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

August 3, 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TOTAL S.A. AND TOTAL CAPITAL AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 second quarter and six months ended June 30, 2010, and a description of certain recent developments relating to its business, as well as a capitalization table as of June 30, 2010, and a ratio of earnings to fixed charges for the six months ended June 30, 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

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.

	TOTAL S.A.
Date: August 3, 2010	By:	/S/    JEROME SCHMITT
	Name:	Jérôme SCHMITT
	Title:	Treasurer

Exhibit Index

Exhibit 99.1	Results for the Three Months and Six Months Ended June 30, 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

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 second quarter and first six months ended June 30, 2010, has been derived from TOTAL’s unaudited consolidated financial statements for the second quarter and first six months ended June 30, 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^*

2Q10	1Q10	2Q09	2Q10 vs 2Q09	in millions of euros except earnings per share and number of shares	1H10	1H09	1H10 vs 1H09
41,329	37,603	31,430	+31%	Sales	78,932	61,471	+28%
				Adjusted net operating income from business segments
2,203	1,971	1,451	+52%	• Upstream	4,174	2,933	+42%
483	155	156	x3.1	• Downstream	638	756	-16%
274	157	71	x3.9	• Chemicals	431	39	x11.1
1.38	1.17	0.97	+42%	Fully-diluted earnings per share (euros)	2.55	1.99	+28%
2,242.5	2,242.7	2,235.6	—	Fully-diluted weighted-average shares (millions)	2,242.6	2,235.5	—
3,101	2,613	2,169	+43%	Net income (Group share)	5,714	4,459	+28%
3,446	3,709	3,634	-5%	Investments**	7,155	6,569	+9%
3,372	3,644	3,575	-6%	Investments including net investments in equity affiliates and non-consolidated companies**	7,016	6,415	+9%
850	1,048	858	-1%	Divestments	1,898	1,330	+43%
4,942	5,260	1,939	x2.5	Cash flow from operations	10,202	5,933	+72%

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

** Including acquisitions.

• Second quarter 2010 results

> Sales

In the second quarter 2010, the Brent price averaged 78.2 $/b, an increase of 32% compared to the second quarter 2009 and 2% compared to the first quarter 2010. The average natural gas price, however, remained depressed, increasing by only 2% compared to the second quarter 2009 and decreasing by 5% compared to the first quarter 2010. The European refining margin indicator (ERMI) averaged 31.2 $/t in the second quarter 2010, an increase of 82% compared to the second quarter 2009 and 6% compared to the first quarter 2010. The environment for petrochemicals and specialty chemicals showed a net improvement, reflecting continued demand growth since the second half of 2009.

The euro-dollar exchange rate averaged 1.27 $/€ in the second quarter 2010 compared to 1.36 $/€ in the second quarter 2009 and 1.38 $/€ in the first quarter 2010.

In this environment, sales in the second quarter 2010 were €41,329 million, an increase of 10% compared to €37,603 in the first quarter 2010 and an increase of 31% compared to €31,430 million in the second quarter 2009.

1

> Net income (Group share)

Reported net income (Group share) in the second quarter 2010 increased by 43% to €3,101 million from €2,169 million in the second quarter 2009, mainly due to the increase in hydrocarbon prices and production and improved Chemicals segment results. The after-tax inventory valuation effect had a positive impact on net income (Group share) of €169 million in the second quarter 2010 and a positive impact of €788 million in the second quarter 2009, in each case due to the increase in oil prices. Special items had a positive impact on net income (Group share) of €11 million in the second quarter 2010 and a negative impact of €221 million in the second quarter 2009. The Group’s share of adjustment items related to Sanofi-Aventis had a negative impact on net income (Group share) of €40 million in the second quarter 2010 and a negative impact of €119 million in the second quarter 2009.

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

Fully-diluted earnings per share, based on 2,242.5 million weighted-average shares, was €1.38 in the second quarter 2010 compared to €0.97 in the second quarter 2009, an increase of 42%.

> Investments – divestments¹

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were €3.1 billion in the second quarter 2010 compared to €3.1 billion in the second quarter 2009.

Acquisitions were €305 million in the second quarter 2010, essentially comprised of interests in new energies and carried investments in the Barnett Shale in the United States.

Asset sales in the second quarter 2010 were €758 million, essentially comprised of the sale of Mapa Spontex and sales of Sanofi-Aventis shares.

Net investments² were €2.6 billion in the second quarter 2010 compared to €2.8 billion in the second quarter 2009.

> Cash flow

Cash flow from operations was €4,942 million in the second quarter 2010 compared to €1,939 million in the second quarter 2009, reflecting essentially the increase in net income and a lower increase in working capital requirements.

The Group’s net cash flow³ was €2,346 million compared to a negative €837 million in the second quarter 2009.

• First half 2010 results

> Sales

Compared to the first half 2009, the average Brent price increased by 50% to 77.3 $/b in the first half 2010. The average natural gas price, however, decreased by 8%. The European refining margin indicator (ERMI) was 30.4 $/t in the first half 2010 compared to 23.8 $/t in the first half 2009. The environment for the petrochemicals and specialty chemicals improved significantly. The euro-dollar exchange rate in the first half 2010 was 1.33 $/€, stable compared to the first half 2009.

In this context, sales in the first half 2010 were €78,932 million, an increase of 28% compared to €61,471 million in the first half 2009.

> Net income (Group share)

Reported net income (Group share) in the first half 2010 increased by 28% to €5,714 million from €4,459 million in the first half 2009, mainly due to the increase in hydrocarbon prices and production. The after-tax inventory effect had a positive impact on net income (Group share) of €513 million in the first half 2010 and a positive impact of €1,115 million in the first half 2009, in each case due to the increase in oil prices. Special items had a positive impact on net income (Group share) of €25 million in the first half 2010 and a negative impact of €308 million in the first half 2009. The Group’s share of adjustment items related to Sanofi-Aventis had a negative impact on net income (Group share) of €81 million in the first half 2010 and a negative impact of €182 million in the first half 2009.

¹ Detail shown on page 12 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.

2

The Group did not buy back shares in the first half 2010. On June 30, 2010, there were 2,243.6 million fully-diluted shares compared to 2,235.5 million on June 30, 2009.

Fully-diluted earnings per share, based on 2,242.6 million weighted-average shares, was €2.55 in the first half 2010 compared to €1.99 in the first half 2009, an increase of 28%.

> Investments – divestments⁴

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were €5.5 billion in the first half 2010 compared to €5.8 billion in the first half 2009.

Acquisitions were €1.5 billion in the first half 2010, essentially comprised of the acquisition of assets in the Barnett Shale in the U.S. and the Laggan Tormore project in the UK.

Asset sales in the first half 2010 were €1.7 billion, essentially comprised of sales of Sanofi-Aventis shares and the sale of Mapa Spontex.

Net investments⁵ were €5.3 billion in the first half 2010, compared to €5.2 billion in the first half 2009.

> Cash flow

Cash flow from operations was €10,202 million, an increase of 72% compared to the first half 2009, reflecting essentially the increase in net income and change in working capital requirement.

The Group’s net cash flow⁶ was €4,945 million compared to €694 million in the first half 2009.

The net-debt-to-equity ratio was 22.7% on June 30, 2010 compared to 21.5% on March 31, 2010 and 24.7% on June 30, 2009⁷, in line with the Group’s objectives.

• Analysis of business segment results

The financial information for each business segment is reported on the same basis as that used internally by the chief operating decision maker in assessing segment performance and the allocation of segment resources. Due to their particular nature or significance, certain transactions qualified as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, certain transactions such as restructuring costs or asset disposals, which are not considered to be representative of the normal course of business, may be qualified as special items although they may have occurred in prior years or are likely to recur in following years.

In accordance with IAS 2, the Group values inventories of petroleum products in the financial statements according to the FIFO (First-In, First-Out) method and other inventories using the weighted-average cost method. Under the FIFO method, the cost of inventory is based on the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on the reported income. Accordingly, the adjusted results of the Downstream segment and Chemicals segment are presented according to the replacement cost method in order to facilitate the comparability of the Group’s results with those of its competitors and to help illustrate the operating performance of these segments excluding the impact of oil price changes on the replacement of inventories. In the replacement cost method, which approximates the LIFO (Last-In, First-Out) method, the variation of inventory 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 and the replacement cost.

⁴ Detail shown on page 12 of this exhibit.

⁵ 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.

⁶ Net cash flow = cash flow from operations + divestments – gross investments.

⁷ Detail shown on page 12 of this exhibit.

3

The adjusted business segment results (adjusted operating income and adjusted net operating income) are defined as replacement cost results, adjusted for special items. For further information on the adjustments affecting operating income on a segment-by-segment basis, and for a reconciliation of segment figures to figures reported in the Company’s consolidated interim financial statements, see pages 23 to 29 of this exhibit respectively.

In addition, the Group measures performance at the segment level on the basis of net operating income and adjusted net operating income. Net operating income comprises operating income of the relevant segment after deducting the amortization and the depreciation of intangible assets other than leasehold rights, translation adjustments and gains or losses on the sale of assets, as well as all other income and expenses related to capital employed (dividends from non-consolidated companies, income from equity affiliates, capitalized interest expenses), and after income taxes applicable to the above. The income and expenses not included in net operating income that are included in net income are only interest expenses related to long-term liabilities net of interest earned on cash and cash equivalents, after applicable income taxes (net cost of net debt and minority interests). Adjusted net operating income excludes the effect of the adjustments (special items and the inventory valuation effect) described above.

UPSTREAM

> Environment - liquids and gas price realizations*

2Q10	1Q10	2Q09	1Q10 vs 1Q09		1H10	1H09	1H10 vs 1H09
78.2	76.4	59.1	+32%	Brent ($/b)	77.3	51.7	+50%
74.8	74.2	54.8	+36%	Average liquids price ($/b)	74.5	48.2	+55%
4.82	5.06	4.71	+2%	Average gas price ($/Mbtu)	4.94	5.36	-8%
54.8	55.5	44.2	+24%	Average hydrocarbons price ($/boe)	55.2	41.5	+33%

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

> Production

2Q10	1Q10	2Q09	2Q10 vs 2Q09	Hydrocarbon production	1H10	1H09	1H10 vs 1H09
2,359	2,427	2,182	+8%	Combined production (kboe/d)	2,393	2,252	+6%
1,327	1,373	1,328	—	• Liquids (kb/d)	1,350	1,370	-1%
5,549	5,829	4,686	+18%	• Gas (Mcf/d)	5,689	4,821	+18%

In the second quarter 2010, hydrocarbon production was 2,359 thousand barrels of oil equivalent per day (kboe/d), an increase of 8% compared to the second quarter 2009, essentially as a result of:

• +7.5% for production ramp-ups on new fields, net of the normal decline, and a lower level of turnarounds,

• +2% for lower OPEC reductions and an improvement in gas demand,

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

• +0.5% for changes in the portfolio,

• -3% for the price effect⁸.

