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

November 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, 333-159335-01 AND 333-159335-02) OF TOTAL S.A., TOTAL CAPITAL AND TOTAL CAPITAL CANADA LTD. AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 third quarter and nine months ended September 30, 2010, and a description of certain recent developments relating to its business, as well as a capitalization table as of September 30, 2010, and a ratio of earnings to fixed charges for the nine months ended September 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
Exhibit Index
EX-99.1:	Results for the Three Months and Nine Months Ended September 30, 2010
EX-99.2:	Recent Developments
EX-99.3:	Ratio of Earnings to Fixed Charges and Capitalization and Indebtedness
EX-99.4:	Computation of Ratio of Earnings to Fixed Charges

SIGNATURES

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

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

Exhibit Index

Exhibit 99.1	Results for the Three Months and Nine Months Ended September 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 third quarter and first nine months ended September 30, 2010, has been derived from TOTAL’s unaudited interim consolidated financial statements for the third quarter and first nine months ended September 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^*

3Q10		2Q10		3Q09		3Q10 vs 3Q09			in millions of euros except earnings per share and number of shares	9M10		9M09		9M10 vs 9M09
	40,180		41,329		33,628		+19	%	Sales		119,112		95,099		+25	%
									Adjusted net operating income from business segments
	2,123		2,203		1,501		+41	%	•     Upstream		6,297		4,434		+42	%
	264		483		146		+81	%	•     Downstream		902		902		—
	256		274		161		+59	%	•     Chemicals		687		200		x3
	1.26		1.38		0.86		+47	%	Fully-diluted earnings per share (euros)		3.81		2.85		+34	%
	2,244.9		2,242.5		2,236.8		—		Fully-diluted weighted-average shares (millions)		2,243.3		2,235.9		—
	2,827		3,101		1,923		+47	%	Net income (Group share)		8,541		6,382		+34	%
	4,092		3 446		3,256		+26	%	Investments**		11,247		9,825		+14	%
	4,005		3 372		3,169		+26	%	Investments including net investments in equity affiliates and non-consolidated companies**		11,021		9,584		+15	%
	1,074		850		807		+33	%	Divestments		2,972		2,137		+39	%
	4,904		4 942		4,538		+8	%	Cash flow from operations		15,106		10,471		+44	%

* Adjusted net operating income is defined as income using replacement cost, adjusted for special items and, through June 30, 2010, excluding TOTAL’s equity share of adjustments related to Sanofi-Aventis. See “Analysis of Business Segment Results” below for further details.

** Including acquisitions.

• Third quarter 2010 results

> Sales

In the third quarter 2010, the Brent price averaged 76.9 $/b, an increase of 13% compared to the third quarter 2009 but a decrease of 2% compared to the second quarter 2010. The European refining margin indicator (ERMI) averaged 16.4 $/t for the quarter, an increase of 37% compared to the third quarter 2009, but a decrease of 47% compared to the second quarter 2010.

The euro-dollar exchange rate averaged 1.29 $/€ in the third quarter 2010 compared to 1.43 $/€ in the third quarter 2009 and 1.27 $/€ in the second quarter 2010.

In this environment, sales were €40,180 million in the third quarter 2010, an increase of 19% compared to €33,628 million in the third quarter 2009.

1

> Net income

Reported net income (Group share) in the third quarter 2010 increased by 47% to €2,827 million from €1,923 in the third quarter 2009, mainly due to increases in hydrocarbon prices and production. The after-tax inventory valuation effect (as defined below under “Analysis of business segment results”) had a negative impact on net income (Group share) of €48 million in the third quarter 2010 and a positive impact of €122 million in the third quarter 2009. Special items had a positive impact on net income (Group share) of €400 million in the third quarter 2010, comprised essentially of gains on the sale of the Group’s interests in the Valhall and Hod fields in Norway and a gain related to the change in accounting treatment (as described below in this paragraph) for the interest in Sanofi-Aventis, partially offset by impairment charges in the Upstream segment. Special items had a positive impact on net income of €2 million in the third quarter 2009. Effective July 1, 2010, the Group no longer accounts for its interest in Sanofi-Aventis as an equity affiliate, but treats such interest as a financial asset available for sale in the line “Other investments” of the balance sheet. In the third quarter 2009, special items included the Group’s equity share of adjustment items related to Sanofi-Aventis that had a negative impact on net income of €70 million.

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

Fully-diluted earnings per share, based on 2,244.9 million fully-diluted weighted-average shares, was €1.26 in the third quarter 2010 compared to €0.86 in the third quarter 2009, an increase of 47%.

> Investments – divestments¹

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were €3.0 billion in the third quarter 2010 compared to €3.1 billion in the third quarter 2009.

Acquisitions were €1,023 million in the third quarter 2010, including essentially the acquisition of the shares of UTS in Canada.

Asset sales in the third quarter 2010 were €987 million, comprised essentially of the sale of the Valhall and Hod fields.

Net investments² were €3.0 billion in the third quarter 2010 compared to €2.4 billion in the third quarter 2009.

> Cash flow

Cash flow from operations was €4,904 million in the third quarter 2010 compared to €4,538 million in the third quarter 2009. The 8% increase reflects essentially the increase in net income.

The Group’s net cash flow³ was €1,886 million compared to €2,089 million in the third quarter 2009.

• Results for the first nine months of 2010

> Sales

Compared to the first nine months of 2009, the average Brent price increased by 35% to 77.1 $/b while the average realized price of gas decreased by 4%. The ERMI increased by 29% to 25.7 $/t.

The euro-dollar exchange rate was 1.31 $/€ compared to 1.37 $/€ on average for the first nine months of 2009.

In this environment, sales in the first nine months of 2010 were €119,112 million, an increase of 25% compared to €95,099 million for the first nine months of 2009.

¹ Detail shown on page 13 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

> Net income

Reported net income (Group share) in the first nine months of 2010 increased by 34% to €8,541 million from €6,382 million in the first nine months of 2009, mainly due to the increase in hydrocarbon prices and production and improved Chemicals segment results. The after-tax inventory effect had a positive impact on net income (Group share) of €465 million in the first nine months of 2010 and a positive impact of €1,237 million in the first nine months of 2009, in each case due to the increase in oil prices. Special items had a positive impact on net income (Group share) of €425 million in the first nine months of 2010 (most of which were registered in the third quarter 2010, as described above) and a negative impact of €306 million in the first nine months of 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 nine months of 2010 and a negative impact of €252 million in the first nine months of 2009.

The Group did not buy back shares in the first nine months of 2010.

On September 30, 2010, there were 2,246.9 million fully-diluted shares compared to 2,239.7 million fully-diluted shares on September 30, 2009.

Fully-diluted earnings per share, based on 2,243.3 million weighted-average shares, was €3.81 in the first nine months of 2010, compared to €2.85 in the first nine months of 2009, an increase of 34%.

> Investments – divestments⁴

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were €8.5 billion in the first nine months of 2010, compared to €9.0 billion in the first nine months of 2009.

Acquisitions were €2.5 billion in the first nine months of 2010, comprised essentially of assets in the Barnett Shale in the United States, UTS in Canada and an increased stake in the Laggan Tormore blocks in the UK.

Asset sales in the first nine months of 2010 were €2.7 billion, comprised essentially of the sales of Sanofi-Aventis shares, the Valhall and Hod fields in Norway in the Upstream segment and the Mapa Spontex unit in the Chemicals segment.

Net investments⁵ in the first nine months of 2010 increased by 8% to €8.3 billion from €7.7 billion in the first nine months of 2009.

> Cash flow

Cash flow from operations in the first nine months of 2010 was €15,106 million, an increase of 44% compared to the first nine months of 2009, essentially due to the increase in net income and the more favorable changes in working capital than in 2009.

The Group’s net cash flow⁶ was €6,831 million in the first nine months of 2010, compared to €2,783 million in the first nine months of 2009.

The net-debt-to-equity ratio was 18.2% on September 30, 2010, compared to 22.7% on June 30, 2010, and 20.8% on September 30, 2009.⁷

⁴ Detail shown on page 13 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 13 of this exhibit.

3

• 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.

Until July 1, 2010, the Group also adjusted for its equity share of adjustment items related to Sanofi-Aventis. As of July 1, 2010, Sanofi-Aventis is no longer accounted for as an equity affiliate (but is instead treated as a financial asset available for sale in the line “Other investments” of the balance sheet).

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 24 to 30, 34 and 44-45 of this exhibit.

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.

4

Upstream

> Environment – liquids and gas price realizations*

3Q10		2Q10		3Q09		3Q10 vs 3Q09				9M10		9M09		9M10 vs 9M09
	76.9		78.2		68.1		+13	%	Brent ($/b)		77.1		57.3		+35	%
	72.8		74.8		65.1		+12	%	Average liquids price ($/b)		74.0		53.7		+38	%
	5.13		4.82		4.89		+5	%	Average gas price ($/Mbtu)		5.00		5.20		-4	%
	54.9		54.8		50.7		+8	%	Average hydrocarbons price ($/boe)		55.1		44.5		+24	%

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

> Production

3Q10		2Q10		3Q09		3Q10 vs 3Q09			Hydrocarbon production	9M10		9M09		9M10 vs 9M09
	2,340		2,359		2,243		+4	%	Combined production (kboe/d)		2,375		2,249		+6	%
	1,325		1,327		1,379		-4	%	•    Liquids (kb/d)		1,341		1,373		-2	%
	5,529		5,549		4,726		+17	%	•    Gas (Mcf/d)		5,635		4,789		+18	%

In the third quarter 2010, hydrocarbon production was 2,340 thousand barrels of oil equivalent per day (kboe/d), an increase of 4.3% compared to the third quarter 2009, essentially as a result of:

• +3.5% for production ramp-ups on new fields, net of the normal decline, and a lower level of turnarounds;

• +1.5% for lower OPEC reductions and an improvement in gas demand;

• +1.5% for lower levels of disruptions in Nigeria related to security issues; and

• -2% for the price effect ⁸.

In the first nine months of 2010, hydrocarbon production was 2,375 kboe/d, an increase of 5.6% compared to the first nine months of 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;

• +1.5% 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; and

• -3% for the price effect.

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

5

> Results

3Q10		2Q10		3Q09		3Q10 vs 3Q09			in millions of euros	9M10			9M09		9M10 vs 9M09
	4,410		4,546		3,318		+33	%	Non-Group sales		13,525			11,192		+21	%
	4,175		4,607		3,236		+29	%	Operating income		12,943			8,971		+44	%
	(15)		—		—		n/a		Adjustments affecting operating income		(15	)		—		n/a
	4,190		4,607		3,236		+29	%	Adjusted operating income*		12,958			8,971		+44	%
	2,123		2,203		1,501		+41	%	Adjusted net operating income*		6,297			4,434		+42	%
	335		271		190		+76	%	•   includes income from equity affiliates		941			593		+59	%
	3,400		2,723		2,512		+35	%	Investments		9,266			7,426		+25	%
	1,035		174		87		x12		Divestments		1,296			321		x4
	2,831		4,154		2,854		-1	%	Cash flow from operating activities		11,665			7,375		+58	%

* Detail of adjustment items shown in the business segment information on page 34 of this exhibit.

Adjusted net operating income for the Upstream segment in the third quarter 2010 was €2,123 million, an increase of 41% compared to €1,501 million in the third quarter 2009, reflecting mainly the increase in both production and hydrocarbon prices compared to the third quarter 2009. The increased income from equity affiliates in the third quarter 2010 compared to the third quarter 2009 was due essentially to higher revenues from Qatargas and Yemen LNG.

Adjusted net operating income for the Upstream segment excludes special items. The exclusion of special items had a negative impact on Upstream adjusted net operating income of €261 million in the third quarter 2010, consisting essentially of the exclusion of gains on the sale of the Group’s interests in the Valhall and Hod fields partially offset by impairment charges, and a positive impact of €31 million in the third quarter 2009.

