capital, detailed as follows:

• 17,898,832 shares allocated to covering TOTAL share purchase option plans and restricted shares plans for Group employees;

• 24,800,000 shares purchased during the first ten months of 2008 for cancellation, pursuant to the authorizations granted by the shareholders’ meetings held on May 11, 2007 and May 16, 2008.

These 42,698,832 shares are deducted from the consolidated shareholders’ equity.

TOTAL shares held by Group subsidiaries

As of June 30, 2009, TOTAL S.A. held indirectly through its subsidiaries 100,331,268 of its own shares, representing 4.23% of its share capital, detailed as follows:

• 2,023,672 shares held by a consolidated subsidiary, Total Nucléaire, 100% indirectly controlled by TOTAL S.A.;

• 98,307,596 shares held by subsidiaries of Elf Aquitaine (Financière Valorgest, Sogapar and Fingestval).

These 100,331,268 shares are deducted from the consolidated shareholders’ equity.

31

Dividend

The shareholders’ meeting of May 15, 2009 approved the payment of a cash dividend of €2.28 per share for the fiscal year 2008. Taking into account an interim dividend of €1.14 per share paid on November 19, 2008, the remaining balance of €1.14 per share was paid on May 22, 2009.

The Board of Directors approved the 2009 interim dividend of €1.14 per share at their July 30, 2009 meeting.

Other Comprehensive Income

Detail of other comprehensive income showing items reclassified from equity to net income is presented in the table below:

(M€)	1st half 2009					1st half 2008
Currency translation adjustment				246					(1 927	)
- unrealized gain/(loss) of the period		247					(1 927	)
- less gain/(loss) included in net income		1
Available for sale financial assets				39					(43	)
- unrealized gain/(loss) of the period		39					(43	)
- less gain/(loss) included in net income
Cash flow hedge				58					-
- unrealized gain/(loss) of the period		215
- less gain/(loss) included in net income		157
Share of other comprehensive income of equity affiliates, net amount				93					(270	)
Other				(11	)				(1	)
- unrealized gain/(loss) of the period		(11	)				15
- less gain/(loss) included in net income
Tax effect				(23	)				8
Total other comprehensive income (net amount)				402					(2 233	)

Tax effects relating to each component of other comprehensive income are as follows:

	1st half 2009									1st half 2008
	Pre-tax									Pre-tax
(M€)	amount			Tax effect			Net amount			amount			Tax effect		Net amount
Currency translation adjustment		246						246			(1 927	)				(1 927	)
Available for sale financial assets		39			(4	)		35			(43	)		8		(35	)
Cash flow hedge		58			(19	)		39			—					—
Share of other comprehensive income of associates, net amount		93						93			(270	)				(270	)
Other		(11	)					(11	)		(1	)				(1	)
Total other comprehensive income		425			(23	)		402			(2 241	)		8		(2 233	)

5) Non-current financial debt

The Group issued bonds through its subsidiary Total Capital during the first six months of 2009:

• Bond 4.875% 2009-2019 (750 million EUR)

• Bond 2.500% 2009-2013 (350 million CHF)

• Bond 3.500% 2009-2014 (1,000 million EUR)

• Bond 3.240% 2009-2014 (396 million HKD)

• Bond 5.125% 2009-2024 (950 million EUR)

• Bond 3.500% 2009-2014 (150 million EUR)

• Bond 2.625% 2009-2014 (200 million CHF)

32

• Bond 5.500% 2009-2013 (100 million AUD)

• Bond 4.000% 2009-2013 (100 million USD)

• Bond 2.375% 2009-2016 (150 million CHF)

• Bond 3.625% 2009-2015 (550 million EUR)

• Bond 5.500% 2009-2013 (100 million AUD)

• Bond 4.250% 2009-2017 (200 million GBP)

• Bond 4.180% 2009-2019 (750 million HKD)

• Bond 4.250% 2009-2017 (100 million GBP)

• Bond 4.875% 2009-2019 (450 million EUR)

The Group repaid bonds during the first six months of 2009:

• Bond 4.500% 1999-2009 (1,000 million EUR)

• Bond 6.200% 1997-2009 (900 million FRF)

• Bond 3.500% 2003-2009 (500 million USD)

• Bond 6.250% 2003-2009 (100 million AUD)

• Bond 3.500% 2004-2009 (50 million USD)

• Bond 3.500% 2005-2009 (50 million USD)

In the context of its active cash management, the Group may temporarily increase its current borrowings, particularly in the form of commercial paper. The changes in current borrowings, cash and cash equivalents and current financial assets resulting from this cash management in the quarterly financial statements are not necessarily representative of a longer-term position.

