Form 6-K

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QV8rbyH7ilCEWRU7KbbO/aQ6ZBvTfrPNW3CncYt+CKzQLbhpWIYnnayVA1PZ9CFI OP0oCVk+5/9NEIsqgq4bOA== 0001193125-10-108286.txt : 20100505 0001193125-10-108286.hdr.sgml : 20100505 20100505122634 ACCESSION NUMBER: 0001193125-10-108286 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100505 FILED AS OF DATE: 20100505 DATE AS OF CHANGE: 20100505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL SA CENTRAL INDEX KEY: 0000879764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10888 FILM NUMBER: 10800542 BUSINESS ADDRESS: STREET 1: 2 PLACE DE LA COUPOLE STREET 2: LA DEFENSE 92078 CITY: PARIS FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 2129693300 MAIL ADDRESS: STREET 1: 2 PLACE DE LA COUPOLE STREET 2: LA DEFENSE 92078 CITY: PARIS FRANCE STATE: I0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL FINA ELF SA DATE OF NAME CHANGE: 20001010 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL FINA SA DATE OF NAME CHANGE: 19990713 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL DATE OF NAME CHANGE: 19960103 6-K 1 d6k.htm FORM 6-K Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

May 5, 2010

Commission File Number 001-10888

TOTAL S.A.

(Translation of registrant’s name into English)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .)

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NOS. 333-159335 AND 333-159335-01) OF TOTAL S.A. AND TOTAL CAPITAL AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

TOTAL S.A. is providing on this Form 6-K its results for the first three months ended March 31, 2010, and a description of certain recent developments relating to its business, as well as a capitalization table as of March 31, 2010, and a ratio of earnings to fixed charges for the three months ended March 31, 2010 and 2009, and each of the five years ended December 31, 2009, 2008, 2007, 2006 and 2005, together with the computation of the ratio of earnings to fixed charges.

TABLE OF CONTENTS


SIGNATURES
Exhibit Index
EX-99.1: Results for the Three Months Ended March 31, 2010
EX-99.2: Recent Developments
EX-99.3: Ratio of Earnings to Fixed Charges and Capitalization and Indebtedness
EX-99.4: Computation of Ratio Earnings to Fixed Charges

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit Index



Exhibit 99.1		Results for the Three Months Ended March 31, 2010

Exhibit 99.2		Recent Developments

Exhibit 99.3		Ratio of Earnings to Fixed Charges and Capitalization and Indebtedness

Exhibit 99.4		Computation of Ratio of Earnings to Fixed Charges

EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The financial information in this Form 6-K concerning TOTAL S.A. (“TOTAL”) and its subsidiaries and affiliates (collectively, the “Group”) with respect to the first quarter ended March 31, 2010, has been derived from TOTAL’s unaudited consolidated financial statements for the first quarter ended March 31, 2010.

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, 2009, in TOTAL’s Annual Report on Form 20-F for the year ended December 31, 2009, filed with the Securities and Exchange Commission on April 1, 2010.

•

Key figures and consolidated accounts of TOTAL^*


in millions of euros except earnings per share and number of shares	1Q10	4Q09	1Q09		1Q10 vs 1Q09
Sales	37,603	36,228	30,041		+25	%
Adjusted net operating income from business segments
• Upstream	1,971	1,948	1,482		+33	%
• Downstream	155	51	600		-74	%
• Chemicals	157	72	(32	)	n/a
Fully-diluted earnings per share (euros)	1.17	0.92	1.02		+14	%
Fully-diluted weighted-average shares (millions)	2,242.7	2,241.4	2,235.4		—
Net income (Group share)	2,613	2,065	2,290		+14	%
Investments^**	3,709	3,524	2,935		+26	%
Investments including net investments in equity affiliates and non-consolidated companies^**	3,644	3,419	2,840		+28	%
Divestments	1,048	944	472		x2.2
Cash flow from operations	5,260	1,889	3,994		+32	%

Adjusted net operating income is defined as income using replacement cost, adjusted for special items and excluding TOTAL’s equity share of adjustment items related to Sanofi-Aventis. See “Analysis of Business Segment Results” below for further details.

Including acquisitions.

•

First quarter 2010 results

> Sales

In the first quarter 2010, the Brent oil price averaged 76.4 $/b, an increase of 72% compared to the first quarter 2009 and 3% compared to the fourth quarter 2009. The European refining margin indicator (ERMI) averaged 29.5 $/t in the first quarter 2010, a slight decrease from the first quarter 2009, but a sharp increase compared to the very weak fourth quarter 2009 average of 11.7 $/t. Chemicals benefited from an improved environment, particularly the Specialty chemicals, which benefited from a rebound in demand compared to the first quarter 2009.

The euro-dollar exchange rate averaged 1.38 $/€ in the first quarter 2010 compared to 1.30 $/€ in the first quarter 2009 and 1.48 $/€ in the fourth quarter 2009.

In this environment, sales were €37,603 million, an increase of 25% compared to the first quarter 2009.

> Net income (Group share)

Reported net income (Group share) was €2,613 million in the first quarter 2010 compared to €2,290 million in the first quarter 2009. The after-tax inventory effect had a positive impact on net income (Group share) of €344 million in the first quarter 2010 and a positive impact of €327 million in the first quarter 2009, in each case due to the increase in oil prices. The Group’s equity share of adjustment items related to Sanofi-Aventis had a negative impact on net income (Group share) of €41 million in the first quarter 2010 and a negative impact of €63 million in the first quarter 2009. Special items had a positive impact on net income (Group share) of €14 million in the first quarter 2010 and a negative impact of €87 million in the first quarter 2009.

The Group did not buy back shares in the first quarter 2010.

Fully-diluted earnings per share, based on 2,242.7 million fully-diluted weighted-average shares, were €1.17 in the first quarter 2010 compared to €1.02 in the first quarter 2009, an increase of 14%.

> Investments – divestments¹

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were €2.4 billion in the first quarter 2010 compared to €2.7 billion in the first quarter 2009.

Acquisitions were €1.2 billion in the first quarter 2010, comprised essentially of interests in the Barnett Shale and the Laggan Tormore blocks.

Asset sales in the first quarter 2010 were €965 million, comprised essentially of Sanofi-Aventis shares.

Net investments² were €2.7 billion in the first quarter 2010 compared to €2.5 billion in the first quarter 2009.

> Cash flow

Cash flow from operating activities was €5,260 million in the first quarter 2010, an increase of 32% compared to the first quarter 2009.

Net cash flow³ for the Group was €2,599 million compared to €1,531 million in the first quarter 2009, an increase of 70%.

The net-debt-to-equity ratio was 21.5% on March 31, 2010 compared to 26.6% on December 31, 2009 and 19.1% on March 31, 2009.⁴

—

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, inventories are valued at the last acquisition or production cost. In volatile energy markets, this can have a significant distorting effect on reported income. Accordingly, the segment measure of profitability for the Downstream and Chemicals segments is based on a replacement cost method in order to exclude the impact of oil price changes on the replacement of inventories, as management believes such measure reflects more accurately the operating performance of these segments. In the replacement cost method, which is conceptually close to the LIFO (Last-In, First-Out) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period. The inventory valuation effect is the difference between the results according to the FIFO method and this replacement cost method. When the replacement cost is higher than the cost of the oldest articles in the inventories (i.e., positive inventory valuation effect), a provision for oil price changes in the adjusted results is established and affects operating expenses. When the replacement cost is lower than the cost of the oldest articles in the inventories (i.e., negative inventory valuation effect), the provision for oil price changes is reversed.

The Group also adjusts for its equity share of adjustment items related to Sanofi-Aventis.

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 audited consolidated financial statements, see pages 18 to 21 of this exhibit.

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 but included in net income are interest expenses related to net financial debt only, after applicable income taxes (net cost of net debt and minority interests). Adjusted net operating income excludes the effect of the adjustments (special items, the inventory valuation effect and Sanofi-Aventis related items) described above.

¹	Detail shown on page 10 of this exhibit.

²	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.

³	Net cash flow = cash flow from operations + divestments – gross investments.

⁴	Detail shown on page 10 of this exhibit.

UPSTREAM

> Environment - liquids and gas price realizations*


	1Q10	4Q09	1Q09	1Q10 vs 1Q09
Brent ($/b)	76.4	74.5	44.5	+72%
Average liquids price ($/b)	74.2	70.6	41.5	+79%
Average gas price ($/Mbtu)	5.06	5.07	5.98	-15%
Average hydrocarbons price ($/boe)	55.5	54.4	38.8	+43%

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

TOTAL’s average realized hydrocarbons price increased by 43% compared to the first quarter 2009. This reflects a 79% increase in the average realized liquids price, which was greater than the increase in the Brent price, and a 15% decrease in the average realized natural gas price, due to the lag effect in certain gas contract price formulas and portfolio mix effects.

