6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13-a16 OR 15-d16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the months of: April 6, 2011 to May 10, 2011

Commission File Number: 1-10888

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

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

TABLE OF CONTENTS

EX 99.1:     Total continues its development in solar energy, France

EX 99.2:     Planete-energies.com website gets makeover, France

EX 99.3:     SunPower and Total Partner to Create a New Global Leader in the Solar Industry, France and United States

EX 99.4:     First quarter 2011 results, France

EX 99.5:     Third oil discovery on deep offshore Block 17/06, Angola

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: May 12, 2011	By:	/s/ Jérôme Schmitt
		Name: Jérôme SCHMITT
		Title: Treasurer

EXHIBIT INDEX

	EXHIBIT 99.1:	France: Total continues its development in solar energy (April 14, 2011)
	EXHIBIT 99.2:	France: Planete-energies.com website gets makeover (April 27, 2011)
	EXHIBIT 99.3:	France / United States: SunPower and Total Partner to Create a New Global Leader in the Solar Industry (April 28, 2011)
	EXHIBIT 99.4:	France: First quarter 2011 results (April 29, 2011)
	EXHIBIT 99.5:	Angola: Third oil discovery on deep offshore Block 17/06 (May 6, 2011)

EX-99.1

Exhibit 99.1

Total continues its development in solar energy

The Group announces a planned acquisition of Tenesol

(excluding its activities in France’s overseas departments and territories)

Paris, April 14, 2011 - Total announces the signature of an agreement with EDF ENR to acquire all of Tenesol’s operations (outside of France’s overseas departments and territories¹), of which it already owns 50%.

Tenesol’s operations in the French overseas departments and territories would continue to be equally owned by the Total Group and EDF ENR.

Tenesol, which was created in 1983, is a top-tier solar energy operator in Europe, leader in the French market for large industrial and commercial photovoltaic rooftop solutions.

Tenesol designs, manufactures, markets and operates photovoltaic energy systems.

Tenesol enjoys wide recognition for its photovoltaic competencies, offering superior engineering and technical services. The company has a production capacity of 800,000 solar panels a year, or 170 megawatt peak², at two plants, one in Toulouse, France, and the other in Cape Town, South Africa.

The planned acquisition covers all Tenesol’s operations, with the exception of those in France’s overseas departments and territories, which employ more than 760 people in numerous countries and generated revenue of approximately €240 million in 2010.

“This project confirms Total’s commitment to expanding rapidly in the photovoltaic solar energy industry,” commented Philippe Boisseau, President of Total Gas & Power. “Completion of the deal would step up Tenesol’s international expansion by capitalizing on the expertise of its teams and strengthening synergies with Total’s other businesses.”

The planned acquisition is subject to applicable legally required processes for notifying and consulting Tenesol employee representatives and the approval of the anti-trust authorities in the countries concerned. The closing of the transaction could take place in the second half of 2011.

¹  French Guiana, French Polynesia, Guadeloupe, Martinique, Mayotte, New Caledonia and Reunion Island.

²  A megawatt-peak (MWp) = one million peak watts. A peak watt, the unit used to rate the performance of photovoltaic panels, will deliver one watt of electricity under standard conditions of 1,000 W of light intensity per square meter and an ambient temperature of 25°C.

Total and Solar Energy

Total is also present in the solar energy sector with a 50% interest in Photovoltech, alongside GDF Suez. Photovoltech manufactures crystalline silicon photovoltaic solar cells.

In December 2008, Total became the biggest shareholder in US start-up Konarka, which develops products based on organic solar technologies. The Group’s stake is now nearly 25%.

In June 2010, Total acquired a 25.4% interest in AE Polysilicon, a US start-up specializing in a new solar polysilicon production technology.

Also of June 2010, Total was selected by the authorities in Abu Dhabi to build and operate the Shams 1 concentrated solar power plant. Total’s partner in this project is Abengoa Solar, a Spanish company with expertise in concentrated solar power technology. Construction of the plant has begun and is expected to take two years.

Total is also conducting significant R&D through partnerships with world-class laboratories in France, such as the Ecole Polytechnique engineering school’s Laboratoire de Physique des Interfaces et des Couches Minces (LPICM - Interface and Thin Film Physics Laboratory) and the Toulouse-based Laboratory for Analysis and Architecture of Systems (LAAS), as well as in the United States, Switzerland, Belgium and Germany.

*******

Total is one of the largest integrated oil and gas companies in the world, with activities in more than 130 countries. The Group is also a first rank player in chemicals. Its 93,000 employees put their expertise to work in every part of the industry – exploration and production of oil and natural gas, refining and marketing, new energies, trading, and chemicals. Total is working to help satisfy the global demand for energy, both today and tomorrow. www.total.com

EX-99.2

Exhibit 99.2

Planete-energies.com website gets makeover

Paris, April 27, 2011 - Total’s updated www.planete-energies.com site goes online today. Its target audience is primary and secondary school students and teachers, as well as curious minds looking to understand energy.

“Sharing the issues, sharing knowledge, challenges, initiatives and news about energy on the internet is another way of encouraging interest in science and progress”, declared Jean-François Minster, Senior Vice President, Scientific Development at Total and publisher of the www.planete-energies.com site.

With its new editorial policy and partnerships with information experts, Agence France Presse and Reporters d’Espoirs, new browsing options, targeted presence on social networks: planete-energies.com is more than an encyclopedic site, it stands at the forefront of energy news.

This new site demonstrates Total’s commitment to teaching about energy, its challenges, science and progress, to younger generations and to a larger number of internet users.

Planète Énergies is an original initiative, created by Total in 2005. As an educational tool, it includes websites in both French and English (with 125,000 visitors per month), exchanges, events, partnerships and workshops in primary and secondary schools. This initiative forms part of a vast action plan for Total’s educational outreach.