The effective tax rate for the Upstream segment was 59% in the third quarter 2010 compared to 58% in the second quarter 2010 and 59% in the third quarter 2009.

In the first nine months of 2010, adjusted net operating income for the Upstream segment was €6,297 million, an increase of 42% compared to €4,434 million in the first nine months of 2009, essentially due to the increase in both production and hydrocarbon prices.

The return on average capital employed (ROACE⁹) for the Upstream segment for the twelve months ended September 30, 2010 was 21% compared to 19% for the twelve months ended June 30, 2010 and 18% for the full year 2009. The annualized third quarter 2010 ROACE for the Upstream segment was 20%.

⁹ Calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 14 of this exhibit.

6

Downstream

> Refinery throughput and utilization rates*

3Q10			2Q10			3Q09			3Q10 vs 3Q09				9M10			9M09			9M10 vs 9M09
	2,068			2,141			2,142			-3	%	Total refinery throughput (kb/d)		2,067			2,184			-5	%
	773			784			828			-7	%	•    France		746			882			-15	%
	1,038			1,110			1,045			-1	%	•    Rest of Europe		1,066			1,052			+1	%
	257			247			269			-4	%	•    Rest of world		255			250			+2	%
												Utilization rates
	74	%		78	%		78	%				•    Based on crude only		75	%		79	%
	80	%		83	%		82	%				•    Based on crude and other feedstock		80	%		84	%

* Includes share of CEPSA.

In the third quarter 2010, despite a low level of planned turnarounds, refinery throughput decreased by 3% compared to the third quarter 2009 and second quarter 2010. The decrease compared to the third quarter 2009 was due mainly to the shutdown of the Dunkirk refinery, while the decrease compared to the second quarter 2010 came essentially from shutting down a distillation unit at the Lindsey refinery. The Group maintained good operational performance in its other refineries.

In the first nine months of 2010, refinery throughput decreased by 5% compared to the first nine months of 2009, reflecting essentially the shutdown of the Dunkirk refinery and a distillation unit at the Normandy refinery.

> Results

3Q10		2Q10		3Q09		3Q10 vs 3Q09			in millions of euros (except the ERMI refining margin indicator)	9M10		9M09		9M10 vs 9M09
	16.4		31.2		12.0		+37	%	European refining margin indicator - ERMI ($/t)		25.7		19.9		+29	%
	31,307		32,190		26,409		+19	%	Non-Group sales		92,305		73,095		+26	%
	166		804		231		-28	%	Operating income		1,491		2,198		-32	%
	(71)		255		148		n/a		Adjustments affecting operating income		514		1,183		-57	%
	237		549		83		x3		Adjusted operating income*		977		1,015		-4	%
	264		483		146		+81	%	Adjusted net operating income*		902		902		-
	60		44		75		-20	%	•    includes income from equity affiliates		118		136		-13	%
	568		562		607		-6	%	Investments		1,586		1,927		-18	%
	28		11		23		+22	%	Divestments		66		85		-22	%
	900		1,042		944		-5	%	Cash flow from operating activities		2,396		2,564		-7	%

* Detail of adjustment items shown in the business segment information on page 34 of this exhibit.

The European refinery margin indicator averaged 16.4 $/t in the third quarter 2010, an increase of 37% compared to the third quarter 2009. In the first nine months of 2010, the ERMI was 25.7 $/t, an increase of 29% compared to the first nine months of 2009.

7

Adjusted net operating income from the Downstream segment was €264 million in the third quarter 2010, an increase of 81% compared to €146 million in the third quarter 2009, reflecting in particular the increase in refining margins – which, however, remain at a very low level – and the good performance of marketing.

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 positive impact on Downstream adjusted net operating income of €24 million in the third quarter 2010 and a negative impact of €81 million in the third quarter 2009. The exclusion of special items had no impact on Downstream adjusted net operating income in the third quarter 2010 and a positive impact of €1 million in the third quarter 2009.

In the first nine months of 2010, adjusted net operating income from the Downstream segment was stable compared to the first nine months of 2009 at €902 million.

The ROACE for the Downstream segment for the twelve months ended September 30, 2010 was 7% compared to 6% for the twelve months ended June 30, 2010, and 7% for the full year 2009. The annualized third quarter 2010 ROACE for the Downstream segment was 7%.

Chemicals

3Q10		2Q10			3Q09		3Q10 vs 3Q09			in millions of euros	9M10		9M09		9M10 vs 9M09
	4,460		4,589			3,892		+15	%	Non-Group sales		13,272		10,794		+23	%
	2,748		2,794			2,326		+18	%	•   Base chemicals		8,074		6,266		+29	%
	1,710		1,784			1,566		+9	%	•   Specialties		5,185		4,528		+15	%
	268		240			248		+8	%	Operating income		768		456		+68	%
	(33)		(65	)		57		n/a		Adjustments affecting operating income		8		273		-97	%
	301		305			191		+58	%	Adjusted operating income*		760		183		x4
	256		274			161		+59	%	Adjusted net operating income*		687		200		x3
	133		149			53		x3		•   Base chemicals		326		32		x10
	125		124			111		+13	%	•   Specialties		366		185		+98	%
	111		144			112		-1	%	Investments		349		406		-14	%
	(10)		328			13		n/a		Divestments		324		27		x12
	215		477			300		-28	%	Cash flow from operating activities		602		758		-21	%

* Detail of adjustment items shown in the business segment information on page 34 of this exhibit.

In the third quarter 2010, the environment for the Chemicals segment remained globally favorable, despite a decrease in U.S. petrochemical margins.

Sales for the Chemicals segment were €4.5 billion in the third quarter 2010, an increase of 15% compared to the third quarter 2009.

8

Adjusted net operating income from the Chemicals segment was €256 million in the third quarter 2010, an increase of 59% compared to €161 million in the third quarter 2009. The increase was driven essentially by an improvement in the Petrochemicals business; the Specialty Chemicals division continued to show solid performance.

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 €30 million in the third quarter 2010 and a negative impact of €45 million in the third quarter 2009. The exclusion of special items had a negative impact on the Chemicals segment’s adjusted net operating income of €3 million in the third quarter 2010 and a positive impact of €12 million in the third quarter 2009.

In the first nine months of 2010, adjusted net operating income from the Chemicals segment was €687 million compared to €200 million in the first nine months of 2009. The results of the Base Chemicals and Specialty Chemicals divisions increased by factors of ten and two, respectively, thanks to an improvement in the environment and good operational performance.

The ROACE for the Chemicals segment for the twelve months ended September 30, 2010, was 11% compared to 9% for the twelve months ended June 30, 2010, and 4% for the full year 2009. The annualized third quarter 2010 ROACE for the Chemicals segment was 14%.

• Summary and outlook

Following a decision by the Board of Directors on July 29, 2010, TOTAL will pay the interim 2010 dividend of €1.14/share on November 17, 2010.¹⁰ TOTAL’s Board of Directors, led by Chairman and CEO Christophe de Margerie, met on October 28, 2010, and decided that the payment of the 2011 dividend will be made on a quarterly basis, with the first 2011 quarterly interim payment expected to be made in September 2011.

Investments excluding acquisitions¹¹ were $11.1 billion (€8.5 billion) in the first nine months of 2010, in line with the 2010 budget of $18 billion.

The net-debt-to-equity ratio at September 30, 2010 was 18.2% compared to 22.7% at the end of the second quarter 2010. The Group maintains its net-debt-to-equity objective range of 25-30% for year-end 2010.

In addition, within the delegation of authority granted to the Board of Directors by the Shareholders’ Annual Meeting, the Board decided on October 28, 2010, to proceed with a capital increase reserved for employees of up to 12 million shares by the May 2011 Annual Meeting.

At the beginning of the fourth quarter 2010, strikes to protest pension reforms led to a temporary shutdown of the French refineries. The dollar has continued to weaken against the euro, while the price of oil has increased in response to positive economic signs and the approach of winter in the northern hemisphere. Natural gas spot prices have increased in Europe and Asia, but have decreased in the U.S., where the market remains oversupplied as a result of the abundance of shale gas production.

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

¹⁰ 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.

¹¹ Including net investments in equity affiliates and non-consolidated companies.

9

disclose material information as required by applicable securities laws, TOTAL does not have any intention or obligation to update forward-looking statements after the distribution of this document, even if new information, future events or other circumstances have made them incorrect or misleading.

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

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

• changes in currency exchange rates and currency devaluations;

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

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

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

• changes in the current capital expenditure plans of TOTAL;

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

• the financial resources of competitors;

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

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

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

• the ability to obtain governmental or regulatory approvals;

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

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

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

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

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

For additional factors, you should read the information set forth under “Item 3. Risk Factors”, “Item 4. Information on the Company — Other Matters”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk” in TOTAL’s Form 20-F for the year ended December 31, 2009.

10

Operating information by segment

Third quarter and first nine months of 2010

• Upstream

3Q10		2Q10		3Q09		3Q10 vs 3Q09			Combined liquids and gas production by region (kboe/d)	9M10		9M09		9M10 vs 9M09
	521		577		569		-8	%	Europe		581		609		-5	%
	765		752		762		—		Africa		754		739		+2	%
	534		515		419		+27	%	Middle East		522		419		+25	%
	65		63		31		x2		North America		65		18		x4
	179		184		183		-2	%	South America		178		187		-5	%
	253		246		259		-2	%	Asia-Pacific		251		254		-1	%
	23		22		20		+15	%	CIS		24		23		+4	%
	2,340		2,359		2,243		+4	%	Total production		2,375		2,249		+6	%
	455		434		351		+30	%	Includes equity and non-consolidated affiliates		435		348		+25	%
3Q10		2Q10		3Q09		3Q10 vs 3Q09			Liquids production by region (kb/d)	9M10		9M09		9M10 vs 9M09
	251		258		279		-10	%	Europe		270		291		-7	%
	617		611		647		-5	%	Africa		616		627		-2	%
	313		309		300		+4	%	Middle East		308		308		—
	29		30		27		+7	%	North America		30		16		+88	%
	72		76		79		-9	%	South America		73		84		-13	%
	30		30		33		-9	%	Asia-Pacific		31		34		-9	%
	13		13		14		-7	%	CIS		13		13		—
	1,325		1,327		1,379		-4	%	Total production		1,341		1,373		-2	%
	304		298		286		+6	%	Includes equity and non-consolidated affiliates		295		289		+2	%

11

3Q10		2Q10		3Q09		3Q10 vs 3Q09			Gas production by region (Mcf/d)	9M10		9M09		9M10 vs 9M09
	1,464		1,689		1,580		-7	%	Europe		1,696		1,733		-2	%
	758		704		583		+30	%	Africa		703		572		+23	%
	1,207		1,098		657		+84	%	Middle East		1,164		614		+90	%
	203		191		19		x11		North America		194		12		x16
	593		594		575		+3	%	South America		581		570		+2	%
	1,249		1,220		1,276		-2	%	Asia-Pacific		1,239		1,238		—
	55		53		36		+53	%	CIS		58		50		+16	%
	5,529		5,549		4,726		+17	%	Total production		5,635		4,789		+18	%
	820		737		355		x2		Includes equity and non-consolidated affiliates		756		314		x2
3Q10		2Q10		3Q09		3Q10 vs 3Q09			Liquefied natural gas	9M10		9M09		9M10 vs 9M09
	3.39		3.04		2.18		+56	%	LNG sales* (Mt)		9.32		6.48		+44	%

* 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

3Q10		2Q10		3Q09		3Q10 vs 3Q09			Refined products sales by region (kb/d)*	9M10		9M09		9M10 vs 9M09
	1,920		1,881		2,014		-5	%	Europe		1,917		2,055		-7	%
	286		301		278		+3	%	Africa		290		276		+5	%
	102		115		164		-38	%	Americas		121		171		-29	%
	161		163		134		+20	%	Rest of world		157		137		+15	%
	2,469		2,460		2,590		-5	%	Total consolidated sales		2,485		2,639		-6	%
	1,300		1,526		887		+47	%	Trading		1,272		993		+28	%
	3,769		3,986		3,477		+8	%	Total refined product sales		3,757		3,632		+3	%

* Includes trading and share of CEPSA.