In the first half 2010, hydrocarbon production was 2,393 kboe/d, an increase of close to 6.5% compared to the first half 2009, essentially as a result of:

• +6.5% for production ramp-ups on new fields, net of the normal decline, and a lower level of turnarounds,

• +2% for lower OPEC reductions and an improvement in gas demand,

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

• +0.5% for changes in the portfolio,

• -3.5% for the price effect.

⁸ The “price effect” refers to the impact of changing hydrocarbon prices on entitlement volumes.

4

For the first half 2010, the ramp-up on new projects, net of the normal decline and lower level of turnarounds, provided the Group’s production growth.

> Results

2Q10	1Q10	2Q09	2Q10 vs 2Q09	in millions of euros	1H10	1H09	1H10 vs 1H09
4,546	4,569	3,427	+33%	Non-Group sales	9,115	7,874	+16%
4,607	4,161	2,843	+62%	Operating income	8,768	5,735	+53%
—	—	—	—	Adjustments affecting operating income	—	—	—
4,607	4,161	2,843	+62%	Adjusted operating income*	8,768	5,735	+53%
2,203	1,971	1,451	+52%	Adjusted net operating income*	4,174	2,933	+42%
271	335	176	+54%	• Includes income from equity affiliates	606	403	+50%
2,723	3,143	2,664	+2%	Investments	5,866	4,914	+19%
174	87	105	+66%	Divestments	261	234	+12%
4,154	4,680	1,943	x2.1	Cash flow from operating activities	8,834	4,521	+95%

* Detail of adjustment items shown in business segment information starting on page 23 of this exhibit.

Adjusted net operating income for the Upstream segment in the second quarter 2010 was €2,203 million compared to €1,451 million in the second quarter 2009, an increase of 52%, reflecting essentially the increase in both production and hydrocarbon prices.

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 €27 million in the second quarter 2010 and a positive impact of €18 million in the second quarter 2009.

The effective tax rate for the Upstream segment was 58%, compared to 60% in the first quarter 2010. The effective tax rate for the Upstream segment was 58% in the second quarter 2009.

Adjusted net operating income for the Upstream segment in the first half 2010 was €4,174 million compared to €2,933 million in the first half 2009, an increase of 42%, reflecting essentially the increase in both production and hydrocarbon prices.

The return on average capital employed (ROACE⁹) for the Upstream segment for the twelve months ended June 30, 2010 was 19% compared to 18% for the twelve months ended March 31, 2010 and the full year 2009. The annualized second quarter 2010 ROACE for the Upstream segment was 21%.

DOWNSTREAM

> Refinery throughput and utilization rates*

2Q10	1Q10	2Q09	2Q10 vs 2Q09	in millions of euros	1H10	1H09	1H10 vs 1H09
2,141	1,993	2,175	-2%	Total refinery throughput (kb/d)	2,067	2,205	-6%
784	680	925	-15%	• France	732	910	-20%
1,110	1,050	1,024	+8%	• Rest of Europe	1,080	1,055	+2%
247	263	226	+9%	• Rest of world	255	240	+6%
				Utilization rates
78%	73%	79%		• Based on crude only	75%	80%
83%	77%	84%		• Based on crude and other feedstock	80%	85%

* Includes share of CEPSA.

Second quarter 2010 refinery throughput decreased by 2% compared to the second quarter 2009 but increased by 7% compared to the first quarter 2010.

⁹ Calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 13 of this exhibit.

5

Scheduled turnarounds in the second quarter 2010 affected the Rome and Lindsey refineries. Despite the Dunkirk refinery and a distillation unit at the Normandy refinery being stopped throughout the second quarter 2010, the improved reliability of the refineries and the relatively low level of scheduled turnarounds led to an increase in the utilization rate based on crude and other feedstock to 83% in the second quarter 2010 compared to 77% in the first quarter 2010 and 84% in the second quarter 2009.

In the first half 2010, refinery throughput decreased by 6% compared to the first half 2009, reflecting essentially the Dunkirk refinery and a distillation unit at the Normandy refinery being stopped.

> Results

2Q10	1Q10	2Q09		2Q10 vs 2Q09	in millions of euros (except ERMI refining margins)	1H10	1H09	1H10 vs 1H09
31.2	29.5	17.1		+82%	European refining margin indicator - ERMI ($/t)	30.4	23.8	+28%
32,190	28,808	24,318		+32%	Non-Group sales	60,998	46,686	+31%
804	521	931		-14%	Operating income	1,325	1,967	-33%
255	330	790		-68%	Adjustments affecting operating income	585	1,035	-43%
549	191	141		x3.9	Adjusted operating income*	740	932	-21%
483	155	156		x3.1	Adjusted net operating income*	638	756	-16%
44	14	28		+57%	• Includes income from equity affiliates	58	61	-5%
562	456	825		-32%	Investments	1,018	1,320	-23%
11	27	26		-58%	Divestments	38	62	-39%
1,042	454	(28	)	n/a	Cash flow from operating activities	1,496	1,620	-8%

* Detail of adjustment items shown in business segment information starting on page 23 of this exhibit.

The European refinery indicator averaged 31.2 $/t in the second quarter 2010, nearly double the 17.1 $/t average in the second quarter 2009.

Adjusted net operating income from the Downstream segment was €483 million in the second quarter 2010, compared to €156 million in the second quarter 2009, thanks to the strong performance of the refineries in an environment that was much more favorable than in the previous year.

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 €195 million in the second quarter 2010 and a negative impact of €699 million in the second quarter 2009. The exclusion of special items had no impact on Downstream adjusted net operating income in the second quarter 2010 and a positive impact of €117 million in the second quarter 2009.

Adjusted net operating income from the Downstream segment was €638 million in the first half 2010, a decrease of 16% compared to the first half 2009, despite the improvement in refining margins. The decrease reflects essentially the less favorable conditions for supply optimization in 2010.

The ROACE for the Downstream segment for the twelve months ended June 30, 2010 was 6% compared to 4% for the twelve months ended March 31, 2010 and 7% for the full year 2009. The annualized second quarter 2010 ROACE for the Downstream segment was 12%.

6

CHEMICALS

2Q10	1Q10		2Q09	2Q10 vs 2Q09	in millions of euros	1H10		1H09		1H10 vs 1H09
4,589*	4,223	*	3,684	+25%	Non-Group sales	8,812	*	6,902		+28%
2,794*	2,532	*	2,164	+29%	• Base chemicals	5,326	*	3,940		+35%
1,784	1,691		1,520	+17%	• Specialties	3,475		2,962		+17%
240*	260	*	147	+63%	Operating income	500	*	208		x2.4
(65)*	106	*	87	n/a	Adjustments affecting operating income	41	*	216		-81%
305*	154	*	60	x5.1	Adjusted operating income**	459	*	(8	)	n/a
274	157		71	x3.9	Adjusted net operating income**	431		39		x11.1
149	44		19	x7.8	• Base chemicals	193		(20	)	n/a
124	117		58	x2.1	• Specialties	241		74		x3.3
144	94		115	+25%	Investments	238		294		-19%
328	6		8	x41.0	Divestments	334		14		x23.9
477	(90	)	280	+70%	Cash flow from operating activities	387		458		-16%

* 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 23 of this exhibit.

In the second quarter 2010, petrochemical margins showed a net improvement over the second quarter 2009, driven by stronger margins in the Atlantic basin.

Sales for the Chemical segment were €4.6 billion, an increase of 25% compared to the second quarter 2009.

Adjusted net operating income for the Chemicals segment increased to €274 million in the second quarter 2010 from €71 million in the second quarter 2009 due to the improved petrochemicals and specialties environment and the benefits realized through cost reduction.

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 positive impact on the Chemicals segment’s adjusted net operating income of €25 million in the second quarter 2010 and a negative impact of €91 million in the second quarter 2009. The exclusion of special items had a negative impact on the Chemicals segment’s adjusted net operating income of €4 million in the second quarter 2010 and a positive impact of €114 million in the second quarter 2009.

In the first half 2010, adjusted net operating income for the Chemicals segment was €431 million compared to €39 million in the first half 2009. The increase resulted from the improvement in market conditions in 2010 as well as from the cost reduction efforts implemented over the course of the past years and the effective positioning of the Group’s specialty chemicals during the recovery from the crisis.

The ROACE of the Chemical segment for the twelve months ended June 30, 2010 was 9% compared to 6% for the twelve months ended March 31, 2010 and 4% for the full year 2009. The annualized second quarter 2010 ROACE for the Chemicals segment was 15%.

7

• Summary and outlook

Total will pay a 2010 interim dividend of 1.14 € per share¹⁰ on November 17, 2010¹¹.

Investments excluding acquisitions for 2010 are expected to be in line with the 2010 budget level of $18 billion¹².

The Group maintains its net-debt-to-equity objective range of 25-30% for year-end 2010.

As of June 30, 2010, the Group’s equity interest in Sanofi-Aventis, following progressive sales of the shares, was 5.7%. Effective July 1, 2010, Sanofi-Aventis will no longer be accounted for as an equity affiliate but will instead be treated as a financial asset available for sale in the line “Other investments” of the balance sheet. In the second quarter 2010, Sanofi-Aventis contributed €101 million to net income.

Since the third quarter 2010 began, oil prices have traded around 75 $/b, but European refining margins have pulled back sharply from the second quarter level. The environment for the Chemicals segment has remained globally comparable to that of the second quarter.

Forward-looking statements

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

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

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

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

• changes in currency exchange rates and currency devaluations;

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

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

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

• changes in the current capital expenditure plans of TOTAL;

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

• the financial resources of competitors;

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

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

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

¹⁰ Approved by the Board of Directors on July 29, 2010.

¹¹ The ex-dividend date for the 2010 interim dividend is November 12, 2010; for the ADR (NYSE: TOT) the ex-dividend date is November 9, 2010.

¹² Including net investments in equity affiliates and non-consolidated companies, based on 1€ = $1.40 for 2010.

8

• 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.