*******

Total is one of the largest integrated oil and gas companies in the world, with activities in more than 130 countries. The Group is also a first rank player in chemicals. Its 93,000 employees put their expertise to work in every part of the industry – exploration and production of oil and natural gas, refining and marketing, new energies, trading, and chemicals. Total is working to help satisfy the global demand for energy, both today and tomorrow. www.total.com

EX-99.3

Exhibit 99.3

PRESS RELEASE

Contacts:

Helen Kendrick, SunPower Corp.

hkendrick@SunPowercorp.com

+1-408-240-5585

Charles-Etienne Lebatard, Total

charles-etienne.lebatard@Total.com

+33-1-47-44-45-91

SunPower and Total Partner to Create

a New Global Leader in the Solar Industry

San Jose, Calif. / Paris, France, April 28^th, 2011 – SunPower (Nasdaq: SPWRA, SPWRB) and Total (CAC: TOTF.PA) today announced that the two companies have entered into a broad strategic relationship to shape the future of the solar industry. Total Group will launch a friendly tender offer through a wholly owned subsidiary for up to 60 percent of SunPower’s outstanding Class A Common shares and 60 percent of SunPower’s outstanding Class B Common shares at a price of $23.25/share for each class. The offer price represents a 46 percent premium over the April 27^th, 2011 closing price of SunPower’s Class A common stock and a 49 percent premium over the April 27^th, 2011 closing price of SunPower’s Class B common stock, and values SunPower’s equity at $2.3 billion. In addition, Total will provide SunPower with up to $1 billion of credit support over the next five years. Following closing of the transaction, which has been approved by the boards of both companies, SunPower will continue to operate with its current management team.

“Total’s commitment and global presence will help accelerate our growth and solidify our position in the increasingly competitive solar sector,” said Tom Werner, SunPower’s CEO. “With Total’s $1 billion credit support agreement, solar research and development investments and the other resources available through its global network, we have taken the next step in positioning our business for continued growth and long-term success. Our relationship with Total will improve our capital structure enabling SunPower to accelerate our power plant and commercial development businesses, and expand our manufacturing capacity with lower cash requirements”.

“The world future energy balance will be the result of a long-term transition in which renewable energies will take their place alongside conventional resources,” said Philippe Boisseau, President, Total Gas and Power Division. “Over the past years, Total has built up sizeable renewable energy activities. Today, Total is executing on its strategy to become a major integrated player in solar energy. We evaluated multiple solar investments for more than two years and concluded that SunPower is the right partner based on its people, world-leading technology and cost roadmap, vertical integration strategy and downstream footprint.”

“Solar is becoming a material addition to the new generation portfolio around the world, with more than 40,000 MW of solar photovoltaic power installed globally,” continued Werner. “Total and SunPower will collaborate to ensure that solar becomes a platform for an efficient, competitive and sustainable energy future. Already, SunPower’s high-efficiency, high-reliability solar photovoltaic power plant costs are competitive with other new resources.”

“SunPower is preparing for rapid expansion through the next decade,” added Boisseau. “We look forward to supporting SunPower as a strategic partner with whom we expect to find many synergies with our solar activities as well as with Total Group overall, while maintaining their entrepreneurial culture of rapid innovation.”

Transaction Details

Under the terms of the tender offer agreement, SunPower shareholders will receive $23.25 per share in cash at closing for each share validly tendered in the tender offer, subject to pro-ration in the event that more than 60 percent of SunPower’s Class A and Class B shares are tendered. Total expects to begin its tender offer within 10 business days. Following the completion of the transaction, SunPower’s shares will continue to trade on Nasdaq under the symbols “SPWRA” and “SPWRB. The closing of the tender offer is conditioned on a minimum of 50% of the outstanding shares of each of the Class A and Class B common stock being tendered, clearance by U.S. and European Union antitrust authorities, and other customary closing conditions.

Under the credit support agreement, Total will offer to guarantee an amount up to $1 billion of SunPower’s repayment obligations with respect to letters of credit issued over the next five years in connection with SunPower’s global utility power plant and large commercial installation businesses. This credit support should allow SunPower to substantially reduce the total costs of its letters of credit and financing. SunPower’s affiliation with Total is expected to benefit SunPower, lowering its cost of capital and increasing its access to uncollateralized debt financing.

In addition, SunPower and Total have entered into an affiliation agreement under which Total will nominate a majority of directors to SunPower’s board of directors, which will be expanded to 11 members following the closing. This agreement also includes conditions on Total’s ability to purchase additional shares of SunPower. Specified transactions between Total and SunPower shall be approved in advance by SunPower’s independent board members.

SunPower and Total have also entered into a research and collaboration agreement under which the companies will focus on advancing photovoltaic technologies across multiple research and development projects.

SunPower intends to call a meeting of its stockholders within six months following closing to combine its Class A and Class B common stock into a single class of common stock with one vote per share.

This plan is subject to the company’s receipt of a tax opinion that such reclassification will be permitted on a tax free basis, and Total has agreed to vote its shares in favor of the reclassification.

SunPower will discuss this release and provide an update on its 2011 first quarter results, which will be released on May 12^th, 2011, in a conference call on Thursday, April 28, 2011 at 2:00 p.m. Pacific Time. The call-in number is 517-623-4618, passcode SunPower. The call will be webcast and can be accessed from SunPower’s website at http://investors.SunPowercorp.com/events.cfm.

About SunPower

SunPower Corp. (Nasdaq: SPWRA, SPWRB) designs, manufactures and delivers the highest efficiency, highest reliability solar panels and systems available today. Residential, business, government and utility customers rely on the company’s quarter century of experience and guaranteed performance to provide maximum return on investment throughout the life of the solar system. Headquartered in San Jose, Calif., SunPower has offices in North America, Europe, Australia and Asia. For more information, visit www.SunPowercorp.com.

About Total

Total is one of the world’s major oil and gas groups, with activities in more than 130 countries. Its 93,000 employees put their expertise to work in every part of the industry – exploration and production of oil and natural gas, refining and marketing, gas & power and trading. Total is working to keep the world supplied with energy, both today and tomorrow. The Group is also a first rank player in chemicals.

As an energy producer and provider, Total is striving to diversify its supply to help meet growing energy demand in the long term. The Group is notably investing and actively taking part in a number of renewable R&D projects, such as solar and biofuels.

Total has been active in solar energy since 1983. Through its joint venture affiliates Tenesol and Photovoltech, Total has built strong expertise all along the photovoltaic solar power chain to make this technology more reliable, efficient and competitive. Tenesol is a leading French solar panel manufacturer with an industrial footprint in Toulouse (France) and Cape Town (South Africa). Total is also a large minority shareholder in US technology companies like Konarka, which develops products based on organic solar technologies, and AE Polysilicon, which specializes in a new solar polysilicon production technology. For more information, visit www.Total.com.