12

Investments – Divestments

3Q10		2Q10		3Q09		3Q10 vs 3Q09			in millions of euros	9M10		9M09		9M10 vs 9M09
	2,982		3,067		3,111		-4	%	Investments excluding acquisitions*		8,476		8,953		-5	%
	160		221		227		-30	%	•  Capitalized exploration		580		609		-5	%
	151		170		187		-19	%	•  Net investments in equity affiliates and non-consolidated companies		432		435		-1	%
	1,023		305		58		x18		Acquisitions		2,545		631		x4
	4,005		3,372		3,169		+26	%	Investments including acquisitions*		11,021		9,584		+15	%
	987		758		702		+41	%	Asset sales		2,710		1,842		+47	%
	3,018		2,596		2,449		+23	%	Net investments**		8,275		7,688		+8	%

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

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

Net-debt-to-equity ratio

in millions of euros	9/30/2010			6/30/2010			9/30/2009
Current borrowings		10,201			8,521			6,012
Net current financial assets		(1,351	)		(1,225	)		(160	)
Non-current financial debt		21,566			22,813			19,146
Hedging instruments of non-current debt		(1,760	)		(1,812	)		(983	)
Cash and cash equivalents		(18,247	)		(14,832	)		(13,775	)
Net debt		10,409			13,465			10,240
Shareholders’ equity		57,583			60,955			49,620
Estimated dividend payable*		(1,273	)		(2,547	)		(1,273	)
Minority interests		838			858			959
Equity		57,148			59,266			49,306
Net-debt-to-equity ratio		18.2	%		22.7	%		20.8	%

* Based on a 2010 dividend equal to the dividend paid in 2009 (€2.28/share), after deducting the interim dividend of €1.14 per share approved by the Board of Directors on July 29, 2010.

13

Return on average capital employed

• Twelve months ended September 30, 2010

in millions of euros	Upstream			Downstream			Chemicals
Adjusted net operating income		8,245			953			759
Capital employed at 9/30/2009*		35,514			13,513			6,845
Capital employed at 9/30/2010*		41,629			15,379			7,232
ROACE		21.4	%		6.6	%		10.8	%

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

• Twelve months ended June 30, 2010

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

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

• For the twelve months ended September 30, 2009

in millions of euros	Upstream			Downstream			Chemicals**
Adjusted net operating income		6,429			1,672			377
Capital employed at 9/30/2008*		30,184			12,649			8,107
Capital employed at 9/30/2009*		35,514			13,513			6,845
ROACE		19.6	%		12.8	%		5.0	%

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

** Capital employed for Chemicals reduced for the Toulouse-AZF provision of €121 million pre-tax at 9/30/2008.

14

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)***
Third quarter 2010		1.29		16.4		76.9		72.8		5.13
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 the Group in any period because of the Group’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.

15

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)

(M€) (a)	3rd quarter 2010			2nd quarter 2010			3rd quarter 2009
Sales		40,180			41,329			33,628
Excise taxes		(4,952	)		(5,002	)		(4,812	)
Revenues from sales		35,228			36,327			28,816
Purchases, net of inventory variation		(23,918	)		(23,929	)		(18,940	)
Other operating expenses		(4,841	)		(4,833	)		(4,508	)
Exploration costs		(160	)		(292	)		(130	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,805	)		(1,757	)		(1,599	)
Other income		540			114			70
Other expense		(61	)		(114	)		(95	)
Financial interest on debt		(126	)		(113	)		(108	)
Financial income from marketable securities & cash equivalents		40			24			21
Cost of net debt		(86	)		(89	)		(87	)
Other financial income		111			142			67
Other financial expense		(103	)		(95	)		(90	)
Equity in income (loss) of affiliates		401			513			398
Income taxes		(2,426	)		(2,819	)		(1,927	)
Consolidated net income		2,880			3,168			1,975
Group share		2,827			3,101			1,923
Minority interests		53			67			52
Earnings per share (€)		1.27			1.39			0.86
Fully-diluted earnings per share (€)		1.26			1.38			0.86

(a) Except for per share amounts.

16

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

TOTAL

(unaudited)

(M€)	3rd  quarter 2010			2nd  quarter 2010			3rd  quarter 2009
Consolidated net income		2,880			3,168			1,975
Other comprehensive income
Currency translation adjustment		(3,527	)		3,149			(1,105	)
Available for sale financial assets		4			(49	)		11
Cash flow hedge		(38	)		(75	)		5
Share of other comprehensive income of associates, net amount		(200	)		242			(42	)
Other		(9	)		2			5
Tax effect		13			26			(8	)
Total other comprehensive income (net amount)		(3,757	)		3,295			(1,134	)
Comprehensive income		(877	)		6,463			841
- Group share		(865	)		6,368			860
- Minority interests		(12	)		95			(19	)

17

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)

(M€) (a)	9 months 2010			9 months 2009
Sales		119,112			95,099
Excise taxes		(14,396	)		(14,241	)
Revenues from sales		104,716			80,858
Purchases, net of inventory variation		(69,548	)		(50,468	)
Other operating expenses		(14,386	)		(13,907	)
Exploration costs		(667	)		(461	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(5,261	)		(4,755	)
Other income		814			191
Other expense		(387	)		(398	)
Financial interest on debt		(339	)		(419	)
Financial income from marketable securities & cash equivalents		88			116
Cost of net debt		(251	)		(303	)
Other financial income		324			466
Other financial expense		(293	)		(253	)
Equity in income (loss) of affiliates		1,438			1,258
Income taxes		(7,773	)		(5,706	)
Consolidated net income		8,726			6,522
Group share		8,541			6,382
Minority interests		185			140
Earnings per share (€)		3.82			2.86
Fully-diluted earnings per share (€)		3.81			2.85

(a) Except for per share amounts.

18

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

TOTAL

(unaudited)

(M€)	9 months 2010			9 months 2009
Consolidated net income		8,726			6,522
Other comprehensive income
Currency translation adjustment		1,469			(859	)
Available for sale financial assets		(48	)		50
Cash flow hedge		(89	)		63
Share of other comprehensive income of associates, net amount		275			51
Other		(6	)		(6	)
Tax effect		31			(31	)
Total other comprehensive income (net amount)		1,632			(732	)
Comprehensive income		10,358			5,790
- Group share		10,179			5,635
- Minority interests		179			155

19

CONSOLIDATED BALANCE SHEET

TOTAL

(M€)	September 30, 2010 (unaudited)			June 30, 2010 (unaudited)			December 31, 2009			September 30, 2009 (unaudited)
ASSETS
Non-current assets
Intangible assets, net		9,214			8,767			7,514			5,845
Property, plant and equipment, net		54,341			57,825			51,590			49,292
Equity affiliates : investments and loans		11,322			15,363			13,624			13,685
Other investments		4,825			1,220			1,162			1,187
Hedging instruments of non-current financial debt		1,760			1,812			1,025			983
Other non-current assets		3,210			3,437			3,081			3,179
Total non-current assets		84,672			88,424			77,996			74,171
Current assets
Inventories, net		14,171			15,130			13,867			12,002
Accounts receivable, net		17,435			18,193			15,719			14,198
Other current assets		8,332			8,289			8,198			8,141
Current financial assets		1,686			1,603			311			329
Cash and cash equivalents		18,247			14,832			11,662			13,775
Total current assets		59,871			58,047			49,757			48,445
Total assets		144,543			146,471			127,753			122,616
LIABILITIES & SHAREHOLDERS’ EQUITY
Shareholders’ equity
Common shares		5,872			5,872			5,871			5,869
Paid-in surplus and retained earnings		58,569			58,274			55,372			53,136
Currency translation adjustment		(3,286	)		381			(5,069	)		(5,744	)
Treasury shares		(3,572	)		(3,572	)		(3,622	)		(3,641	)
Total shareholders’ equity - Group Share		57,583			60,955			52,552			49,620
Minority interests		838			858			987			959
Total shareholders’ equity		58,421			61,813			53,539			50,579
Non-current liabilities
Deferred income taxes		9,757			10,328			8,948			8,894
Employee benefits		2,125			2,181			2,040			2,013
Provisions and other non-current liabilities		8,693			9,418			9,381			7,936
Total non-current liabilities		20,575			21,927			20,369			18,843
Non-current financial debt		21,566			22,813			19,437			19,146
Current liabilities
Accounts payable		16,191			17,557			15,383			13,916
Other creditors and accrued liabilities		17,254			13,462			11,908			13,951
Current borrowings		10,201			8,521			6,994			6,012
Other current financial liabilities		335			378			123			169
Total current liabilities		43,981			39,918			34,408			34,048
Total liabilities and shareholders’ equity		144,543			146,471			127,753			122,616

20

CONSOLIDATED STATEMENT OF CASH FLOW

TOTAL

(unaudited)

(M€)	3rd  quarter 2010			2nd  quarter 2010			3rd  quarter 2009
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income		2,880			3,168			1,975
Depreciation, depletion and amortization		1,912			1,996			1,673
Non-current liabilities, valuation allowances and deferred taxes		34			239			310
Impact of coverage of pension benefit plans		—			—			—
(Gains) losses on sales of assets		(445	)		(24	)		(50	)
Undistributed affiliates’ equity earnings		(154	)		79			(232	)
(Increase) decrease in working capital		649			(522	)		870
Other changes, net		28			6			(8	)
Cash flow from operating activities		4,904			4,942			4,538
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions		(2,913	)		(2,958	)		(2,849	)
Acquisitions of subsidiaries, net of cash acquired		(856	)		—			—
Investments in equity affiliates and other securities		(85	)		(244	)		(133	)
Increase in non-current loans		(238	)		(244	)		(274	)
Total expenditures		(4,092	)		(3,446	)		(3,256	)
Proceeds from disposal of intangible assets and property, plant and equipment		873			89			4
Proceeds from disposal of subsidiaries, net of cash sold		(11	)		321			—
Proceeds from disposal of non-current investments		125			348			698
Repayment of non-current loans		87			92			105
Total divestments		1,074			850			807
Cash flow used in investing activities		(3,018	)		(2,596	)		(2,449	)
CASH FLOW USED IN FINANCING ACTIVITIES
Issuance (repayment) of shares:
- Parent company shareholders		3			6			5
- Treasury shares		—			31			1
- Minority shareholders		—			—			—
Dividends paid:
- Parent company shareholders		—			(2,548	)		—
- Minority shareholders		(8	)		(82	)		15
Other transactions with minority shareholders		—			(450	)		—
Net issuance (repayment) of non-current debt		1,690			1,979			(617	)
Increase (decrease) in current borrowings		383			977			(1,948	)
Increase (decrease) in current financial assets and liabilities		(341	)		(453	)		—
Cash flow used in financing activities		1,727			(540	)		(2,544	)
Net increase (decrease) in cash and cash equivalents		3,613			1,806			(455	)
Effect of exchange rates		(198	)		72			(69	)
Cash and cash equivalents at the beginning of the period		14,832			12,954			14,299
Cash and cash equivalents at the end of the period		18,247			14,832			13,775

21

CONSOLIDATED STATEMENT OF CASH FLOW

TOTAL

(unaudited)

