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

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 o

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): o

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): o

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 o		No þ

(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 AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 fourth quarter and year ended December 31, 2010, and a description of certain recent developments relating to its business, as well as a capitalization table as of December 31, 2010, and a ratio of earnings to fixed charges for each of the five years ended December 31, 2010, 2009, 2008, 2007 and 2006, together with the computation of the ratio of earnings to fixed charges.

TABLE OF CONTENTS

SIGNATURES
Exhibit Index
EX-99.1: Results for the Fourth Quarter and Year Ended December 31, 2010
EX-99.2: Recent Developments
EX-99.3: Ratio of Earnings to Fixed Charges and Capitalization and Indebtedness
EX-99.4: Computation of Ratio 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.

Exhibit Index

Exhibit 99.1		Results for the Fourth Quarter and Year Ended December 31, 2010
Exhibit 99.2		Recent Developments
Exhibit 99.3		Ratio of Earnings to Fixed Charges and Capitalization and Indebtedness
Exhibit 99.4		Computation of Ratio of Earnings to Fixed Charges

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 fourth quarter and year ended December 31, 2010, has been derived from TOTAL’s unaudited consolidated financial statements for the fourth quarter and year ended December 31, 2010.

The following discussion should be read in conjunction with the unaudited consolidated financial statements for the fourth quarter and year ended December 31, 2010, provided elsewhere in this Form 6-K, the unaudited interim consolidated financial statements and related notes for the third quarter and nine months ended September 30, 2010, contained in TOTAL’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2010, and the information, including the audited financial statements and related notes, for the year ended December 31, 2009, contained in TOTAL’s Annual Report on Form 20-F for the year ended December 31, 2009, filed with the SEC on April 1, 2010.

l

Key figures and consolidated accounts of TOTAL*

												4Q10														2010
												vs				in millions of euros										vs
4Q10				3Q10				4Q09				4Q09				except earnings per share and number of shares		2010				2009				2009
	40,157				40,180				36,228				+11	%		Sales			159,269				131,327				+21	%
																Adjusted net operating income from business segments
	2,300				2,123				1,948				+18	%		• Upstream			8,597				6,382				+35	%
	266				264				51				x5			• Downstream			1,168				953				+23	%
	170				256				72				x2			• Chemicals			857				272				x3
	0.90				1.26				0.92				-2	%		Fully-diluted earnings per share (euros)			4.71				3.78				+25	%
	2,247.9				2,244.9				2,241.4				—			Fully-diluted weighted-average shares (millions)			2,244.5				2,237.3				—
	2,030				2,827				2,065				-2	%		Net income (Group share)			10,571				8,447				+25	%
	5,026				4,092				3,524				+43	%		Investments**			16,273				13,349				+22	%
	4,424				4,005				3,419				+29	%		Investments including net investments in equity affiliates and non-consolidated companies**			15,445				13,003				+19	%
	1,344				1,074				944				+42	%		Divestments			4,316				3,081				+40	%
	3,387				4,904				1,889				+79	%		Cash flow from operations			18,493				12,360				+50	%

*		Adjusted net operating income is defined as income using replacement cost, adjusted for special items affecting operating income 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.

l

Fourth quarter 2010 results

  > Sales

In the fourth quarter 2010, the Brent price averaged 86.5 $/b, an increase of 16% compared to the fourth quarter 2009 and 12% compared to the third quarter 2010. The European refining margin indicator (ERMI) averaged 32.3 $/t compared to 11.7 $/t in the fourth quarter 2009 and 16.4 $/t in the third quarter 2010.

The euro-dollar exchange rate averaged 1.36 $/€ in the fourth quarter 2010 compared to 1.48 $/€ in the fourth quarter 2009 and 1.29 $/€ in the third quarter 2010.

In this environment, sales were €40,157 million in the fourth quarter 2010, an increase of 11% compared to €36,228 million in the fourth quarter 2009.

  > Net income

Reported net income (Group share) in the fourth quarter 2010 decreased by 2% to €2,030 million from €2,065 million in the fourth quarter 2009, mainly due to the positive impact of the Group’s performance in the fourth quarter 2010 being offset by the impact of special items (described hereafter). The after-tax inventory valuation effect (as defined below under “Analysis of business segment results”) had a positive impact on net income (Group share) of €283 million in the fourth quarter 2010 and a positive impact of €296 million in the fourth quarter 2009. Special items had a negative impact on net income (Group share) of €809 million in the fourth quarter 2010, comprised essentially of impairments on European refining assets (-€913 million), partially offset by gains on asset sales (€352 million). In the fourth quarter 2009, special items had a negative impact on net income of €264 million. 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 fourth 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 €48 million.