Additional Information

This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Company’s Class A and Class B common stock described in this announcement has not commenced and will only be made pursuant to a Tender Offer Statement on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents). At the time the tender offer is commenced, Total and a subsidiary of Total (“Purchaser”) will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (“SEC”), and SunPower will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Purchaser and SunPower intend to mail these documents to the stockholders of SunPower. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement will contain important information relating to the tender offer and SunPower stockholders are urged to read those documents, and any amendments to those documents, carefully before making any decision with respect to the tender offer. Those materials and all other documents filed by Total, Purchaser or SunPower with the SEC will be available at no charge on the SEC’s web site at www.sec.gov. The Tender Offer Statement and related materials may be obtained for free by directing such requests to MacKenzie Partners, Inc., the Information Agent for the tender offer, at (800) 322-2885. The Schedule 14D-9 Solicitation/Recommendation Statement and such other documents may be obtained for free by directing such requests to SunPower 77 Rio Robles, San Jose, CA 95134 or at http://investors.sunpowercorp.com/.

SunPower Forward-Looking Statements

Any statements contained in this document that are not historical facts, and the assumptions underlying such statements, are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SunPower are intended to identify such forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements in this press release include the quotes from executives of both companies and statements concerning the parties’ ability to close the transaction, the expected closing date of the transaction, and the expected benefits from the credit support arrangements and research and development collaboration. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. These potential risks and uncertainties include, among others, uncertainties as to the timing of the tender offer; the satisfaction of closing conditions, including the receipt of regulatory approvals; the failure to retain key SunPower employees, contracts or governmental benefits; customer and partner uncertainty regarding the anticipated benefits of the transaction; whether certain industry segments will grow as anticipated; the competitive environment among providers of renewable energy; and other risks detailed in SunPower filings with the SEC, including those discussed in SunPower´s annual report on Form 10-K for the year ended January 2, 2011 which is on file with the SEC and available at the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of their dates. SunPower is not obligated, and does not intend, to update these forward-looking statements to reflect events or circumstances after the date of this document.

Total Forward-Looking Statements

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the tender offer and related transactions and the financial condition, results of operations, business, strategy and plans of Total. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including currency fluctuations, the price of petroleum products, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, environmental regulatory considerations and general economic and business conditions. Total does not assume any obligation to update publicly any forward looking statement, whether as a result of new information, future events or otherwise. Factors that could cause actual results of the tender offer to differ materially include the following: costs related to the proposed transaction, the risk of failing to obtain any regulatory approvals or satisfy conditions to the transaction, the risk that the transaction will not close or that closing will be delayed, the risk that our respective businesses will suffer due to uncertainty related to the transaction, and the competitive environment in the solar industry and competitive responses to the transaction. Further information on factors which could affect the company’s financial results is provided in documents filed by the Group with the French Autorité des Marchés Financiers and the U.S. Securities and Exchange Commission.

# # #

SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.

EX-99.4

Exhibit 99.4

Paris, April 29, 2011

First quarter 2011 results

	1Q11		Change vs 1Q10
Adjusted net income1
- in billion euros (B€)		3.1		+35	%
- in billion dollars (B$)		4.2		+34	%
- in euros per share		1.38		+35	%
- in dollars per share		1.89		+33	%
Net income (Group share) of 3.9 B€ in the first quarter 2011
Net-debt-to-equity ratio of 19.3% as of March 31, 2011
Hydrocarbon production of 2,371 kboe/d in the first quarter 2011
Interim dividend for 1Q11 of 0.57 €/share payable in September 20112

Commenting on the results, Chairman and CEO Christophe de Margerie said:

« Growing geopolitical tensions and the aftermath of the earthquake in Japan will shift the balance of the global energy markets. In the face of these new challenges, Total confirms its strategy of investing to increase its production to better respond to changes in energy demand and in the energy mix.

In a context of rising hydrocarbon prices, the quality and diversity of the asset portfolio allowed adjusted net income to increase by 35% compared to the first quarter 2010. All of the segments contributed to this increase, particularly the Upstream, which benefited from its leverage to the increase in the price of hydrocarbons.

Leveraging its industrial expertise and financial strength, Total demonstrated during the first quarter its ability to finalize strategic operations. Following major transactions in Canada and Australia, Total entered into partnerships in Russia and in Uganda to create two major new production zones for the company. In addition, by agreeing to sell its interest in Cepsa and by offering to acquire SunPower, Total is actively managing its portfolio, orienting it mainly toward the Upstream, with more competitive Downstream-Chemicals and a more important new energies sector.

By continuing to adapt its integrated model to changes in the market, the development of the Group is mainly in growth areas. For this development to be sustainable and profitable for all its stakeholders, everyone at Total must continue to incorporate safety and acceptability into their daily operations. »

¹  adjusted results defined on page 2 - dollar amounts represent euro amounts converted at the average €-$ exchange rate for the period : 1.3680 $/€ for the 1^st quarter 2011, 1.3829 $/€ for the 1^st quarter 2010, 1.3583 $/€ for the 4^th quarter 2010.

²  the ex-dividend date for the interim dividend will be September 19, 2011. The remaining 1.14 euros/share dividend related to 2010 will be paid on May 26, 2011, pending approval at the Annual Meeting of Shareholders in Paris on Friday, May 13, 2011.