(M€)	9 months 2010			9 months 2009
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income		8,726			6,522
Depreciation, depletion and amortization		5,779			5,046
Non-current liabilities, valuation allowances and deferred taxes		328			523
Impact of coverage of pension benefit plans		—			—
(Gains) losses on sales of assets		(617	)		(96	)
Undistributed affiliates’ equity earnings		(337	)		(230	)
(Increase) decrease in working capital		1,162			(1,348	)
Other changes, net		65			54
Cash flow from operating activities		15,106			10,471
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions		(9,335	)		(8,645	)
Acquisitions of subsidiaries, net of cash acquired		(856	)		(156	)
Investments in equity affiliates and other securities		(398	)		(348	)
Increase in non-current loans		(658	)		(676	)
Total expenditures		(11,247	)		(9,825	)
Proceeds from disposal of intangible assets and property, plant and equipment		996			119
Proceeds from disposal of subsidiaries, net of cash sold		310			—
Proceeds from disposal of non-current investments		1,404			1,723
Repayment of non-current loans		262			295
Total divestments		2,972			2,137
Cash flow used in investing activities		(8,275	)		(7,688	)
CASH FLOW USED IN FINANCING ACTIVITIES
Issuance (repayment) of shares:
- Parent company shareholders		14			19
- Treasury shares		49			3
- Minority shareholders		—			—
Dividends paid:
- Parent company shareholders		(2,548	)		(2,541	)
- Minority shareholders		(90	)		(130	)
Other transactions with minority shareholders		(450	)		—
Net issuance (repayment) of non-current debt		3,732			4,237
Increase (decrease) in current borrowings		759			(3,015	)
Increase (decrease) in current financial assets and liabilities		(1,291	)		—
Cash flow used in financing activities		175			(1,427	)
Net increase (decrease) in cash and cash equivalents		7,006			1,356
Effect of exchange rates		(421	)		98
Cash and cash equivalents at the beginning of the period		11,662			12,321
Cash and cash equivalents at the end of the period		18,247			13,775

22

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 for the first nine months		—			—			6,382			—			—			—			6,382			140			6,522
Other comprehensive Income		—			—			121			(868	)		—			—			(747	)		15			(732	)
Comprehensive Income		—			—			6,503			(868	)		—			—			5,635			155			5,790
Dividend		—			—			(5,085	)		—			—			—			(5,085	)		(130	)		(5,215	)
Issuance of common shares		757,717			1			18			—			—			—			19			—			19
Purchase of treasury shares		—			—			—			—			—			—			—			—			—
Sale of treasury shares (1)		—			—			(143	)		—			2,396,234			146			3			—			3
Share-based payments		—			—			79			—			—			—			79			—			79
Other operations with minority interests		—			—			(23	)		—			—			—			(23	)		(24	)		(47	)
Share cancellation		(24,800,000	)		(62	)		(1,160	)		—			24,800,000			1,222			—			—			—
Transactions with shareholders		(24,042,283	)		(61	)		(6,314	)		—			27,196,234			1,368			(5,007	)		(154	)		(5,161	)
As of September 30, 2009		2,347,765,791			5,869			53,136			(5,744	)		(115,885,861	)		(3,641	)		49,620			959			50,579
Net income of the fourth quarter		—			—			2,065			—			—			—			2,065			42			2,107
Other comprehensive Income		—			—			125			675			—			—			800			45			845
Comprehensive Income		—			—			2,190			675			—			—			2,865			87			2,952
Dividend		—			—			(1	)		—			—			—			(1	)		(59	)		(60	)
Issuance of common shares		657,093			2			20			—			—			—			22			—			22
Purchase of treasury shares		—			—			—			—			—			—			—			—			—
Sale of treasury shares (1)		—			—			—			—			478,671			19			19			—			19
Share-based payments		—			—			27			—			—			—			27			—			27
Other operations with minority interests		—			—			—			—			—			—			—			—			—
Share cancellation		—			—			—			—			—			—			—			—			—
Transactions with shareholders		657,093			2			46			—			478,671			19			67			(59	)		8
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 for the first nine months		—			—			8,541			—			—			—			8,541			185			8,726
Other comprehensive Income		—			—			(155	)		1,793			—			—			1,638			(6	)		1,632
Comprehensive Income		—			—			8,386			1,793			—			—			10,179			179			10,358
Dividend		—			—			(5,096	)		—			—			—			(5,096	)		(90	)		(5,186	)
Issuance of common shares		408,017			1			13			—			—			—			14			—			14
Purchase of treasury shares		—			—			—			—			—			—			—			—			—
Sale of treasury shares (1)		—			—			(1	)		—			1,270,478			50			49			—			49
Share-based payments		—			—			97			—			—			—			97			—			97
Other operations with minority interests		—			—			(202	)		(10	)		—			—			(212	)		(238	)		(450	)
Share cancellation		—			—			—			—			—			—			—			—			—
Transactions with shareholders		408,017			1			(5,189	)		(10	)		1,270,478			50			(5,148	)		(328	)		(5,476	)
As of September 30, 2010		2,348,830,901			5,872			58,569			(3,286	)		(114,136,712	)		(3,572	)		57,583			838			58,421

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

23

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

3rd quarter 2010 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			4,410			31,307			4,460			3			—			40,180
Intersegment sales			5,660			1,149			243			44			(7,096	)		—
Excise taxes			—			(4,952	)		—			—			—			(4,952	)
Revenues from sales			10,070			27,504			4,703			47			(7,096	)		35,228
Operating expenses			(4,562	)		(27,002	)		(4,308	)		(143	)		7,096			(28,919	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(1,333	)		(336	)		(127	)		(9	)		—			(1,805	)
Operating income			4,175			166			268			(105	)		—			4,504
Equity in income (loss) of affiliates and other items			595			101			43			149			—			888
Tax on net operating income			(2,386	)		(27	)		(82	)		44			—			(2,451	)
Net operating income			2,384			240			229			88			—			2,941
Net cost of net debt																		(61	)
Minority interests																		(53	)
Net income																		2,827
3rd quarter 2010 (adjustments) (a) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses			—			(71	)		(33	)		—						(104	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(15	)		—			—			—						(15	)
Operating income (b)			(15	)		(71	)		(33	)		—						(119	)
Equity in income (loss) of affiliates and other items (c)			85			25			(6	)		139						243
Tax on net operating income			191			22			12			(3	)					222
Net operating income (b)			261			(24	)		(27	)		136						346
Net cost of net debt																		—
Minority interests																		6
Net income																		352
(a)	Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.
(b)	Of which inventory valuation effect
	On operating income		—			(71	)		(33	)		—
	On net operating income		—			(24	)		(30	)		—
(c)	Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			—
3rd quarter 2010 (adjusted) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			4,410			31,307			4,460			3			—			40,180
Intersegment sales			5,660			1,149			243			44			(7,096	)		—
Excise taxes			—			(4,952	)		—			—			—			(4,952	)
Revenues from sales			10,070			27,504			4,703			47			(7,096	)		35,228
Operating expenses			(4,562	)		(26,931	)		(4,275	)		(143	)		7,096			(28,815	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(1,318	)		(336	)		(127	)		(9	)		—			(1,790	)
Adjusted operating income			4,190			237			301			(105	)		—			4,623
Equity in income (loss) of affiliates and other items			510			76			49			10			—			645
Tax on net operating income			(2,577	)		(49	)		(94	)		47			—			(2,673	)
Adjusted net operating income			2,123			264			256			(48	)		—			2,595
Net cost of net debt																		(61	)
Minority interests																		(59	)
Adjusted net income																		2,475
3rd quarter 2010 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures			3,400			568			111			13						4,092
Total divestments			1,035			28			(10	)		21						1,074
Cash flow from operating activities			2,831			900			215			958						4,904

24

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, until June 30, 2010, 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

25

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

3rd quarter 2009 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			3,318			26,409			3,892			9			—			33,628
Intersegment sales			4,149			923			241			36			(5,349	)		—
Excise taxes			—			(4,812	)		—			—			—			(4,812	)
Revenues from sales			7,467			22,520			4,133			45			(5,349	)		28,816
Operating expenses			(3,086	)		(21,982	)		(3,746	)		(113	)		5,349			(23,578	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(1,145	)		(307	)		(139	)		(8	)		—			(1,599	)
Operating income			3,236			231			248			(76	)		—			3,639
Equity in income (loss) of affiliates and other items			119			46			19			166			—			350
Tax on net operating income			(1,885	)		(51	)		(73	)		54			—			(1,955	)
Net operating income			1,470			226			194			144			—			2,034
Net cost of net debt																		(59	)
Minority interests																		(52	)
Net income																		1,923
3rd quarter 2009 (adjustments) (a) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses			—			148			60			—						208
Depreciation, depletion and amortization of tangible assets and mineral interests			—			—			(3	)		—						(3	)
Operating income (b)			—			148			57			—						205
Equity in income (loss) of affiliates and other items (c)			(31	)		(19	)		(8	)		(22	)					(80	)
Tax on net operating income			—			(49	)		(16	)		(1	)					(66	)
Net operating income (b)			(31	)		80			33			(23	)					59
Net cost of net debt																		—
Minority interests																		(5	)
Net income																		54
(a)	Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.
(b)	Of which inventory valuation effect
	On operating income		—			150			64			—
	On net operating income		—			81			45			—
(c)	Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(70	)
3rd quarter 2009 (adjusted) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			3,318			26,409			3,892			9			—			33,628
Intersegment sales			4,149			923			241			36			(5,349	)		—
Excise taxes			—			(4,812	)		—			—			—			(4,812	)
Revenues from sales			7,467			22,520			4,133			45			(5,349	)		28,816
Operating expenses			(3,086	)		(22,130	)		(3,806	)		(113	)		5,349			(23,786	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(1,145	)		(307	)		(136	)		(8	)		—			(1,596	)
Adjusted operating income			3,236			83			191			(76	)		—			3,434
Equity in income (loss) of affiliates and other items			150			65			27			188			—			430
Tax on net operating income			(1,885	)		(2	)		(57	)		55			—			(1,889	)
Adjusted net operating income			1,501			146			161			167			—			1,975
Net cost of net debt																		(59	)
Minority interests																		(47	)
Adjusted net income																		1,869
3rd quarter 2009 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures			2,512			607			112			25						3,256
Total divestments			87			23			13			684						807
Cash flow from operating activities			2,854			944			300			440						4,538

26

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

9 months 2010 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			13,525			92,305			13,272			10			—			119,112
Intersegment sales			16,679			3,624			750			131			(21,184	)		—
Excise taxes			—			(14,396	)		—			—			—			(14,396	)
Revenues from sales			30,204			81,533			14,022			141			(21,184	)		104,716
Operating expenses			(13,380	)		(79,083	)		(12,861	)		(461	)		21,184			(84,601	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(3,881	)		(959	)		(393	)		(28	)		—			(5,261	)
Operating income			12,943			1,491			768			(348	)		—			14,854
Equity in income (loss) of affiliates and other items			893			256			166			581			—			1,896
Tax on net operating income			(7,381	)		(441	)		(220	)		186			—			(7,856	)
Net operating income			6,455			1,306			714			419			—			8,894
Net cost of net debt																		(168	)
Minority interests																		(185	)
Net income																		8,541
9 months 2010 (adjustments) (a) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses			—			514			16			—						530
Depreciation, depletion and amortization of tangible assets and mineral interests			(15	)		—			(8	)		—						(23	)
Operating income (b)			(15	)		514			8			—						507
Equity in income (loss) of affiliates and other items (c)			(61	)		66			16			223						244
Tax on net operating income			234			(176	)		3			(5	)					56
Net operating income (b)			158			404			27			218						807
Net cost of net debt																		—
Minority interests																		2
Net income																		809
(a)	Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.
(b)	Of which inventory valuation effect
	On operating income		—			564			32			—
	On net operating income		—			443			20			—
(c)	Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(81	)
9 months 2010 (adjusted) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			13,525			92,305			13,272			10			—			119,112
Intersegment sales			16,679			3,624			750			131			(21,184	)		—
Excise taxes			—			(14,396	)		—			—			—			(14,396	)
Revenues from sales			30,204			81,533			14,022			141			(21,184	)		104,716
Operating expenses			(13,380	)		(79,597	)		(12,877	)		(461	)		21,184			(85,131	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(3,866	)		(959	)		(385	)		(28	)		—			(5,238	)
Adjusted operating income			12,958			977			760			(348	)		—			14,347
Equity in income (loss) of affiliates and other items			954			190			150			358			—			1,652
Tax on net operating income			(7,615	)		(265	)		(223	)		191			—			(7,912	)
Adjusted net operating income			6,297			902			687			201			—			8,087
Net cost of net debt																		(168	)
Minority interests																		(187	)
Adjusted net income																		7,732
9 months 2010 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures			9,266			1,586			349			46						11,247
Total divestments			1,296			66			324			1,286						2,972
Cash flow from operating activities			11,665			2,396			602			443						15,106