9

Operating information by segment

Second quarter and first half 2010

• Upstream

2Q10	1Q10	2Q09	2Q10 vs 2Q09	Combined liquids and gas production by region (kboe/d)	1H10	1H09	1H10 vs 1H09
577	647	574	+1%	Europe	612	629	-3%
752	746	713	+5%	Africa	749	728	+3%
515	516	420	+23%	Middle East	515	419	+23%
63	66	13	x4.8	North America	65	12	x5.4
184	172	193	-5%	South America	178	189	-6%
246	254	248	-1%	Asia-Pacific	250	251	—
22	26	21	+5%	CIS	24	24	—
2,359	2,427	2,182	+8%	Total production	2,393	2,252	+6%
434	415	342	+27%	Includes equity and non-consolidated affiliates	425	346	+23%
2Q10	1Q10	2Q09	2Q10 vs 2Q09	Liquids production by region (kb/d)	1H10	1H09	1H10 vs 1H09
258	301	275	-6%	Europe	280	297	-6%
611	620	600	+2%	Africa	616	618	—
309	302	310	—	Middle East	305	312	-2%
30	32	11	x2.7	North America	31	10	x3.1
76	72	87	-13%	South America	74	86	-14%
30	32	33	-9%	Asia-Pacific	31	34	-9%
13	14	12	+8%	CIS	13	13	—
1,327	1,373	1,328	—	Total production	1,350	1,370	-1%
298	284	289	+3%	Includes equity and non-consolidated affiliates	291	291	—

10

2Q10	1Q10	2Q09	2Q10 vs 2Q09	Gas production by region (Mcf/d)	1H10	1H09	1H10 vs 1H09
1,689	1,940	1,639	+3%	Europe	1,814	1,811	—
704	644	580	+21%	Africa	675	566	+19%
1,098	1,188	609	+80%	Middle East	1,143	591	+93%
191	188	9	x21.2	North America	190	9	x21.1
594	554	585	+2%	South America	574	567	+1%
1,220	1,249	1,215	—	Asia-Pacific	1,234	1,219	+1%
53	66	49	+8%	CIS	59	58	+2%
5,549	5,829	4,686	+18%	Total production	5,689	4,821	+18%
737	709	285	x2.6	Includes equity and non-consolidated affiliates	723	293	x2.5
2Q10	1Q10	2Q09	2Q10 vs 2Q09	Liquefied natural gas	1H10	1H09	1H10 vs 1H09
3.04	2.89	2.15	+41%	LNG sales* (Mt)	5.93	4.30	+38%

* Sales, Group share, excluding trading; 1 Mt/y = approx. 133 Mcf/d; 2009 data restated to reflect volume estimates for Bontang LNG in Indonesia based on the 2009 SEC coefficient.

• Downstream

2Q10	1Q10	2Q09	2Q10 vs 2Q09	Refined products sales by region (kb/d)*	1H10	1H09	1H10 vs 1H09
1,881	1,949	1,979	-5%	Europe	1,915	2,076	-8%
301	286	272	+11%	Africa	294	275	+7%
115	147	161	-29%	Americas	131	175	-25%
163	145	148	+10%	Rest of world	154	138	+12%
2,460	2,527	2,560	-4%	Total consolidated sales	2,494	2,664	-6%
1,526	990	1,092	+40%	Trading	1,258	1,046	+20%
3,986	3,517	3,652	+9%	Total refined product sales	3,752	3,710	+1%

* Includes trading and share of CEPSA.

11

Investments – Divestments

2Q10	1Q10	2Q09	2Q10 vs 2Q09	in millions of euros	1H10	1H09	1H10 vs 1H09
3,067	2,427	3,095	-1%	Investments excluding acquisitions*	5,494	5,842	-6%
221	199	154	+44%	•   Capitalized exploration	420	382	+10%
170	111	23	x7.4	•   Net investments in equity affiliates and non-consolidated companies	281	248	+13%
305	1,217	480	-36%	Acquisitions	1,522	573	x2.7
3,372	3,644	3,575	-6%	Investments including acquisitions*	7,016	6,415	+9%
758	965	781	-3%	Asset sales	1,723	1,140	+51%
2,596	2,661	2,776	-6%	Net investments**	5,257	5,239	—

* Includes net investments in equity affiliates and non-consolidated companies.

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

Net-debt-to-equity ratio

in millions of euros	6/30/2010	3/31/2010	6/30/2009
Current borrowings	8,521	6,840	7,916
Net current financial assets	(1,225)	(654)	(123)
Non-current financial debt	22,813	19,727	19,640
Hedging instruments of non-current debt	(1,812)	(1,212)	(875)
Cash and cash equivalents	(14,832)	(12,954)	(14,299)
Net debt	13,465	11,747	12,259
Shareholders’ equity	60,955	57,283	51,299
Estimated dividend payable*	(2,547)	(3,821)	(2,541)
Minority interests	858	1,083	963
Equity**	59,266	54,545	49,721
Net-debt-to-equity ratio	22.7%	21.5%	24.7%

* June 30, 2010 based on the hypothesis of an annual dividend of 2.28 €/share.

** Includes the €450 million impact in 2Q 2010 of the squeeze out of the Elf Aquitaine minority interest.

12

Return on average capital employed

• Twelve months ended June 30, 2010

in millions of euros	Upstream	Downstream	Chemicals	Segments
Adjusted net operating income	7,623	835	664	9,122
Capital employed at 6/30/2009*	35,385	13,939	6,915	56,239
Capital employed at 6/30/2010*	43,908	16,010	7,286	67,204
ROACE	19.2%	5.6%	9.4%	14.8%

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

• Twelve months ended March 31, 2010

in millions of euros	Upstream	Downstream	Chemicals	Segments
Adjusted net operating income	6,871	508	461	7,840
Capital employed at 3/31/2009*	35,027	13,095	7,175	55,297
Capital employed at 3/31/2010*	39,925	15,634	7,412	62,971
ROACE	18.3%	3.5%	6.3%	13.3%

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

• Full year 2009

in millions of euros	Upstream	Downstream	Chemicals**	Segments
Adjusted net operating income	6,382	953	272	7,607
Capital employed at 12/31/2008*	32,681	13,623	7,417	53,721
Capital employed at 12/31/2009*	37,397	15,299	6,898	59,594
ROACE	18.2%	6.6%	3.8%	13.4%

* 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.

13

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)***
Second quarter 2010	1.27	31.2	78.2	74.8	4.82
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

* 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.

** 1 $/t = 0.136 $/b.

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

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

14

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)

(M€) (a)	2nd quarter 2010		1st quarter 2010		2nd quarter 2009
Sales	41,329		37,603		31,430
Excise taxes	(5,002	)	(4,442	)	(4,856	)
Revenues from sales	36,327		33,161		26,574
Purchases, net of inventory variation	(23,929	)	(21,701	)	(16,300	)
Other operating expenses	(4,833	)	(4,712	)	(4,724	)
Exploration costs	(292	)	(215	)	(155	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,757	)	(1,699	)	(1,636	)
Other income	114		160		106
Other expense	(114	)	(212	)	(216	)
Financial interest on debt	(113	)	(100	)	(140	)
Financial income from marketable securities & cash equivalents	24		24		40
Cost of net debt	(89	)	(76	)	(100	)
Other financial income	142		71		240
Other financial expense	(95	)	(95	)	(82	)
Equity in income (loss) of affiliates	513		524		393
Income taxes	(2,819	)	(2,528	)	(1,877	)
Consolidated net income	3,168		2,678		2,223
Group share	3,101		2,613		2,169
Minority interests	67		65		54
Earnings per share (€)	1.39		1.17		0.97
Fully-diluted earnings per share (€)	1.38		1.17		0.97

(a) Except for per share amounts.

15

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)

(M€) (a)	1st half 2010		1st half 2009
Sales	78,932		61,471
Excise taxes	(9,444	)	(9,429	)
Revenues from sales	69,488		52,042
Purchases, net of inventory variation	(45,630	)	(31,528	)
Other operating expenses	(9,545	)	(9,399	)
Exploration costs	(507	)	(331	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(3,456	)	(3,156	)
Other income	274		121
Other expense	(326	)	(303	)
Financial interest on debt	(213	)	(311	)
Financial income from marketable securities & cash equivalents	48		95
Cost of net debt	(165	)	(216	)
Other financial income	213		399
Other financial expense	(190	)	(163	)
Equity in income (loss) of affiliates	1,037		860
Income taxes	(5,347	)	(3,779	)
Consolidated net income	5,846		4,547
Group share	5,714		4,459
Minority interests	132		88
Earnings per share (€)	2.56		2.00
Fully-diluted earnings per share (€)	2.55		1.99

(a) Except for per share amounts.

16

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

TOTAL

(unaudited)

(M€)	2nd quarter 2010		1st quarter 2010		2nd quarter 2009
Consolidated net income	3,168		2,678		2,223
Other comprehensive income
Currency translation adjustment	3,149		1,847		(966	)
Available for sale financial assets	(49	)	(3	)	50
Cash flow hedge	(75	)	24		128
Share of other comprehensive income of associates, net amount	242		233		(66	)
Other	2		1		(25	)
Tax effect	26		(8	)	(48	)
Total other comprehensive income (net amount)	3,295		2,094		(927	)
Comprehensive income	6,463		4,772		1,296
- Group share	6,368		4,676		1,196
- Minority interests	95		96		100

17

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

TOTAL

(unaudited)

(M€)	1st  half 2010		1st half 2009
Consolidated net income	5,846		4,547
Other comprehensive income
Currency translation adjustment	4,996		246
Available for sale financial assets	(52	)	39
Cash flow hedge	(51	)	58
Share of other comprehensive income of associates, net amount	475		93
Other	3		(11	)
Tax effect	18		(23	)
Total other comprehensive income (net amount)	5,389		402
Comprehensive income	11,235		4,949
- Group share	11,044		4,775
- Minority interests	191		174

18

CONSOLIDATED BALANCE SHEET

TOTAL

(M€)	June 30, 2010 (unaudited)		March 31, 2010 (unaudited)		December 31, 2009		June 30, 2009 (unaudited)
ASSETS
Non-current assets
Intangible assets, net	8,767		8,272		7,514		5,955
Property, plant and equipment, net	57,825		53,549		51,590		48,762
Equity affiliates : investments and loans	15,363		14,656		13,624		14,075
Other investments	1,220		1,122		1,162		1,211
Hedging instruments of non-current financial debt	1,812		1,212		1,025		875
Other non-current assets	3,437		3,273		3,081		3,095
Total non-current assets	88,424		82,084		77,996		73,973
Current assets
Inventories, net	15,130		14,185		13,867		11,749
Accounts receivable, net	18,193		17,921		15,719		15,226
Other current assets	8,289		7,817		8,198		9,253
Current financial assets	1,603		968		311		217
Cash and cash equivalents	14,832		12,954		11,662		14,299
Total current assets	58,047		53,845		49,757		50,744
Total assets	146,471		135,929		127,753		124,717
LIABILITIES & SHAREHOLDERS’ EQUITY
Shareholders’ equity
Common shares	5,872		5,871		5,871		5,931
Paid-in surplus and retained earnings	58,274		58,026		55,372		55,031
Currency translation adjustment	381		(3,010	)	(5,069	)	(4,656	)
Treasury shares	(3,572	)	(3,604	)	(3,622	)	(5,007	)
Total shareholders’ equity - Group Share	60,955		57,283		52,552		51,299
Minority interests	858		1,083		987		963
Total shareholders’ equity	61,813		58,366		53,539		52,262
Non-current liabilities
Deferred income taxes	10,328		9,486		8,948		8,561
Employee benefits	2,181		2,127		2,040		2,006
Provisions and other non-current liabilities	9,418		9,015		9,381		8,087
Total non-current liabilities	21,927		20,628		20,369		18,654
Non-current financial debt	22,813		19,727		19,437		19,640
Current liabilities
Accounts payable	17,557		16,367		15,383		14,036
Other creditors and accrued liabilities	13,462		13,687		11,908		12,115
Current borrowings	8,521		6,840		6,994		7,916
Other current financial liabilities	378		314		123		94
Total current liabilities	39,918		37,208		34,408		34,161
Total liabilities and shareholders’ equity	146,471		135,929		127,753		124,717