1

Key figures³

in millions of euros except earnings per share and number of shares	1Q11		4Q10		1Q10		1Q11 vs 1Q10
Sales		46,029		40,157		37,603		+22	%
Adjusted operating income from business segments		6,369		5,102		4,506		+41	%
Adjusted net operating income from business segments		3,363		2,736		2,283		+47	%
• Upstream		2,849		2,300		1,971		+45	%
• Downstream		276		266		155		+78	%
• Chemicals		238		170		157		+52	%
Adjusted net income		3,104		2,556		2,296		+35	%
Adjusted fully-diluted earnings per share (euros)		1.38		1.14		1.02		+35	%
Fully-diluted weighted-average shares (millions)		2,251.1		2,247.9		2,242.7		—
Net income (Group share)		3,946		2,030		2,613		+51	%
Investments4		5,683		5,026		3,709		+53	%
Divestments		663		1,344		1,048		-37	%
Net investments		5,020		3,682		2,661		+89	%
Cash flow from operations		5,714		3,387		5,260		+9	%
Adjusted cash flow from operations		4,945		4,648		3,739		+32	%
in millions of dollars 5 except earnings per share and number of shares	1Q11		4Q10		1Q10		1Q11 vs 1Q10
Sales		62,968		54,545		52,001		+21	%
Adjusted operating income from business segments		8,713		6,930		6,231		+40	%
Adjusted net operating income from business segments		4,601		3,716		3,157		+46	%
• Upstream		3,897		3,124		2,726		+43	%
• Downstream		378		361		214		+77	%
• Chemicals		326		231		217		+50	%
Adjusted net income		4,246		3,472		3,175		+34	%
Adjusted fully-diluted earnings per share (dollars)		1.89		1.54		1,42		+33	%
Fully-diluted weighted-average shares (millions)		2,251.1		2,247.9		2,242.7		—
Net income (Group share)		5,398		2,757		3,614		+49	%
Investments4		7,774		6,827		5,129		+52	%
Divestments		907		1,826		1,449		-37	%
Net investments		6,867		5,001		3,680		+87	%
Cash flow from operations		7,817		4,601		7,274		+7	%
Adjusted cash flow from operations		6,765		6,313		5,171		+31	%

³  adjusted results (adjusted operating income, adjusted net operating income and adjusted net income) are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value from January 1, 2011, and, through June 30, 2010, excluding Total’s equity share of adjustments related to Sanofi-Aventis; adjusted cash flow from operations is defined as cash flow from operations before changes in working capital at replacement cost; adjustment items are on page 15 and the inventory valuation effect are explained on page 12.

⁴  including acquisitions.

⁵  dollar amounts represent euro amounts converted at the average €-$ exchange rate for the period.

2

— Highlights since the beginning of the first quarter 2011

• Agreement to sell the 48.83% interest in CEPSA held by Total to IPIC (Abu Dhabi) and entry into a cooperative agreement with IPIC for oil and gas development

• Acquired 12.08% of the Russian company Novatek and agreed to acquire a 20% stake in the Yamal LNG project

• Acquired a 33.33% interest in Blocks 1, 2 and 3A in Uganda

• Acquired several permits in Argentina to evaluate the shale gas potential

• New discoveries on the Moho Bilondo permit offshore Congo and near the Laggan and Tormore fields offshore in the UK

• Launched the development of the GLNG project in Australia to extract and liquefy coal seam gas

• Agreement with CNPC on the development program for unconventional gas in the South Sulige field in China

• Started gas and condensate production on the Itau field in Bolivia

• Solar energy : launched a public offer for up to 60% of the U.S. company SunPower and entered into an agreement to acquire 50% of Tenesol⁶

— Results for the first quarter 2011

> Operating income

In the first quarter 2011, the Brent price averaged 105.4 $/b, an increase of 38% compared to the first quarter 2010 and 22% compared to the fourth quarter 2010. The European refining margin indicator (ERMI) averaged 24.6 $/t, a decrease compared to the first and fourth quarters of 2010. The environment for the Chemicals remained satisfactory despite an increase in raw material costs.

The euro-dollar exchange rate averaged 1.37 $/€ in the first quarter 2011, close to the level of 1.38 $/€ in the first quarter 2010 and 1.36 $/€ in the fourth quarter 2010.

In this environment, the adjusted operating income from the business segments⁷ was 6,369 M€, an increase of 41% compared to the first quarter 2010. Expressed in dollars, the increase was 40%.

The effective tax rate⁸ for the business segments fell from 57% in the first quarter 2010 to 55% in the first quarter 2011, essentially due to a decrease in the effective tax rate for the Upstream.

Adjusted net operating income from the business segments was 3,363 M€ in the first quarter 2011 compared to 2,283 M€ in the first quarter 2010, an increase of 47%. The larger increase, relative to the increase in the adjusted operating income from the business segments, is essentially due to the lower effective tax rate between the two periods.

Expressed in dollars, the adjusted net operating income from the business segments was 4.6 billion dollars (B$), an increase of 46% compared to the first quarter 2010.

⁶  excluding Tenesol’s operations in France’s overseas departments and territories.

⁷  special items affecting operating income from the business segments had no impact in the first quarter 2011 and had a negative impact of 50 M€ in the first quarter 2010.

⁸  defined as: (tax on adjusted net operating income) / (adjusted net operating income – income from equity affiliates, dividends received from investments and impairments of acquisition goodwill + tax on adjusted net operating income).

3

> Net income (Group share)

Adjusted net income was 3,104 M€ in the first quarter 2011 compared to 2,296 M€ in the first quarter 2010, an increase of 35%. Expressed in dollars, adjusted net income increased by 34%.

Effective July 1, 2010, the Group no longer accounts for its interest in Sanofi-Aventis as an equity affiliate. In the first quarter 2010, the contribution to the Group’s adjusted net income from Sanofi Aventis was 149 M€. Excluding the contribution of Sanofi-Aventis, the Group’s first quarter 2011 adjusted net income increased by 45% in euros and 43% in dollars compared to the first quarter 2010.

Adjusted net income excludes the after-tax inventory effect, special items and from January 1, 2011, the effect of changes in fair value⁹:

• The after-tax inventory effect had a positive impact of 946 M€ in the first quarter 2011 and a positive impact of 344 M€ in the first quarter 2010.

• The changes in fair value had a positive effect of 63 M€ in the first quarter 2011.

• Special items had a negative impact on net income of 167 M€ in the first quarter 2011, comprised essentially of the increase in the deferred tax liability due to the change in UK taxes. Special items had a positive impact on net income of 14 M€ in the first quarter 2010.

• In the first quarter 2010, the Group’s share of adjustment items related to Sanofi-Aventis had a negative impact on net income of 41 M€.

Net income (Group share) was 3,946 M€ compared to 2,613 M€ in the first quarter 2010.

The effective tax rate⁸ for the Group was 55.6% in the first quarter 2011.