6) Related parties

The related parties are principally equity affiliates and non-consolidated investments. There were no major changes concerning the main transactions with related parties during the first six months of 2009.

7) Other risks and contingent liabilities

TOTAL is not currently aware of any event, litigation, risks or contingent liabilities that could have a material impact on the assets and liabilities, results, financial position or operations of the Group.

Antitrust investigations

1.	Following investigations into certain commercial practices in the chemicals industry in the United States, some subsidiaries of the Arkema(1) group are involved in civil liability lawsuits in the United States and Canada for violations of antitrust laws. TOTAL S.A. has been named in certain of these suits as the parent company.
	In Europe, the European Commission commenced investigations in 2000, 2003 and 2004 into alleged anti-competitive practices involving certain products sold by Arkema. In January 2005, under one of these investigations, the European Commission fined Arkema 13.5 M€ and jointly fined Arkema and Elf Aquitaine 45 M€. Arkema and Elf Aquitaine have appealed these decisions to the Court of First Instance of the European Union.
	The Commission notified Arkema, TOTAL S.A. and Elf Aquitaine of complaints concerning two other product lines in January and August 2005, respectively. Arkema has cooperated with the authorities in these procedures and investigations. In May 2006, the European Commission fined Arkema 78.7 M€ and 219.1 M€, as a result of, respectively, each of these two proceedings. Elf Aquitaine was held jointly and severally liable for, respectively, 65.1 M€ and 181.35 M€ of these fines while TOTAL S.A. was held jointly and severally liable, respectively, for 42 M€ and 140.4 M€. TOTAL S.A., Arkema and Elf Aquitaine have appealed these decisions to the Court of First Instance of the European Union.
	Arkema and Elf Aquitaine received a statement of objections from the European Commission in August 2007 concerning alleged anti-competitive practices related to another line of chemical products. As a result, in June 2008, Arkema and Elf Aquitaine have been jointly and severally fined in an amount of 22.7 M€ and individually in an amount of 20.43 M€ for Arkema and 15.89 M€ for Elf Aquitaine. The companies concerned appealed this decision to the relevant European court.

⁽¹⁾: Arkema is used in this section to designate those companies of the Arkema group whose ultimate parent company is Arkema S.A. became an independent company after being spun-off from Total S.A. in May 2006.