> Production


Hydrocarbon production	1Q10	4Q09	1Q09	1Q10 vs 1Q09
Combined production (kboe/d)	2,427	2,377	2,322	+5%
• Liquids (kb/d)	1,373	1,404	1,413	-3%
• Gas (Mcf/d)	5,829	5,320	4,957	+18%

In the first quarter 2010, hydrocarbon production was 2,427 thousand barrels of oil equivalent per day (kboe/d), an increase of 4.5% compared to the first quarter 2009, essentially as a result of:

•

+6% for production ramp-ups on new fields, net of the normal decline,

•

+1% for lower OPEC reductions and an improvement in gas demand,

•

+1% for lower levels of disruptions in Nigeria related to security issues,

•

-3.5% for the price effect⁵.

The impacts on production from changes in the portfolio offset one another between the two quarters.

⁵	The “price effect” refers to the impact of changing hydrocarbon prices on entitlement volumes.

> Results


in millions of euros	1Q10	4Q09		1Q09	1Q10 vs 1Q09
Non-Group sales	4,569	4,880		4,447	+3%
Operating income	4,161	3,887		2,892	+44%
Adjustments affecting operating income	—	(21	)	—	—
Adjusted operating income*	4,161	3,908		2,892	+44%
Adjusted net operating income*	1,971	1,948		1,482	+33%
• Includes income from equity affiliates	335	293		227	+48%
Investments	3,143	2,429		2,250	+40%
Divestments	87	77		129	-33%
Cash flow from operating activities	4,680	2,825		2,578	+82%

Detail of adjustment items shown in business segment information starting on page 18 of this exhibit.

Adjusted net operating income for the Upstream segment was €1,971 million in the first quarter 2010 compared to €1,482 million in the first quarter 2009, an increase of 33%, reflecting the impacts of higher oil and gas prices and, to a lesser extent, the increase in production.

Adjusted net operating income for the Upstream segment excludes special items. The exclusion of special items had a positive impact on Upstream adjusted net operating income of €76 million in the first quarter 2010 and a positive impact of €21 million in the first quarter 2009.

The effective tax rate for the Upstream segment was 60% compared to 58% in the first quarter 2009, reflecting mainly the impact of higher oil prices and portfolio mix effects. The effective tax rate for the Upstream segment was 58% in the fourth quarter 2009.

The return on average capital employed (ROACE⁶) for the Upstream segment for the twelve months ended March 31, 2010 was 18%, unchanged from the full year 2009. The annualized first quarter 2010 ROACE for the Upstream segment was 20%.

DOWNSTREAM

> Refinery throughput and utilization rates*


	1Q10		4Q09		1Q09		1Q10 vs 1Q09
Total refinery throughput (kb/d)	1,993		2,055		2,236		-11%
• France	680		701		895		-24%
• Rest of Europe	1,050		1,104		1,086		-3%
• Rest of world	263		250		255		+3%
Utilization rates
• Based on crude only	73	%	75	%	81	%
• Based on crude and other feedstock	77	%	79	%	86	%

Includes share of CEPSA.

Refinery throughput decreased by 11% compared to the first quarter 2009, mainly due to the shutdown of the Dunkirk refinery and a distillation unit at the Normandy refinery. Compared to the fourth quarter 2009, the 3% throughput decrease was mainly due to unscheduled maintenance at certain refineries and the impacts of strikes during the first quarter 2010.

The utilization rates based on crude throughput and based on the throughput of crude and other feedstock were 73% and 77%, respectively, in the first quarter 2010 compared to 81% and 86% in the first quarter 2009 and 75% and 79% in the fourth quarter 2009.

⁶	Calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 11 of this exhibit.

> Results


in millions of euros (except ERMI refining margins)	1Q10	4Q09		1Q09	1Q10 vs 1Q09
European refining margin indicator - ERMI ($/t)	29.5	11.7		30.5	-3%
Non-Group sales	28,808	27,423		22,368	+29%
Operating income	521	39		1,036	-50%
Adjustments affecting operating income	330	28		245	+35%
Adjusted operating income*	191	11		791	-76%
Adjusted net operating income*	155	51		600	-74%
• Includes income from equity affiliates	14	19		33	-58%
Investments	456	844		495	-8%
Divestments	27	48		36	-25%
Cash flow from operating activities	454	(1,400	)	1,648	-72%

Detail of adjustment items shown in business segment information starting on page 18 of this exhibit.

The European refinery indicator averaged 29.5 $/t over the quarter, a decrease of 3% compared to the first quarter.

Adjusted net operating income from the Downstream segment was €155 million in the first quarter 2010, a decrease of 74% compared to the first quarter 2009, reflecting less favorable conditions for supply optimization and marketing as well as the lower throughput level for the Group’s refineries.

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 €272 million in the first quarter 2010 and a negative impact of €246 million in the first quarter 2009. The exclusion of special items had a positive impact on Downstream adjusted net operating income of €39 million in the first quarter 2010 and a positive impact of €71 million in the first quarter 2009.

The ROACE for the Downstream segment for the twelve months ended March 31, 2010 was 4% compared to 7% for the full year 2009. The annualized first quarter 2010 ROACE for the Downstream segment was 4%.

CHEMICALS


in millions of euros	1Q10		4Q09		1Q09		1Q10 vs 1Q09
Non-Group sales	4,223	*	3,932		3,218		+31%
• Base chemicals	2,532	*	2,389		1,776		+43%
• Specialties	1,691		1,543		1,442		+17%
Operating income	260	*	97		61		x3.3
Adjustments affecting operating income	106	*	31		129		-18%
Adjusted operating income**	154	*	66		(68	)	n/a
Adjusted net operating income**	157		72		(32	)	n/a
• Base chemicals	44		(16	)	(40	)	n/a
• Specialties	117		93		16		x7
Investments	94		225		179		-47%
Divestments	6		20		6		—
Cash flow from operating activities	(90	)	324		178		n/a

Effective January 1, 2010, the Samsung-Total Petrochemicals joint venture, owned 50% by TOTAL, is consolidated as an equity affiliate whereas in the past it was proportionately consolidated.

Detail of adjustment items shown in business segment information starting on page 18 of this exhibit.

In the first quarter 2010, petrochemical margins improved while polymer sales volumes remained stable compared to the first and fourth quarters of 2009.

Sales for the Chemical segment were €4,223 million, an increase of 31% compared to the first quarter 2009.

The adjusted net operating income for the Chemicals segment was €157 million, including €117 million from the Specialty chemicals sector, which benefited from higher demand in all of its markets compared to the first quarter 2009 as well as from its cost reduction efforts.

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 the Chemicals segment’s adjusted net operating income of €75 million in the first quarter 2010 and a negative impact of €80 million in the first quarter 2009. The exclusion of special items had no impact on the Chemicals segment’s adjusted net operating income in the first quarter 2010 and a positive impact of €8 million in the first quarter 2009.

The ROACE for the Chemicals segment for the twelve months ended March 31, 2010 was 6% compared to 4% for the full year 2009. The annualized first quarter 2010 ROACE for the Chemicals segment was 9%.

—

Summary and outlook

Pending approval at the Annual Shareholders Meeting on May 21, 2010, TOTAL S.A. will pay on June 1, 2010, the remaining €1.14 per share⁷ of the 2009 dividend, which is equal in amount to the interim dividend paid in November 2009. The full-year 2009 dividend is a total of €2.28 per share.

In the Upstream segment, the production growth observed over the past quarters is expected to continue in 2010, fueled by the ramp-up of projects started in 2009 and the start-up of the second Yemen LNG train in April this year. To strengthen production growth in the medium term, the Group is pursuing the development of diversified and major projects, including Pazflor in Angola, Usan in Nigeria, Kashagan in Kazakhstan, and, since the beginning of this year, Surmont Phase 2 in Canada and Laggan-Tormore in the UK North Sea. The official launch of the CLOV project in Angola, already approved internally by TOTAL, is expected very soon. In the framework of its strategy to access new resources, TOTAL is pursuing an ongoing exploration program and evaluating opportunities for partnerships that leverage its operational and technical expertise.

In the Downstream segment, TOTAL is strengthening its competitiveness by adapting its portfolio to changes in the market.

In the Chemicals segment, the Group is benefiting from the ramp up of petrochemicals production at its new ethane cracker in Qatar and from its Specialty chemicals units that are well positioned for the economic recovery.

Since the start of the second quarter 2010, the price of Brent has risen and stabilized around $85 per barrel, but refining margins have fallen relative to the first quarter level. The environment for the Chemicals segment is progressively improving.

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.

⁷	The ex-dividend date for the remainder of the 2009 dividend would be May 27, 2010.

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, 2009.