Adjusted fully-diluted earnings per share, based on 2,251.1 million fully-diluted weighted-average shares, was 1.38 euros compared to 1.02 euros in the first quarter 2010, an increase of 35%.

Expressed in dollars, adjusted fully-diluted earnings per share increased 33% to $1.89.

> Investments – divestments¹⁰

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were 2.8 B€ (3.8 B$) in the first quarter 2011, an increase of 15% compared to 2.4 B€ (3.4 B$) in the first quarter 2010.

Acquisitions were 2.5 B€ in the first quarter 2011, comprised essentially of the acquisition of interests in the Fort Hills and Voyageur projects in Canada and the additional 7.5% interest in the GLNG project in Australia.

Asset sales in the first quarter 2011 were 296 M€, essentially comprised of Sanofi-Aventis shares.

Net investments¹¹ were 5.0 B€ (6.9 B$) in the first quarter 2011 compared to 2.7 B€ (3.7 B$) in the first quarter 2010.

⁹  adjustment items explained on page 12.

¹⁰  detail shown on page 16.

¹¹  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.

4

> Cash flow

Cash flow from operations was 5,714 M€ in the first quarter 2011, an increase of 9% compared to the first quarter 2010, reflecting mainly the increase in net income offset for the most part by a change in working capital that was less favorable than in the first quarter 2010.

Adjusted cash flow from operations¹² was 4,945 M€, an increase of 32%.

Expressed in dollars, adjusted cash flow from operations was 6.8 B$, an increase of 31%.

The Group’s net cash flow¹³ was 694 M€ compared to 2,599 M€ in the first quarter 2010, a decrease of 73%.

Expressed in dollars, the Group’s net cash flow was 0.9 B$ in the first quarter 2011, or a decrease of 74% compared to the first quarter 2010, essentially due to higher acquisitions and lower asset sales.

The net-debt-to-equity ratio was 19.3% on March 31, 2011 compared to 22.2% on December 31, 2010 and 21.5% on March 31, 2010.

¹²  cash flow from operations at replacement cost before changes in working capital.

¹³  net cash flow = cash flow from operations - net investments.

5

— Analysis of business segment results

Upstream

> Environment – liquids and gas price realizations*

	1Q11		4Q10		1Q10		1Q11 vs 1Q10
Brent ($/b)		105.4		86.5		76.4		+38	%
Average liquids price ($/b)		99.5		83.7		74.2		+34	%
Average gas price ($/Mbtu)		6.19		5.62		5.06		+22	%
Average hydrocarbons price ($/boe)		71.7		61.9		55.5		+29	%

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

> Production

Hydrocarbon production	1Q11		4Q10		1Q10		1Q11 vs 1Q10
Combined production (kboe/d)		2,371		2,387		2,427		-2	%
• Liquids (kb/d)		1,293		1,337		1,373		-6	%
• Gas (Mcf/d)		5,880		5,692		5,829		+1	%

Hydrocarbon production was 2,371 thousand barrels of oil equivalent per day (kboe/d) in the first quarter 2011, a decrease of 2.3% compared to the first quarter 2010, essentially as a result of:

• -1% for changes in the portfolio,

• -2% for the price effect ¹⁴,

• -0.5% for the situation in Libya,

• +1% for lower OPEC reductions.

Production ramp-ups on new projects offset the normal decline in the first quarter 2011.

¹⁴  impact of changing hydrocarbon prices on entitlement volumes.

6

Results

in millions of euros	1Q11		4Q10		1Q10		1Q11 vs 1Q10
Adjusted operating income*		5,821		4,695		4,161		+40	%
Adjusted net operating income*		2,849		2,300		1,971		+45	%
•    includes income from equity affiliates		374		313		335		+12	%
Investments		5,232		3,942		3,143		+66	%
Divestments		335		771		87		x4
Cash flow from operating activities		4,643		3,908		4,680		-1	%
Adjusted cash flow		4,271		3,619		3,124		+37	%

* detail of adjustment items shown in the business segment information annex to financial statements.

Adjusted net operating income from the Upstream segment was 2,849 M€ in the first quarter 2011 compared to 1,971 M€ in the first quarter 2010, an increase of 45%. Expressed in dollars, adjusted net operating income for the Upstream segment increased by 43%, reflecting essentially the impact of higher hydrocarbon prices.

The effective tax rate for the Upstream segment was 57.6% compared to 60.0% in the first quarter 2010, mainly due to portfolio mix effects and a higher contribution from the downstream gas activity in the first quarter 2011 than in the first quarter 2010.

The return on average capital employed (ROACE¹⁵) for the Upstream segment was 22%, for the twelve months ended March 31, 2011, an increase compared to the 21% ROACE in the full year 2010.

The annualized first quarter 2011 ROACE for the Upstream segment was 26%.

¹⁵  calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 18.

7

Downstream

> Refinery throughput and utilization rates*

	1Q11			4Q10			1Q10			1Q11 vs 1Q10
Total refinery throughput (kb/d)		2,012			1,832			1,993			+1	%
•    France		745			550			680			+10	%
•    Rest of Europe		1,047			1,039			1,050			—
•    Rest of world		220			243			263			-16	%
Utilization rates**
•    Based on crude only		79	%		66	%		73	%
•    Based on crude and other feedstock		85	%		71	%		77	%

* includes share of CEPSA and, starting October 2010, of TotalErg

** based on distillation capacity at the beginning of the year

First quarter 2011 refinery throughput was in line with the first quarter 2010. Utilization rates improved in the first quarter 2011, while in the first quarter 2010 various technical incidents and strikes in France affected throughput volumes. First quarter 2011 volumes were, however, affected by work at the Lindsey refinery and by work related to the start-up of the coker at the Port Arthur refinery.

> Results

in millions of euros (except the ERMI)	1Q11		4Q10			1Q10		1Q11 vs 1Q10
European refining margin indicator - ERMI ($/t)		24.6		32.3			29.5		-17	%
Adjusted operating income*		286		274			191		+50	%
Adjusted net operating income*		276		266			155		+78	%
•    includes income from equity affiliates		24		61			14		+71	%
Investments		264		757			456		-42	%
Divestments		23		433			27		-15	%
Cash flow from operating activities		1,158		(955	)		454		x2.6
Adjusted cash flow		360		753			323		+11	%

* detail of adjustment items shown in the business segment information annex to financial statements.

