Bond Repsolis 5.5% ( US87425EAN31 ) in USD

Repsolis

121.025 % ⇌

Canada

US87425EAN31 ( in USD )

5.5% per year ( payment 2 times a year)

14/05/2042

Prospectus brochure of the bond Repsol US87425EAN31 en USD 5.5%, maturity 14/05/2042

87425EAN3

15/11/2025 ( In 132 days )

Repsol is a Spanish multinational oil and gas company engaged in the exploration, production, refining, and distribution of petroleum products and the generation of electricity.

The Bond issued by Repsolis ( Canada ) , in USD, with the ISIN code US87425EAN31, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/05/2042

http://www.sec.gov/Archives/edgar/data/201283/000104746912006103/...
SUPPL 1 a2209565zsuppl.htm SUPPL
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Filed pursuant to
General Instruction II.L.
of Form F-10;
File No. 333-180401
Prospectus Supplement
May 15, 2012
(To Prospectus dated April 3, 2012)
US$600,000,000
5.50% Notes due 2042
The notes will bear interest at the rate of 5.50% per year. We will pay interest on the notes semi-annually in arrears on May 15
and November 15 of each year, beginning November 15, 2012. The notes will mature on May 15, 2042. We may redeem some or all
of the notes at any time prior to November 15, 2041 at 100% of their principal amount plus a make-whole premium as described in
this prospectus supplement. We may also redeem all (and not less than all) of the notes if certain changes affecting Canadian
withholding taxes occur. We may also redeem some or all of the notes on or after November 15, 2041 at 100% of their principal
amount. The notes do not have the benefit of any sinking fund.
The notes will be our unsecured and unsubordinated obligations and rank equally with all of our existing and future unsecured
and unsubordinated indebtedness.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 23 of the
accompanying prospectus.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare
this prospectus supplement and the accompanying prospectus in accordance with Canadian disclosure requirements which are
different from those of the United States. We prepare our financial statements in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board and are subject to Canadian auditing and
auditor independence standards. As a result, they may not be comparable to financial statements of United States companies
in certain respects.
Owning the notes may subject you to tax consequences both in the United States and in Canada. This prospectus
supplement and the accompanying prospectus may not describe these tax consequences fully. You should read the tax
discussion in this prospectus supplement.
Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because
we are incorporated in Canada, some or all of our officers and directors and some or all of the experts named in this
prospectus supplement and the accompanying prospectus are residents of Canada, and a substantial portion of our assets and
all or a substantial portion of the assets of such persons are located outside of the United States.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offence.

Per Note

Total

Public offering price
98.143% US$588,858,000
Underwriting
commission
0.875% US$5,250,000
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Proceeds, before expenses, to Talisman
97.268%
US$583,608,000
The price of the notes will also include accrued interest, if any, from May 18, 2012 to the date of delivery.
The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company
and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking S.A., against payment in
New York, New York on or about May 18, 2012.
Joint Book-Running Managers

J.P. Morgan

Citigroup

Barclays

BNP PARIBAS

HSBC
Senior Co-Managers

BofA Merrill Lynch
DnB NOR Markets
RBS

SMBC Nikko
SOCIETE GENERALE
Co-Managers

Morgan Stanley
Credit Suisse
Deutsche Bank Securities

Goldman, Sachs & Co.
Mizuho Securities USA
Santander
Inc.
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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part, this prospectus supplement, describes the specific terms of the notes we are
offering and also adds and updates certain information contained in the accompanying prospectus and documents incorporated by
reference. The second part, the base prospectus, dated April 3, 2012, gives more general information, some of which may not apply to
the notes we are offering. The accompanying base prospectus is referred to as the "prospectus" in this prospectus supplement.
If the description of the notes varies between this prospectus supplement and the prospectus, you should rely on the
information in this prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the
prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus supplement and the prospectus, as well as information we
previously filed with the U.S. Securities and Exchange Commission and with the Alberta Securities Commission and
incorporated by reference, is accurate as of the date of such information only. Our business, financial condition, results of
operations and prospects may have changed since those dates.
In this prospectus supplement, all capitalized terms used and not otherwise defined herein have the meanings provided in the
prospectus. In this prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are
expressed in United States dollars and references to "dollars", "US$" or "$" are to United States dollars and references to "C$" are to
Canadian dollars. In this prospectus supplement and the documents incorporated by reference in the prospectus, unless otherwise
specified, all financial information is determined using International Financial Reporting Standards, which is referred to as "IFRS",
as issued by the International Accounting Standards Board.
Unless otherwise specified or the context otherwise requires, all references in this prospectus supplement and the prospectus to
"we", "us", "our" or "Talisman" refer to Talisman Energy Inc. and its subsidiaries on a consolidated basis. In the sections entitled
"Summary of the Offering" and "Description of the Notes" in this prospectus supplement and "Description of Debt Securities" in the
prospectus, "we", "us", "our" or "Talisman" refer to only Talisman Energy Inc., without any of its subsidiaries.
This prospectus supplement is deemed to be incorporated by reference into the prospectus solely for the purposes of the offering
of the notes offered hereby. Other documents are also incorporated or deemed to be incorporated by reference into the prospectus.
See "Documents Incorporated by Reference" in this prospectus supplement and "Where You Can Find More Information" in
the prospectus.
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TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Information

S-4
Summary of the Offering

S-6
Talisman Energy Inc.