Operating information by segment

First quarter 2010

—

Upstream


Combined liquids and gas production by region (kboe/d)	1Q10	4Q09	1Q09	1Q10 vs 1Q09
Europe	647	627	686	-6%
Africa	746	780	741	+1%
Middle East	516	493	419	+23%
North America	66	41	11	x6
South America	172	167	184	-7%
Asia-Pacific	254	242	255	—
CIS	26	27	26	—
Total production	2,427	2,377	2,322	+5%
Includes equity and non-consolidated affiliates	415	393	350	+19%


Liquids production by region (kb/d)	1Q10	4Q09	1Q09	1Q10 vs 1Q09
Europe	301	306	320	-6%
Africa	620	648	633	-2%
Middle East	302	304	315	-4%
North America	32	30	10	x3
South America	72	68	85	-15%
Asia-Pacific	32	31	36	-11%
CIS	14	17	14	—
Total production	1,373	1,404	1,413	-3%
Includes equity and non-consolidated affiliates	284	276	294	-3%


Gas production by region (Mcf/d)	1Q10	4Q09	1Q09	1Q10 vs 1Q09

Europe	1,940	1,736	1,985	-2%
Africa	644	681	551	+17%
Middle East	1,188	1,050	574	x2
North America	188	53	8	x24
South America	554	546	549	+1%
Asia-Pacific	1,249	1,196	1,223	+2%
CIS	66	58	67	-1%
Total production	5,829	5,320	4,957	+18%
Includes equity and non-consolidated affiliates	709	635	302	x2


Liquefied natural gas	1Q10	4Q09	1Q09	1Q10 vs 1Q09

LNG sales* (Mt)	2.89	2.35	2.10	+38%

Sales, Group share, excludes trading.

—

Downstream


Refined products sales by region (kb/d)*	1Q10	4Q09	1Q09	1Q10 vs 1Q09

Europe	1,949	2,046	2,176	-10%
Africa	286	295	277	+3%
Americas	147	145	189	-22%
Rest of world	145	158	128	+13%
Total consolidated sales	2,527	2,644	2,770	-9%

Trading	990	921	1,000	-1%

Total refined product sales	3,517	3,565	3,770	-7%

Includes trading and share of CEPSA

Investments - Divestments


in millions of euros	1Q10	4Q09	1Q09	1Q10 vs 1Q09

Investments excluding acquisitions*	2,427	3,307	2,747	-12%

• Capitalized exploration	199	256	228	-13%
• Net investments in equity affiliates and non-consolidated companies	111	159	225	-51%
Acquisitions	1,217	112	93	x13

Investments including acquisitions*	3,644	3,419	2,840	+28%

Asset sales	965	821	359	x3

Net investments **	2,661	2,580	2,463	+8%

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	3/31/2010		12/31/2009		3/31/2009

Current borrowings	6,840		6,994		4,771
Net current financial assets	(654	)	(188	)	(80	)
Non-current financial debt	19,727		19,437		19,078
Hedging instruments of non-current debt	(1,212	)	(1,025	)	(934	)
Cash and cash equivalents	(12,954	)	(11,662	)	(13,319	)
Net debt	11,747		13,556		9,516

Shareholders’ equity	57,283		52,552		52,597
Estimated dividend payable*	(3,821	)	(2,546	)	(3,812	)
Minority interests	1,083		987		1,004
Equity	54,545		50,993		49,789

Net-debt-to-equity ratio	21.5%		26.6%		19.1%

Based on a dividend equal to €2.28/share less the interim dividend €1.14/share (€2,545 million) paid in November 2009.

Return on average capital employed

—

Twelve months ended March 31, 2010


in millions of euros	Upstream	Downstream	Chemicals

Adjusted net operating income	6,871	508	461
Capital employed at 3/31/2009*	35,027	13,095	7,175
Capital employed at 3/31/2010*	39,925	15,634	7,412

ROACE	18.3%	3.5%	6.3%

At replacement cost (excluding after-tax inventory effect).

—

Full year 2009


in millions of euros	Upstream	Downstream	Chemicals**

Adjusted net operating income	6,382	953	272
Capital employed at 12/31/2008*	32,681	13,623	7,417
Capital employed at 12/31/2009*	37,397	15,299	6,898

ROACE	18.2%	6.6%	3.8%

At replacement cost (excluding after-tax inventory effect).

Capital employed for Chemicals reduced for the Toulouse-AZF provision of €256 million pre-tax at 12/31/2008.

—

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 million pre-tax at 3/31/2008.

MAIN INDICATORS

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


	€/ $	European refining margins ERMI* ($/t) **	Brent ($/b)	Average liquids price* ($/b)**	Average gas price ($/Mbtu)***
First quarter 2010	1.38	29.5	76.4	74.2	5.06
Fourth quarter 2009	1.48	11.7	74.5	70.6	5.07
Third quarter 2009	1.43	12.0	68.1	65.1	4.89
Second quarter 2009	1.36	17.1	59.1	54.8	4.71
First quarter 2009	1.30	30.5	44.5	41.5	5.98
Fourth quarter 2008	1.32	40.9	55.5	49.4	7.57

European Refining Margin Indicator (ERMI) is an indicator intended to represent the margin after variable costs for a hypothetical complex refinery located around Rotterdam in Northern Europe that processes a mix of crude oil and other inputs commonly supplied to this region to produce and market the main refined products at prevailing prices in this region. The indicator margin may not be representative of the actual margins achieved by Total in any period because of Total’s particular refinery configurations, product mix effects or other company-specific operating conditions. TRCV was the indicator margin reported in previous quarters in the interim updates. For information, TRCV is 19.3 $/t for first quarter 2010.

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.

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)


(M€) ^(a)	1^st quarter 2010		4^th quarter 2009		1^st quarter 2009

Sales	37,603		36,228		30,041
Excise taxes	(4,442	)	(4,933	)	(4,573	)
Revenues from sales	33,161		31,295		25,468

Purchases, net of inventory variation	(21,701	)	(20,590	)	(15,228	)
Other operating expenses	(4,712	)	(4,684	)	(4,675	)
Exploration costs	(215	)	(237	)	(176	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,699	)	(1,927	)	(1,520	)
Other income	160		123		15
Other expense	(212	)	(202	)	(87	)

Financial interest on debt	(100	)	(111	)	(171	)
Financial income from marketable securities & cash equivalents	24		16		55
Cost of net debt	(76	)	(95	)	(116	)

Other financial income	71		177		159
Other financial expense	(95	)	(92	)	(81	)

Equity in income (loss) of affiliates	524		384		467
Income taxes	(2,528	)	(2,045	)	(1,902	)

Consolidated net income	2,678		2,107		2,324

Group share	2,613		2,065		2,290
Minority interests	65		42		34

Earnings per share (€)	1.17		0.93		1.03

Fully-diluted earnings per share (€)	1.17		0.92		1.02

(a)

Except for per share amounts

CONSOLIDATED BALANCE SHEET

TOTAL


(M€)	March 31, 2010 *(unaudited)*		December 31, 2009		March 31, 2009 *(unaudited)*

ASSETS

Non-current assets
Intangible assets, net	8,272		7,514		5,904
Property, plant and equipment, net	53,549		51,590		48,773
Equity affiliates : investments and loans	14,656		13,624		15,093
Other investments	1,122		1,162		1,192
Hedging instruments of non-current financial debt	1,212		1,025		934
Other non-current assets	3,273		3,081		3,244

Total non-current assets	82,084		77,996		75,140


Current assets
Inventories, net	14,185		13,867		10,097
Accounts receivable, net	17,921		15,719		14,940
Other current assets	7,817		8,198		9,047
Current financial assets	968		311		150
Cash and cash equivalents	12,954		11,662		13,319

Total current assets	53,845		49,757		47,553

Total assets	135,929		127,753		122,693

LIABILITIES & SHAREHOLDERS’ EQUITY

Shareholders’ equity
Common shares	5,871		5,871		5,931
Paid-in surplus and retained earnings	58,026		55,372		55,198
Currency translation adjustment	(3,010	)	(5,069	)	(3,523	)
Treasury shares	(3,604	)	(3,622	)	(5,009	)

Total shareholders’ equity - Group Share	57,283		52,552		52,597

Minority interests	1,083		987		1,004

Total shareholders’ equity	58,366		53,539		53,601


Non-current liabilities
Deferred income taxes	9,486		8,948		8,478
Employee benefits	2,127		2,040		2,035
Provisions and other non-current liabilities	9,015		9,381		8,391

Total non-current liabilities	20,628		20,369		18,904

Non-current financial debt	19,727		19,437		19,078


Current liabilities
Accounts payable	16,367		15,383		13,894
Other creditors and accrued liabilities	13,687		11,908		12,375
Current borrowings	6,840		6,994		4,771
Other current financial liabilities	314		123		70

Total current liabilities	37,208		34,408		31,110

Total liabilities and shareholders’ equity	135,929		127,753		122,693

CONSOLIDATED STATEMENT OF CASH FLOW

TOTAL

(unaudited)