19

CONSOLIDATED STATEMENT OF CASH FLOW

TOTAL

(unaudited)

(M€)	2nd quarter 2010		1st quarter 2010		2nd quarter 2009
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income	3,168		2,678		2,223
Depreciation, depletion and amortization	1,996		1,871		1,712
Non-current liabilities, valuation allowances and deferred taxes	239		55		281
Impact of coverage of pension benefit plans	—		—		—
(Gains) losses on sales of assets	(24	)	(148	)	(31	)
Undistributed affiliates’ equity earnings	79		(262	)	81
(Increase) decrease in working capital	(522	)	1,035		(2,363	)
Other changes, net	6		31		36
Cash flow from operating activities	4,942		5,260		1,939
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions	(2,958	)	(3,464	)	(3,312	)
Acquisitions of subsidiaries, net of cash acquired	—		—		(109	)
Investments in equity affiliates and other securities	(244	)	(69	)	(131	)
Increase in non-current loans	(244	)	(176	)	(82	)
Total expenditures	(3,446	)	(3,709	)	(3,634	)
Proceeds from disposal of intangible assets and property, plant and equipment	89		34		55
Proceeds from disposal of subsidiaries, net of cash sold	321		—		—
Proceeds from disposal of non-current investments	348		931		726
Repayment of non-current loans	92		83		77
Total divestments	850		1,048		858
Cash flow used in investing activities	(2,596	)	(2,661	)	(2,776	)
CASH FLOW USED IN FINANCING ACTIVITIES
Issuance (repayment) of shares:
- Parent company shareholders	6		5		5
- Treasury shares	31		18		2
- Minority shareholders	—		—		—
Dividends paid:
- Parent company shareholders	(2,548	)	—		(2,541	)
- Minority shareholders	(82	)	—		(141	)
Other transactions with minority shareholders	(450	)	—		—
Net issuance (repayment) of non-current debt	1,979		63		2,010
Increase (decrease) in current borrowings	977		(601	)	2,350
Increase (decrease) in current financial assets and liabilities	(453	)	(497	)	—
Cash flow used in financing activities	(540	)	(1,012	)	1,685
Net increase (decrease) in cash and cash equivalents	1,806		1,587		848
Effect of exchange rates	72		(295	)	132
Cash and cash equivalents at the beginning of the period	12,954		11,662		13,319
Cash and cash equivalents at the end of the period	14,832		12,954		14,299

20

CONSOLIDATED STATEMENT OF CASH FLOW

TOTAL

(unaudited)

(M€)	1st  half 2010		1st half 2009
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income	5,846		4,547
Depreciation, depletion and amortization	3,867		3,373
Non-current liabilities, valuation allowances and deferred taxes	294		213
Impact of coverage of pension benefit plans	—		—
(Gains) losses on sales of assets	(172	)	(46	)
Undistributed affiliates’ equity earnings	(183	)	2
(Increase) decrease in working capital	513		(2,218	)
Other changes, net	37		62
Cash flow from operating activities	10,202		5,933
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions	(6,422	)	(5,796	)
Acquisitions of subsidiaries, net of cash acquired	—		(156	)
Investments in equity affiliates and other securities	(313	)	(215	)
Increase in non-current loans	(420	)	(402	)
Total expenditures	(7,155	)	(6,569	)
Proceeds from disposal of intangible assets and property, plant and equipment	123		115
Proceeds from disposal of subsidiaries, net of cash sold	321		—
Proceeds from disposal of non-current investments	1,279		1,025
Repayment of non-current loans	175		190
Total divestments	1,898		1,330
Cash flow used in investing activities	(5,257	)	(5,239	)
CASH FLOW USED IN FINANCING ACTIVITIES
Issuance (repayment) of shares:
- Parent company shareholders	11		14
- Treasury shares	49		2
- Minority shareholders	—		—
Dividends paid:
- Parent company shareholders	(2,548	)	(2,541	)
- Minority shareholders	(82	)	(145	)
Other transactions with minority shareholders	(450	)	—
Net issuance (repayment) of non-current debt	2,042		4,854
Increase (decrease) in current borrowings	376		(1,067	)
Increase (decrease) in current financial assets and liabilities	(950	)	—
Cash flow used in financing activities	(1,552	)	1,117
Net increase (decrease) in cash and cash equivalents	3,393		1,811
Effect of exchange rates	(223	)	167
Cash and cash equivalents at the beginning of the period	11,662		12,321
Cash and cash equivalents at the end of the period	14,832		14,299

21

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						Number		Amount
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 half	—		—		4,459		—		—		—		4,459		88		4,547
Other comprehensive Income	—		—		96		220		—		—		316		86		402
Comprehensive Income	—		—		4,555		220		—		—		4,775		174		4,949
Dividend	—		—		(2,541	)	—		—		—		(2,541	)	(145	)	(2,686	)
Issuance of common shares	565,886		1		13		—		—		—		14		—		14
Purchase of treasury shares	—		—		—		—		—		—		—		—		—
Sale of treasury shares (1)	—		—		—		—		51,995		2		2		—		2
Share-based payments	—		—		80		—		—		—		80		—		80
Other operations with minority interests	—		—		(23	)	—		—		—		(23	)	(24	)	(47	)
Share cancellation	—		—		—		—		—		—		—		—		—
Transactions with shareholders	565,886		1		(2,471	)	—		51,995		2		(2,468	)	(169	)	(2,637	)
As of June 30, 2009	2,372,373,960		5,931		55,031		(4,656	)	(143,030,100	)	(5,007	)	51,299		963		52,262
Net income from July 1 to December 31, 2009	—		—		3,988		—		—		—		3,988		94		4,082
Other comprehensive Income	—		—		150		(413	)	—		—		(263	)	(26	)	(289	)
Comprehensive Income	—		—		4,138		(413	)	—		—		3,725		68		3,793
Dividend	—		—		(2,545	)	—		—		—		(2,545	)	(44	)	(2,589	)
Issuance of common shares	848,924		2		25		—		—		—		27		—		27
Purchase of treasury shares	—		—		—		—		—		—		—		—		—
Sale of treasury shares (1)	—		—		(143	)	—		2,822,910		163		20		—		20
Share-based payments	—		—		26		—		—		—		26		—		26
Other operations with minority interests	—		—		—		—		—		—		—		—		—
Share cancellation	(24,800,000	)	(62	)	(1,160	)	—		24,800,000		1,222		—		—		—
Transactions with shareholders	(23,951,076	)	(60	)	(3,797	)	—		27,622,910		1,385		(2,472	)	(44	)	(2,516	)
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 half	—		—		5,714		—		—		—		5,714		132		5,846
Other comprehensive Income	—		—		(130	)	5,460		—		—		5,330		59		5,389
Comprehensive Income	—		—		5,584		5,460		—		—		11,044		191		11,235
Dividend	—		—		(2,548	)	—		—		—		(2,548	)	(82	)	(2,630	)
Issuance of common shares	306,577		1		10		—		—		—		11		—		11
Purchase of treasury shares	—		—		—		—		—		—		—		—		—
Sale of treasury shares (1)	—		—		(1	)	—		1,258,812		50		49		—		49
Share-based payments	—		—		59		—		—		—		59		—		59
Other operations with minority interests	—		—		(202	)	(10	)	—		—		(212	)	(238	)	(450	)
Share cancellation	—		—		—		—		—		—		—		—		—
Transactions with shareholders	306,577		1		(2,682	)	(10	)	1,258,812		50		(2,641	)	(320	)	(2,961	)
As of June 30, 2010	2,348,729,461		5,872		58,274		381		(114,148,378	)	(3,572	)	60,955		858		61,813

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

22

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

2nd quarter 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,546		32,190		4,589		4		—		41,329
Intersegment sales	5,717		1,394		270		45		(7,426	)	—
Excise taxes	—		(5,002	)	—		—		—		(5,002	)
Revenues from sales	10,263		28,582		4,859		49		(7,426	)	36,327
Operating expenses	(4,364	)	(27,460	)	(4,483	)	(173	)	7,426		(29,054	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,292	)	(318	)	(136	)	(11	)	—		(1,757	)
Operating income	4,607		804		240		(135	)	—		5,516
Equity in income (loss) of affiliates and other items	190		124		78		168		—		560
Tax on net operating income	(2,621	)	(250	)	(65	)	85		—		(2,851	)
Net operating income	2,176		678		253		118		—		3,225
Net cost of net debt											(57	)
Minority interests											(67	)
Net income											3,101
2nd quarter 2010 (adjustments) (a) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales
Intersegment sales’
Excise taxes
Revenues from sales
Operating expenses	—		255		(57	)	—				198
Depreciation, depletion and amortization of tangible assets and mineral interests	—		—		(8	)	—				(8	)
Operating income (b)	—		255		(65	)	—				190
Equity in income (loss) of affiliates and other items (c)	(40	)	25		18		(7	)			(4	)
Tax on net operating income	13		(85	)	26		—				(46	)
Net operating income (b)	(27	)	195		(21	)	(7	)			140
Net cost of net debt											—
Minority interests											—
Net income											140
(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	—		255		(41	)	—
On net operating income	—		195		(25	)	—
(c)    Of which equity share of adjustments related to Sanofi-Aventis	—		—		—		(40	)
2nd quarter 2010 (adjusted) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,546		32,190		4,589		4		—		41,329
Intersegment sales	5,717		1,394		270		45		(7,426	)	—
Excise taxes	—		(5,002	)	—		—		—		(5,002	)
Revenues from sales	10,263		28,582		4,859		49		(7,426	)	36,327
Operating expenses	(4,364	)	(27,715	)	(4,426	)	(173	)	7,426		(29,252	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,292	)	(318	)	(128	)	(11	)	—		(1,749	)
Adjusted operating income	4,607		549		305		(135	)	—		5,326
Equity in income (loss) of affiliates and other items	230		99		60		175		—		564
Tax on net operating income	(2,634	)	(165	)	(91	)	85		—		(2,805	)
Adjusted net operating income	2,203		483		274		125		—		3,085
Net cost of net debt											(57	)
Minority interests											(67	)
Adjusted net income											2,961
2nd quarter 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Total expenditures	2,723		562		144		17				3,446
Total divestments	174		11		328		337				850
Cash flow from operating activities	4,154		1,042		477		(731	)			4,942