Fully-diluted earnings per share, based on 2,247.9 million fully-diluted weighted-average shares, was €0.90 in the fourth quarter 2010 compared to €0.92 in the fourth quarter 2009, a decrease of 2%.

  > Investments — divestments¹

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were €3.5 billion in the fourth quarter 2010 compared to €3.3 billion in the fourth quarter 2009.

Acquisitions were €970 million in the fourth quarter 2010, including essentially the acquisition of a 20% share in the GLNG project in Australia. The transaction to increase the interest in GLNG from 20% to 27.5% will be finalized in 2011.

Asset sales in the fourth quarter 2010 were €742 million, comprised essentially of the sale of the company’s 5% share in Block 31 in Angola.

Net investments² were €3.7 billion in the fourth quarter 2010 compared to €2.6 billion in the fourth quarter 2009.

  > Cash flow

Cash flow from operations was €3,387 million in the fourth quarter 2010 compared to €1,889 million in the fourth quarter 2009. The increase is essentially due to the increase in net income before the fourth quarter 2010 impairment charges on European refining assets.

The Group’s net cash flow³ was negative €295 million in the fourth quarter 2010 compared to negative €691 million in the fourth quarter 2009.

l

Results for the full year 2010

  > Sales

Compared to the full year 2009, the 2010 oil market environment was marked by a 29% increase in the average Brent price to 79.5 $/b while the average realized price of gas was stable. The ERMI increased to 27.4 $/t in 2010 from 17.8 $/t in 2009.

The euro-dollar exchange rate was 1.33 $/€ compared to 1.39 $/€ on average in 2009.

In this environment, sales in 2010 were €159,269 million, an increase of 21% compared to €131,327 million for 2009.

  > Net income

Reported net income (Group share) in 2010 increased by 25% to €10,571 million from €8,447 million in 2009, mainly due to the increase in hydrocarbon prices and production as well as a rebound in the Chemicals segment. The after-tax inventory effect had a positive impact on net income (Group share) of €748 million in 2010 and a positive impact of €1,533 million in 2009, in each case due to the increase in oil prices. Special items had a negative impact on net income (Group share) of €384 million in 2010, comprised essentially of asset impairments that had a negative impact of €1,224 million and gains on asset sales that had a positive impact of €1,046 million. Special items had a negative impact of €570 million in 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. The Group’s share of adjustment items related to Sanofi-Aventis had a negative impact on net income (Group share) of €81 million in 2010 and a negative impact of €300 million for the full year 2009.

On December 31, 2010, there were 2,249.3 million fully-diluted shares compared to 2,243.7 million fully-diluted shares on December 31, 2009.

Fully-diluted earnings per share, based on 2,244.5 million weighted-average shares, was €4.71 in 2010 compared to €3.78 in 2009, an increase of 25%.

  > Investments — divestments⁴

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were €11.9 billion in 2010, compared to €12.3 billion in 2009.

Acquisitions were €3.5 billion in 2010, comprised essentially of the acquisition of assets in the Barnett Shale in the United States, UTS in Canada, a 20% interest in the GLNG project in Australia and an increased stake in the Laggan Tormore blocks in the UK.

Asset sales in 2010 were €3.5 billion, comprised essentially of the sale of Sanofi-Aventis shares, the Valhall and Hod fields in Norway, the 5% interest in Block 31 in Angola, and the Mapa Spontex unit in the Chemicals segment.

Net investments⁵ increased by 16% to €12.0 billion from €10.3 billion in 2009.

  > Cash flow

Cash flow from operations was €18,493 million, an increase of 50% compared to 2009, essentially due to the increase in net income and the more favorable change in working capital than in 2009. Cash flow from operating activities was affected by the effect of changes in oil and oil products prices on the Group’s working capital requirement. As IFRS rules account for inventories of petroleum products according to the FIFO method, an increase in oil and oil products prices at the end of the relevant period compared to the beginning of the same period generates, all other factors remaining equal, an increase in inventories and accounts receivable net of an increase in accounts payable, resulting in an increase in working capital requirements. Similarly, a decrease in oil and oil products prices generates a decrease in working capital requirements.