27

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

9 months 2009 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			11,192			73,095			10,794			18			—			95,099
Intersegment sales			11,498			2,569			517			115			(14,699	)		—
Excise taxes			—			(14,241	)		—			—			—			(14,241	)
Revenues from sales			22,690			61,423			11,311			133			(14,699	)		80,858
Operating expenses			(10,453	)		(58,235	)		(10,381	)		(466	)		14,699			(64,836	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(3,266	)		(990	)		(474	)		(25	)		—			(4,755	)
Operating income			8,971			2,198			456			(358	)		—			11,267
Equity in income (loss) of affiliates and other items			691			173			(102	)		502			—			1,264
Tax on net operating income			(5,298	)		(632	)		(72	)		197			—			(5,805	)
Net operating income			4,364			1,739			282			341			—			6,726
Net cost of net debt																		(204	)
Minority interests																		(140	)
Net income																		6,382
9 months 2009 (adjustments) (a) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses			—			1,245			319			—						1,564
Depreciation, depletion and amortization of tangible assets and mineral interests			—			(62	)		(46	)		—						(108	)
Operating income (b)			—			1,183			273			—						1,456
Equity in income (loss) of affiliates and other items (c)			(70	)		44			(146	)		(163	)					(335	)
Tax on net operating income			—			(390	)		(45	)		(1	)					(436	)
Net operating income (b)			(70	)		837			82			(164	)					685
Net cost of net debt																		—
Minority interests																		(6	)
Net income																		679
(a)	Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.
(b)	Of which inventory valuation effect
	On operating income		—			1,428			328			—
	On net operating income		—			1,026			216			—
(c)	Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(252	)
9 months 2009 (adjusted) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			11,192			73,095			10,794			18			—			95,099
Intersegment sales			11,498			2,569			517			115			(14,699	)		—
Excise taxes			—			(14,241	)		—			—			—			(14,241	)
Revenues from sales			22,690			61,423			11,311			133			(14,699	)		80,858
Operating expenses			(10,453	)		(59,480	)		(10,700	)		(466	)		14,699			(66,400	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(3,266	)		(928	)		(428	)		(25	)		—			(4,647	)
Adjusted operating income			8,971			1,015			183			(358	)		—			9,811
Equity in income (loss) of affiliates and other items			761			129			44			665			—			1,599
Tax on net operating income			(5,298	)		(242	)		(27	)		198			—			(5,369	)
Adjusted net operating income			4,434			902			200			505			—			6,041
Net cost of net debt																		(204	)
Minority interests																		(134	)
Adjusted net income																		5,703
9 months 2009 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures			7,426			1,927			406			66						9,825
Total divestments			321			85			27			1,704						2,137
Cash flow from operating activities			7,375			2,564			758			(226	)					10,471

28

CONSOLIDATED STATEMENT OF INCOME (Impact of adjustments)

TOTAL

(unaudited)

3rd quarter 2010 (M€)	Adjusted			Adjustments			Consolidated statement of income
Sales		40,180			—			40,180
Excise taxes		(4,952	)		—			(4,952	)
Revenues from sales		35,228			—			35,228
Purchases net of inventory variation		(23,814	)		(104	)		(23,918	)
Other operating expenses		(4,841	)		—			(4,841	)
Exploration costs		(160	)		—			(160	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,790	)		(15	)		(1,805	)
Other income		223			317			540
Other expense		(41	)		(20	)		(61	)
Financial interest on debt		(126	)		—			(126	)
Financial income from marketable securities & cash equivalents		40			—			40
Cost of net debt		(86	)		—			(86	)
Other financial income		111			—			111
Other financial expense		(103	)		—			(103	)
Equity in income (loss) of affiliates		455			(54	)		401
Income taxes		(2,648	)		222			(2,426	)
Consolidated net income		2,534			346			2,880
Group share		2,475			352			2,827
Minority interests		59			(6	)		53
3rd quarter 2009 (M€)	Adjusted			Adjustments			Consolidated statement of income
Sales		33,628			—			33,628
Excise taxes		(4,812	)		—			(4,812	)
Revenues from sales		28,816			—			28,816
Purchases net of inventory variation		(19,154	)		214			(18,940	)
Other operating expenses		(4,502	)		(6	)		(4,508	)
Exploration costs		(130	)		—			(130	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,596	)		(3	)		(1,599	)
Other income		22			48			70
Other expense		(54	)		(41	)		(95	)
Financial interest on debt		(108	)		—			(108	)
Financial income from marketable securities & cash equivalents		21			—			21
Cost of net debt		(87	)		—			(87	)
Other financial income		67			—			67
Other financial expense		(90	)		—			(90	)
Equity in income (loss) of affiliates		485			(87	)		398
Income taxes		(1,861	)		(66	)		(1,927	)
Consolidated net income		1,916			59			1,975
Group share		1,869			54			1,923
Minority interests		47			5			52

29

CONSOLIDATED STATEMENT OF INCOME (Impact of adjustments)

TOTAL

(unaudited)

9 months 2010 (M€)	Adjusted			Adjustments			Consolidated statement of income
Sales		119,112			—			119,112
Excise taxes		(14,396	)		—			(14,396	)
Revenues from sales		104,716			—			104,716
Purchases net of inventory variation		(70,144	)		596			(69,548	)
Other operating expenses		(14,320	)		(66	)		(14,386	)
Exploration costs		(667	)		—			(667	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(5,238	)		(23	)		(5,261	)
Other income		303			511			814
Other expense		(208	)		(179	)		(387	)
Financial interest on debt		(339	)		—			(339	)
Financial income from marketable securities & cash equivalents		88			—			88
Cost of net debt		(251	)		—			(251	)
Other financial income		324			—			324
Other financial expense		(293	)		—			(293	)
Equity in income (loss) of affiliates		1,526			(88	)		1,438
Income taxes		(7,829	)		56			(7,773	)
Consolidated net income		7,919			807			8,726
Group share		7,732			809			8,541
Minority interests		187			(2	)		185
9 months 2009 (M€)	Adjusted			Adjustments			Consolidated statement of income
Sales		95,099			—			95,099
Excise taxes		(14,241	)		—			(14,241	)
Revenues from sales		80,858			—			80,858
Purchases net of inventory variation		(52,224	)		1,756			(50,468	)
Other operating expenses		(13,715	)		(192	)		(13,907	)
Exploration costs		(461	)		—			(461	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(4,647	)		(108	)		(4,755	)
Other income		102			89			191
Other expense		(167	)		(231	)		(398	)
Financial interest on debt		(419	)		—			(419	)
Financial income from marketable securities & cash equivalents		116			—			116
Cost of net debt		(303	)		—			(303	)
Other financial income		466			—			466
Other financial expense		(253	)		—			(253	)
Equity in income (loss) of affiliates		1,451			(193	)		1,258
Income taxes		(5,270	)		(436	)		(5,706	)
Consolidated net income		5,837			685			6,522
Group share		5,703			679			6,382
Minority interests		134			6			140

30

TOTAL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIRST NINE MONTHS OF 2010

(unaudited)

1) Accounting policies

The interim consolidated financial statements of TOTAL S.A. and its subsidiaries (the Group) as of September 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 September 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 nine 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.

31

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

During the first nine months of 2010, the main changes in the Group structure, main acquisitions and divestments are the following:

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 and loss of significant influence over Sanofi-Aventis

During the first nine months of 2010, TOTAL progressively sold 1.72% of Sanofi-Aventis’ share capital, thus reducing its interest to 5.67%.

As from July 1, 2010, given its reduced participation to 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 and no longer consolidates this investment under the equity method. The investment in Sanofi-Aventis is accounted for as a financial asset available for sale in the line “Other investments” of the balance sheet at its fair value, i.e. at the stock price.

Net income as of September 30, 2010 includes a €135 million gain relating to this change in the accounting treatment.

Acquisition of UTS Corporation with its 20% interest in the Canadian Fort Hills

Total E&P Canada Ltd., a TOTAL subsidiary, signed in July 2010 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.

Total E&P Canada completed on September 30, 2010 the acquisition of all UTS shares for a cash amount of 3.08 Canadian dollars (CAD) per share. Taking into account the cash held by UTS and acquired by TOTAL (CAD 365 million), the cost of the acquisition for TOTAL amounts to approximately CAD 1,130 million.

Sale of interests in the Valhall and Hod fields

TOTAL completed in September 2010 an agreement for the sale to BP and Hess of its interests in the Valhall (15.72%) and Hod (25%) fields, in the Norwegian North Sea, for an amount of $991 million.

Acquisition of a 20% interest in GLNG Project in Australia

TOTAL announced in September 2010 the signature of an agreement with Santos and Petronas to acquire a 20% interest in the GLNG project in Australia, for $750 million, Santos and Petronas transferring 15% and 5% respectively to TOTAL.

32

Upon completion of this transaction, the project will bring together Santos (45%, operator), Petronas (35%) and TOTAL (20%).

3) Adjustment items

Financial information by business segment is reported in accordance with the internal reporting system and shows internal segment information that is used to manage and measure the performance of TOTAL.

Performance indicators excluding the adjustment items, such as adjusted operating income, adjusted net operating income, and adjusted net income are meant to facilitate the analysis of the financial performance and the comparison of income between periods.

Adjustment items include:

(i) Special items

Due to their unusual nature or particular significance, certain transactions qualified as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in some instances, transactions such as restructuring costs or asset disposals, which are not considered to be representative of the normal course of business, may be qualified as special items although they may have occurred within prior years or are likely to occur again within the coming years.

(ii) Inventory valuation effect

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

In the replacement cost method, which approximates the LIFO (Last-In, First-Out) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period. The inventory valuation effect is the difference between the results according to FIFO (First-In, First-Out) and the replacement cost.

(iii) Until June 30, 2010, TOTAL’s equity share of adjustment items reconciling “Business net income” and Net income attributable to equity holders of Sanofi-Aventis (see note 2, paragraph “Sales of Sanofi-Aventis shares and loss of significant influence over 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, until June 30, 2010, excluding TOTAL’s equity share of adjustment items related to Sanofi-Aventis.