23

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

1st 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
1st 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	)
1st quarter 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	)
Adjusted net income											2,296
1st quarter 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

24

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

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

25

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

1st half 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	9,115		60,998		8,812		7		—		78,932
Intersegment sales	11,019		2,475		507		87		(14,088	)	—
Excise taxes	—		(9,444	)	—		—		—		(9,444	)
Revenues from sales	20,134		54,029		9,319		94		(14,088	)	69,488
Operating expenses	(8,818	)	(52,081	)	(8,553	)	(318	)	14,088		(55,682	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(2,548	)	(623	)	(266	)	(19	)	—		(3,456	)
Operating income	8,768		1,325		500		(243	)	—		10,350
Equity in income (loss) of affiliates and other items	298		155		123		432		—		1,008
Tax on net operating income	(4,995	)	(414	)	(138	)	142		—		(5,405	)
Net operating income	4,071		1,066		485		331		—		5,953
Net cost of net debt											(107	)
Minority interests											(132	)
Net income											5,714
1st half 2010 (adjustments) (a) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses	—		585		49		—				634
Depreciation, depletion and amortization of tangible assets and mineral interests	—		—		(8	)	—				(8	)
Operating income (b)	—		585		41		—				626
Equity in income (loss) of affiliates and other items (c)	(146	)	41		22		84				1
Tax on net operating income	43		(198	)	(9	)	(2	)			(166	)
Net operating income (b)	(103	)	428		54		82				461
Net cost of net debt											—
Minority interests											(4	)
Net income											457
(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	—		635		65		—
On net operating income	—		467		50		—
(c)    Of which equity share of adjustments related to Sanofi-Aventis	—		—		—		(81	)
1st half 2010 (adjusted) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	9,115		60,998		8,812		7		—		78,932
Intersegment sales	11,019		2,475		507		87		(14,088	)	—
Excise taxes	—		(9,444	)	—		—		—		(9,444	)
Revenues from sales	20,134		54,029		9,319		94		(14,088	)	69,488
Operating expenses	(8,818	)	(52,666	)	(8,602	)	(318	)	14,088		(56,316	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(2,548	)	(623	)	(258	)	(19	)	—		(3,448	)
Adjusted operating income	8,768		740		459		(243	)	—		9,724
Equity in income (loss) of affiliates and other items	444		114		101		348		—		1,007
Tax on net operating income	(5,038	)	(216	)	(129	)	144		—		(5,239	)
Adjusted net operating income	4,174		638		431		249		—		5,492
Net cost of net debt											(107	)
Minority interests											(128	)
Adjusted net income											5,257
1st half 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Total expenditures	5,866		1,018		238		33				7,155
Total divestments	261		38		334		1,265				1,898
Cash flow from operating activities	8,834		1,496		387		(515	)			10,202

26

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

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

27

CONSOLIDATED STATEMENT OF INCOME (Impact of adjustments)

TOTAL

(unaudited)

2nd quarter 2010 (M€)	Adjusted		Adjustments		Consolidated statement of income
Sales	41,329		—		41,329
Excise taxes	(5,002	)	—		(5,002	)
Revenues from sales	36,327		—		36,327
Purchases net of inventory variation	(24,143	)	214		(23,929	)
Other operating expenses	(4,817	)	(16	)	(4,833	)
Exploration costs	(292	)	—		(292	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,749	)	(8	)	(1,757	)
Other income	52		62		114
Other expense	(61	)	(53	)	(114	)
Financial interest on debt	(113	)	—		(113	)
Financial income from marketable securities & cash equivalents	24		—		24
Cost of net debt	(89	)	—		(89	)
Other financial income	142		—		142
Other financial expense	(95	)	—		(95	)
Equity in income (loss) of affiliates	526		(13	)	513
Income taxes	(2,773	)	(46	)	(2,819	)
Consolidated net income	3,028		140		3,168
Group share	2,961		140		3,101
Minority interests	67		—		67
2nd quarter 2009 (M€)	Adjusted		Adjustments		Consolidated statement of income
Sales	31,430		—		31,430
Excise taxes	(4,856	)	—		(4,856	)
Revenues from sales	26,574		—		26,574
Purchases net of inventory variation	(17,365	)	1,065		(16,300	)
Other operating expenses	(4,641	)	(83	)	(4,724	)
Exploration costs	(155	)	—		(155	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,531	)	(105	)	(1,636	)
Other income	78		28		106
Other expense	(56	)	(160	)	(216	)
Financial interest on debt	(140	)	—		(140	)
Financial income from marketable securities & cash equivalents	40		—		40
Cost of net debt	(100	)	—		(100	)
Other financial income	240		—		240
Other financial expense	(82	)	—		(82	)
Equity in income (loss) of affiliates	441		(48	)	393
Income taxes	(1,630	)	(247	)	(1,877	)
Consolidated net income	1,773		450		2,223
Group share	1,721		448		2,169
Minority interests	52		2		54

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CONSOLIDATED STATEMENT OF INCOME (Impact of adjustments)

TOTAL

(unaudited)

1st half 2010 (M€)	Adjusted		Adjustments		Consolidated statement of income
Sales	78,932		—		78,932
Excise taxes	(9,444	)	—		(9,444	)
Revenues from sales	69,488		—		69,488
Purchases net of inventory variation	(46,330	)	700		(45,630	)
Other operating expenses	(9,479	)	(66	)	(9,545	)
Exploration costs	(507	)	—		(507	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(3,448	)	(8	)	(3,456	)
Other income	80		194		274
Other expense	(167	)	(159	)	(326	)
Financial interest on debt	(213	)	—		(213	)
Financial income from marketable securities & cash equivalents	48		—		48
Cost of net debt	(165	)	—		(165	)
Other financial income	213		—		213
Other financial expense	(190	)	—		(190	)
Equity in income (loss) of affiliates	1,071		(34	)	1,037
Income taxes	(5,181	)	(166	)	(5,347	)
Consolidated net income	5,385		461		5,846
Group share	5,257		457		5,714
Minority interests	128		4		132
1st half 2009 (M€)	Adjusted		Adjustments		Consolidated statement of income
Sales	61,471		—		61,471
Excise taxes	(9,429	)	—		(9,429	)
Revenues from sales	52,042		—		52,042
Purchases net of inventory variation	(33,070	)	1,542		(31,528	)
Other operating expenses	(9,213	)	(186	)	(9,399	)
Exploration costs	(331	)	—		(331	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(3,051	)	(105	)	(3,156	)
Other income	80		41		121
Other expense	(113	)	(190	)	(303	)
Financial interest on debt	(311	)	—		(311	)
Financial income from marketable securities & cash equivalents	95		—		95
Cost of net debt	(216	)	—		(216	)
Other financial income	399		—		399
Other financial expense	(163	)	—		(163	)
Equity in income (loss) of affiliates	966		(106	)	860
Income taxes	(3,409	)	(370	)	(3,779	)
Consolidated net income	3,921		626		4,547
Group share	3,834		625		4,459
Minority interests	87		1		88

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TOTAL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIRST SIX MONTHS OF 2010

(unaudited)

1) Accounting policies

The interim consolidated financial statements of TOTAL S.A. and its subsidiaries (the Group) as of June 30, 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 June 30, 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 six 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 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.

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

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 did 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 inclusive. The Elf Aquitaine shares targeted by the offer which were not tendered to the offer have been 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.

On April 30, 2010, TOTAL S.A. announced that, following the squeeze out, it held 100% of Elf Aquitaine shares, with the transaction amounting to €450 million.

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 squeeze out of the Elf Aquitaine shares by TOTAL S.A., the difference between the consideration paid and the book value of minority interests acquired was recognized directly as a decrease in 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 an enterprise value of €335 million.

Sales of Sanofi-Aventis shares

During the first six months of 2010, TOTAL progressively sold 1.66% of Sanofi-Aventis’ share capital, thus reducing its interest to 5.73%. Sanofi-Aventis is accounted for by the equity method in TOTAL’s Consolidated Financial Statements (see note 10 to the consolidated financial statements as of June 30, 2010).

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.

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(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
2nd quarter 2010	Inventory valuation effect	—	255		(41	)	—	214
	Restructuring charges	—	—		—		—	—
	Asset impairment charges	—	—		(8	)	—	(8	)
	Other items	—	—		(16	)	—	(16	)
Total		—	255		(65	)	—	190
2nd quarter 2009	Inventory valuation effect	—	933		132		—	1,065
	Restructuring charges	—	—		—		—	—
	Asset impairment charges	—	(62	)	(43	)	—	(105	)
	Other items	—	(81	)	(2	)	—	(83	)
Total		—	790		87		—	877
1st half 2010	Inventory valuation effect	—	635		65		—	700
	Restructuring charges	—	—		—		—	—
	Asset impairment charges	—	—		(8	)	—	(8	)
	Other items	—	(50	)	(16	)	—	(66	)
Total		—	585		41		—	626
1st half 2009	Inventory valuation effect	—	1,278		264		—	1,542
	Restructuring charges	—	—		—		—	—
	Asset impairment charges	—	(62	)	(43	)	—	(105	)
	Other items	—	(181	)	(5	)	—	(186	)
Total		—	1,035		216		—	1,251

ADJUSTMENTS TO NET INCOME GROUP SHARE

(M€)		Upstream		Downstream		Chemicals		Corporate		Total
2nd  quarter 2010	Inventory valuation effect	—		194		(25	)	—		169
	TOTAL’s equity share of adjustments related to Sanofi-Aventis	—		—		—		(40	)	(40	)
	Restructuring charges	—		—		(10	)	—		(10	)
	Asset impairment charges	—		—		(6	)	—		(6	)
	Gains (losses) on disposals of assets	—		—		29		34		63
	Other items	(27	)	—		(9	)	—		(36	)
Total		(27	)	194		(21	)	(6	)	140
2nd  quarter 2009	Inventory valuation effect	—		697		91		—		788
	TOTAL’s equity share of adjustments related to Sanofi-Aventis	—		—		—		(119	)	(119	)
	Restructuring charges	—		(16	)	(83	)	—		(99	)
	Asset impairment charges	—		(41	)	(30	)	—		(71	)
	Gains (losses) on disposals of assets	—		—		—		28		28
	Other items	(18	)	(60	)	(1	)	—		(79	)
Total		(18	)	580		(23	)	(91	)	448
1st half 2010	Inventory valuation effect	—		463		50		—		513
	TOTAL’s equity share of adjustments related to Sanofi-Aventis	—		—		—		(81	)	(81	)
	Restructuring charges	—		—		(10	)	—		(10	)
	Asset impairment charges	(59	)	—		(6	)	—		(65	)
	Gains (losses) on disposals of assets	—		—		29		163		192
	Other items	(44	)	(39	)	(9	)	—		(92	)
Total		(103	)	424		54		82		457
1st half 2009	Inventory valuation effect	—		944		171		—		1,115
	TOTAL’s equity share of adjustments related to Sanofi-Aventis	—		—		—		(182	)	(182	)
	Restructuring charges	—		(16	)	(89	)	—		(105	)
	Asset impairment charges	—		(41	)	(30	)	—		(71	)
	Gains (losses) on disposals of assets	—		—		—		41		41
	Other items	(39	)	(131	)	(3	)	—		(173	)
Total		(39	)	756		49		(141	)	625

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4) Shareholders’ equity

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

As of June 30, 2010, TOTAL S.A. held 13,817,110 of its own shares, representing 0.59% of its share capital, detailed as follows:

• 4,761,975 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

• 3,256,115 shares intended to be allocated to new TOTAL share purchase option plans or to new restricted shares plans.