(M€)	1^st quarter 2010		4^th quarter 2009		1^st quarter 2009

CASH FLOW FROM OPERATING ACTIVITIES

Consolidated net income	2,678		2,107		2,324
Depreciation, depletion and amortization	1,871		2,061		1,661
Non-current liabilities, valuation allowances and deferred taxes	55		(82	)	(68	)
Impact of coverage of pension benefit plans	—		—		—
(Gains) losses on sales of assets	(148	)	(104	)	(15	)
Undistributed affiliates’ equity earnings	(262	)	(148	)	(79	)
(Increase) decrease in working capital	1,035		(1,968	)	145
Other changes, net	31		23		26

Cash flow from operating activities	5,260		1,889		3,994

CASH FLOW USED IN INVESTING ACTIVITIES

Intangible assets and property, plant and equipment additions	(3,464	)	(3,204	)	(2,484	)
Acquisitions of subsidiaries, net of cash acquired	—		(4	)	(47	)
Investments in equity affiliates and other securities	(69	)	(52	)	(84	)
Increase in non-current loans	(176	)	(264	)	(320	)

Total expenditures	(3,709	)	(3,524	)	(2,935	)
Proceeds from disposal of intangible assets and property, plant and equipment	34		19		60
Proceeds from disposal of subsidiaries, net of cash sold	—		—		—
Proceeds from disposal of non-current investments	931		802		299
Repayment of non-current loans	83		123		113

Total divestments	1,048		944		472

Cash flow used in investing activities	(2,661	)	(2,580	)	(2,463	)

CASH FLOW USED IN FINANCING ACTIVITIES

Issuance (repayment) of shares:
- Parent company shareholders	5		22		9
- Treasury shares	18		19		—
- Minority shareholders	—		—		—
Dividends paid:
- Parent company shareholders	—		(2,545	)	—
- Minority shareholders	—		(59	)	(4	)
Net issuance (repayment) of non-current debt	63		1,285		2,844
Increase (decrease) in current borrowings	(601	)	(109	)	(3,417	)
Increase (decrease) in current financial assets and liabilities	(497	)	(54	)	—
Cash flow used in financing activities	(1,012	)	(1,441	)	(568	)

Net increase (decrease) in cash and cash equivalents	1,587		(2,132	)	963
Effect of exchange rates	(295	)	19		35
Cash and cash equivalents at the beginning of the period	11,662		13,775		12,321

Cash and cash equivalents at the end of the period	12,954		11,662		13,319

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

TOTAL

(unaudited)


	Common shares issued				Paid-in surplus and retained earnings		Currency translation adjustment		Treasury shares				Shareholders’ equity Group Share		Minority interests		Total shareholders’ equity
(M€)	Number		Amount		Paid-in surplus and retained earnings		Currency translation adjustment		Number		Amount		Shareholders’ equity Group Share		Minority interests		Total shareholders’ equity
As of January 1, 2009	2,371,808,074		5,930		52,947		(4,876	)	(143,082,095	)	(5,009	)	48,992		958		49,950

Net income of the first quarter	—		—		2,290		—		—		—		2,290		34		2,324
Other comprehensive Income	—		—		(64	)	1,353		—		—		1,289		40		1,329
Comprehensive Income	—		—		2,226		1,353		—		—		3,579		74		3,653
Dividend	—		—		—		—		—		—		—		(4	)	(4	)
Issuance of common shares	461,360		1		8		—		—		—		9		—		9
Purchase of treasury shares	—		—		—		—		—		—		—		—		—
Sale of treasury shares (1)	—		—		—		—		11,640		—		—		—		—
Share-based payments	—		—		40		—		—		—		40		—		40
Other operations with minority interests	—		—		(23	)	—		—		—		(23	)	(24	)	(47	)
Share cancellation	—		—		—		—		—		—		—		—		—
Transactions with shareholders	461,360		1		25		—		11,640		—		26		(28	)	(2	)
As of March 31, 2009	2,372,269,434		5,931		55,198		(3,523	)	(143,070,455	)	(5,009	)	52,597		1,004		53,601

Net income from April 1 to December 31, 2009	—		—		6,157		—		—		—		6,157		148		6,305
Other comprehensive Income	—		—		310		(1,546	)	—		—		(1,236	)	20		(1,216	)
Comprehensive Income	—		—		6,467		(1,546	)	—		—		4,921		168		5,089
Dividend	—		—		(5,086	)	—		—		—		(5,086	)	(185	)	(5,271	)
Issuance of common shares	953,450		2		30		—		—		—		32		—		32
Purchase of treasury shares	—		—		—		—		—		—		—		—		—
Sale of treasury shares (1)	—		—		(143	)	—		2,863,265		165		22		—		22
Share-based payments	—		—		66		—		—		—		66		—		66
Other operations with minority interests	—		—		—		—		—		—		—		—		—
Share cancellation	(24,800,000	)	(62	)	(1,160	)	—		24,800,000		1,222		—		—		—
Transactions with shareholders	(23,846,550	)	(60	)	(6,293	)	—		27,663,265		1,387		(4,966	)	(185	)	(5,151	)
As of December 31, 2009	2,348,422,884		5,871		55,372		(5,069	)	(115,407,190	)	(3,622	)	52,552		987		53,539

Net income of the first quarter	—		—		2,613		—		—		—		2,613		65		2,678
Other comprehensive Income	—		—		4		2,059		—		—		2,063		31		2,094
Comprehensive Income	—		—		2,617		2,059		—		—		4,676		96		4,772
Dividend	—		—		—		—		—		—		—		—		—
Issuance of common shares	164,686		—		5		—		—		—		5		—		5
Purchase of treasury shares	—		—		—		—		—		—		—		—		—
Sale of treasury shares (1)	—		—		—		—		460,262		18		18		—		18
Share-based payments	—		—		32		—		—		—		32		—		32
Other operations with minority interests	—		—		—		—		—		—		—		—		—
Share cancellation	—		—		—		—		—		—		—		—		—
Transactions with shareholders	164,686		—		37		—		460,262		18		55		—		55
As of March 31, 2010	2,348,587,570		5,871		58,026		(3,010	)	(114,946,928	)	(3,604	)	57,283		1,083		58,366

(1)

Treasury shares related to the stock option purchase plans and restricted stock grants.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

TOTAL

(unaudited)


(M€)	1^st quarter 2010		4^th quarter 2009		1^st quarter 2009

Consolidated net income	2,678		2,107		2,324


Other comprehensive income
Currency translation adjustment	1,847		615		1,212
Available for sale financial assets	(3	)	(12	)	(11	)
Cash flow hedge	24		65		(70	)
Share of other comprehensive income of associates, net amount	233		183		159
Other	1		1		14

Tax effect	(8	)	(7	)	25

Total other comprehensive income (net amount)	2,094		845		1,329


Comprehensive income	4,772		2,952		3,653

- Group share	4,676		2,865		3,579
- Minority interests	96		87		74

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)


1^st quarter 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,569		28,808		4,223		3		—		37,603
Intersegment sales	5,302		1,081		237		42		(6,662	)	—
Excise taxes	—		(4,442	)	—		—		—		(4,442	)

Revenues from sales	9,871		25,447		4,460		45		(6,662	)	33,161
Operating expenses	(4,454	)	(24,621	)	(4,070	)	(145	)	6,662		(26,628	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,256	)	(305	)	(130	)	(8	)	—		(1,699	)

Operating income	4,161		521		260		(108	)	—		4,834
Equity in income (loss) of affiliates and other items	108		31		45		264		—		448
Tax on net operating income	(2,374	)	(164	)	(73	)	57		—		(2,554	)

Net operating income	1,895		388		232		213		—		2,728
Net cost of net debt											(50	)
Minority interests											(65	)

Net income											2,613

1^st quarter 2010 (adjustments) ^(a) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses	—		330		106		—				436
Depreciation, depletion and amortization of tangible assets and mineral interests	—		—		—		—				—

Operating income^(b)	—		330		106		—				436
Equity in income (loss) of affiliates and other items^(c)	(106	)	16		4		91				5
Tax on net operating income	30		(113	)	(35	)	(2	)			(120	)

Net operating income^(b)	(76	)	233		75		89				321
Net cost of net debt											—
Minority interests											(4	)

Net income											317

(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	—		380		106		—
On net operating income	—		272		75		—
(c) Of which equity share of adjustments related to Sanofi-Aventis	—		—		—		(41	)

1^stquarter 2010 (adjusted) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,569		28,808		4,223		3		—		37,603
Intersegment sales	5,302		1,081		237		42		(6,662	)	—
Excise taxes	—		(4,442	)	—		—		—		(4,442	)

Revenues from sales	9,871		25,447		4,460		45		(6,662	)	33,161
Operating expenses	(4,454	)	(24,951	)	(4,176	)	(145	)	6,662		(27,064	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,256	)	(305	)	(130	)	(8	)	—		(1,699	)

Adjusted operating income	4,161		191		154		(108	)	—		4,398
Equity in income (loss) of affiliates and other items	214		15		41		173		—		443
Tax on net operating income	(2,404	)	(51	)	(38	)	59		—		(2,434	)