33

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

ADJUSTMENTS TO OPERATING INCOME

(M€)		Upstream			Downstream			Chemicals			Corporate		Total
3rd quarter 2010	Inventory valuation effect		—			(71	)		(33	)		—		(104	)
	Restructuring charges		—			—			—			—		—
	Asset impairment charges		(15	)		—			—			—		(15	)
	Other items		—			—			—			—		—
Total			(15	)		(71	)		(33	)		—		(119	)
3rd quarter 2009	Inventory valuation effect		—			150			64			—		214
	Restructuring charges		—			—			—			—		—
	Asset impairment charges		—			—			(3	)		—		(3	)
	Other items		—			(2	)		(4	)		—		(6	)
Total			—			148			57			—		205
9 months 2010	Inventory valuation effect		—			564			32			—		596
	Restructuring charges		—			—			—			—		—
	Asset impairment charges		(15	)		—			(8	)		—		(23	)
	Other items		—			(50	)		(16	)		—		(66	)
Total			(15	)		514			8			—		507
9 months 2009	Inventory valuation effect		—			1,428			328			—		1,756
	Restructuring charges		—			—			—			—		—
	Asset impairment charges		—			(62	)		(46	)		—		(108	)
	Other items		—			(183	)		(9	)		—		(192	)
Total			—			1,183			273			—		1,456

ADJUSTMENTS TO NET INCOME GROUP SHARE

(M€)		Upstream			Downstream			Chemicals			Corporate			Total
3rd  quarter 2010	Inventory valuation effect		—			(18	)		(30	)		—			(48	)
	TOTAL’s equity share of adjustments related to Sanofi-Aventis		—			—			—			—			—
	Restructuring charges		—			—			(1	)		—			(1	)
	Asset impairment charges		(101	)		—			—			—			(101	)
	Gains (losses) on disposals of assets		362			—			4			136			502
	Other items		—			—			—			—			—
Total			261			(18	)		(27	)		136			352
3rd  quarter 2009	Inventory valuation effect		—			77			45			—			122
	TOTAL’s equity share of adjustments related to Sanofi-Aventis		—			—			—			(70	)		(70	)
	Restructuring charges		—			—			(7	)		—			(7	)
	Asset impairment charges		—			—			(2	)		—			(2	)
	Gains (losses) on disposals of assets		—			—			—			46			46
	Other items		(31	)		(1	)		(3	)		—			(35	)
Total			(31	)		76			33			(24	)		54
9 months 2010	Inventory valuation effect		—			445			20			—			465
	TOTAL’s equity share of adjustments related to Sanofi-Aventis		—			—			—			(81	)		(81	)
	Restructuring charges		—			—			(11	)		—			(11	)
	Asset impairment charges		(160	)		—			(6	)		—			(166	)
	Gains (losses) on disposals of assets		362			—			33			299			694
	Other items		(44	)		(39	)		(9	)		—			(92	)
Total			158			406			27			218			809
9 months 2009	Inventory valuation effect		—			1,021			216			—			1,237
	TOTAL’s equity share of adjustments related to Sanofi-Aventis		—			—			—			(252	)		(252	)
	Restructuring charges		—			(16	)		(96	)		—			(112	)
	Asset impairment charges		—			(41	)		(32	)		—			(73	)
	Gains (losses) on disposals of assets		—			—			—			87			87
	Other items		(70	)		(132	)		(6	)		—			(208	)
Total			(70	)		832			82			(165	)		679

34

4) Shareholders’ equity

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

As of September 30, 2010, TOTAL S.A. held 13,805,444 of its own shares, representing 0.59% of its share capital, detailed as follows:

• 8,810,952 shares allocated to TOTAL restricted shares plans for Group employees; and

• 4,994,492 shares intended to be allocated to new TOTAL share purchase option plans or to new restricted shares plans.

These 13,805,444 shares are deducted from the consolidated shareholders’ equity.

TOTAL shares held by Group subsidiaries

As of September 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. It will be paid on November 17, 2010.

35

Other Comprehensive Income

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

(M€)	9 months 2010					9 months 2009
Currency translation adjustment				1,469					(859	)
- unrealized gain/(loss) of the period		1,472					(858	)
- less gain/(loss) included in net income		3					1
Available for sale financial assets				(48	)				50
- unrealized gain/(loss) of the period		1					50
- less gain/(loss) included in net income		49					—
Cash flow hedge				(89	)				63
- unrealized gain/(loss) of the period		(170	)				301
- less gain/(loss) included in net income		(81	)				238
Share of other comprehensive income of equity affiliates, net amount				275					51
Other				(6	)				(6	)
- unrealized gain/(loss) of the period		(6	)				(6	)
- less gain/(loss) included in net income		—					—
Tax effect				31					(31	)
Total other comprehensive income, net amount				1,632					(732	)

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

	9 months 2010								9 months 2009
(M€)	Pre-tax amount			Tax effect		Net amount			Pre-tax amount			Tax effect			Net amount
Currency translation adjustment		1,469					1,469			(859	)					(859	)
Available for sale financial assets		(48	)		2		(46	)		50			(10	)		40
Cash flow hedge		(89	)		29		(60	)		63			(21	)		42
Share of other comprehensive income of equity affiliates, net amount		275					275			51						51
Other		(6	)				(6	)		(6	)					(6	)
Total other comprehensive income		1,601			31		1,632			(701	)		(31	)		(732	)

5) Non-current financial debt

The Group issued bonds through its subsidiary Total Capital during the first nine 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)

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

• Bond 5.750% 2010-2014 (150 million AUD)

• Bond 2.500% 2010-2014 (150 million CAD)

• Bond 4.750% 2010-2014 (100 million NZD)

• Bond 3.125% 2010-2022 (500 million EUR)

• Bond 2.250% 2010-2016 (1,000 million USD)

36

The Group reimbursed bonds during the first nine 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 nine 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.

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.

⁽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.

37

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 September 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.

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. The pleadings before Supreme Court are scheduled to take place in the first half 2011.

38

The Group carries insurance for damage to its interests in these facilities, business interruption and civil liability claims from third parties. With respect to civil liability the provision recorded in the Group’s consolidated financial statements as of September 30, 2010 amounts to €222 million after payments already completed.

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. The TOTAL’s British subsidiary has decided not to appeal the judgment.

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.

39

8) Information by business segment

9 months 2010 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			13,525			92,305			13,272			10			—			119,112
Intersegment sales			16,679			3,624			750			131			(21,184	)		—
Excise taxes			—			(14,396	)		—			—			—			(14,396	)
Revenues from sales			30,204			81,533			14,022			141			(21,184	)		104,716
Operating expenses			(13,380	)		(79,083	)		(12,861	)		(461	)		21,184			(84,601	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(3,881	)		(959	)		(393	)		(28	)		—			(5,261	)
Operating income			12,943			1,491			768			(348	)		—			14,854
Equity in income (loss) of affiliates and other items			893			256			166			581			—			1,896
Tax on net operating income			(7,381	)		(441	)		(220	)		186			—			(7,856	)
Net operating income			6,455			1,306			714			419			—			8,894
Net cost of net debt																		(168	)
Minority interests																		(185	)
Net income																		8,541
9 months 2010 (adjustments) (a) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses			—			514			16			—						530
Depreciation, depletion and amortization of tangible assets and mineral interests			(15	)		—			(8	)		—						(23	)
Operating income (b)			(15	)		514			8			—						507
Equity in income (loss) of affiliates and other items (c)			(61	)		66			16			223						244
Tax on net operating income			234			(176	)		3			(5	)					56
Net operating income (b)			158			404			27			218						807
Net cost of net debt																		—
Minority interests																		2
Net income																		809
(a)	Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.
(b)	Of which inventory valuation effect
	On operating income		—			564			32			—
	On net operating income		—			443			20			—
(c)	Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(81	)
9 months 2010 (adjusted) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			13,525			92,305			13,272			10			—			119,112
Intersegment sales			16,679			3,624			750			131			(21,184	)		—
Excise taxes			—			(14,396	)		—			—			—			(14,396	)
Revenues from sales			30,204			81,533			14,022			141			(21,184	)		104,716
Operating expenses			(13,380	)		(79,597	)		(12,877	)		(461	)		21,184			(85,131	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(3,866	)		(959	)		(385	)		(28	)		—			(5,238	)
Adjusted operating income			12,958			977			760			(348	)		—			14,347
Equity in income (loss) of affiliates and other items			954			190			150			358			—			1,652
Tax on net operating income			(7,615	)		(265	)		(223	)		191			—			(7,912	)
Adjusted net operating income			6,297			902			687			201			—			8,087
Net cost of net debt																		(168	)
Minority interests																		(187	)
Adjusted net income																		7,732
9 months 2010 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures			9,266			1,586			349			46						11,247
Total divestments			1,296			66			324			1,286						2,972
Cash flow from operating activities			11,665			2,396			602			443						15,106

40

9 months 2009 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			11,192			73,095			10,794			18			—			95,099
Intersegment sales			11,498			2,569			517			115			(14,699	)		—
Excise taxes			—			(14,241	)		—			—			—			(14,241	)
Revenues from sales			22,690			61,423			11,311			133			(14,699	)		80,858
Operating expenses			(10,453	)		(58,235	)		(10,381	)		(466	)		14,699			(64,836	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(3,266	)		(990	)		(474	)		(25	)		—			(4,755	)
Operating income			8,971			2,198			456			(358	)		—			11,267
Equity in income (loss) of affiliates and other items			691			173			(102	)		502			—			1,264
Tax on net operating income			(5,298	)		(632	)		(72	)		197			—			(5,805	)
Net operating income			4,364			1,739			282			341			—			6,726
Net cost of net debt																		(204	)
Minority interests																		(140	)
Net income																		6,382
9 months 2009 (adjustments) (a) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses			—			1,245			319			—						1,564
Depreciation, depletion and amortization of tangible assets and mineral interests			—			(62	)		(46	)		—						(108	)
Operating income (b)			—			1,183			273			—						1,456
Equity in income (loss) of affiliates and other items (c)			(70	)		44			(146	)		(163	)					(335	)
Tax on net operating income			—			(390	)		(45	)		(1	)					(436	)
Net operating income (b)			(70	)		837			82			(164	)					685
Net cost of net debt																		—
Minority interests																		(6	)
Net income																		679
(a)	Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.
(b)	Of which inventory valuation effect
	On operating income		—			1,428			328			—
	On net operating income		—			1,026			216			—
(c)	Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(252	)
9 months 2009 (adjusted) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			11,192			73,095			10,794			18			—			95,099
Intersegment sales			11,498			2,569			517			115			(14,699	)		—
Excise taxes			—			(14,241	)		—			—			—			(14,241	)
Revenues from sales			22,690			61,423			11,311			133			(14,699	)		80,858
Operating expenses			(10,453	)		(59,480	)		(10,700	)		(466	)		14,699			(66,400	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(3,266	)		(928	)		(428	)		(25	)		—			(4,647	)
Adjusted operating income			8,971			1,015			183			(358	)		—			9,811
Equity in income (loss) of affiliates and other items			761			129			44			665			—			1,599
Tax on net operating income			(5,298	)		(242	)		(27	)		198			—			(5,369	)
Adjusted net operating income			4,434			902			200			505			—			6,041
Net cost of net debt																		(204	)
Minority interests																		(134	)
Adjusted net income																		5,703
9 months 2009 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures			7,426			1,927			406			66						9,825
Total divestments			321			85			27			1,704						2,137
Cash flow from operating activities			7,375			2,564			758			(226	)					10,471

41

3rd quarter 2010 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			4,410			31,307			4,460			3			—			40,180
Intersegment sales			5,660			1,149			243			44			(7,096	)		—
Excise taxes			—			(4,952	)		—			—			—			(4,952	)
Revenues from sales			10,070			27,504			4,703			47			(7,096	)		35,228
Operating expenses			(4,562	)		(27,002	)		(4,308	)		(143	)		7,096			(28,919	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(1,333	)		(336	)		(127	)		(9	)		—			(1,805	)
Operating income			4,175			166			268			(105	)		—			4,504
Equity in income (loss) of affiliates and other items			595			101			43			149			—			888
Tax on net operating income			(2,386	)		(27	)		(82	)		44			—			(2,451	)
Net operating income			2,384			240			229			88			—			2,941
Net cost of net debt																		(61	)
Minority interests																		(53	)
Net income																		2,827
3rd quarter 2010 (adjustments) (a) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses			—			(71	)		(33	)		—						(104	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(15	)		—			—			—						(15	)
Operating income (b)			(15	)		(71	)		(33	)		—						(119	)
Equity in income (loss) of affiliates and other items (c)			85			25			(6	)		139						243
Tax on net operating income			191			22			12			(3	)					222
Net operating income (b)			261			(24	)		(27	)		136						346
Net cost of net debt																		—
Minority interests																		6
Net income																		352
(a)	Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.
(b)	Of which inventory valuation effect		—			(71	)		(33	)		—
	On operating income		—			(24	)		(30	)		—
	On net operating income		—			—			—			—
(c)	Of which equity share of adjustments related to Sanofi-Aventis
3rd quarter 2010 (adjusted) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			4,410			31,307			4,460			3			—			40,180
Intersegment sales			5,660			1,149			243			44			(7,096	)		—
Excise taxes			—			(4,952	)		—			—			—			(4,952	)
Revenues from sales			10,070			27,504			4,703			47			(7,096	)		35,228
Operating expenses			(4,562	)		(26,931	)		(4,275	)		(143	)		7,096			(28,815	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(1,318	)		(336	)		(127	)		(9	)		—			(1,790	)
Adjusted operating income			4,190			237			301			(105	)		—			4,623
Equity in income (loss) of affiliates and other items			510			76			49			10			—			645
Tax on net operating income			(2,577	)		(49	)		(94	)		47			—			(2,673	)
Adjusted net operating income			2,123			264			256			(48	)		—			2,595
Net cost of net debt																		(61	)
Minority interests																		(59	)
Adjusted net income																		2,475
3rd quarter 2010 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures			3,400			568			111			13						4,092
Total divestments			1,035			28			(10	)		21						1,074
Cash flow from operating activities			2,831			900			215			958						4,904