These 13,817,110 shares are deducted from the consolidated shareholders’ equity.

TOTAL shares held by Group subsidiaries

As of June 30, 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

The shareholders’ meeting of May 21, 2010 approved the payment of a cash dividend of €2.28 per share for the fiscal year 2009. Taking into account an interim dividend of €1.14 per share paid on November 18, 2009, the remaining balance of €1.14 per share was paid on June 1, 2010.

The Board of Directors approved the 2010 interim dividend of €1.14 per share at their July 29, 2010 meeting.

33

Other Comprehensive Income

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

(M€)	1st half 2010				1st half 2009
Currency translation adjustment			4,996				246
- unrealized gain/(loss) of the period	4,999				247
- less gain/(loss) included in net income	3				1
Available for sale financial assets			(52	)			39
- unrealized gain/(loss) of the period	(3	)			39
- less gain/(loss) included in net income	49				—
Cash flow hedge			(51	)			58
- unrealized gain/(loss) of the period	(347	)			215
- less gain/(loss) included in net income	(296	)			157
Share of other comprehensive income of equity affiliates, net amount			475				93
Other			3				(11	)
- unrealized gain/(loss) of the period	3				(11	)
- less gain/(loss) included in net income	—				—
Tax effect			18				(23	)
Total other comprehensive income, net amount			5,389				402

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

	1st half 2010					1st half 2009
(M€)	Pre-tax amount		Tax effect	Net amount		Pre-tax amount		Tax effect		Net amount
Currency translation adjustment	4,996			4,996		246				246
Available for sale financial assets	(52	)	1	(51	)	39		(4	)	35
Cash flow hedge	(51	)	17	(34	)	58		(19	)	39
Share of other comprehensive income of equity affiliates, net amount	475			475		93				93
Other	3			3		(11	)			(11	)
Total other comprehensive income	5,371		18	5,389		425		(23	)	402

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5) Non-current financial debt

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

• Bond 6.000% 2010-2015 (100 million AUD)

• Bond 2.875% 2010-2015 (250 million USD)

• Bond 6.000% 2010-2015 (100 million AUD)

• Bond 3.000% 2010-2015 (1,250 million USD)

• Bond 4.450% 2010-2020 (1,250 million USD)

The Group reimbursed bonds during the first six 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)

• Bond 2.375% 2003-2010 (300 million CHF)

• Bond 2.375% 2004-2010 (200 million CHF)

• Bond 2.375% 2007-2010 (100 million CHF

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

6) Related parties

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

1. 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.

(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. on May 12, 2006.

35

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 concerned companies 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.

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 June 30, 2010 to cover the risks mentioned above.

4. Moreover, as a result of investigations started by the European Commission in October 2002 concerning certain Refining & Marketing subsidiaries of the Group, Total Nederland N.V. and TOTAL S.A. received a statement of objections in October 2004. These proceedings resulted, in September 2006, in Total Nederland N.V. being fined €20.25 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.

5. Given the discretionary powers granted to antitrust Authorities for determining fines, it is not currently possible to determine with certainty the ultimate outcome of these investigations and proceedings. TOTAL S.A. and Elf Aquitaine are contesting their liability and the method of determining these fines. Although it is not possible to predict the outcome of these proceedings, the Group believes that they will not have a material adverse effect on its financial situation or consolidated results.

36

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. The Supreme Court has partially authorized TOTAL’s British subsidiary to appeal this decision.

With respect to civil liability the provision recorded in the Group’s consolidated financial statements as of June 30, 2010 amounts to €261 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 €75 million as of June 30, 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. By decision dated July 16, 2010, the judge fined TOTAL’s British subsidiary £3.6 million. The decision takes into account a number of elements that have mitigated the impact of the charges brought against the subsidiary.

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. 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. The Erika’s inspection and classification firm, the ship’s owner and the ship’s manager were also convicted of marine pollution.

On the other hand, the Court of Appeal ruled that TOTAL S.A. bears no civil liability according to the applicable international conventions. An appeal in the French Supreme Court (Cour de Cassation) regarding this decision was filed by the third parties still in the procedure.

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.

Jubail refinery : commitments

SAUDI ARAMCO TOTAL Refining and Petrochemical Company (SATORP), a company that is 62.5% owned by Saudi Aramco and 37.5% owned by TOTAL signed on June 24, 2010, the finance documents for $8.5 billion of senior project finance facilities that have been secured for the Jubail refinery.

As part of this project financing, TOTAL S.A. and some of its subsidiaries have granted a group of guarantees that have been specifically approved by TOTAL’s Board of Directors.

37

8) Information by business segment

1st half 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	9,115		60,998		8,812		7		—		78,932
Intersegment sales	11,019		2,475		507		87		(14,088	)	—
Excise taxes	—		(9,444	)	—		—		—		(9,444	)
Revenues from sales	20,134		54,029		9,319		94		(14,088	)	69,488
Operating expenses	(8,818	)	(52,081	)	(8,553	)	(318	)	14,088		(55,682	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(2,548	)	(623	)	(266	)	(19	)	—		(3,456	)
Operating income	8,768		1,325		500		(243	)	—		10,350
Equity in income (loss) of affiliates and other items	298		155		123		432		—		1,008
Tax on net operating income	(4,995	)	(414	)	(138	)	142		—		(5,405	)
Net operating income	4,071		1,066		485		331		—		5,953
Net cost of net debt											(107	)
Minority interests											(132	)
Net income											5,714

1st half 2010 (adjustments) (a) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses	—		585		49		—				634
Depreciation, depletion and amortization of tangible assets and mineral interests	—		—		(8	)	—				(8	)
Operating income (b)	—		585		41		—				626
Equity in income (loss) of affiliates and other items (c)	(146	)	41		22		84				1
Tax on net operating income	43		(198	)	(9	)	(2	)			(166	)
Net operating income (b)	(103	)	428		54		82				461
Net cost of net debt											—
Minority interests											(4	)
Net income											457
(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	—		635		65		—
On net operating income	—		467		50		—
(c)    Of which equity share of adjustments related to Sanofi-Aventis	—		—		—		(81	)
1st half 2010 (adjusted) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	9,115		60,998		8,812		7		—		78,932
Intersegment sales	11,019		2,475		507		87		(14,088	)	—
Excise taxes	—		(9,444	)	—		—		—		(9,444	)
Revenues from sales	20,134		54,029		9,319		94		(14,088	)	69,488
Operating expenses	(8,818	)	(52,666	)	(8,602	)	(318	)	14,088		(56,316	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(2,548	)	(623	)	(258	)	(19	)	—		(3,448	)
Adjusted operating income	8,768		740		459		(243	)	—		9,724
Equity in income (loss) of affiliates and other items	444		114		101		348		—		1,007
Tax on net operating income	(5,038	)	(216	)	(129	)	144		—		(5,239	)
Adjusted net operating income	4,174		638		431		249		—		5,492
Net cost of net debt											(107	)
Minority interests											(128	)
Ajusted net income											5,257
1st half 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Total expenditures	5,866		1,018		238		33				7,155
Total divestments	261		38		334		1,265				1,898
Cash flow from operating activities	8,834		1,496		387		(515	)			10,202

38

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

39

2nd quarter 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,546		32,190		4,589		4		—		41,329
Intersegment sales	5,717		1,394		270		45		(7,426	)	—
Excise taxes	—		(5,002	)	—		—		—		(5,002	)
Revenues from sales	10,263		28,582		4,859		49		(7,426	)	36,327
Operating expenses	(4,364	)	(27,460	)	(4,483	)	(173	)	7,426		(29,054	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,292	)	(318	)	(136	)	(11	)	—		(1,757	)
Operating income	4,607		804		240		(135	)	—		5,516
Equity in income (loss) of affiliates and other items	190		124		78		168		—		560
Tax on net operating income	(2,621	)	(250	)	(65	)	85		—		(2,851	)
Net operating income	2,176		678		253		118		—		3,225
Net cost of net debt											(57	)
Minority interests											(67	)
Net income											3,101
2nd quarter 2010 (adjustments) (a) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses	—		255		(57	)	—				198
Depreciation, depletion and amortization of tangible assets and mineral interests	—		—		(8	)	—				(8	)
Operating income (b)	—		255		(65	)	—				190
Equity in income (loss) of affiliates and other items (c)	(40	)	25		18		(7	)			(4	)
Tax on net operating income	13		(85	)	26		—				(46	)
Net operating income (b)	(27	)	195		(21	)	(7	)			140
Net cost of net debt											—
Minority interests											—
Net income											140
(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	—		255		(41	)	—
On net operating income	—		195		(25	)	—
(c)    Of which equity share of adjustments related to Sanofi-Aventis	—		—		—		(40	)
2nd quarter 2010 (adjusted) (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Non-Group sales	4,546		32,190		4,589		4		—		41,329
Intersegment sales	5,717		1,394		270		45		(7,426	)	—
Excise taxes	—		(5,002	)	—		—		—		(5,002	)
Revenues from sales	10,263		28,582		4,859		49		(7,426	)	36,327
Operating expenses	(4,364	)	(27,715	)	(4,426	)	(173	)	7,426		(29,252	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,292	)	(318	)	(128	)	(11	)	—		(1,749	)
Adjusted operating income	4,607		549		305		(135	)	—		5,326
Equity in income (loss) of affiliates and other items	230		99		60		175		—		564
Tax on net operating income	(2,634	)	(165	)	(91	)	85		—		(2,805	)
Adjusted net operating income	2,203		483		274		125		—		3,085
Net cost of net debt											(57	)
Minority interests											(67	)
Ajusted net income											2,961
2nd quarter 2010 (M€)	Upstream		Downstream		Chemicals		Corporate		Intercompany		Total
Total expenditures	2,723		562		144		17				3,446
Total divestments	174		11		328		337				850
Cash flow from operating activities	4,154		1,042		477		(731	)			4,942