The European refinery margin indicator (ERMI) averaged 24.6 $/t in the first quarter 2011, a decrease of 17% compared to the first quarter 2010.

Adjusted net operating income from the Downstream segment was 276 M€ in the first quarter 2011, an increase of 78% compared to the first quarter 2010.

Expressed in dollars, adjusted net operating income from the Downstream segment increased by 77% compared to the first quarter 2010. Despite lower refining margins, the first quarter 2011 results benefitted from the higher utilization rate in Europe, while the first quarter 2010 results was affected by the impact of technical incidents and strikes.

8

The ROACE¹⁶ for the Downstream segment was 9% for the twelve months ended March 31, 2011, compared to 8% for the full-year 2010.

The annualized first quarter 2011 ROACE for the Downstream segment was 7%.

¹⁶  calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 18.

9

Chemicals

in millions of euros	1Q11			4Q10		1Q10			1Q11 vs 1Q10
Sales		5,105			4,218		4,223			+21	%
• Base chemicals		3,319			2,579		2,532			+31	%
• Specialties		1,786			1,639		1,691			+6	%
Adjusted operating income*		262			133		154			+70	%
Adjusted net operating income*		238			170		157			+52	%
• Base chemicals		119			67		44			x2.7
• Specialties		121			109		117			+3	%
Investments		171			292		94			+82	%
Divestments		14			23		6			x2.3
Cash flow from operating activities		(144	)		332		(90	)		na
Adjusted cash flow		289			189		228			+27	%

* detail of adjustment items shown in the business segment information annex to financial statements.

Petrochemical margins were higher in the first quarter 2011 than in the first quarter 2010. The environment for Specialty Chemicals remained favorable thanks to sustained demand across most the segment’s market sectors.

Sales for the Chemical segment were 5,105 M€, an increase of 21% compared to the first quarter 2010.

The adjusted net operating income for the Chemicals segment was 238 M€ in the first quarter 2011, an increase of 52% compared to the first quarter 2010. The improvement in the results compared to the same quarter last year came from each of the sectors and was driven mainly by the improvement in the petrochemicals environment as well as by the increased contribution from activities in Qatar and South-Korea.

The ROACE¹⁷ of the Chemicals segment was 12% for the twelve months ended March 31, 2011, stable compared to the ROACE for the full-year 2010.

The annualized first quarter 2011 ROACE for the Chemicals segment was 13%.

¹⁷  calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 18.

10

— Summary and outlook

The ROACE¹⁸ for the Group for the twelve months ended March 31, 2011, was 17%, an increase compared to the 16% ROACE for the full-year 2010. The annualized first quarter 2011 ROACE for the Group was 18%.

Return on equity (ROE) for the twelve months ended March 31, 2011, was 20%, an increase compared to the 19% ROE for the full-year 2010.

Pending approval at the Annual General Meeting on May 13, 2011, TOTAL S.A. will pay on May 26, 2011, the 1.14 € per share¹⁹ remainder of the 2010 dividend, which is equal in amount to the interim dividend paid in November 2010. The full-year 2010 dividend will represent a total of 2.28 € per share.

In late October 2010, Total announced that it would begin paying its interim dividends on a quarterly basis starting in 2011. For the interim dividend related to the first quarter 2011, the Board of Directors decided on April 28, 2011, to pay 0.57 € per share on September 22, 2011²⁰, or one-quarter of the full-year 2010²¹ dividend.

Total completed the sale of its Cameroon exploration-production subsidiary in April, and over the coming months it intends to finalize several other previously announced asset sales, including its interest in CEPSA for around 5 B$, part of its resins activities from the Chemicals segment, and an interest in the Joslyn field in Canada. In addition, the Group is continuing to work on the sale of its refining and marketing activities in the UK as well as the ongoing sale of its shares in Sanofi-Aventis. The sum of these asset sales is expected to be approximately 10 B$ this year. Together with the strategic acquisitions made recently, these asset sales demonstrate the Group’s strategy to actively manage its asset portfolio while preserving its financial flexibility and strong balance sheet.

In the Upstream segment, second quarter 2011 production will include the positive impact of consolidating the Group’s interest in Novatek as an equity affiliate effective April 1, 2011. However, production will also include the negative impact of the shut-down in Libya, which represents approximately 2% of the Group’s production on a full-year basis.

Total is continuing to develop its major projects; for example, on the Pazflor project, the FPSO arrived in Angola in early April and is scheduled to start up as expected in the fourth quarter 2011.

In the Downstream segment, the second quarter will benefit from the start-up of the new deep-conversion unit at the Port Arthur refinery in the U.S., which makes this refinery one of the most competitive in North America.

In the Chemicals segment, Total is investing to improve the energy efficiency and competitiveness of its Normandy plant and to increase its production capacity in South-Korea and Qatar. In China, the Group is benefitting from doubling the capacity of its polystyrene facility in Foshan during the first quarter 2011.

Since the start of the second quarter 2011, the price of Brent continued to increase and is trading above 120 $/b. European refining margins have decreased compared to the first quarter, reflecting mainly the impact of the sharp increase in oil prices.

¿   ¿   ¿

To listen to CFO Patrick de la Chevardière’s conference call with financial analysts today at 15:00 (Paris time) please log on to www.total.com or call +44 (0)207 162 0177 in Europe or +1 334 323 6203 in the U.S. (listen only). For a replay, please consult the website or call +44 207 031 4064 in Europe or 1 954 334 0342 in the US (code : 890 448).

¹⁸  calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 18.

¹⁹  the ex-dividend date for the remainder of the 2010 dividend will be May 23, 2011.

²⁰  the ex-dividend date for the interim quarterly dividend will be September 19, 2011.

²¹  pending approval at the May 13, 2011 Annual General Meeting.

11

This document may contain forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995, notably with respect to the financial condition, results of operations, business, strategy and plans of TOTAL.

Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including currency fluctuations, the price of petroleum products, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, environmental regulatory considerations and general economic and business conditions. Neither TOTAL nor any of its subsidiaries assumes any obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Further information on factors which could affect the company’s financial results is provided in documents filed by the Group with the French Autorité des Marchés Financiers and the U.S. Securities and Exchange Commission (“SEC”).