The Group’s net cash flow⁶ was €6,536 million compared to €2,092 million in 2009.

The net-debt-to-equity ratio was 22.2% on December 31, 2010, compared to 18.2% on September 30, 2010 and 26.6% on December 31, 2009.⁷

l

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 25 to 31 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.

Upstream

  > Environment — liquids and gas price realizations*

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09						2010				2009				2009
	86.5				76.9				74.5				+16	%		Brent ($/b)			79.5				61.7				+29	%
	83.7				72.8				70.6				+19	%		Average liquids price ($/b)			76.3				58.1				+31	%
	5.62				5.13				5.07				+11	%		Average gas price ($/Mbtu)			5.15				5.17				—
	61.9				54.9				54.4				+14	%		Average hydrocarbons price ($/boe)			56.7				47.1				+20	%

  > Production

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09				Hydrocarbon production		2010				2009				2009
	2,387				2,340				2,377				—			Combined production (kboe/d)			2,378				2,281				+4	%
	1,337				1,325				1,404				-5	%		• Liquids (kb/d)			1,340				1,381				-3	%
	5,692				5,529				5,320				+7	%		• Gas (Mcf/d)			5,648				4,923				+15	%

In the fourth quarter 2010, hydrocarbon production was 2,387 thousand barrels of oil equivalent per day (kboe/d), an increase of 0.4% compared to the fourth quarter 2009, essentially as a result of:

•		production ramp-ups on new projects more than offsetting the normal decline;
•		+1% for lower OPEC reductions and an improvement in gas demand;
•		+0.5% for improved security conditions in Nigeria;
•		+0.5% for changes in the portfolio; and
•		-2% for the price effect8.

In 2010, hydrocarbon production was 2,378 kboe/d, an increase of 4.3% compared to 2009, essentially as a result of:

•		+3% for production ramp-ups on new projects, net of the normal decline, and a lower level of turnarounds;
•		+1.5% for lower OPEC reductions and an increase in gas demand;
•		+1% for improved security conditions in Nigeria;
•		+2% for changes in the portfolio; and
•		-3% for the price effect.

  > Reserves

Year-end reserves		2010				2009				%
Hydrocarbon reserves (Mboe)			10,695				10,483				+2	%
• Liquids (Mb)			5,987				5,689				+5	%
• Gas (Bcf)			25,788				26,318				-2	%

Proved reserves based on SEC rules (based on Brent at 79.02 $/b) were 10,695 Mboe at December 31, 2010. Based on the 2010 average rate of production, the reserve life is more than 12 years.

  > Results

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09				in millions of euros		2010				2009				2009
	5,002				4,410				4,880				+3	%		Non-Group sales			18,527				16,072				+15	%
	4,507				4,175				3,887				+16	%		Operating income			17,450				12,858				+36	%
	188				15				21				x9			Adjustments affecting operating income			203				21				x10
	4,695				4,190				3,908				+20	%		Adjusted operating income*			17,653				12,879				+37	%
	2,300				2,123				1,948				+18	%		Adjusted net operating income*			8,597				6,382				+35	%
	313				335				293				+7	%		• includes income from equity affiliates			1,254				886				+42	%
	3,942				3,400				2,429				+62	%		Investments			13,208				9,855				+34	%
	771				1,035				77				x10			Divestments			2,067				398				x5
	3,908				2,831				2,825				+38	%		Cash flow from operating activities			15,573				10,200				+53	%

Adjusted net operating income from the Upstream segment was €2,300 million in the fourth quarter 2010 compared to €1,948 million in the fourth quarter 2009, an increase of 18%, reflecting essentially the impact of higher hydrocarbon prices compared to the fourth quarter 2009.

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 €97 million in the fourth quarter 2010 and a positive impact of €94 million in the fourth quarter 2009.

The effective tax rate for the Upstream segment was 59% compared to 58% in the fourth quarter 2009.

For the full year 2010, adjusted net operating income from the Upstream segment was €8,597 million compared to €6,382 million in 2009, an increase of 35%, reflecting essentially the impact of production growth and higher hydrocarbon prices.

Technical costs for consolidated subsidiaries, in accordance with ASC 932⁹, were 16.6 $/boe in 2010, compared to 15.4 $/boe in 2009.

The return on average capital employed (ROACE¹⁰) for the Upstream segment was 21% in 2010 compared to 18% in 2009.