Adjusted net operating income	1,971		155		157		124		—		2,407
Net cost of net debt											(50	)
Minority interests											(61	)

Ajusted net income											2,296

1^stquarter 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Total expenditures	3,143		456		94		16				3,709
Total divestments	87		27		6		928				1,048
Cash flow from operating activities	4,680		454		(90	)	216				5,260

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)


4^th quarter 2009 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,880		27,423		3,932		(7	)	—		36,228
Intersegment sales	4,460		1,217		218		41		(5,936	)	—
Excise taxes	—		(4,933	)	—		—		—		(4,933	)

Revenues from sales	9,340		23,707		4,150		34		(5,936	)	31,295
Operating expenses	(4,299	)	(23,046	)	(3,912	)	(190	)	5,936		(25,511	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,154	)	(622	)	(141	)	(10	)	—		(1,927	)

Operating income	3,887		39		97		(166	)	—		3,857
Equity in income (loss) of affiliates and other items	155		(4	)	44		195		—		390
Tax on net operating income	(2,188	)	(1	)	(20	)	129		—		(2,080	)

Net operating income	1,854		34		121		158		—		2,167
Net cost of net debt											(60	)
Minority interests											(42	)

Net income											2,065

4^th quarter 2009 (adjustments) ^(a) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales	—		—		—		—				—
Operating expenses	(17	)	313		25		—				321
Depreciation, depletion and amortization of tangible assets and mineral interests	(4	)	(285	)	6		—				(283	)

Operating income^(b)	(21	)	28		31		—				38
Equity in income (loss) of affiliates and other items^(c)	(90	)	(22	)	23		46				(43	)
Tax on net operating income	17		(23	)	(5	)	(2	)			(13	)

Net operating income^(b)	(94	)	(17	)	49		44				(18	)
Net cost of net debt											—
Minority interests											2

Net income											(16	)

(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	—		388		61		—
On net operating income	—		259		38		—
(c) Of which equity share of adjustments related to Sanofi-Aventis	—		—		—		(48	)

4^th quarter 2009 (adjusted) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,880		27,423		3,932		(7	)	—		36,228
Intersegment sales	4,460		1,217		218		41		(5,936	)	—
Excise taxes	—		(4,933	)	—		—		—		(4,933	)

Revenues from sales	9,340		23,707		4,150		34		(5,936	)	31,295
Operating expenses	(4,282	)	(23,359	)	(3,937	)	(190	)	5,936		(25,832	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,150	)	(337	)	(147	)	(10	)	—		(1,644	)

Adjusted operating income	3,908		11		66		(166	)	—		3,819
Equity in income (loss) of affiliates and other items	245		18		21		149		—		433
Tax on net operating income	(2,205	)	22		(15	)	131		—		(2,067	)

Adjusted net operating income	1,948		51		72		114		—		2,185
Net cost of net debt											(60	)
Minority interests											(44	)

Ajusted net income											2,081

4^th quarter 2009 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Total expenditures	2,429		844		225		26		—		3,524
Total divestments	77		48		20		799		—		944
Cash flow from operating activities	2,825		(1,400	)	324		140		—		1,889

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)


1^st 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

1^st 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 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 related to Sanofi-Aventis	—		—		—		(63	)

1^stquarter 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

1^stquarter 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

CONSOLIDATED STATEMENT OF INCOME (Impact of adjustments)

TOTAL

(unaudited)


1^st quarter 2010 (M€)	Adjusted		Adjustments		Consolidated statement of income

Sales	37,603		—		37,603
Excise taxes	(4,442	)	—		(4,442	)
Revenues from sales	33,161		—		33,161

Purchases net of inventory variation	(22,187	)	486		(21,701	)
Other operating expenses	(4,662	)	(50	)	(4,712	)
Exploration costs	(215	)	—		(215	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,699	)	—		(1,699	)
Other income	28		132		160
Other expense	(106	)	(106	)	(212	)

Financial interest on debt	(100	)	—		(100	)
Financial income from marketable securities & cash equivalents	24		—		24
Cost of net debt	(76	)	—		(76	)

Other financial income	71		—		71
Other financial expense	(95	)	—		(95	)

Equity in income (loss) of affiliates	545		(21	)	524

Income taxes	(2,408	)	(120	)	(2,528	)

Consolidated net income	2,357		321		2,678
Group share	2,296		317		2,613
Minority interests	61		4		65

1^st quarter 2009 (M€)	Adjusted		Adjustments		Consolidated statement of income

Sales	30,041		—		30,041
Excise taxes	(4,573	)	—		(4,573	)
Revenues from sales	25,468		—		25,468

Purchases net of inventory variation	(15,705	)	477		(15,228	)
Other operating expenses	(4,572	)	(103	)	(4,675	)
Exploration costs	(176	)	—		(176	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,520	)	—		(1,520	)
Other income	2		13		15
Other expense	(57	)	(30	)	(87	)

Financial interest on debt	(171	)	—		(171	)
Financial income from marketable securities & cash equivalents	55		—		55
Cost of net debt	(116	)	—		(116	)

Other financial income	159		—		159
Other financial expense	(81	)	—		(81	)

Equity in income (loss) of affiliates	525		(58	)	467

Income taxes	(1,779	)	(123	)	(1,902	)

Consolidated net income	2,148		176		2,324
Group share	2,113		177		2,290
Minority interests	35		(1	)	34

TOTAL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIRST THREE MONTHS OF 2010

(unaudited)

1)	Accounting policies

The interim consolidated financial statements of TOTAL S.A. and its subsidiaries (the Group) as of March 31, 2010 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 March 31, 2010 do not differ significantly from those applied for the consolidated financial statements as of December 31, 2009 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, 2010 are described in Note 1W to the consolidated financial statements as of December 31, 2009 and have no material effect on the Group’s consolidated financial statements for the first three months of 2010.

Among these new standards or interpretations effective for annual periods beginning on or after January 1, 2010, the revised versions of IFRS 3 “Business Combinations” and IAS 27 “Consolidated and Separate Financial Statements” should be noted. These revised standards introduce new provisions regarding the accounting for business combinations. Their application is prospective.

In addition, as of January 1, 2010, jointly-controlled entities are consolidated under the equity method, as provided for in the alternative method of IAS 31 “Interests in Joint Ventures”. Until December 31, 2009, these entities were consolidated under the proportionate consolidation method. This change involves two entities and has been applied prospectively, as the impact is not material.

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 estimates and assumptions are described in the Notes to the consolidated financial statements as of December 31, 2009.

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 three months of 2010, TOTAL progressively sold 1.23% of Sanofi-Aventis’ share capital, thus reducing its interest to 6.16%. Sanofi-Aventis is accounted for by the equity method in TOTAL’s Consolidated Financial Statements.

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 facilitate the comparability of the segments’ performance with those of its competitors.

In the replacement cost method, which approximates the LIFO (Last-In, First-Out) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period. 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 adjustment items reconciling “Business net income” and Net income attributable to equity holders of 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 adjustment 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
1^stquarter 2010	Inventory valuation effect	—	380		106		—	486
	Restructuring charges	—	—		—		—	—
	Asset impairment charges	—	—		—		—	—
	Other items	—	(50	)	—		—	(50	)

Total		—	330		106		—	436

1^stquarter 2009	Inventory valuation effect	—	345		132		—	477
	Restructuring charges	—	—		—		—	—
	Asset impairment charges	—	—		—		—	—
	Other items	—	(100	)	(3	)	—	(103	)

Total		—	245		129		—	374

ADJUSTMENTS TO NET INCOME GROUP SHARE


(M€)		Upstream		Downstream		Chemicals		Corporate		Total
1^stquarter 2010	Inventory valuation effect	—		269		75		—		344
	TOTAL’s equity share of adjustments related to Sanofi-Aventis	—		—		—		(41	)	(41	)
	Restructuring charges	—		—		—		—		—
	Asset impairment charges	(59	)	—		—		—		(59	)
	Gains (losses) on disposals of assets	—		—		—		129		129
	Other items	(17	)	(39	)	—		—		(56	)

Total		(76	)	230		75		88		317

1^stquarter 2009	Inventory valuation effect	—		247		80		—		327
	TOTAL’s equity share of adjustments related to Sanofi-Aventis	—		—		—		(63	)	(63	)
	Restructuring charges	—		—		(6	)	—		(6	)
	Asset impairment charges	—		—		—		—		—
	Gains (losses) on disposals of assets	—		—		—		13		13
	Other items	(21	)	(71	)	(2	)	—		(94	)

Total		(21	)	176		72		(50	)	177

4)	Shareholders’ equity

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

As of March 31, 2010, TOTAL S.A. held 14,615,660 of its own shares, representing 0.62% of its share capital, detailed as follows:

•

5,559,915 shares allocated to covering a TOTAL share purchase option plan for Group employees and executive officers;

•

5,799,020 shares allocated to TOTAL restricted shares plans for Group employees; and

•

3,256,725 shares intended to be allocated to new TOTAL share purchase option plans or to new restricted shares plans.