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 certain 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 rather than the historical value. The inventory valuation effect is the difference between the results according to the FIFO (First-In, First-Out) and the replacement cost.

(iii) Effect of changes in fair value

As from January 1, 2011, the effect of changes in fair value presented as an adjustment item reflects for some transactions differences between internal measures of performance used by TOTAL’s management and the accounting for these transactions under IFRS.

IFRS requires that trading inventories be recorded at their fair value using period-end spot prices. In order to best reflect the management of economic exposure through derivative transactions, internal indicators used to measure performance include valuations of trading inventories based on forward prices.

Furthermore, TOTAL, in its trading activities, enters into storage contracts, which future effects are recorded at fair value in Group’s internal economic performance. IFRS precludes recognition of this fair value effect.

(iv) Until June 30, 2010, TOTAL’s equity share of adjustment items reconciling “Business net income” to Net income attributable to equity holders of Sanofi-Aventis

The adjusted results (adjusted operating income, adjusted net operating income, adjusted net income) are defined as replacement cost results, adjusted for special items, excluding the effect of changes in fair value as from January 1^st, 2011 and excluding TOTAL’s equity share of adjustment items related to Sanofi-Aventis until June 30, 2010.

Dollar amounts presented herein represent euro amounts converted at the average euro-dollar exchange rate for the applicable period and are not the result of financial statements prepared in dollars.

Cautionary Note to U.S. Investors – The SEC permits oil and gas companies, in their filings with the SEC, to separately disclose proved, probable and possible reserves that a company has determined in accordance with SEC rules. We may use certain terms in this presentation, such as resources, that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the disclosure in our Form 20-F, File N° 1-10888, available from us at 2, place Jean Millier – La Défense 6 – 92078 Paris – La Défense Cedex, France, or at our Web site: www.total.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s Web site: www.sec.gov.

12

First quarter 2011 operating information by segment

— Upstream

Combined liquids and gas production by region (kboe/d)	1Q11		4Q10		1Q10		1Q11 vs 1Q10
Europe		582		573		647		-10	%
Africa		691		764		746		-7	%
Middle East		581		540		516		+13	%
North America		68		68		66		+3	%
South America		185		179		172		+8	%
Asia-Pacific		242		241		254		-5	%
CIS		22		22		26		-15	%
Total production		2,371		2,387		2,427		-2	%
Includes equity and non-consolidated affiliates		500		477		415		+20	%

Liquids production by region (kb/d)	1Q11		4Q10		1Q10		1Q11 vs 1Q10
Europe		263		265		301		-13	%
Africa		551		614		620		-11	%
Middle East		325		310		302		+8	%
North America		32		30		32		—
South America		82		83		72		+14	%
Asia-Pacific		28		22		32		-13	%
CIS		12		13		14		-14	%
Total production		1,293		1,337		1,373		-6	%
Includes equity and non-consolidated affiliates		325		318		284		+14	%

13

Gas production by region (Mcf/d)	1Q11		4Q10		1Q10		1Q11 vs 1Q10
Europe		1,743		1,676		1,940		-10	%
Africa		717		739		644		+11	%
Middle East		1,390		1,253		1,188		+17	%
North America		204		214		188		+9	%
South America		571		533		554		+3	%
Asia-Pacific		1,202		1,226		1,249		-4	%
CIS		53		51		66		-20	%
Total production		5,880		5,692		5,829		+1	%
Includes equity and non-consolidated affiliates		947		857		709		+34	%

Liquefied natural gas	1Q11		4Q10		1Q10		1Q11 vs 1Q10
LNG sales* (Mt)		3.38		3.12		2.85		+19	%

* sales, Group share, excluding trading ; 2010 data restated to reflect volume estimates for Bontang LNG in Indonesia based on the 2010 SEC coefficient.

— Downstream

Refined products sales by region (kb/d)*	1Q11		4Q10		1Q10		1Q11 vs 1Q10
Europe		2,019		1,968		1,949		+4	%
Africa		294		295		286		+3	%
Americas		102		95		147		-31	%
Rest of world		167		165		145		+15	%
Total consolidated sales		2,582		2,523		2,527		+2	%
Trading		1,187		1,307		990		+20	%
Total refined product sales		3,769		3,830		3,517		+7	%

* includes share of CEPSA and, starting October 2010, of TotalErg.

14

Adjustment items

— Adjustments to operating income from business segments

in millions of euros	1Q11		4Q10			1Q10
Special items affecting operating income from the business segments		—		(1,305	)		(50	)
•     Restructuring charges		—		—			—
•     Impairments		—		(1,393	)		—
•     Other		—		88			(50	)
Pre-tax inventory effect : FIFO vs. replacement cost		1,356		397			486
Effect of changes in fair value		84		—			—
Total adjustments affecting operating income from the business segments		1,440		(908	)		436

— Adjustments to net income (Group share)

in millions of euros	1Q11			4Q10			1Q10
Special items affecting net income (Group share)		(167	)		(809	)		14
•     Gain on asset sales		11			352			129
•     Restructuring charges		—			(42	)		—
•     Impairments		—			(1,058	)		(59	)
•     Other		(178	)		(61	)		(56	)
After-tax inventory effect : FIFO vs. replacement cost		946			283			344
Effect of changes in fair value		63			—			—
Equity share of adjustment items related to Sanofi-Aventis		—			—			(41	)*
Total adjustments to net income		842			(526	)		317

* based on Total’s share in Sanofi-Aventis of 6.2% at 3/31/2010. Effective July 1, 2010, Sanofi-Aventis is no longer treated as an equity affiliate.

Effective tax rates

Effective tax rate*	1Q11			4Q10			1Q10
Upstream		57.6	%		58.9	%		60.0	%
Group		55.6	%		57.2	%		57.1	%

* tax on adjusted net operating income / (adjusted net operating income - income from equity affiliates, dividends received from investments, and impairments of acquisition goodwill + tax on adjusted net operating income).

