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
January
28, 2011
Commission File Number 001-10888
TOTAL S.A.
(Translation of registrant’s name into English)
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form 20-F 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THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS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.
TABLE OF CONTENTS
TOTAL S.A. is providing on this Form 6-K (i) the Officer’s Certificate pursuant to Sections 102 and
301 of the Indenture dated as of October 2, 2009, among Total Capital, TOTAL S.A. and The Bank of
New York Mellon, as Trustee (the “Total Capital
Indenture”), (ii) the Officer’s Certificate pursuant to Sections
102 and 301 of the Indenture dated as of January 28, 2011, among
Total Capital Canada Ltd., TOTAL S.A. and The Bank of New York
Mellon, as Trustee (the “Total Canada Indenture”), (iii) the Opinion of Peter Herbel, General Counsel of
TOTAL S.A., as to the validity of the Notes and the
Guarantee issued on January 28, 2011,
pursuant to the Total Capital Indenture and the Total Canada Indenture, as to certain matters of
French law, (iv) the Opinion of Jonathan
E. Marsh, Group U.S. Counsel of TOTAL S.A., as to the validity of the
Notes and the
Guarantee issued on January 28, 2011, pursuant to the Total Capital
Indenture and the Total Canada Indenture, as to certain matters of United
States law and (v) the Opinion of Bennett Jones LLP, counsel to
Total Capital Canada Ltd. and TOTAL S.A., as to the validity of the
Notes and the Guarantee issued on January 28, 2011,
pursuant to the Total Canada Indenture, as to certain matters of
Canadian law.