33

	Arkema and Elf Aquitaine received a statement of objections from the European Commission in March 2009 concerning alleged anti-competitive practices related to another line of chemical products. As of today, the Commission has not rendered a decision.
	No facts have been alleged that would implicate TOTAL S.A. or Elf Aquitaine in the practices questioned in these proceedings, and the fines received are based solely on their status as parent companies.
	Arkema began implementing compliance procedures in 2001 that are designed to prevent its employees from violating antitrust provisions. However, it is not possible to exclude the possibility that the relevant authorities could commence additional proceedings involving Arkema, as well as TOTAL S.A. and Elf Aquitaine.
2.	As part of the agreement relating to the spin-off of Arkema, TOTAL S.A. or certain other Group companies agreed to grant Arkema guarantees for certain risks related to antitrust proceedings arising from events prior to the spin-off.
	These guarantees cover, for a period of ten years that began in 2006, 90% of amounts paid by Arkema related to (i) fines imposed by European authorities or European member-states for competition law violations, (ii) fines imposed by U.S. courts or antitrust authorities for federal antitrust violations or violations of the competition laws of U.S. states, (iii) damages awarded in civil proceedings related to the government proceedings mentioned above, and (iv) certain costs related to these proceedings.
	The guarantee covering the risks related to anticompetition violations in Europe applies to amounts above a 176.5 M€ threshold. If one or more individuals or legal entities, acting alone or together, directly or indirectly holds more than one-third of the voting rights of Arkema, or if Arkema transfers more than 50% of its assets (as calculated under the enterprise valuation method, as of the date of the transfer) to a third party or parties acting together, irrespective of the type or number of transfers, these guarantees will become void.
	On the other hand, the agreements provide that Arkema will indemnify TOTAL S.A. or any Group company for 10% of any amount that TOTAL S.A. or any Group company are required to pay under any of the proceedings covered by these guarantees.
3.	The Group has recorded provisions amounting to 85 M€ in its consolidated financial statements as of June 30, 2009 to cover the risks mentioned above.
4.	Moreover, as a result of investigations started by the European Commission in October 2002 concerning certain Refining & Marketing subsidiaries of the Group, Total Nederland N.V. and TOTAL S.A. received a statement of objections in October 2004. These proceedings resulted, in September 2006, in Total Nederland N.V. being fined 20.25 M€ and in TOTAL S.A. as its parent company being held jointly responsible for 13.5 M€ of this amount, although no facts implicating TOTAL S.A. in the practices under investigation were alleged. TOTAL S.A. and Total Nederland N.V. have appealed this decision to the Court of First Instance of the European Union.
	In addition, in May 2007, Total France and TOTAL S.A. received a statement of objections regarding alleged antitrust practices concerning another product line of the Refining & Marketing division. These proceedings resulted, in October 2008, in Total France being fined 128.2 M€ and in TOTAL S.A., as its parent company, being held jointly responsible although no facts implicating TOTAL S.A. in the practices under investigation were alleged. TOTAL S.A. and Total Raffinage Marketing (the new corporate name of Total France) have appealed this decision to the Court of First Instance of the European Union.
	Furthermore, in July 2009, the French antitrust Authority sent to TotalGaz and Total Raffinage Marketing a statement of objections regarding alleged antitrust practices concerning another product line of the Refining & Marketing division.
5.	Given the discretionary powers granted to antitrust Authorities for determining fines, it is not currently possible to determine with certainty the ultimate outcome of these investigations and proceedings. TOTAL S.A. and Elf Aquitaine are contesting their liability and the method of determining these fines. Although it is not possible to predict the outcome of these proceedings, the Group believes that they will not have a material adverse effect on its financial condition or results.

Buncefield

On December 11, 2005, several explosions, followed by a major fire, occurred at an oil storage depot at Buncefield, north of London. This depot is operated by Hertfordshire Oil Storage Limited (HOSL), a company in which the British subsidiary of TOTAL holds 60% and another oil group holds 40%.

34

The explosion caused minor injuries to a number of people and caused property damage to the depot and the buildings and homes located nearby. The official Independent Investigation Board has indicated that the explosion was caused by the overflow of a tank at the depot. The Board’s final report was released on December 11, 2008. The civil procedure for claims, which have not yet been settled, took place between October and December 2008. The Court’s decision of March 20, 2009, declared the British subsidiary of TOTAL responsible for the accident and solely liable for indemnifying the victims. TOTAL’s British subsidiary has appealed this decision. The hearing of the appeal is expected to take place at the end of 2009 or during the first half 2010.

The Group carries insurance for damage to its interests in these facilities, business interruption and civil liability claims from third parties, and believes that, based on the information currently available, on a reasonable estimate of its liability and on provisions recognized, this accident should not have a significant impact on the Group’s financial situation or consolidated results.

On December 1, 2008, the Health and Safety Executive (HSE) and the Environment Agency (EA) issued a Notice of prosecution against five companies, including the British subsidiary of TOTAL. Court hearings took place in the second quarter 2009. The criminal trial is scheduled to start in the second quarter 2010.

Erika

Following the sinking in December 1999 of the Erika, a tanker that was transporting products belonging to one of the Group companies, the Tribunal de grande instance of Paris convicted TOTAL S.A. of marine pollution pursuant to a judgment issued on January 16, 2008, finding that TOTAL S.A. was negligent in its vetting procedure for vessel selection. TOTAL S.A. was fined €375,000. The court also ordered compensation to be paid to the victims of pollution from the Erika up to an aggregate amount of 192 M€, declaring TOTAL S.A. jointly and severally liable for such payments together with the Erika’s inspection and classification firm, the Erika’s owner and the Erika’s manager.