These 14,615,660 shares are deducted from the consolidated shareholders’ equity.

TOTAL shares held by Group subsidiaries

As of March 31, 2010, TOTAL S.A. held indirectly through its subsidiaries 100,331,268 of its own shares, representing 4.27% 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.

Dividend

For the 2009 fiscal year, the Board of Directors has proposed a dividend of €2.28 per share. This proposed dividend will be voted on by the shareholders’ meeting to be held on May 21, 2010. An interim dividend of €1.14 per share was paid on November 18, 2009. If approved, the balance of €1.14 per share will be paid on June 1, 2010.

Other Comprehensive Income

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


(M€)	1st quarter 2010				1st quarter 2009
Currency translation adjustment			1,847				1,212
- unrealized gain/(loss) of the period	1,847				1,208
- less gain/(loss) included in net income	—				(4	)

Available for sale financial assets			(3	)			(11	)
- unrealized gain/(loss) of the period	14				(11	)
- less gain/(loss) included in net income	17				—

Cash flow hedge			24				(70	)
- unrealized gain/(loss) of the period	(129	)			(33	)
- less gain/(loss) included in net income	(153	)			37

Share of other comprehensive income of equity affiliates, net amount			233				159

Other			1				14
- unrealized gain/(loss) of the period	1				14
- less gain/(loss) included in net income	—				—

Tax effect			(8	)			25


Total other comprehensive income, net amount			2,094				1,329

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


	1st quarter 2010						1st quarter 2009
(M€)	Pre-tax amount		Tax effect		Net amount		Pre-tax amount		Tax effect	Net amount
Currency translation adjustment	1,847				1,847		1,212			1,212

Available for sale financial assets	(3	)	—		(3	)	(11	)	1	(10	)

Cash flow hedge	24		(8	)	16		(70	)	24	(46	)

Share of other comprehensive income of equity affiliates, net amount	233				233		159			159

Other	1				1		14			14


Total other comprehensive income	2,102		(8	)	2,094		1,304		25	1,329

5)	Non-current financial debt

The Group issued bonds through its subsidiary Total Capital during the first three months of 2010:

•

Bond 6.000% 2010-2015 (100 million AUD)

•

Bond 2.875% 2010-2015 (250 million USD)

The Group reimbursed bonds during the first three months of 2010:

•

Bond 3.750% 2004-2010 (500 million EUR)

•

Bond 3.750% 2006-2010 (100 million EUR)

•

Bond 3.750% 2006-2010 (50 million EUR)

•

Bond 3.750% 2006-2010 (50 million EUR)

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 three months of 2010.

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

Following investigations into certain commercial practices in the chemicals industry in the United States, some subsidiaries of the Arkema⁽ ¹⁾ group have been involved in criminal investigations, closed as of today, and civil liability lawsuits in the United States 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 million and jointly fined Arkema and Elf Aquitaine €45 million. The appeal from Arkema and Elf Aquitaine before the Court of First Instance of the European Union has been rejected on September 30, 2009. A recourse before the Court of Justice of the European Communities has been filed.

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 million and €219.1 million, as a result of, respectively, each of these two proceedings. Elf Aquitaine was held jointly and severally liable for, respectively, €65.1 million and €181.35 million of these fines while TOTAL S.A. was held jointly and severally liable, respectively, for €42 million and €140.4 million. 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 million and individually in an amount of €20.43 million for Arkema and €15.89 million for Elf Aquitaine. The companies concerned appealed this decision to the relevant European court.

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. The decision has been rendered by the Commission in November 2009. The companies have been jointly and severally fined in an amount of €11 million and individually in an amount of €9.92 million for Arkema and €7.71 million for Elf Aquitaine. The concerned companies 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. Arkema became an independent company after being spun-off from Total S.A. in May 2006.

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 million 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 €17 million in its consolidated financial statements as of March 31, 2010 to cover the risks mentioned above.

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 million and in TOTAL S.A. as its parent company being held jointly responsible for €13.5 million 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 million 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.

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%.

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 had 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 appeal trial took place in January 2010. The Court of Appeals, by a decision handed down on March 4, 2010, confirmed the prior judgment. TOTAL’s UK subsidiary filed an appeal before the Supreme Court with respect to both the extent and sharing of the liabilities incurred.

With respect to civil liability the provision recorded in the Group’s consolidated financial statements as of March 31, 2010 amounts to €294 million after payments already completed.

The Group carries insurance for damage to its interests in these facilities, business interruption and civil liability claims from third parties. The residual amount to be received from insurers amounts to €128 million as of March 31, 2010.

The Group 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. In November 2009, the British subsidiary of TOTAL, pleaded guilty to charges brought by the prosecution and intends to raise, into this framework, a number of elements expected to mitigate the impact of the charges brought against it.

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 million, 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 has appealed the verdict of January 16, 2008. In the meantime, it has nevertheless proposed to pay third parties who so requested definitive compensation as determined by the court. To date, forty-one third parties have received compensation payments, representing an aggregate amount of €171.5 million.

By decision dated March 30, 2010, the Court of Appeal upheld the lower court judgment pursuant to which TOTAL S.A. was convicted of marine pollution and fined the Company €375,000. TOTAL S.A. filed an appeal in the French Supreme Court (Cour de cassation) in this respect.

On the other hand, the Court of Appeal ruled that TOTAL S.A. bears no civil liability according to the applicable international conventions.

TOTAL S.A. considers, according to the information currently available to it, that this case will not have a material impact on the Group’s financial situation or consolidated results.

8)	Information by business segment


1^stquarter 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,569		28,808		4,223		3		—		37,603
Intersegment sales	5,302		1,081		237		42		(6,662	)	—
Excise taxes	—		(4,442	)	—		—		—		(4,442	)

Revenues from sales	9,871		25,447		4,460		45		(6,662	)	33,161
Operating expenses	(4,454	)	(24,621	)	(4,070	)	(145	)	6,662		(26,628	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,256	)	(305	)	(130	)	(8	)	—		(1,699	)

Operating income	4,161		521		260		(108	)	—		4,834
Equity in income (loss) of affiliates and other items	108		31		45		264		—		448
Tax on net operating income	(2,374	)	(164	)	(73	)	57		—		(2,554	)

Net operating income	1,895		388		232		213		—		2,728
Net cost of net debt											(50	)
Minority interests											(65	)

Net income											2,613


1^stquarter 2010 (adjustments) ^(a) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany	Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses	—		330		106		—			436
Depreciation, depletion and amortization of tangible assets and mineral interests	—		—		—		—			—

Operating income ^(b)	—		330		106		—			436
Equity in income (loss) of affiliates and other items ^(c)	(106	)	16		4		91			5
Tax on net operating income	30		(113	)	(35	)	(2	)		(120	)

Net operating income ^(b)	(76	)	233		75		89			321
Net cost of net debt										—
Minority interests										(4	)

Net income										317

(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	—		380		106		—
On net operating income	—		272		75		—
(c) Of which equity share of adjustments related to Sanofi-Aventis	—		—		—		(41	)


1^stquarter 2010 (adjusted) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,569		28,808		4,223		3		—		37,603
Intersegment sales	5,302		1,081		237		42		(6,662	)	—
Excise taxes	—		(4,442	)	—		—		—		(4,442	)

Revenues from sales	9,871		25,447		4,460		45		(6,662	)	33,161
Operating expenses	(4,454	)	(24,951	)	(4,176	)	(145	)	6,662		(27,064	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,256	)	(305	)	(130	)	(8	)	—		(1,699	)

Adjusted operating income	4,161		191		154		(108	)	—		4,398
Equity in income (loss) of affiliates and other items	214		15		41		173		—		443
Tax on net operating income	(2,404	)	(51	)	(38	)	59		—		(2,434	)

Adjusted net operating income	1,971		155		157		124		—		2,407
Net cost of net debt											(50	)
Minority interests											(61	)

Ajusted net income											2,296


1^stquarter 2010 (M€)	Upstream	Downstream	Chemicals		Corporate	Intercompany	Total
Total expenditures	3,143	456	94		16		3,709
Total divestments	87	27	6		928		1,048
Cash flow from operating activities	4,680	454	(90	)	216		5,260


1^stquarter 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


1^stquarter 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 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 related to Sanofi-Aventis	—		—		—		(63	)


1^stquarter 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


1^stquarter 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

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


1^stquarter 2010 (M€)	Adjusted		Adjustments		Consolidated statement of income

Sales	37,603		—		37,603
Excise taxes	(4,442	)	—		(4,442	)
Revenues from sales	33,161		—		33,161

Purchases net of inventory variation	(22,187	)	486		(21,701	)
Other operating expenses	(4,662	)	(50	)	(4,712	)
Exploration costs	(215	)	—		(215	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,699	)	—		(1,699	)
Other income	28		132		160
Other expense	(106	)	(106	)	(212	)