15

Investments – Divestments

in millions of euros	1Q11			4Q10			1Q10		1Q11 vs 1Q10
Investments excluding acquisitions*		2,787			3,454			2,427		+15	%
•      Capitalized exploration		217			462			199		+9	%
•      Net investments in equity affiliates and non-consolidated companies		(208	)		(315	)		111		na
Acquisitions		2,529			970			1,217		x2.1
Investments including acquisitions*		5,316			4,424			3,644		+46	%
Asset sales		296			742			965		-69	%
Net investments**		5,020			3,682			2,661		+89	%

expressed in millions of dollars***	1Q11			4Q10			1Q10		1Q11 vs 1Q10
Investments excluding acquisitions*		3,813			4,692			3,356		+14	%
•      Capitalized exploration		297			628			275		+8	%
•      Net investments in equity affiliates and non-consolidated companies		(285	)		(427	)		154		na
Acquisitions		3,460			1,318			1,683		x2.1
Investments including acquisitions*		7,272			6,009			5,039		+44	%
Asset sales		405			1,008			1,334		-70	%
Net investments**		6,867			5,001			3,680		+87	%

* 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.

*** dollar amounts represent euro amounts converted at the average €-$ exchange rate for the period.

16

Net-debt-to-equity ratio

in millions of euros	3/31/2011			12/31/2010			3/31/2010
Current borrowings		11,674			9,653			6,840
Net current financial assets		(1,709	)		(1,046	)		(654	)
Non-current financial debt		20,215			20,783			19,727
Hedging instruments of non-current debt		(1,352	)		(1,870	)		(1,212	)
Cash and cash equivalents		(17,327	)		(14,489	)		(12,954	)
Net debt		11,501			13,031			11,747
Shareholders’ equity		62,535			60,414			57,283
Estimated dividend payable*		(3,832	)		(2,553	)		(3,821	)
Minority interests		898			857			1,083
Equity		59,601			58,718			54,545
Net-debt-to-equity ratio		19.3	%		22.2	%		21.5	%

* based on a 2010 dividend of 2.28 €/share, after deducting the interim dividend of 1.14 € per share paid in November 2010.

2011 Sensitivities*

	Scenario	Change	Impact on adjusted operating income(e)	Impact on adjusted net operating income(e)
Dollar	1.30 $/€	+0.1 $ per  €	-1.6 B€	-0.8 B€
Brent	80 $/b	+1 $/b	+0.27 B€ / 0.35  B$	+0.13 B€ / 0.17  B$
European refining margins ERMI	30 $/t	+1 $/t	+0.07 B€ / 0.09  B$	+0.05 B€ / 0.07  B$

* sensitivities are revised once per year upon publication of the previous year’s fourth quarter results. The impact of the €-$ sensitivity on adjusted operating income and adjusted net operating income attributable to the Upstream segment are approximately 80% and 75% respectively, and the remaining impact of the €-$ sensitivity is essentially in the Downstream segment.

17

Return on average capital employed

— Twelve months ended March 31, 2011

in millions of euros	Upstream			Downstream			Chemicals			Segments			Group
Adjusted net operating income		9,475			1,289			938			11,702			11,599
Capital employed at 3/31/2010*		39,925			15,634			7,412			62,971			67,099
Capital employed at 3/31/2011*		44,528			14,527			7,681			66,736			70,579
ROACE		22.4	%		8.5	%		12.4	%		18.0	%		16.8	%

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

— Twelve months ended December 31, 2010

in millions of euros	Upstream			Downstream			Chemicals			Segments			Group
Adjusted net operating income		8,597			1,168			857			10,622			10,748
Capital employed at 12/31/2009*		37,397			15,299			6,898			59,594			64,451
Capital employed at 12/31/2010*		43,972			15,561			7,312			66,845			70,866
ROACE		21.1	%		7.6	%		12.1	%		16.8	%		15.9	%

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

— Twelve months ended March 31, 2010

in millions of euros	Upstream			Downstream			Chemicals			Segments			Group
Adjusted net operating income		6,871			508			461			7,840			8,399
Capital employed at 3/31/2009*		35,027			13,095			7,175			55,297			61,688
Capital employed at 3/31/2010*		39,925			15,634			7,412			62,971			67,099
ROACE		18.3	%		3.5	%		6.3	%		13.3	%		13.0	%

* at replacement cost (excluding after-tax inventory effect)

18

EX-99.5

Exhibit 99.5

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

Paris, May 6, 2011 - Total announces that its subsidiary, TEPA (Block 17/06) Limited, and Sociedade Nacional de Combustíveis de Angola (Sonangol E.P.), have discovered hydrocarbons in the north-eastern area of the deep offshore block 17/06.

Drilled in a water depth of 445 meters, the Canna-1 well discovered hydrocarbons in reservoir of Miocene age and produced more than 5,000 barrels per day of high quality oil (33° API) during a production test.

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

Total Exploration & Production in Angola

Total is present in Angola since 1953. In Angola, Total operated 460,000 barrels oil equivalent per day (boe/d) in 2010, and its SEC* equity production amounted approximately 163,000 boe/d. This production comes essentially from Blocks 17,0 and 14.

Deep offshore Block 17, operated by Total with a 40% interest, is Total’s principal asset in Angola. It is composed of four major zones: Girassol-Rosa and Dalia, which are currently producing; Pazflor, a project under development for a production start in the second half of 2011; and CLOV (based on the Cravo, Lirio, Orquidea and Violeta discoveries), for which the development was recently launched.

Total is also the operator with a 30% stake in the ultra deep offshore Block 32, on which 12 discoveries were made, confirming the oil potential of the block. Pre-development studies for a first production zone in the central south eastern portion of the block are underway.

In addition, the Angola LNG project for the construction of a liquefaction plant near Soyo is designed to bring the country’s natural gas reserves to market. This project, on which Total holds a 13.6% stake, will be supplied by the associated gas from the fields on Blocks 0, 14, 15, 17 and 18. The project is underway with production expected to begin in 2012.

In Angola, as in all countries where Total operates, the Group is committed to developing the Angolan oil industry while recruiting and providing professional training to local workers. Through its ambitious “Angolanisation” and technology transfer plans, Total has strengthened the local economy and made of Hygiene, Safety and Environment awareness a top priority. Total E&P Angola has developed a transparent and solid corporate social responsibility policy around three main axes: health, education (opening of four high schools in the provinces in 2009) and economic community development.

* SEC: United States Securities and Exchange Commission

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