TOTAL believes that the finding of negligence and the related conviction for marine pollution are without substance as a matter of fact and as a matter of law. TOTAL also considers that this verdict is contrary to the intended aim of enhancing maritime transport safety.

TOTAL has appealed the verdict of January 16, 2008. In the meantime, it has nevertheless proposed to pay third parties who so request definitive compensation as determined by the court. As of today, thirty-six third parties have received compensation payments, representing an aggregate amount of 170.1 M€.

The hearing of the appeal before the Court of Appeals of Paris is expected to begin in October 2009.

At the current stage of the proceedings, TOTAL S.A. believes that, based on a reasonable estimate of its liability, the case will not have a material impact on the Group’s financial situation or consolidated results.

Vlissingen refinery

Total, the majority shareholder (55%) of the Vlissingen refinery, exercised its pre-emptive rights over the shares (45%) of this asset that were offered for sale by Dow Chemical. Concurrently, Lukoil submitted to TOTAL a binding purchase offer for these shares (45%).

This operation is subject to the approval by the competent authorities.

35

8) Information by business segment

1st half 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		7,874			46,686			6,902			9			—			61,471
Intersegment sales		7,349			1,646			276			79			(9,350	)		—
Excise taxes		—			(9,429	)		—			—			—			(9,429	)
Revenues from sales		15,223			38,903			7,178			88			(9,350	)		52,042
Operating expenses		(7,367	)		(36,253	)		(6,635	)		(353	)		9,350			(41,258	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(2,121	)		(683	)		(335	)		(17	)		—			(3,156	)
Operating income		5,735			1,967			208			(282	)		—			7,628
Equity in income (loss) of affiliates and other items		572			127			(121	)		336			—			914
Tax on net operating income		(3,413	)		(581	)		1			143			—			(3,850	)
Net operating income		2,894			1,513			88			197			—			4,692
Net cost of net debt																	(145	)
Minority interests																	(88	)
Net income																	4,459
1st half 2009 (adjustments)(a)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			1,097			259			—						1,356
Depreciation, depletion and amortization of tangible assets and mineral interests		—			(62	)		(43	)		—						(105	)
Operating income (b)		—			1,035			216			—						1,251
Equity in income (loss) of affiliates and other items (c)		(39	)		63			(138	)		(141	)					(255	)
Tax on net operating income		—			(341	)		(29	)		—						(370	)
Net operating income (b)		(39	)		757			49			(141	)					626
Net cost of net debt																	—
Minority interests																	(1	)
Net income																	625
(a)    Adjustments include special items, inventory valuation effect and equity share of adjustments and selected items related to Sanofi-Aventis
(b)   Of which inventory valuation effect
On operating income		—			1,278			264			—
On net operating income		—			945			171			—
(c)   Of which equity share of adjustments and selected items related to Sanofi-Aventis		—			—			—			(182	)
1st half 2009 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		7,874			46,686			6,902			9			—			61,471
Intersegment sales		7,349			1,646			276			79			(9,350	)		—
Excise taxes		—			(9,429	)		—			—			—			(9,429	)
Revenues from sales		15,223			38,903			7,178			88			(9,350	)		52,042
Operating expenses		(7,367	)		(37,350	)		(6,894	)		(353	)		9,350			(42,614	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(2,121	)		(621	)		(292	)		(17	)		—			(3,051	)
Adjusted operating income		5,735			932			(8	)		(282	)		—			6,377
Equity in income (loss) of affiliates and other items		611			64			17			477			—			1,169
Tax on net operating income		(3,413	)		(240	)		30			143			—			(3,480	)
Adjusted net operating income		2,933			756			39			338			—			4,066
Net cost of net debt																	(145	)
Minority interests																	(87	)
Ajusted net income																	3,834
1st half 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures		4,914			1,320			294			41						6,569
Total divestments		234			62			14			1,020						1,330
Cash flow from operating activities		4,521			1,620			458			(666	)					5,933