Financial interest on debt	(100	)	—		(100	)
Financial income from marketable securities & cash equivalents	24		—		24
Cost of net debt	(76	)	—		(76	)

Other financial income	71		—		71
Other financial expense	(95	)	—		(95	)

Equity in income (loss) of affiliates	545		(21	)	524

Income taxes	(2,408	)	(120	)	(2,528	)

Consolidated net income	2,357		321		2,678
Group share	2,296		317		2,613
Minority interests	61		4		65


1^stquarter 2009 (M€)	Adjusted		Adjustments		Consolidated statement of income

Sales	30,041		—		30,041
Excise taxes	(4,573	)	—		(4,573	)
Revenues from sales	25,468		—		25,468

Purchases net of inventory variation	(15,705	)	477		(15,228	)
Other operating expenses	(4,572	)	(103	)	(4,675	)
Exploration costs	(176	)	—		(176	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,520	)	—		(1,520	)
Other income	2		13		15
Other expense	(57	)	(30	)	(87	)

Financial interest on debt	(171	)	—		(171	)
Financial income from marketable securities & cash equivalents	55		—		55
Cost of net debt	(116	)	—		(116	)

Other financial income	159		—		159
Other financial expense	(81	)	—		(81	)

Equity in income (loss) of affiliates	525		(58	)	467

Income taxes	(1,779	)	(123	)	(1,902	)

Consolidated net income	2,148		176		2,324
Group share	2,113		177		2,290
Minority interests	35		(1	)	34

10)

Post-closing events

Filing of a public tender offer followed by a squeeze out for the shares issued by the company Elf Aquitaine

On March 24, 2010, TOTAL S.A. filed a public tender offer followed by a squeeze out with the French Autorité des Marchés Financiers (AMF) in order to buy the 1,468,725 Elf Aquitaine shares that it does not already hold, representing 0.52% of Elf Aquitaine’s share capital and 0.27% of its voting rights, at a price of €305 per share (including the remaining 2009 dividend). On April 13, 2010, the French Autorité des marchés financiers (AMF) issued its clearance decision for this offer.

The public tender offer was open from April 16 to April 29, 2010 included. The Elf Aquitaine shares targeted by the offer which have not been tendered to the offer will be transferred to TOTAL S.A. under the squeeze out upon payment to the shareholders equal to the offer price on the first trading day after the offer closing date, i.e. on April 30, 2010.

After the squeeze out, TOTAL S.A. will hold all Elf Aquitaine shares either directly or indirectly.

In application of revised standard IAS 27 “Consolidated and Separate Financial Statements”, effective for annual periods beginning on or after January 1, 2010, transactions with minority interests are accounted for as equity transactions, i.e. in consolidated shareholder’s equity.

As a consequence, following the acquisition of all Elf Aquitaine shares by TOTAL S.A., the difference between the consideration paid and the book value of minority interests acquired will be recognized directly as a decrease in equity. Given the terms of the tender offer and of the squeeze out, this operation will have no material effect on the Group’s consolidated shareholder’s equity.

Sale of Mapa Spontex

TOTAL closed on April 1, 2010 the sale of its consumer specialty chemicals business, Mapa Spontex, to U.S.-based Jarden Corporation for €335 million.

Mapa Spontex is a global manufacturer and distributor of baby care and home care products, with leading positions in Europe, Brazil and Argentina. Its portfolio includes baby bottles and nipples, sold primarily under the NUK^®, Tigex^®, Lillo^®, Fiona^® and First Essentials^® brands, as well as sponges, rubber gloves and cleaning products, sold primarily under the Mapa^® and Spontex^® brands.

Sale of interests in the Valhall and Hod fields to BP

TOTAL signed in the course of April 2010 an agreement for the sale of its interests in the Valhall (15.72%) and Hod (25%) fields, in the Norwegian North Sea, to BP. This transaction, amounting to $991 million, is subject to partners’ consent and approval by relevant authorities in the upcoming weeks.

EX-99.2 3 dex992.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

RECENT DEVELOPMENTS

Inauguration of world’s largest ethane cracker in Ras Laffan, Qatar

On May 4, 2010, TOTAL S.A. (“TOTAL”) announced the inauguration of the world’s largest olefin cracker based on ethane in Ras Laffan, Qatar. With a production capacity of 1.3 million tons of ethylene per year, the Ras Laffan Olefin Cracker (RLOC) will feed the new Qatofin polyethylene plant inaugurated in Mesaieed last November. Total Petrochemicals, through its participations in Qapco and Qatofin, joint ventures with Qatar Petroleum, holds 22.2% of RLOC. The other partners are Qatar Petroleum and Chevron Phillips Chemical Company.

The ethane feedstock used in the Ras Laffan cracker comes from the North Field, a giant offshore gas field in which TOTAL holds interests through the Dolphin and Qatargas I and II projects. The natural gas (methane) is treated for export in the liquefaction plants also based in Ras Laffan and the associated ethane produced at Dolphin will be used by the Ras Laffan cracker as raw material for the petrochemical industry.

Closing of the public tender offer and processing of the squeeze out for the shares issued by the company Elf Aquitaine

On April 30, 2010, TOTAL announced the closing of the public tender offer (the “Offer”) and processing of the squeeze out for the shares issued by the company Elf Aquitaine.

The Offer was made exclusively in France. The Offer was not subject to registration or visa outside France. Holders of Elf Aquitaine shares located outside France could not participate in the Offer, except if the laws and regulations of the jurisdiction to which such holders were subject allowed such participation. Participation in the Offer and the distribution of materials regarding the Offer may be subject to restrictions outside France. The Offer was not directed at persons who were subject to such restrictions, neither directly, nor indirectly, and could not be accepted in any manner by a holder located in a country where the Offer was subject to such restrictions.

For regulatory reasons, access to information regarding the Offer is restricted. Persons that are residents of, or presently located in, the United Kingdom, the United States, Australia, Canada and Japan, or are otherwise deemed to be a U.S. person, are restricted from accessing the information on TOTAL’s Web site related to the Offer.

Norway: TOTAL sells its interests in the Valhall and Hod fields to BP

On April 27, 2010, TOTAL announced the signing of an agreement for the sale of its interests in the Valhall (15.72%) and Hod (25%) fields, in the Norwegian North Sea, to BP. This transaction, amounting to $991 million, is subject to partners’ consent and approval by relevant authorities in the upcoming weeks.

Located 285 kilometers off the Norwegian coast in a water depth of 70 meters, Valhall was discovered in 1975 and started producing in 1982. This field reached an average equity production of approximately 8,000 barrels of oil equivalent per day (boe/d) in 2009.

Hod, approximately 13 kilometers south of Valhall, was discovered in 1974. Production started in 1990 and reached an average equity production of about 1,000 boe/d in 2009.

TOTAL is a leading North Sea oil and gas industry investor and operator. The sale of these non-strategic interests is part of the Group’s ongoing optimization of its upstream assets.

Gulf of Mexico: TOTAL transfers its interests in Virgo and Matterhorn to W&T Offshore, Inc.

Total E&P USA, Inc., a wholly-owned subsidiary of TOTAL, announced on April 8, 2010, the transfer of its interests in three federal offshore lease blocks in the Gulf of Mexico to W&T Offshore, Inc., effective January 1, 2010. Under the terms of the agreement, W&T Offshore, Inc. will receive TOTAL’s 64% interest in Viosca Knoll Blocks 822 and 823 (Virgo) and 100% interest in Mississippi Canyon Block 243 (Matterhorn).

Virgo gas field was discovered in 1997 and started producing in 1999. Located in the continental shelf in a water depth of 345 meters, Virgo reached an average production of approximately 2,000 barrels of oil equivalent per day (boe/d) at year-end 2009.

The Matterhorn oil and gas field was discovered in 1999 in a water depth of 850 meters. Production started in 2003 and reached an average production of about 5,000 (boe/d) at year-end 2009.

In selling these non-strategic assets, TOTAL finalizes the reorganization of its activities in the Gulf of Mexico, focusing on areas of growth in the deep offshore.

Angola: Two new oil discoveries on deep offshore Block 15/06

TOTAL announced on April 7, 2010, that its subsidiary, TEPA (Block 15/06), Limited, and its partners have made two important oil discoveries in Angola at the Nzanza-1 and Cinguvu-1 wells, in the deep waters of the Angolan offshore.

Nzanza-1 and Cinguvu-1 wells, located in Block 15/06 some 350 kilometers North-West of Luanda, were drilled in a water depth of 1,400 meters. They reached a total depth of respectively 3,008 meters and 3,023 meters. Both wells encountered oil pay in sands of Lower Miocene age with good reservoir characteristics.

During production tests, Nzanza-1 well produced an 18° API oil at rates above 1,600 barrels per day (b/d). An analysis of the results indicates a potential for future production wells in excess of 5,000 b/d per well, when associated to artificial lift. At the Cinguvu-1 well, the production test, limited by surface facilities, reached a flow of 6,400 b/d of a 23° API oil.