40

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

41

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

1st half 2010 (M€)	Adjusted		Adjustments		Consolidated statement of income
Sales	78,932		—		78,932
Excise taxes	(9,444	)	—		(9,444	)
Revenues from sales	69,488		—		69,488
Purchases net of inventory variation	(46,330	)	700		(45,630	)
Other operating expenses	(9,479	)	(66	)	(9,545	)
Exploration costs	(507	)	—		(507	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(3,448	)	(8	)	(3,456	)
Other income	80		194		274
Other expense	(167	)	(159	)	(326	)
Financial interest on debt	(213	)	—		(213	)
Financial income from marketable securities & cash equivalents	48		—		48
Cost of net debt	(165	)	—		(165	)
Other financial income	213		—		213
Other financial expense	(190	)	—		(190	)
Equity in income (loss) of affiliates	1,071		(34	)	1,037
Income taxes	(5,181	)	(166	)	(5,347	)
Consolidated net income	5,385		461		5,846
Group share	5,257		457		5,714
Minority interests	128		4		132
1st half 2009 (M€)	Adjusted		Adjustments		Consolidated statement of income
Sales	61,471		—		61,471
Excise taxes	(9,429	)	—		(9,429	)
Revenues from sales	52,042		—		52,042
Purchases net of inventory variation	(33,070	)	1,542		(31,528	)
Other operating expenses	(9,213	)	(186	)	(9,399	)
Exploration costs	(331	)	—		(331	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(3,051	)	(105	)	(3,156	)
Other income	80		41		121
Other expense	(113	)	(190	)	(303	)
Financial interest on debt	(311	)	—		(311	)
Financial income from marketable securities & cash equivalents	95		—		95
Cost of net debt	(216	)	—		(216	)
Other financial income	399		—		399
Other financial expense	(163	)	—		(163	)
Equity in income (loss) of affiliates	966		(106	)	860
Income taxes	(3,409	)	(370	)	(3,779	)
Consolidated net income	3,921		626		4,547
Group share	3,834		625		4,459
Minority interests	87		1		88

42

2nd quarter 2010 (M€)	Adjusted		Adjustments		Consolidated statement of income
Sales	41,329		—		41,329
Excise taxes	(5,002	)	—		(5,002	)
Revenues from sales	36,327		—		36,327
Purchases net of inventory variation	(24,143	)	214		(23,929	)
Other operating expenses	(4,817	)	(16	)	(4,833	)
Exploration costs	(292	)	—		(292	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,749	)	(8	)	(1,757	)
Other income	52		62		114
Other expense	(61	)	(53	)	(114	)
Financial interest on debt	(113	)	—		(113	)
Financial income from marketable securities & cash equivalents	24		—		24
Cost of net debt	(89	)	—		(89	)
Other financial income	142		—		142
Other financial expense	(95	)	—		(95	)
Equity in income (loss) of affiliates	526		(13	)	513
Income taxes	(2,773	)	(46	)	(2,819	)
Consolidated net income	3,028		140		3,168
Group share	2,961		140		3,101
Minority interests	67		—		67
2nd quarter 2009 (M€)	Adjusted		Adjustments		Consolidated statement of income
Sales	31,430		—		31,430
Excise taxes	(4,856	)	—		(4,856	)
Revenues from sales	26,574		—		26,574
Purchases net of inventory variation	(17,365	)	1,065		(16,300	)
Other operating expenses	(4,641	)	(83	)	(4,724	)
Exploration costs	(155	)	—		(155	)
Depreciation, depletion and amortization of tangible assets and mineral interests	(1,531	)	(105	)	(1,636	)
Other income	78		28		106
Other expense	(56	)	(160	)	(216	)
Financial interest on debt	(140	)	—		(140	)
Financial income from marketable securities & cash equivalents	40		—		40
Cost of net debt	(100	)	—		(100	)
Other financial income	240		—		240
Other financial expense	(82	)	—		(82	)
Equity in income (loss) of affiliates	441		(48	)	393
Income taxes	(1,630	)	(247	)	(1,877	)
Consolidated net income	1,773		450		2,223
Group share	1,721		448		2,169
Minority interests	52		2		54

43

10) Post-closing events

TOTAL signs an agreement to acquire UTS Corporation with its 20% interest in the Canadian Fort Hills project in view of reorganizing its oil sands portfolio

Total E&P Canada Ltd., a TOTAL subsidiary, has signed an agreement with UTS Energy Corporation (UTS) to acquire UTS Corporation with its main asset, a 20% interest in the Fort Hills mining project in the Athabasca region of the Canadian province of Alberta.

Under the terms of the agreement, UTS will transfer its assets, other than its Fort Hills interest, to a newly formed company and Total E&P Canada will pay a cash amount of 3.08 Canadian dollars (CAD) per share to acquire UTS. Taking into account the cash held by UTS and acquired by TOTAL (CAD 355 million, equivalent to CAD 0.73 per share) the cost of the acquisition for TOTAL amounts to approximately CAD 1.15 billion (ie CAD 2.35 per share).

UTS’s Board of Directors has unanimously recommended the agreement. Under a Plan of Arrangement, UTS will recommend that its shareholders approve TOTAL’s acquisition of the company. UTS will publish the documents relating to the Plan of Arrangement shortly. The transaction is subject to regulatory approvals from the Canadian authorities and to the acceptance of the Plan of Arrangement by at least 66.67% of UTS’s shareholders attending a special shareholders meeting.

The Fort Hills project is operated by Suncor Energy Inc. with a 60% interest, the remaining 20% held by Teck Resources Ltd. The most recent estimates put Fort Hills’ resources at around 3.4 billion barrels of bitumen, which will be recovered through open-pit mining. The project will be developed in two phases. The first phase of approximately 160,000 barrels per day has already obtained the necessary administrative approvals to launch the development in the near future.

The earn-in costs owed to UTS by its Fort Hills partners (approximately CAD 704 million) will be transferred to TOTAL, which means that the net acquisition cost to TOTAL for approximately 680 million barrels of resources is CAD 0.65 per barrel.

Parallel to this transaction, TOTAL is considering divesting some of its interest in the Joslyn mine, while retaining its role as operator, with the objective of an approximately 50% stake.

Sale of interests in the Valhall and Hod fields

TOTAL signed in April 2010 an agreement for the sale to BP of its interests in the Valhall (15.72%) and Hod (25%) fields, in the Norwegian North Sea, for an amount of $991 million. In June 2010, Hess exercised its right to pre-empt half of the interests sold. This transaction is subject to approval by relevant authorities.

Loss of significant influence over Sanofi-Aventis

As from July 1, 2010, given its reduced representation on the Board of Directors and the decrease in the percentage of voting rights, TOTAL considers that it ceases to have a significant influence over Sanofi-Aventis. The interest in Sanofi-Aventis will no longer be accounted for by the equity method but as a financial asset available for sale in the line “Other investments” of the balance sheet. This interest will therefore be measured at fair value, i.e. at the stock price.

Repurposing project for the Flanders refinery

On June 30, 2010, the Douai Court of Appeals ordered TOTAL to resume its refining activities at the Flanders refinery even though the procedure for the information and consultation of personnel representatives on the repurposing of the Flanders plant had been completed by June 24, 2010, and authorized TOTAL to proceed with the definitive shutdown of its refining operations at Dunkirk.

After having examined the paradoxical legal situation thus created, TOTAL decided to appeal the decision of the Douai Court of Appeals.

At the same time TOTAL asked the Nanterre Superior Court to rule that the procedure for the information and consultation of employee representatives respected all applicable legal provisions and allowed the company to continue implementing its repurposing project for the Flanders refinery. The hearing is set for September 17, 2010. The court’s findings shall be announced several weeks thereafter.

At the current stage of procedures, no significant impact has been recorded in the Group’s consolidated financial statements for the first six months of 2010.

44

EX-99.2

Exhibit 99.2

RECENT DEVELOPMENTS

North Sea: Islay Development Approved

TOTAL S.A. (“TOTAL”) announced on July 15, 2010, that it received approval from the United Kingdom Department of Energy and Climate Change (DECC) and the Norwegian Ministry of Petroleum & Energy (MPE) to develop its Islay gas field in the Northern North Sea, 440 kilometers north-east of Aberdeen.

The Islay field is located in Block 3/15 of the United Kingdom sector and partly across the median line in Blocks 29/6a and 29/6c of the Norwegian sector. Lying in a water depth of 120 meters, it has estimated reserves of nearly 17 million barrels of oil equivalent and an estimated peak gas production rate of 2.5 million standard cubic meters per day plus associated condensates.

TOTAL is the operator and sole owner of the Islay field as well as the Alwyn North, Dunbar, Grant, Ellon, Nuggets, Forvie North and Jura fields in the same region. Although a separate field, Islay is just 3 kilometers east of Jura and will be connected to TOTAL’s Alwyn facility with first gas planned for the second half of 2011.

Nigeria - Sao Tomé and Principe: TOTAL acquires an Interest in Block 1 in the Joint Development Zone

On July 15, 2010, TOTAL announced the signature of an agreement to acquire Chevron’s 45.9% interest in Block 1 in the Joint Development Zone (JDZ). TOTAL will operate the block in partnership with Addax Petroleum JDZ 1 Limited, Dangote Energy Equity Resources and Sasol Exploration and Production Nigeria Limited. The JDZ is governed by a treaty signed by Nigeria and Sao Tomé and Principe in 2001 for a period of 45 years. This transaction is subject to approval by relevant authorities.

The license extends over an area of close to 700 square kilometers in water depths ranging from 1,600 to 1,800 meters. Within this license, a discovery was made in 2006 (Obo-1 well). The proximity of the TOTAL-operated licenses and facilities in Nigeria is expected to enable cost reductions in developing the license’s resources.

This acquisition is in line with TOTAL’s strategy of expanding its exploration and production operations in the Gulf of Guinea.

Angola: A sixth major oil discovery on deep offshore Block 15/06

On July 13, 2010, TOTAL announced that its subsidiary, TEPA (Block 15/06), Limited, and its partners have made a new oil discovery in Block 15/06 with the well Cabaça SE-1, in the Angolan deep-offshore.

The well, located in 470 meters of water depth and 100 kilometers from the Angolan shore line, encountered significant gross thickness oil bearing reservoirs in the Miocene series. Volumes estimates suggest that Cabaça SE could hold substantial volumes of oil in place, with a potential yet to be confirmed.

An appraisal well is planned to be drilled in the third quarter 2010 with the objective of delineating and testing this oil accumulation.

Cabaça SE-1 is the seventh exploration well drilled in Block 15/06 since the block award at the end of 2006. The eighth well of the exploration drilling campaign (Mpungi-1) is currently being drilled, and it will complete the work commitment of the first exploration period one and a half years in advance of the contractual period. The exploration effort of the Block 15/06 partnership has reached a remarkable rate of success with six commercial discoveries out of the seven prospects drilled to date. TEPA (Block 15/06), Limited, holds a 15% interest in the Block 15/06, operated by Eni.