36

1st half 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		11,935			69,770			10,707			1			—			92,413
Intersegment sales		13,980			3,050			706			70			(17,806	)		—
Excise taxes		—			(9,826	)		—			—			—			(9,826	)
Revenues from sales		25,915			62,994			11,413			71			(17,806	)		82,587
Operating expenses		(10,697	)		(59,346	)		(10,648	)		(356	)		17,806			(63,241	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,831	)		(576	)		(257	)		(14	)		—			(2,678	)
Operating income		13,387			3,072			508			(299	)		—			16,668
Equity in income (loss) of affiliates and other items		904			(13	)		3			383			—			1,277
Tax on net operating income		(8,331	)		(898	)		(143	)		150			—			(9,222	)
Net operating income		5,960			2,161			368			234			—			8,723
Net cost of net debt																	(145	)
Minority interests																	(244	)
Net income																	8,334
1st half 2008 (adjustments)(a)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			1,830			232			—						2,062
Depreciation, depletion and amortization of tangible assets and mineral interests		—			—			—			—						—
Operating income (b)		—			1,830			232			—						2,062
Equity in income (loss) of affiliates and other items (c)		130			15			(22	)		(152	)					(29	)
Tax on net operating income		—			(582	)		(70	)		—						(652	)
Net operating income (b)		130			1,263			140			(152	)					1,381
Net cost of net debt																	—
Minority interests																	(24	)
Net income																	1,357
(a)   Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi-Aventis
(b) Of which inventory valuation effect
On operating income		—			1,830			232			—
On net operating income		—			1,298			154			—
(c) Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(149	)
1st half 2008 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		11,935			69,770			10,707			1			—			92,413
Intersegment sales		13,980			3,050			706			70			(17,806	)		—
Excise taxes		—			(9,826	)		—			—			—			(9,826	)
Revenues from sales		25,915			62,994			11,413			71			(17,806	)		82,587
Operating expenses		(10,697	)		(61,176	)		(10,880	)		(356	)		17,806			(65,303	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,831	)		(576	)		(257	)		(14	)		—			(2,678	)
Adjusted operating income		13,387			1,242			276			(299	)		—			14,606
Equity in income (loss) of affiliates and other items		774			(28	)		25			535			—			1,306
Tax on net operating income		(8,331	)		(316	)		(73	)		150			—			(8,570	)
Adjusted net operating income		5,830			898			228			386			—			7,342
Net cost of net debt																	(145	)
Minority interests																	(220	)
Ajusted net income																	6,977
1st half 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures		4,254			808			385			64						5,511
Total divestments		672			152			19			81						924
Cash flow from operating activities		7,894			(223	)		(33	)		(400	)					7,238