Downstream

  > Refinery throughput and utilization rates*

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09						2010				2009				2009
	1,832				2,068				2,055				-11	%		Total refinery throughput (kb/d)			2,009				2,151				-7	%
	550				773				701				-22	%		• France			697				836				-17	%
	1,039				1,038				1,104				-6	%		• Rest of Europe			1,059				1,065				-1	%
	243				257				250				-3	%		• Rest of world			253				250				+1	%
																Utilization rates
	66	%			74	%			75	%						• Based on crude only			73	%			78	%
	71	%			80	%			79	%						• Based on crude and other feedstock			77	%			83	%

In the fourth quarter 2010, refinery throughput decreased by 11% compared to the fourth quarter 2009, mainly due to strikes that affected all French refineries in the fourth quarter 2010 as well as the shut-down of a distillation unit at the Lindsey refinery in the UK following an incident in June 2010.

For the full year 2010, refinery throughput decreased by 7% compared to 2009, reflecting essentially the shutdown of the Dunkirk refinery and a distillation unit at the Normandy refinery as well as impacts from strikes in France.

  > Results

												4Q10														2010
												vs				in millions of euros										vs
4Q10				3Q10				4Q09				4Q09				(except the ERMI refining margin indicator)		2010				2009				2009
	32.3				16.4				11.7				x3			European refining margin indicator — ERMI ($/t)			27.4				17.8				+54	%
	30,940				31,307				27,423				+13	%		Non-Group sales			123,245				100,518				+23	%
	(509	)			166				39				n/a			Operating income			982				2,237				-56	%
	783				71				(28	)			n/a			Adjustments affecting operating income			269				(1,211	)			n/a
	274				237				11				x25			Adjusted operating income*			1,251				1,026				+22	%
	266				264				51				x5			Adjusted net operating income*			1,168				953				+23	%
	61				60				19				x3			• includes income from equity affiliates			179				155				+15	%
	757				568				844				-10	%		Investments			2,343				2,771				-15	%
	433				28				48				x9			Divestments			499				133				x4
	(955	)			900				(1,400	)			n/a			Cash flow from operating activities			1,441				1,164				+24	%

The European refinery margin indicator (ERMI) averaged 32.3 $/t in the fourth quarter 2010, representing a nearly three-fold increase compared to the fourth quarter 2009. For the full year 2010, the ERMI was 27.4 $/t, an increase of 54% compared to 2009.

Adjusted net operating income from the Downstream segment was €266 million in the fourth quarter 2010, compared to €51 million in the fourth quarter 2009. This result represents close to a 5-fold increase over the fourth quarter 2009, and is mainly

due to the rebound in fourth quarter 2010 refining margins versus the very low levels of margins in the fourth quarter 2009. However, the Group did not fully benefit from the improved environment due to significantly lower throughput as compared to the fourth quarter 2009 in the French refineries and the Lindsey refinery in the UK. The impact of the strikes on adjusted net operating income was determined to be close to €75 million.

Adjusted net operating income for the Downstream segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a negative impact on Downstream adjusted net operating income of €197 million in the fourth quarter 2010 and a negative impact of €259 million in the fourth quarter 2009. The exclusion of special items had a positive impact on Downstream adjusted net operating income of €847 million in the fourth quarter 2010, reflecting mainly impairments on European refining assets, as further detailed below, and a positive impact of €276 million in the fourth quarter 2009, primarily relating to asset impairments.

For the full year 2010, adjusted net operating income for the Downstream segment €1,168 million compared to €953 million in 2009. The increase is essentially due to the positive impact of the refining margin improvement, which was partially offset by lower throughput and reliability of the Group’s refineries in 2010 and less favorable conditions for supply optimization.

The persistence of an unfavorable economic environment for refining, affecting Europe in particular, led the Group to recognize an impairment in the Downstream segment, essentially on French and UK refining assets, in the fourth quarter 2010 in the amount of €1,192 million in operating income and €913 million in net operating income. These elements have been treated as adjustment items.

The ROACE for the Downstream segment was 8% in 2010 compared to 7% in 2009.