After the Sangos-1 and N’Goma-1 discoveries in 2008 and Cabaça Norte-1 in 2009, these new discoveries confirm the potential of Block 15/06 in Angola.

TEPA (Block 15/06), Limited, holds a 15% interest in the Block 15/06, operated by Eni.

These two recent discoveries, together with the former ones at Ngoma-1 and Sangos-1, all located in the northwestern part of the permit, are being evaluated in view of the proceeding with a first development hub in Block 15/06.

TOTAL Sells Mapa Spontex to U.S.-Based Jarden Corporation

On April 6, 2010, TOTAL announced that on April 1 it closed the sale of its consumer specialty chemicals business, Mapa Spontex, to U.S.-based Jarden Corporation for €335 million.

U.S.-based Jarden is listed on the New York Stock Exchange and has an international presence, with more than 20,000 employees worldwide. It manufactures and markets niche consumer products and has around 100 brands in its portfolio. Mapa Spontex’s activities are a strategic fit with Jarden’s portfolio and do not compete with its other brands. This acquisition significantly expands Jarden’s international presence.

Yemen LNG Starts Second Natural Gas Liquefaction Train

TOTAL announced on April 2, 2010, that the second train of the Yemen LNG natural gas liquefaction plant has started production. Combined with liquefied natural gas (LNG) production from the first train, commissioned on October 15, 2009, it is expected to enable the Yemen LNG plant to reach its full capacity.

Facts and figures about the Yemen LNG project:

•

A $4.5 billion investment, the biggest ever made in Yemen.

•

A 320-kilometre gas pipeline carries feed gas from Block 18 in central Yemen’s Marib region to the Balhaf liquefaction plant on the country’s southern coast.

•

With the startup of the second train, total production capacity reaches 6.7 million tons of LNG per year, equal to a hundred cargos to be delivered each year over 25 years. Since the start-up of the first train, 18 cargos have already been delivered to South Korea, the United States, China, Spain and Mexico.

TOTAL is the main shareholder in Yemen LNG, with an interest of 39.62%, alongside state-owned Yemen Gas Company (16.73%), Hunt Oil Company (17.22%), SK Energy (9.55%), Korea Gas Corporation (6%), Hyundai Corporation (5.88%) and Yemen’s General Authority for Social Security and Pensions (GASSP, 5%).

Angola: Second oil discovery on deep offshore Block 17/06

TOTAL announced on April 1, 2010, that its subsidiary, TEPA (Block 17/06) Limited, and Sociedade Nacional de Combustíveis de Angola (Sonangol E.P.), have discovered hydrocarbons in the north-eastern area of the deep offshore block 17/06.

The Begonia-1 well is the second successful exploration well on Block 17/06, after the Gardenia-1 well. Drilled in a water depth of 453 meters, the well discovered hydrocarbons in reservoir of Miocene age and produced more than 6,000 barrels per day of high quality oil (36° API) during a production test.

Sociedade Nacional de Combustíveis de Angola (Sonangol) is the concessionaire of the Block 17/06. TEPA (Block 17/06) Limited is the operator of the Block 17/06 with a 30% stake. TOTAL’s partners in the block are Sonangol Pesquisa e Produção S.A. (30%), Sonangol Sinopec International (SSI) Seventeen Limited (27.5%), ACREP Bloco 17 S.A. (5%), Falcon Oil Holding Angola S.A. (5%) and PARTEX Oil and Gas (Holdings) Corporation (2.5%).

France: TOTAL obtains the Montelimar permit to evaluate the gas shale potential of the area

On March 31, 2010, TOTAL announced having obtained the Montelimar Permit in France by ministerial decree dated as of March 1, 2010. This exploration permit, granted for a five-year period, covers a surface of 4,327 square kilometers that spans from the south of Valence to the region of Montpellier, in the south of France.

This permit, which will be operated by TOTAL, has been jointly attributed to TOTAL and to a subsidiary of the American group Devon. Devon having decided at the end of 2009 to focus its activities in North America, TOTAL also announced having acquired Devon’s French affiliate. Through this transaction, which is subject to ministerial approval, TOTAL will hold a 100% stake in the license.

With this new permit, and further to the acquisition of a 25% interest in Chesapeake’s permit in the Barnett Shale play in the United States at the end of 2009, TOTAL confirms its willingness to develop its activities in non-conventional gas.

EX-99.3 4 dex993.htm EXHIBIT 99.3 Exhibit 99.3

Exhibit 99.3

RATIO OF EARNINGS TO FIXED CHARGES

(Unaudited)

The following table shows the ratios of earnings to fixed charges for TOTAL S.A. (“TOTAL”) and its subsidiaries and affiliates (collectively, the “Group”), computed in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and as adopted by the European Union, for the three months ended March 31, 2010 and 2009 and the fiscal years ended December 31, 2009, 2008, 2007, 2006 and 2005.

Three Months Ended
March 31,

Years Ended December 31,

2010

2009

2008

2007

2006

2005(a)

For the Group (IFRS)

31.23

19.75

21.11

20.86

14.06

13.93

18.60

(a)	2005 amounts reflect continuing operations (i.e., excluding Arkema, which was spun-off on May 12, 2006).

Earnings for the computations above under IFRS were calculated by adding pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees, fixed charges and distributed income of equity investees. Fixed charges for the computations above consist of interest (including capitalized interest) on all indebtedness, amortization of debt discount and expense and that portion of rental expense representative of the interest factor.

CAPITALIZATION AND INDEBTEDNESS OF TOTAL

(Unaudited)

The following table sets out the unaudited consolidated capitalization and long-term indebtedness, as well as short-term indebtedness, of the Group as of March 31, 2010, prepared on the basis of IFRS.


	At March 31, 2010
	(in millions of euros)
Current financial debt, including current portion of non-current financial debt
Current portion of non-current financial debt	1,826
Current financial debt	5,014
Current portion of financial instruments for interest rate swaps liabilities	151
Other current financial instruments — liabilities	163

Total current financial debt	7,154

Non-current financial debt	19,727
Minority interests	1,083
Shareholders’ equity
Common shares	5,871
Paid-in surplus and retained earnings	58,026
Currency translation adjustment	(3,010	)
Treasury shares	(3,604	)

Total shareholders’ equity	57,283

Total capitalization and non-current indebtedness	78,093

As of March 31, 2010, TOTAL had an authorized share capital of 3,381,921,458 ordinary shares with a par value of €2.50 per share, and an issued share capital of 2,348,587,570 ordinary shares (including 114,946,928 treasury shares from shareholders’ equity).

As of March 31, 2010, approximately €303 million of TOTAL’s non-current financial debt was secured and approximately €19,424 million was unsecured, and all of TOTAL’s current financial debt of €5,014 million was unsecured. As of March 31, 2010, TOTAL had no outstanding guarantees from third parties relating to its consolidated indebtedness. For more information about TOTAL’s commitments and contingencies, see Note 23 of the Notes to TOTAL’s audited consolidated financial statements in its Annual Report on Form 20-F for the year ended December 31, 2009. Since March 31, 2010, Total Capital has issued approximately €68 million (after swaps) of non-current financial debt.

Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent liabilities of TOTAL since March 31, 2010.

EX-99.4 5 dex994.htm EXHIBIT 99.4 Exhibit 99.4

Exhibit 99.4

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


	Three Months Ended March 31,				Years Ended December 31,
(Amounts in millions of euros)	2010		2009		2009		2008		2007		2006		2005(a)
	(unaudited)				(unaudited)
Net income	2,613		2,290		8,447		10,590		13,181		11,773		12,734
Income tax expenses	2,528		1,902		7,751		14,146		13,575		13,720		11,806
Minority interest	65		34		182		363		354		367		370
Equity in income of affiliates (in excess of)/ less than dividends received	(262	)	(79	)	(378	)	(311	)	(821	)	(952	)	(596	)
Interest expensed	92		132		450		779		1,547		1,588		1,211
Estimate of the interest within rental expense	51		36		204		142		128		91		68
Amortization of capitalized interest	34		30		129		115		108		100		100

Total	5,121		4,345		16,785		25,824		28,072		26,687		25,693

Interest expensed	92		132		450		779		1,547		1,588		1,211
Capitalized interest	21		52		141		317		321		237		101
Estimate of the interest within rental expense	51		36		204		142		128		91		68
Preference security dividend requirements of consolidated subsidiaries	—		—		—		—		—		—		1

Fixed charges	164		220		795		1,238		1,996		1,916		1,381

Ratio of Earnings to fixed charges	31.23		19.75		21.11		20.86		14.06		13.93		18.60

(a)	2005 amounts reflect continuing operations (i.e., excluding Arkema, which was spun-off on May 12, 2006).

-----END PRIVACY-ENHANCED MESSAGE-----

TOTAL S.A.

Date: May 5, 2010

/S/ JEROME SCHMITT

Jérôme SCHMITT

Treasurer