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TOTAL signs an agreement to acquire UTS Corporation with its 20% interest in the Canadian Fort Hills project in view of reorganizing its oil sands portfolio

On July 7, 2010, Total E&P Canada Ltd., a TOTAL subsidiary, has signed an agreement with UTS Energy Corporation (UTS) to acquire UTS Corporation with its main asset, a 20% interest in the Fort Hills mining project in the Athabasca region of the Canadian province of Alberta.

Under the terms of the agreement, UTS will transfer its assets, other than its Fort Hills interest, to a newly formed company and Total E&P Canada will pay a cash amount of 3.08 Canadian dollars (CAD) per share to acquire UTS. Taking into account the cash held by UTS and acquired by TOTAL (CAD 355 million, equivalent to CAD 0.73 per share) the cost of the acquisition for TOTAL amounts to approximately CAD 1.15 billion (i.e., CAD 2.35 per share).

UTS’s Board of Directors has unanimously recommended the agreement. Under a Plan of Arrangement, UTS will recommend that its shareholders approve TOTAL’s acquisition of the company. UTS will publish the documents relating to the Plan of Arrangement shortly. The transaction is subject to regulatory approvals from the Canadian authorities and to the acceptance of the Plan of Arrangement by at least 66.67% of UTS’s shareholders attending a special shareholders meeting.

The Fort Hills project is operated by Canada’s Suncor Energy Inc. with a 60% interest, the remaining 20% being held by Teck Resources Ltd. The project will be developed in two phases. The first phase of approximately 160,000 barrels per day has already obtained the necessary administrative approvals to launch development in the near future, and TOTAL estimates production start-up in 2015-2016.

The earn-in costs owed to UTS by its Fort Hills partners (approximately CAD 704 million) will be transferred to TOTAL, which means that the net acquisition cost to TOTAL is CAD 0.65 per barrel.

Parallel to this transaction, TOTAL is considering divesting some of its interest in the Joslyn mine, while retaining its role as operator and approximately a 50% stake.

Repurposing project for the Flanders refinery

On June 30, 2010, the Douai Court of Appeals ordered TOTAL to resume its refining activities at the Flanders refinery even though the procedure for the information and consultation of personnel representatives on the repurposing of the Flanders plant had been completed by June 24, 2010, and authorized TOTAL to proceed with the definitive shutdown of its refining operations at Dunkirk.

After having examined the paradoxical legal situation thus created, TOTAL decided to appeal the decision of the Douai Court of Appeals.

At the same time TOTAL asked the Nanterre Superior Court to rule that the procedure for the information and consultation of employee representatives respected all applicable legal provisions and allowed the company to continue implementing its repurposing project for the Flanders refinery. The hearing is set for September 17, 2010. The court’s findings shall be announced several weeks thereafter.

At the current stage of procedures, no significant impact has been recorded in the Group’s consolidated financial statements for the first six months of 2010.

Brazil: TOTAL acquires a 20% interest in an exploration block in the pre-salt area of the Santos Basin

On June 30, 2010, TOTAL announced the acquisition of a 20% interest from Shell in the BM-S-54 license in the Santos Basin. Shell holds the remaining 80% and keeps the operatorship. This acquisition is subject to approval from the Brazilian authorities.

The offshore block, located about 200 kilometers south of Rio de Janeiro, covers an area of 700 square kilometers in water depth of approximately 2,000 meters.

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This acquisition is part of TOTAL’s strategy to increase its presence in exploration and production activities in Brazil.

Exploration drilling is planned for later this year, subject to approval by the National Agency of Petroleum (ANP) and The Brazilian Institute of Environment and Renewable Natural Resources (IBAMA).

Yemen: TOTAL Acquires an Interest in Block 72

On June 30, 2010, TOTAL announced the acquisition of a 36% interest in the Block 72 production sharing agreement in Yemen. Operated by DNO Yemen AS (DNO), the 1,821-square-kilometer license is located in the southern part of the Masila Basin. The acquisition is subject to the approval of Yemen’s Ministry of Oil and Mineral Resources.

TOTAL and the original partners — DNO, TG Holdings Yemen Inc., Ansan Wikfs (Hadramaut) Limited and The Yemen Company (TYC) — plan to drill an exploration well in the fourth quarter of this year.

With this acquisition, TOTAL pursues its exploration and production activities in Yemen, in high-potential geological basins that offer a close fit with existing projects.

SAUDI ARAMCO TOTAL Refining and Petrochemical Company (SATORP) signs US$8.5 Billion project financing for Jubail Refinery

On June 25, 2010, TOTAL announced that SAUDI ARAMCO TOTAL Refining and Petrochemical Company (SATORP), a company that is 62.5% owned by Saudi Aramco and 37.5% owned by TOTAL signed on June 24, 2010, the finance documents for US$8.5 billion of senior project finance facilities that have been secured for the Jubail refinery.

The availability of the financing marks another important step in the progress of this 400,000 barrels per day world-class, full conversion refinery in Jubail, Saudi Arabia, which is scheduled to be operational in 2013.

Finances totaling US$8.5 billion were secured from multiple sources, including US$4.01 billion from the Public Investment Fund and Export Credit Agencies (covered and direct) and US$4.49 billion from commercial financial institutions.

The senior loan facilities have a tenor of sixteen years with an all in pricing of 1.85% (above LIBOR) for the US Dollar commercial and Export Credit Agencies (ECA) covered loan facilities.

The financing has thus far been well received by a diverse group of local, regional and international banks, with commitments received for over US$13.5 billion.

When completed, the refinery should be one of the most advanced refineries in the world and will process Arabian Heavy crude. Its products are expected to fulfill the most stringent specifications, to meet the rising demand for environmentally-friendly fuels.

The full-conversion refinery will maximize production of diesel and jet fuels and is expected to produce 700,000 metric tons per year (t/y) of paraxylene, 140,000 t/y of benzene and 200,000 t/y of polymer-grade propylene.

The synergies between Saudi Aramco and TOTAL lie in the fact that both companies bring knowledge and expertise to the joint venture company. Saudi Aramco’s crude oil supply is located near Jubail, a world-class industrial area and TOTAL is an international oil company with a fully integrated value chain and a global presence.

Nigeria: Hydrocarbon discovery on the OML 136

On June 24, 2010, TOTAL announced that its subsidiary, Total Exploration & Production Nigeria Ltd, in association with Conoil Producing Limited, has discovered hydrocarbons in the central portion of the Oil Mining Lease OML 136, offshore Western Nigeria.

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The Agge-3B.T1 well aimed at exploring an undrilled compartment of the Agge structure. It was located in a water depth of 140 meters and reached a total depth of 2,710 meters. The well discovered several gas bearing reservoirs totaling a gross thickness in excess of 150 meters. A production test performed over the lower intervals yielded a production of 21 million cubic feet of gas per day on a 36/64” choke. Studies are ongoing to assess further development options for the Agge-3B.T1 well, together with other discoveries on the block.

Total Exploration & Production Nigeria Ltd is a 40% partner in the OML 136 license, in association with Conoil Producing Limited (60%), operator.

TOTAL and Amyris to build a strategic partnership for biomass-based fuels and chemicals

On June 23, 2010, TOTAL and Amyris Inc., which operates an industrial synthetic biology platform, announced a strategic partnership encompassing TOTAL’s investment in Amyris and a wide-spectrum master development and collaboration agreement.

TOTAL has agreed to acquire approximately 17% equity interest in Amyris on a fully diluted basis, and will have the right to appoint a member of the Amyris Board of Directors.

Under their collaboration agreement, TOTAL and Amyris R&D teams will work together to develop new products and build biological pathways to produce and commercialize renewable fuels and chemicals.

The partnership combines Amyris’ industrial synthetic biology platform and emerging Brazilian production capacity with TOTAL’s technological know-how, industrial scale-up capabilities and access to markets.

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EX-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 six months ended June 30, 2010 and 2009 and the fiscal years ended December 31, 2009, 2008, 2007, 2006 and 2005.

	Six Months Ended June 30,		Years Ended December 31,
	2010	2009	2009	2008	2007	2006	2005(a)
For the Group (IFRS)	33.54	21.30	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.

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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 June 30, 2010, prepared on the basis of IFRS.

	At June 30, 2010
	(in millions of euros)
Current financial debt, including current portion of non-current financial debt
Current portion of non-current financial debt	1,692
Current financial debt	6,829
Current portion of financial instruments for interest rate swaps liabilities	151
Other current financial instruments — liabilities	227
Total current financial debt	8,899
Non-current financial debt	22,813
Minority interests	858
Shareholders’ equity
Common shares	5,872
Paid-in surplus and retained earnings	58,274
Currency translation adjustment	381
Treasury shares	(3,572	)
Total shareholders’ equity	60,955
Total capitalization and non-current indebtedness	84,626

As of June 30, 2010, TOTAL had an authorized share capital of 3,442,498,291 ordinary shares with a par value of €2.50 per share, and an issued share capital of 2,348,729,461 ordinary shares (including 114,148,378 treasury shares from shareholders’ equity).

As of June 30, 2010, approximately €310 million of TOTAL’s non-current financial debt was secured and approximately €22,503 million was unsecured, and all of TOTAL’s current financial debt of €6,829 million was unsecured. As of June 30, 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.

Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent liabilities of TOTAL since June 30, 2010.

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EX-99.4

Exhibit 99.4

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Six Months Ended June 30,			Years Ended December 31,
(Amounts in millions of euros)	2010		2009	2009		2008		2007		2006		2005(a)
	(unaudited)			(unaudited)
Net income	5,714		4,459	8,447		10,590		13,181		11,773		12,734
Income tax expenses	5,347		3,779	7,751		14,146		13,575		13,720		11,806
Minority interest	132		88	182		363		354		367		370
Equity in income of affiliates (in excess of)/ less than dividends received	(183	)	2	(378	)	(311	)	(821	)	(952	)	(596	)
Interest expensed	189		250	450		779		1,547		1,588		1,211
Estimate of the interest within rental expense	102		72	204		142		128		91		68
Amortization of capitalized interest	69		63	129		115		108		100		100
Total	11,370		8,713	16,785		25,824		28,072		26,687		25,693
Interest expensed	189		250	450		779		1,547		1,588		1,211
Capitalized interest	48		87	141		317		321		237		101
Estimate of the interest within rental expense	102		72	204		142		128		91		68
Preference security dividend requirements of consolidated subsidiaries	—		—	—		—		—		—		1
Fixed charges	339		409	795		1,238		1,996		1,916		1,381
Ratio of Earnings to fixed charges	33.54		21.30	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).