Chemicals

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09				in millions of euros		2010				2009				2009
	4,218				4,460				3,932				+7	%		Non-Group sales			17,490				14,726				+19	%
	2,579				2,748				2,389				+8	%		• Base chemicals			10,653				8,655				+23	%
	1,639				1,710				1,543				+6	%		• Specialties			6,824				6,071				+12	%
	196				268				97				x2			Operating income			964				553				+74	%
	(63	)			33				(31	)			x2			Adjustments affecting operating income			(71	)			(304	)			+77	%
	133				301				66				x2			Adjusted operating income*			893				249				x3.5
	170				256				72				x2			Adjusted net operating income*			857				272				x3
	67				133				(16	)			n/a			• Base chemicals			393				16				x25
	109				125				93				+17	%		• Specialties			475				279				+70	%
	292				111				225				+30	%		Investments			641				631				+2	%
	23				(10	)			20				+15	%		Divestments			347				47				x7
	332				215				324				+2	%		Cash flow from operating activities			934				1,082				-14	%

The environment for Base chemicals was weaker in the fourth quarter 2010 than in the third quarter 2010, affected by a decrease in petrochemical margins, particularly in Europe; however, globally the environment remained more favorable than in the fourth quarter 2009.

For the full year 2010, the Chemicals segment benefited from a strong rebound in demand and Base chemicals margins as well as an increase in demand in the Specialties chemicals markets.

Sales, excluding intra-Group sales, for the Chemicals segment were €4,218 million in the fourth quarter 2010, an increase of 7% compared to the fourth quarter 2009.

The adjusted net operating income for the Chemicals segment was €170 million in the fourth quarter 2010, representing more than a two-fold increase over the fourth quarter 2009.

Adjusted net operating income for the Chemicals segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a negative impact on the Chemicals segment’s adjusted net operating income of €93 million in the fourth quarter 2010 and a negative impact of €38 million in the fourth quarter 2009. The exclusion of special items had a positive impact on the Chemicals segment’s adjusted net operating income of €65 million in the fourth quarter 2010 and a negative impact of €11 million in the fourth quarter 2009.

For the full year 2010, Chemicals segment sales, excluding intra-Group sales, were €17,490 million, an increase of 19% compared to 2009.

The adjusted net operating income for the Chemicals segment in 2010 was €857 million compared to €272 million in 2009. The adjusted net operating income for Base chemicals increased by €377 million from 2009 to 2010, due to an improved environment and the ramp up of new production units in Qatar. In 2010, Specialties benefited from strong operational performance and good positioning in growth markets.

The ROACE for the Chemicals segment was 12% in 2010 compared to 4% in 2009.

l Total S.A., parent company accounts and proposed dividend

Net income for Total S.A., the parent company, was €5,840 million in 2010 compared to €5,634 million in 2009. After closing the accounts, the Board of Directors decided to propose at the May 13, 2011, Annual Shareholders Meeting a dividend of €2.28 per share for 2010, stable compared to the previous year.

Taking into account the interim dividend of €1.14 per share paid on November 17, 2010, the remaining €1.14 per share would be paid on May 26, 2011¹¹.

l Summary and outlook

TOTAL plans to continue in 2011 to consolidate the drivers for future growth, while reaffirming the priority of the safety and acceptability of its operations.

The 2011 investment budget is $20 billion (€15.4 billion), and 80% will be dedicated to the Upstream segment. In addition, TOTAL intends to continue to pursue targeted acquisitions and divestments of non-core assets.

The Group also confirms its commitment to research and development by raising its 2011 budget to close to $1 billion (€0.75 billion).

In the Upstream segment, TOTAL will start production from a new wave of major projects beginning in mid-2011, in particular with the start-up of Pazflor in Angola expected in the fourth quarter. The Group will continue to study numerous projects, notably in Russia, Australia, Canada and China; the expectation is to launch these projects over the next two years, which will contribute to increasing the visibility on medium-term growth. With an exploration budget raised to $2.1 billion (€1.6 billion) for 2011, the Group is implementing a bolder and more diversified approach that targets larger discoveries.

In the Downstream and Chemicals segments, TOTAL will continue to pursue measures to improve its competitiveness by adapting its European portfolio, by starting up new units at the Port Arthur refinery in the United States and by increasing its presence in growth markets.

Since the beginning of the first quarter 2011, the price of Brent has traded between 90 and 100 $/b, a significant increase over the fourth quarter 2010 average. The European refining environment remains difficult with weaker margins compared to the fourth quarter 2010.