37

2nd quarter 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		3,427			24,318			3,684			1			—			31,430
Intersegment sales		4,107			1,005			152			42			(5,306	)		—
Excise taxes		—			(4,856	)		—			—			—			(4,856	)
Revenues from sales		7,534			20,467			3,836			43			(5,306	)		26,574
Operating expenses		(3,635	)		(19,154	)		(3,498	)		(198	)		5,306			(21,179	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,056	)		(382	)		(191	)		(7	)		—			(1,636	)
Operating income		2,843			931			147			(162	)		—			3,759
Equity in income (loss) of affiliates and other items		329			85			(117	)		144			—			441
Tax on net operating income		(1,739	)		(278	)		18			81			—			(1,918	)
Net operating income		1,433			738			48			63			—			2,282
Net cost of net debt																	(59	)
Minority interests																	(54	)
Net income																	2,169
2nd quarter 2009 (adjustments)(a)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			852			130			—						982
Depreciation, depletion and amortization of tangible assets and mineral interests		—			(62	)		(43	)		—						(105	)
Operating income (b)		—			790			87			—						877
Equity in income (loss) of affiliates and other items (c)		(18	)		48			(119	)		(91	)					(180	)
Tax on net operating income		—			(256	)		9			—						(247	)
Net operating income (b)		(18	)		582			(23	)		(91	)					450
Net cost of net debt																	—
Minority interests																	(2	)
Net income																	448
(a)  Adjustments include special items, inventory valuation effect and equity share of adjustments and selected items related to Sanofi-Aventis
(b) Of which inventory valuation effect
On operating income		—			933			132			—
On net operating income		—			699			91			—
(c) Of which equity share of adjustments and selected items related to Sanofi-Aventis		—			—			—			(119	)
2nd quarter 2009 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		3,427			24,318			3,684			1			—			31,430
Intersegment sales		4,107			1,005			152			42			(5,306	)		—
Excise taxes		—			(4,856	)		—			—			—			(4,856	)
Revenues from sales		7,534			20,467			3,836			43			(5,306	)		26,574
Operating expenses		(3,635	)		(20,006	)		(3,628	)		(198	)		5,306			(22,161	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,056	)		(320	)		(148	)		(7	)		—			(1,531	)
Adjusted operating income		2,843			141			60			(162	)		—			2,882
Equity in income (loss) of affiliates and other items		347			37			2			235			—			621
Tax on net operating income		(1,739	)		(22	)		9			81			—			(1,671	)
Adjusted net operating income		1,451			156			71			154			—			1,832
Net cost of net debt																	(59	)
Minority interests																	(52	)
Ajusted net income																	1,721
2nd quarter 2009
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures		2,664			825			115			30						3,634
Total divestments		105			26			8			719						858
Cash flow from operating activities		1,943			(28	)		280			(256	)					1,939

38

2nd quarter 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		5,739			36,990			5,478			(7	)		—			48,200
Intersegment sales		7,862			1,497			449			37			(9,845	)		—
Excise taxes		—			(4,900	)		—			—			—			(4,900	)
Revenues from sales		13,601			33,587			5,927			30			(9,845	)		43,300
Operating expenses		(5,679	)		(31,095	)		(5,491	)		(180	)		9,845			(32,600	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(958	)		(291	)		(128	)		(7	)		—			(1,384	)
Operating income		6,964			2,201			308			(157	)		—			9,316
Equity in income (loss) of affiliates and other items		439			20			(11	)		133			—			581
Tax on net operating income		(4,304	)		(651	)		(88	)		78			—			(4,965	)
Net operating income		3,099			1,570			209			54			—			4,932
Net cost of net debt																	(57	)
Minority interests																	(143	)
Net income																	4,732
2nd quarter 2008 (adjustments)(a)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			1,457			230			—						1,687
Depreciation, depletion and amortization of tangible assets and mineral interests		—			—			—			—						—
Operating income (b)		—			1,457			230			—						1,687
Equity in income (loss) of affiliates and other items (c)		—			(10	)		(22	)		(96	)					(128	)
Tax on net operating income		—			(464	)		(69	)		—						(533	)
Net operating income (b)		—			983			139			(96	)					1,026
Net cost of net debt																	—
Minority interests																	(17	)
Net income																	1,009
(a)  Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi-Aventis
(b) Of which inventory valuation effect
On operating income		—			1,457			230			—
On net operating income		—			1,018			153			—
(c) Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(78	)
2nd quarter 2008 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		5,739			36,990			5,478			(7	)		—			48,200
Intersegment sales		7,862			1,497			449			37			(9,845	)		—
Excise taxes		—			(4,900	)		—			—			—			(4,900	)
Revenues from sales		13,601			33,587			5,927			30			(9,845	)		43,300
Operating expenses		(5,679	)		(32,552	)		(5,721	)		(180	)		9,845			(34,287	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(958	)		(291	)		(128	)		(7	)		—			(1,384	)
Adjusted operating income		6,964			744			78			(157	)		—			7,629
Equity in income (loss) of affiliates and other items		439			30			11			229			—			709
Tax on net operating income		(4,304	)		(187	)		(19	)		78			—			(4,432	)
Adjusted net operating income		3,099			587			70			150			—			3,906
Net cost of net debt																	(57	)
Minority interests																	(126	)
Ajusted net income																	3,723
2nd quarter 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures		2,076			514			221			57						2,868
Total divestments		565			128			12			21						726
Cash flow from operating activities		3,643			(1,391	)		169			(499	)					1,922