42

3rd quarter 2009 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			3,318			26,409			3,892			9			—			33,628
Intersegment sales			4,149			923			241			36			(5,349	)		—
Excise taxes			—			(4,812	)		—			—			—			(4,812	)
Revenues from sales			7,467			22,520			4,133			45			(5,349	)		28,816
Operating expenses			(3,086	)		(21,982	)		(3,746	)		(113	)		5,349			(23,578	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(1,145	)		(307	)		(139	)		(8	)		—			(1,599	)
Operating income			3,236			231			248			(76	)		—			3,639
Equity in income (loss) of affiliates and other items			119			46			19			166			—			350
Tax on net operating income			(1,885	)		(51	)		(73	)		54			—			(1,955	)
Net operating income			1,470			226			194			144			—			2,034
Net cost of net debt																		(59	)
Minority interests																		(52	)
Net income																		1,923
3rd quarter 2009 (adjustments) (a) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses			—			148			60			—						208
Depreciation, depletion and amortization of tangible assets and mineral interests			—			—			(3	)		—						(3	)
Operating income (b)			—			148			57			—						205
Equity in income (loss) of affiliates and other items (c)			(31	)		(19	)		(8	)		(22	)					(80	)
Tax on net operating income			—			(49	)		(16	)		(1	)					(66	)
Net operating income (b)			(31	)		80			33			(23	)					59
Net cost of net debt																		—
Minority interests																		(5	)
Net income																		54
(a)	Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.
(b)	Of which inventory valuation effect
	On operating income		—			150			64			—
	On net operating income		—			81			45			—
(c)	Of which equity share of adjustments related to Sanofi-Aventis		—			—			—			(70	)
3rd quarter 2009 (adjusted) (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales			3,318			26,409			3,892			9			—			33,628
Intersegment sales			4,149			923			241			36			(5,349	)		—
Excise taxes			—			(4,812	)		—			—			—			(4,812	)
Revenues from sales			7,467			22,520			4,133			45			(5,349	)		28,816
Operating expenses			(3,086	)		(22,130	)		(3,806	)		(113	)		5,349			(23,786	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(1,145	)		(307	)		(136	)		(8	)		—			(1,596	)
Adjusted operating income			3,236			83			191			(76	)		—			3,434
Equity in income (loss) of affiliates and other items			150			65			27			188			—			430
Tax on net operating income			(1,885	)		(2	)		(57	)		55			—			(1,889	)
Adjusted net operating income			1,501			146			161			167			—			1,975
Net cost of net debt																		(59	)
Minority interests																		(47	)
Adjusted net income																		1,869
3rd quarter 2009 (M€)		Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Total expenditures			2,512			607			112			25						3,256
Total divestments			87			23			13			684						807
Cash flow from operating activities			2,854			944			300			440						4,538

43

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

9 months 2010 (M€)	Adjusted			Adjustments			Consolidated statement of income
Sales		119,112			—			119,112
Excise taxes		(14,396	)		—			(14,396	)
Revenues from sales		104,716			—			104,716
Purchases net of inventory variation		(70,144	)		596			(69,548	)
Other operating expenses		(14,320	)		(66	)		(14,386	)
Exploration costs		(667	)		—			(667	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(5,238	)		(23	)		(5,261	)
Other income		303			511			814
Other expense		(208	)		(179	)		(387	)
Financial interest on debt		(339	)		—			(339	)
Financial income from marketable securities & cash equivalents		88			—			88
Cost of net debt		(251	)		—			(251	)
Other financial income		324			—			324
Other financial expense		(293	)		—			(293	)
Equity in income (loss) of affiliates		1,526			(88	)		1,438
Income taxes		(7,829	)		56			(7,773	)
Consolidated net income		7,919			807			8,726
Group share		7,732			809			8,541
Minority interests		187			(2	)		185
9 months 2009 (M€)	Adjusted			Adjustments			Consolidated statement of income
Sales		95,099			—			95,099
Excise taxes		(14,241	)		—			(14,241	)
Revenues from sales		80,858			—			80,858
Purchases net of inventory variation		(52,224	)		1,756			(50,468	)
Other operating expenses		(13,715	)		(192	)		(13,907	)
Exploration costs		(461	)		—			(461	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(4,647	)		(108	)		(4,755	)
Other income		102			89			191
Other expense		(167	)		(231	)		(398	)
Financial interest on debt		(419	)		—			(419	)
Financial income from marketable securities & cash equivalents		116			—			116
Cost of net debt		(303	)		—			(303	)
Other financial income		466			—			466
Other financial expense		(253	)		—			(253	)
Equity in income (loss) of affiliates		1,451			(193	)		1,258
Income taxes		(5,270	)		(436	)		(5,706	)
Consolidated net income		5,837			685			6,522
Group share		5,703			679			6,382
Minority interests		134			6			140

44

3rd quarter 2010 (M€)	Adjusted			Adjustments			Consolidated statement of income
Sales		40,180			—			40,180
Excise taxes		(4,952	)		—			(4,952	)
Revenues from sales		35,228			—			35,228
Purchases net of inventory variation		(23,814	)		(104	)		(23,918	)
Other operating expenses		(4,841	)		—			(4,841	)
Exploration costs		(160	)		—			(160	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,790	)		(15	)		(1,805	)
Other income		223			317			540
Other expense		(41	)		(20	)		(61	)
Financial interest on debt		(126	)		—			(126	)
Financial income from marketable securities & cash equivalents		40			—			40
Cost of net debt		(86	)		—			(86	)
Other financial income		111			—			111
Other financial expense		(103	)		—			(103	)
Equity in income (loss) of affiliates		455			(54	)		401
Income taxes		(2,648	)		222			(2,426	)
Consolidated net income		2,534			346			2,880
Group share		2,475			352			2,827
Minority interests		59			(6	)		53
3rd quarter 2009 (M€)	Adjusted			Adjustments			Consolidated statement of income
Sales		33,628			—			33,628
Excise taxes		(4,812	)		—			(4,812	)
Revenues from sales		28,816			—			28,816
Purchases net of inventory variation		(19,154	)		214			(18,940	)
Other operating expenses		(4,502	)		(6	)		(4,508	)
Exploration costs		(130	)		—			(130	)
Depreciation, depletion and amortization of tangible assets and mineral interests		(1,596	)		(3	)		(1,599	)
Other income		22			48			70
Other expense		(54	)		(41	)		(95	)
Financial interest on debt		(108	)		—			(108	)
Financial income from marketable securities & cash equivalents		21			—			21
Cost of net debt		(87	)		—			(87	)
Other financial income		67			—			67
Other financial expense		(90	)		—			(90	)
Equity in income (loss) of affiliates		485			(87	)		398
Income taxes		(1,861	)		(66	)		(1,927	)
Consolidated net income		1,916			59			1,975
Group share		1,869			54			1,923
Minority interests		47			5			52

45

10) Sales by segment

(M€)	Upstream		Downstream			Chemicals		Corporate		Intercompany			Total
1st quarter 2010
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
2nd quarter 2010
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
3rd quarter 2010
Non-Group sales		4,410		31,307			4,460		3		—			40,180
Intersegment sales		5,660		1,149			243		44		(7,096	)		—
Excise taxes		—		(4,952	)		—		—		—			(4,952	)
Revenues from sales		10,070		27,504			4,703		47		(7,096	)		35,228
9 months 2010
Non-Group sales		13,525		92,305			13,272		10		—			119,112
Intersegment sales		16,679		3,624			750		131		(21,184	)		—
Excise taxes		—		(14,396	)		—		—		—			(14,396	)
Revenues from sales		30,204		81,533			14,022		141		(21,184	)		104,716
1st quarter 2009
Non-Group sales		4,447		22,368			3,218		8		—			30,041
Intersegment sales		3,242		641			124		37		(4,044	)		—
Excise taxes		—		(4,573	)		—		—		—			(4,573	)
Revenues from sales		7,689		18,436			3,342		45		(4,044	)		25,468
2nd quarter 2009
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
3rd quarter 2009
Non-Group sales		3,318		26,409			3,892		9		—			33,628
Intersegment sales		4,149		923			241		36		(5,349	)		—
Excise taxes		—		(4,812	)		—		—		—			(4,812	)
Revenues from sales		7,467		22,520			4,133		45		(5,349	)		28,816
9 months 2009
Non-Group sales		11,192		73,095			10,794		18		—			95,099
Intersegment sales		11,498		2,569			517		115		(14,699	)		—
Excise taxes		—		(14,241	)		—		—		—			(14,241	)
Revenues from sales		22,690		61,423			11,311		133		(14,699	)		80,858

46

11) Post-closing events

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 complied with all applicable legal provisions. By decision dated October 22, 2010, the Superior Court held that the procedure for the information and consultation completed on June 24, 2010 complied with all applicable legal provisions and allowed the company to implement its repurposing project for the Flanders refinery. The Court also confirmed that the company does not have to resume its refining activities at the Flanders refinery.

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

47

EX-99.2

Exhibit 99.2

RECENT DEVELOPMENTS

TOTAL to change its dividend payment policy and move to quarterly dividend payments

On October 29, 2010, TOTAL S.A. (“TOTAL”) announced that its Board of Directors decided to change its interim dividend policy and to adopt a new policy based on quarterly dividend payments.

Since 2004, TOTAL has paid an interim dividend in November and the balance of the annual dividend after its Annual General Meeting in May. The interim and final dividends related to the 2010 fiscal year will be paid according to this policy.

The balance of the 2010 dividend will be paid following the May 2011 Annual Meeting, and the quarterly interim dividend payments related to the 2011 fiscal year will commence thereafter. On April 28, 2011, the Board will review TOTAL’s March 31, 2011, financial statements and decide on the first quarterly interim dividend, which will be paid in September 2011.

Pending the approval by the Board of Directors for the interim dividends and by the shareholders at the Annual General Meeting for the accounts and the final dividend, the calendar for the interim quarterly dividends and the final dividend for 2011 should be as follows:

• September 19, 2011;

• December 19, 2011;

• March 19, 2012; and

• June 18, 2012.

The provisional ex-dividend dates above relate to the TOTAL shares traded on the Euronext Paris. The ex-dividend dates specific to TOTAL’s American depositary shares (NYSE: TOT), which will also move to a quarterly dividend schedule, will be communicated at a later date.

Côte d’Ivoire: TOTAL acquires an interest in CI-100 deepwater exploration license

On October 22, 2010, TOTAL announced the signature of an agreement with Yam’s Petroleum to acquire a 60% interest in the CI-100 license. Through this agreement, TOTAL becomes the project operator. Yam’s Petroleum retains a 25% interest and Côte d’Ivoire’s national oil company Petroci holds the remaining 15%. The transaction has been approved by the Côte d’Ivoire authorities.