Forward-looking statements

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

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

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

	•		material adverse changes in general economic conditions or in the markets served by TOTAL, including changes in the prices of oil, natural gas, refined products, petrochemical products and other chemicals;
	•		changes in currency exchange rates and currency devaluations;
	•		the success and the economic efficiency of oil and natural gas exploration, development and production programs, including without limitation, those that are not controlled and/or operated by TOTAL;
	•		uncertainties about estimates of changes in proven and potential reserves and the capabilities of production facilities;
	•		uncertainties about the ability to control unit costs in exploration, production, refining and marketing (including refining margins) and chemicals;
	•		changes in the current capital expenditure plans of TOTAL;
	•		the ability of TOTAL to realize anticipated cost savings, synergies and operating efficiencies;
	•		the financial resources of competitors;
	•		changes in laws and regulations, including tax and environmental laws and industrial safety regulations;
	•		the quality of future opportunities that may be presented to or pursued by TOTAL;
	•		the ability to generate cash flow or obtain financing to fund growth and the cost of such financing and liquidity conditions in the capital markets generally;
	•		the ability to obtain governmental or regulatory approvals;
	•		the ability to respond to challenges in international markets, including political or economic conditions, including international armed conflict, and trade and regulatory matters;
	•		the ability to complete and integrate appropriate acquisitions, strategic alliances and joint ventures;
	•		changes in the political environment that adversely affect exploration, production licenses and contractual rights or impose minimum drilling obligations, price controls, nationalization or expropriation, and regulation of refining and marketing, chemicals and power generating activities;
	•		the possibility that other unpredictable events such as labor disputes or industrial accidents will adversely affect the business of TOTAL; and
	•		the risk that TOTAL will inadequately hedge the price of crude oil or finished products.

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

Operating information by segment
Fourth quarter and full year 2010

l Upstream

												4Q10														2010
												vs				Combined liquids and gas										vs
4Q10				3Q10				4Q09				4Q09				production by region (kboe/d)		2010				2009				2009
	573				521				627				-9	%		Europe			580				613				-5	%
	764				765				780				-2	%		Africa			756				749				+1	%
	540				534				493				+10	%		Middle East			527				438				+20	%
	68				65				41				+66	%		North America			65				24				x3
	179				179				167				+7	%		South America			179				182				-2	%
	241				253				242				—			Asia-Pacific			248				251				-1	%
	22				23				27				-19	%		CIS			23				24				-4	%
	2,387				2,340				2,377				—			Total production			2,378				2,281				+4	%
	477				455				393				+21	%		Includes equity and non-consolidated affiliates			444				359				+24	%

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09				Liquids production by region (kb/d)		2010				2009				2009
	265				251				306				-13	%		Europe			269				295				-9	%
	614				617				648				-5	%		Africa			616				632				-3	%
	310				313				304				+2	%		Middle East			308				307				—
	30				29				30				—			North America			30				20				+50	%
	83				72				68				+22	%		South America			76				80				-5	%
	22				30				31				-29	%		Asia-Pacific			28				33				-15	%
	13				13				17				-24	%		CIS			13				14				-7	%
	1,337				1,325				1,404				-5	%		Total production			1,340				1,381				-3	%
	318				304				276				+15	%		Includes equity and non-consolidated affiliates			300				286				+5	%

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09				Gas production by region (Mcf/d)		2010				2009				2009
	1,676				1,464				1,736				-3	%		Europe			1,690				1,734				-3	%
	739				758				681				+9	%		Africa			712				599				+19	%
	1,253				1,207				1,050				+19	%		Middle East			1,185				724				+64	%
	214				203				53				x4			North America			199				22				x9
	533				593				546				-2	%		South America			569				564				+1	%
	1,226				1,249				1,196				+3	%		Asia-Pacific			1,237				1,228				+1	%
	51				55				58				-12	%		CIS			56				52				+8	%
	5,692				5,529				5,320				+7	%		Total production			5,648				4,923				+15	%
	857				820				635				+35	%		Includes equity and non-consolidated affiliates			781				395				+98	%

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09				Liquefied natural gas		2010				2009				2009
	3.12				3.39				2.35				+33	%		LNG sales* (Mt)			12.32				8.83				+40	%

l Downstream

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09				Refined products sales by region (kb/d)*		2010				2009				2009
	1,968				1,920				2,046				-4	%		Europe			1,929				2,053				-6	%
	295				286				295				—			Africa			292				281				+4	%
	95				102				145				-34	%		Americas			115				165				-30	%
	165				161				158				+4	%		Rest of world			159				142				+12	%
	2,523				2,469				2,644				-5	%		Total consolidated sales			2,495				2,641				-6	%
	1,307				1,300				921				+42	%		Trading			1,281				975				+31	%
	3,830				3,769				3,565				+7	%		Total refined product sales			3,776				3,616				+4	%