39

9) Reconciliation between information by business segment and the consolidated statement of income

1st half 2009							Consolidated
(M€)	Adjusted			Adjustments			statement of income
Sales		61,471			—			61,471
Excise taxes		(9,429	)		—			(9,429	)
Revenues from sales		52,042			—			52,042
Purchases net of inventory variation		(33,070	)		1,542			(31,528	)
Other operating expenses		(9,213	)		(186	)		(9,399	)
Exploration costs		(331	)		—			(331	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(3,051	)		(105	)		(3,156	)
Other income		80			41			121
Other expense		(113	)		(190	)		(303	)
Financial interest on debt		(311	)		—			(311	)
Financial income from marketable securities & cash equivalents		95			—			95
Cost of net debt		(216	)		—			(216	)
Other financial income		399			—			399
Other financial expense		(163	)		—			(163	)
Equity in income (loss) of affiliates		966			(106	)		860
Income taxes		(3,409	)		(370	)		(3,779	)
Consolidated net income		3,921			626			4,547
Group share		3,834			625			4,459
Minority interests		87			1			88
1st half 2008							Consolidated
(M€)	Adjusted			Adjustments			statement of income
Sales		92,413			—			92,413
Excise taxes		(9,826	)		—			(9,826	)
Revenues from sales		82,587			—			82,587
Purchases net of inventory variation		(55,639	)		2,062			(53,577	)
Other operating expenses		(9,271	)		—			(9,271	)
Exploration costs		(393	)		—			(393	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(2,678	)		—			(2,678	)
Other income		21			147			168
Other expense		(74	)		(95	)		(169	)
Financial interest on debt		(461	)		—			(461	)
Financial income from marketable securities & cash equivalents		242			—			242
Cost of net debt		(219	)		—			(219	)
Other financial income		345			—			345
Other financial expense		(151	)		—			(151	)
Equity in income (loss) of affiliates		1,165			(81	)		1,084
Income taxes		(8,496	)		(652	)		(9,148	)
Consolidated net income		7,197			1,381			8,578
Group share		6,977			1,357			8,334
Minority interests		220			24			244

40

2nd quarter 2009							Consolidated
(M€)	Adjusted			Adjustments			statement of income
Sales		31,430			—			31,430
Excise taxes		(4,856	)		—			(4,856	)
Revenues from sales		26,574			—			26,574
Purchases net of inventory variation		(17,365	)		1,065			(16,300	)
Other operating expenses		(4,641	)		(83	)		(4,724	)
Exploration costs		(155	)		—			(155	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,531	)		(105	)		(1,636	)
Other income		78			28			106
Other expense		(56	)		(160	)		(216	)
Financial interest on debt		(140	)		—			(140	)
Financial income from marketable securities & cash equivalents		40			—			40
Cost of net debt		(100	)		—			(100	)
Other financial income		240			—			240
Other financial expense		(82	)		—			(82	)
Equity in income (loss) of affiliates		441			(48	)		393
Income taxes		(1,630	)		(247	)		(1,877	)
Consolidated net income		1,773			450			2,223
Group share		1,721			448			2,169
Minority interests		52			2			54
2nd quarter 2008							Consolidated
(M€)	Adjusted			Adjustments			statement of income
Sales		48,200			—			48,200
Excise taxes		(4,900	)		—			(4,900	)
Revenues from sales		43,300			—			43,300
Purchases net of inventory variation		(29,645	)		1,687			(27,958	)
Other operating expenses		(4,439	)		—			(4,439	)
Exploration costs		(203	)		—			(203	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,384	)		—			(1,384	)
Other income		13			2			15
Other expense		(26	)		(95	)		(121	)
Financial interest on debt		(204	)		—			(204	)
Financial income from marketable securities & cash equivalents		113			—			113
Cost of net debt		(91	)		—			(91	)
Other financial income		229			—			229
Other financial expense		(80	)		—			(80	)
Equity in income (loss) of affiliates		573			(35	)		538
Income taxes		(4,398	)		(533	)		(4,931	)
Consolidated net income		3,849			1,026			4,875
Group share		3,723			1,009			4,732
Minority interests		126			17			143

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