Covering an area of nearly 2,000 square kilometers, the CI-100 block is located about 100 kilometers south-east of Abidjan in water depths ranging from 1,500 to 3,100 meters. An initial 3D seismic survey has already been carried out by Yam’s Petroleum. Exploration work will include a new 1,000 square-kilometer 3D seismic survey, which will complete coverage of the block, and a first drilling, expected in 2012 at the latest.

Angola: Seventh oil discovery on deep offshore Block 15/06

On October 19, 2010, TOTAL announced that its subsidiary, TEPA (Block 15/06) Limited, and its partners have made a new oil discovery with the Mpungi-1 well, in the Angolan deep-offshore.

The well, located on Block 15/06 some 120 kilometers from the Angolan shore line and at a water depth of 1,050 meters, reached a total depth of 2,300 meters and encountered oil pay in both the Upper and the Middle Miocene sand reservoirs.

During production tests, limited by the surface facilities, the Mpungi-1 well produced light oil at a flow rate in excess of 6,000 barrels per day.

1

Mpungi-1 is the eighth exploration well drilled in Block 15/06 since the block award at the end of 2006. This seventh commercial discovery out of the eight prospects drilled to date confirms the potential of Block 15/06 in Angola, and completes the work commitment of the first exploration period one and a half year in advance of the contractual period.

TEPA (Block 15/06), Limited, holds a 15% interest in the Block 15/06, operated by Eni (35%).

Brunei: new gas and condensate discovery in offshore Block B

On October 13, 2010, TOTAL announced that its affiliate TOTAL E&P Borneo and its partners made a significant new gas and condensate discovery in Block B offshore Brunei.

Well ML-5, located in a water depth of 65 meters and around 50 kilometers from the coastline, was drilled 8 kilometers to the south of the Maharaja Lela / Jamalulalam field in a new, deep fault panel. It discovered gas with condensate in High Pressure / High Temperature formations (HP/HT).

With a total vertical depth of 5,664 meters, the well is the deepest ever drilled in Brunei. 10 million cubic feet of gas and 220 barrels per day of condensate were produced during the test from a limited zone situated at 5,350 meters depth. This is the deepest successful test in South-East Asia. The gross thickness of the hydrocarbon bearing formation exceeds 800 meters.

ML-5 is the third positive well of an exploration campaign which started in 2007, targeting the deep, HP/HT horizons of the Maharaja Lela structure. The development of the new resources and production through the existing facilities is currently being studied.

Bolivia: TOTAL announces a new partnership with Gazprom in Bolivia

TOTAL announced on October 12, 2010, the signature of a farm out agreement with Gazprom for the transfer of a 20% interest in the Ipati and Aquio licenses in Bolivia. Subject to the Bolivian authorities’ approval, the partnership on these licenses will be constituted by TOTAL (60%, operator), Tecpetrol (20%) and Gazprom (20%).

In 2004, the Group discovered the Incahuasi gas field in the Ipati license. The discovery appraisal is under way with the drilling of the X-1001 well on the Aquio permit. Both licenses are located 200 kilometers south of the city of Santa Cruz in the foothills of the Andean Cordilleras.

Following the signature in September 2008 of a cooperation agreement between TOTAL, Gazprom and Yacimentos Petroliferos Fiscales Bolivianos (YPFB), aimed at negotiating the exploration terms and conditions of the Azero block, this agreement strengthens the partnership between TOTAL and Gazprom, both in Bolivia and internationally.

Indonesia: TOTAL acquires interest in the Sebuku license offshore Kalimantan

TOTAL announced on September 30, 2010, the signature of an agreement with Pearl Oil (Sebuku) Ltd (“Pearl”), a subsidiary of Mubadala Development Company PJSC, to acquire a 15% interest in the Sebuku license, in which the Ruby gas discovery was made. Under the terms of the agreement, Pearl Oil, as operator, will retain a 70% interest, Inpex holding the remaining 15%.

Located 300 kilometers south of the TOTAL-operated Peciko facilities, this license covers an area of more than 2,300 square kilometers, in water depths ranging from 50 to 200 meters. The Ruby plan of development was approved by the Indonesian authorities in July 2008 and the operator expects the field to come on stream in 2013, with a natural gas production target of 100 million cubic feet per day (around 1 billion cubic meters per year).

The acquisition will allow TOTAL to consolidate its presence in the Kalimantan region, near the Mahakam and South East Mahakam licenses operated by the Group.

2

Vietnam: Second oil discovery on offshore Block 15-1/05

On September 30, 2010, TOTAL announced that its subsidiary, Total E&P Vietnam, and its partners on Block 15-1/05, have discovered oil in the Lac Da Vang prospect, located in the southern part of the block in the Vietnamese offshore.

The Lac Da Vang exploration well is located approximately 125 kilometers to the East of the city of Vung Tau, about 65 kilometers off the coast, and was drilled in a water depth of 48 meters. The well produced up to 3,500 barrels per day of 43 API° oil during tests.

On this Block, which was attributed in 2007, this is the second exploration well drilled and the second discovery made in less than a year. Lac Da Vang is located 15 kilometers East-North East of Lac Da Nau, the first discovery announced in November 2009.

Phu Quy Petroleum Company, a subsidiary of Petrovietnam Exploration and Production Corporation, is the operator with a 40% stake. The other partners on Block 15-1/05 are Total E&P Vietnam (35%) and SK Energy (25%).

Brunei: TOTAL to resume exploration operations on Block CA-1

On September 22, 2010, TOTAL announced the signature of a Deed of Amendment (DOA) with PETROLEUM BRUNEI on the Brunei deepwater Block CA-1, previously known as Brunei Block J. The DOA amends the original Production Sharing Contract of Block J signed in 2003 and allows PETRONAS Carigali Overseas and Canam Brunei, a wholly-owned subsidiary of Murphy Oil Corporation, to join the existing consortium. With the DOA in place, TOTAL will remain the operator with a 54% interest, alongside partners BHP Billiton, Hess, PETRONAS Carigali Overseas and Murphy Oil.

The Deepwater Block CA-1 covers an area of more than 5,850 square kilometers in the deepwater areas of Brunei in water depths ranging from 1,000 to 2,750 meters. It is located about 100 kilometers northwest of the coast of Brunei Darussalam.

Australia: TOTAL Acquires a 20% Interest in GLNG Project

TOTAL announced on September 9, 2010, the signature of an agreement with Santos and Petronas to acquire a 20% interest in the GLNG project in Australia, for US$750 million (as of June 1, 2010), Santos and Petronas transferring 15% and 5% respectively to TOTAL.

Upon completion of this transaction which is subject to the approval of the Australian Foreign Investment Review Board, the project will bring together Santos (45%, operator), Petronas (35%) and TOTAL (20%).

Pursuant to the agreement, TOTAL shall join the whole integrated Liquefied Natural Gas (LNG) chain, with production from coal seam gas fields in Queensland, eastern Australia, to gas liquefaction in a dedicated plant in Gladstone on the eastern coast of Australia. The plant is expected to have a capacity of 7.2 million tons a year (Mt/y). Pursuant to the agreement TOTAL will have the commitment to offtake 1.5 Mt/y of LNG, depending however on the result of ongoing discussions between the GLNG project and several Asian buyers.

“As a leading international LNG player, TOTAL is delighted with this acquisition, which reflects the Group’s commitment to the development of the LNG business and gives the Group access to major long term resources at a competitive price of about 2.5 dollars per barrel. Following the acquisition of an interest in the Ichthys LNG project in 2006, for which a final investment decision shall be taken by end 2011, the GLNG project is a new milestone for TOTAL in Australia. It gives the Group further access to the Asian market, the fastest growing market for gas demand and in particular LNG, offering high value prices linked to oil prices,” said Yves-Louis Darricarrère, President, TOTAL Exploration & Production. “GLNG is also the first coal seam gas project for TOTAL, which is actively pursuing a strategy of investing in high quality unconventional gas assets.”

In addition, TOTAL and Santos will explore potential further cooperation between the two companies, with respect to other Santos gas assets in Australia.

3

The integrated LNG project consists of extracting coal seam gas from the Fairview, Arcadia, Roma and Scotia fields, located in the Bowen-Surat Basin in Queensland, eastern Australia. The fields’ resources are estimated at over 250 billion cubic meters (9 trillion cubic feet) of gas. The Fairview field already produces 2.4 million cubic meters (80 million cubic feet) a day for the local market. The GLNG project will develop these fields up to a production plateau of 150,000 barrels of oil equivalent per day (9 billion of cubic meters per year (900 million cubic feet per day)), i.e. 30,000 boe/d in TOTAL’s share.

The project also includes transporting the production over approximately 400 kilometers to a gas liquefaction plant in the industrial port of Gladstone, northeast of Brisbane, on the eastern coast of Australia. The GLNG liquefaction plant will consist of two trains with an expected total production capacity of 7.2 million tons (Mt/y) a year.

With the final investment decision expected in the next few months, the forecast start-up date for the first train is 2014. The LNG plant is expected to reach its plateau production in 2016 for more than 20 years.

4

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 nine months ended September 30, 2010 and 2009 and the fiscal years ended December 31, 2009, 2008, 2007, 2006 and 2005.

	Nine Months Ended September 30,				Years Ended December 31,
	2010		2009		2009		2008		2007		2006		2005(a)
For the Group (IFRS)		31.25		22.18		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.

1

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

	At September 30, 2010
	(in millions of euros)
Current financial debt, including current portion of non-current financial debt
Current portion of non-current financial debt		3,615
Current financial debt		6,586
Current portion of financial instruments for interest rate swaps liabilities		146
Other current financial instruments — liabilities		189
Total current financial debt		10,536
Non-current financial debt		21,566
Minority interests		838
Shareholders’ equity
Common shares		5,872
Paid-in surplus and retained earnings		58,569
Currency translation adjustment		(3,286	)
Treasury shares		(3,572	)
Total shareholders’ equity		57,583
Total capitalization and non-current indebtedness		79,987

As of September 30, 2010, TOTAL had an authorized share capital of 3,439,491,182 ordinary shares with a par value of €2.50 per share, and an issued share capital of 2,348,830,901 ordinary shares (including 114,136,712 treasury shares from shareholders’ equity).

As of September 30, 2010, approximately €275 million of TOTAL’s non-current financial debt was secured and approximately €21,291 million was unsecured, and all of TOTAL’s current financial debt of €6,586 million was unsecured. As of September 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 September 30, 2010.

2

EX-99.4

Exhibit 99.4

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Nine Months Ended September 30,						Years Ended December 31,
(Amounts in millions of euros)	2010			2009			2009			2008			2007			2006			2005(a)
	(unaudited)						(unaudited)
Net income		8,541			6,382			8,447			10,590			13,181			11,773			12,734
Income tax expenses		7,773			5,706			7,751			14,146			13,575			13,720			11,806
Minority interest		185			140			182			363			354			367			370
Equity in income of affiliates (in excess of)/ less than dividends received		(337	)		(230	)		(378	)		(311	)		(821	)		(952	)		(596	)
Interest expensed		300			353			450			779			1,547			1,588			1,211
Estimate of the interest within rental expense		153			107			204			142			128			91			68
Amortization of capitalized interest		104			95			129			115			108			100			100
Total		16,719			12,553			16,785			25,824			28,072			26,687			25,693
Interest expensed		300			353			450			779			1,547			1,588			1,211
Capitalized interest		82			106			141			317			321			237			101
Estimate of the interest within rental expense		153			107			204			142			128			91			68
Preference security dividend requirements of consolidated subsidiaries		—			—			—			—			—			—			1
Fixed charges		535			566			795			1,238			1,996			1,916			1,381
Ratio of Earnings to fixed charges		31.25			22.18			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).