Investments — Divestments

												4Q10														2010
												vs														vs
4Q10				3Q10				4Q09				4Q09				in millions of euros		2010				2009				2009
	3,454				2,982				3,307				+4	%		Investments excluding acquisitions*			11,930				12,260				-3	%
	462				160				256				+80	%		• Capitalized exploration			1,042				865				+20	%
	(315	)			151				159			na				• Net investments in equity affiliates and non-consolidated companies			117				594				-80	%
	970				1,023				112				x9			Acquisitions			3,515				743				x5
	4,424				4,005				3,419				+29	%		Investments including acquisitions*			15,445				13,003				+19	%
	742				987				821				-10	%		Asset sales			3,452				2,663				+30	%
	3,682				3,018				2,580				+43	%		Net investments**			11,957				10,268				+16	%

Net-debt-to-equity ratio

in millions of euros		12/31/2010				9/30/2010				12/31/2009
Current borrowings			9,653				10,201				6,994
Net current financial assets			(1,046	)			(1,351	)			(188	)
Non-current financial debt			20,783				21,566				19,437
Hedging instruments of non-current debt			(1,870	)			(1,760	)			(1,025	)
Cash and cash equivalents			(14,489	)			(18,247	)			(11,662	)
Net debt			13,031				10,409				13,556
Shareholders’ equity			60,414				57,583				52,552
Estimated dividend payable*			(2,553	)			(1,273	)			(2,546	)
Minority interests			857				838				987
Equity			58,718				57,148				50,993
Net-debt-to-equity ratio			22.2	%			18.2	%			26.6	%

Return on average capital employed

l

Full year 2010

in millions of euros		Upstream				Downstream				Chemicals
Adjusted net operating income			8,597				1,168				857
Capital employed at 12/31/2009*			37,397				15,299				6,898
Capital employed at 12/31/2010*			43,972				15,561				7,312
ROACE			21.1	%			7.6	%			12.1	%

l

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	%

l

Full year 2009

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

MAIN INDICATORS

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

						European
						refining margins								Average liquids				Average gas
		€/ $				ERMI* ($/t) **				Brent ($/b)				price*** ($/b)				price ($/Mbtu)***
Fourth quarter 2010			1.36				32.3				86.5				83.7				5.62
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.

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)

		4th quarter				3rd quarter				4th quarter
(M€) (a)		2010				2010				2009
Sales			40,157				40,180				36,228
Excise taxes			(4,397	)			(4,952	)			(4,933	)
Revenues from sales			35,760				35,228				31,295
Purchases, net of inventory variation			(23,623	)			(23,918	)			(20,590	)
Other operating expenses			(4,749	)			(4,841	)			(4,684	)
Exploration costs			(197	)			(160	)			(237	)
Depreciation, depletion and amortization of tangible assets and mineral interests			(3,160	)			(1,805	)			(1,927	)
Other income			582				540				123
Other expense			(513	)			(61	)			(202	)
Financial interest on debt			(126	)			(126	)			(111	)
Financial income from marketable securities & cash equivalents			43				40				16
Cost of net debt			(83	)			(86	)			(95	)
Other financial income			118				111				177
Other financial expense			(114	)			(103	)			(92	)
Equity in income (loss) of affiliates			515				401				384
Income taxes			(2,455	)			(2,426	)			(2,045	)
Consolidated net income			2,081				2,880				2,107
Group share			2,030				2,827				2,065
Minority interests			51				53				42
Earnings per share (€)			0.91				1.27				0.93
Fully-diluted earnings per share (€)			0.90				1.26				0.92

(a)	Except for per share amounts.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

TOTAL

(unaudited)

		4th quarter				3rd quarter				4th quarter
(M€)		2010				2010				2009
Consolidated net income			2,081				2,880				2,107
Other comprehensive income
Currency translation adjustment			762				(3,527	)			615
Available for sale financial assets			(52	)			4				(12	)
Cash flow hedge			9				(38	)			65
Share of other comprehensive income of associates, net amount			27				(200	)			183
Other			(1	)			(9	)			1
Tax effect			(3	)			13				(7	)
Total other comprehensive income (net amount)			742				(3,757	)			845
Comprehensive income			2,823				(877	)			2,952
- Group share			2,757				(865	)			2,865
- Minority interests			66				(12	)			87