S-8
Use of Proceeds
S-8
Selected Financial Information

S-8
Consolidated Capitalization

S-9
Income Coverage
S-9
Description of the Notes
S-10
Certain Income Tax Considerations
S-14
Underwriting (Conflicts of Interest)
S-17
Legal Matters
S-21
Documents Incorporated by Reference
S-22
Prospectus
About This Prospectus

3
Where You Can Find More Information

3
Documents Incorporated By Reference

4
Forward-Looking Statements

5
Talisman Energy Inc

6
Use Of Proceeds

6
Description Of Debt Securities

6
Description Of Common Shares

19
Description Of Preferred Shares

19
Description Of Subscription Receipts

20
Description Of Warrants

21
Description Of Units

21
Book-Entry Only Securities

22
Risk Factors
23
Certain Income Tax Consequences

24
Plan Of Distribution

24
Income Coverage
25
Price Range And Trading Volume of Common Shares and Preferred Shares

26
Prior Sales
26
Legal Matters
26
Interests Of Experts

27
Enforceability Of Civil Liabilities

27
Documents Filed As Part Of The Registration Statement

27
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FORWARD-LOOKING INFORMATION
This document contains or incorporates statements that constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. Any statements that express or involve discussions with respect to
predictions, business strategy, budgets, exploration and development opportunities or projects, acquisitions and dispositions,
expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, using words or phrases
such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "projects", "believes",
"forecasts", "estimates", "intends", "possible", "probable", "scheduled", "likely" or "positioned", or stating that certain actions, events
or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact
and may be "forward-looking statements". Such statements are included, among other places, in the prospectus under the heading
"Risk Factors", in our Annual Information Form dated March 5, 2012 under the headings "General Development of the Business",
"Description of the Business", "Corporate Responsibility and Environmental Protection", "Market for the Securities of the Company",
"Legal Proceedings" and "Risk Factors", and in the Management's Discussion and Analysis for the year ended December 31, 2011
under the headings "Outlook for 2012" and "Risk Factors".
Undue reliance should not be placed on forward-looking information. Forward-looking information is based on current
expectations, estimates and projections that involve a number of risks which could cause actual results to vary and in some instances
to differ materially from those anticipated by Talisman and described in the forward-looking information contained herein or
incorporated by reference. The material risk factors include, but are not limited to:
·
the risks of the oil and gas industry, such as operational risks in exploring for, developing and producing crude oil and
natural gas, market prices and demand and unpredictable facilities outages;
·
risks and uncertainties involving geology of oil and gas deposits;
·
uncertainty related to securing sufficient egress and markets to meet shale gas production;
·
the uncertainty of reserves and resources estimates, reserves life and underlying reservoir risk;
·
the uncertainty of estimates and projections relating to production, costs and expenses, including decommissioning
liabilities;
·
risks related to capital allocation decisions, including potential delays or changes in plans with respect to exploration
or development projects or capital expenditures;
·
fluctuations in oil and gas prices, foreign currency exchange rates, interest rates and tax or royalty rates;
·
the outcome and effects of any future acquisitions and dispositions;
·
health, safety, security and environmental risks, including risks related to the possibility of major accidents;
·
environmental, regulatory and compliance risks, including with respect to greenhouse gases and hydraulic fracturing;
·
uncertainties as to the availability and cost of credit and other financing and changes in capital markets;
·
risks in conducting foreign operations (for example, civil, political and fiscal instability and corruption);
·
risks related to the attraction retention and development of personnel;
·
changes in general economic and business conditions;
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·
the possibility that government policies, regulations or laws may change or governmental approvals may be delayed or
withheld, including with respect to shale gas drilling; and
·
results of our risk mitigation strategies, including insurance and any hedging activities.
We caution that the foregoing list of risks is not exhaustive. Events or circumstances could cause our actual results to differ
materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Additional
information concerning certain of these and other factors which could affect our operations or financial results are included under the
heading "Risk Factors" in the prospectus, and in certain information incorporated by reference therein, including, in our Management's
Discussion and Analysis, under the heading "Risk Factors" in our Annual Information Form as well as in our other reports on file with
Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission.
Forward-looking information is based on the estimates and opinions of our management at the time the information is presented.
We undertake no obligation to update forward-looking information should circumstances or management's estimates or opinions
change, except as required by law.
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SUMMARY OF THE OFFERING
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the
notes, see "Description of the Notes" in this prospectus supplement and "Description of Debt Securities" in the prospectus. In this
summary, "we", "us", "our" or "Talisman" refer to Talisman Energy Inc. without any of its subsidiaries through which it operates.
Issuer
Talisman Energy Inc.
Securities Offered
US$600 million aggregate principal amount of 5.50% notes.
Interest Payment Dates
May 15 and November 15 of each year, beginning November 15, 2012.
Maturity Date
May 15, 2042.
Ranking
The notes will be our direct, unsecured and unsubordinated obligations and will rank equally with all
of our existing and future unsecured and unsubordinated indebtedness. We conduct a substantial
portion of our business through corporate and partnership subsidiaries. The notes will be structurally
subordinate to all existing and future indebtedness and liabilities of any of our corporate and
partnership subsidiaries. See "Description of the Notes--Ranking and Other Indebtedness" in this
prospectus supplement and "Description of Debt Securities--Ranking and Other Indebtedness" in the
prospectus. As at March 31, 2012, our subsidiaries had approximately $2.7 billion of indebtedness
and other liabilities to third parties, including accounts payable and accrued liabilities and income
and other taxes payable.
Optional Redemption
We may redeem the notes, in whole or in part, at any time prior to November 15, 2041, at the "make-
whole" price described in this prospectus supplement. At any time on or after November 15, 2041 the
notes will be redeemable in whole or in part, at our option, at a redemption price equal to 100% of
the principal amount of the notes to be redeemed plus accrued interest thereon to the date of
redemption. See "Description of the Notes--Optional Redemption" in this prospectus supplement. We
may also redeem the notes in whole, but not in part, at the redemption price described in the
accompanying prospectus if certain changes affecting Canadian withholding taxes occur. See
"Description of Debt Securities--Tax Redemption" in the prospectus.
Sinking Fund
None.
Certain Covenants
The indenture pursuant to which the notes will be issued contains certain covenants that, among other
things, limit:

· our ability and the ability of our Restricted Subsidiaries (as defined in the indenture) to create
liens; and

· our ability (but not the ability of our corporate and partnership subsidiaries) to merge,
amalgamate or consolidate with, or sell all or substantially all of our assets to, any other person
other than our Restricted Subsidiaries.

These covenants are subject to important exceptions and qualifications that are described under the
caption "Description of Debt Securities--Certain Covenants" in the prospectus.
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Further Issuances
We may, from time to time, without notice to or the consent of holders of the notes, create and issue
additional notes ranking equally with the notes offered hereby in all respects (or in all respects except
for the payment of interest accruing prior to the issue date of the new notes or except for the first
payment of interest following the issue date of the new notes). These additional notes may be
consolidated and form a single series with the notes offered hereby and have the same terms as to
status, redemption or otherwise as the notes offered hereby.
Use of Proceeds
The net proceeds to us from this offering will be US$582.1 million, after deducting the underwriting
commission and after deducting estimated expenses payable by us of approximately US$1.5 million.
The net proceeds received by us from the sale of the notes will be used for general corporate
purposes, which may include funding capital expenditures and the repayment of existing indebtedness.
We may invest funds that we do not immediately use in short-term marketable securities.
Additional Amounts
Any payments made by us with respect to the notes will be made without withholding or deduction for
Canadian taxes unless required to be withheld or deducted by law or by the interpretation or
administration thereof. If we are so required to withhold or deduct for Canadian taxes with respect to
a payment to the holders of notes, we will pay the additional amounts necessary so that the net amount
received by the holders of notes after such withholding or deduction is not less than the amount that
such holders would have received in the absence of the withholding or deduction. However, no
additional amount will be payable in excess of the additional amounts that would be payable if the
holder was a resident of the United States for purposes of the Canada-U.S. Income Tax Convention
(1980), as amended. See "Description of Debt Securities--Certain Covenants--Additional Amounts"
in the prospectus.
Conflicts of Interest
One or more of the underwriters and/or their affiliates may receive more than 5% of the net proceeds
of the offering. The appointment of a qualified independent underwriter is not necessary in connection
with the offering because the conditions of rule 5121(a)(1)(C) of the Financial Industry Regulatory
Authority, Inc. are satisfied. See "Use of Proceeds" and "Underwriting--FINRA Regulation" in this
prospectus supplement.
Form and Denomination
The notes will be represented by one or more fully registered global notes deposited in book entry
form with, or on behalf of, The Depository Trust Company, and registered in the name of its nominee,
Cede & Co. Beneficial interests in any registered global note will be in denominations of US$2,000
and integral multiples of US$1,000. See "Description of the Notes--Book Entry System" in this
prospectus supplement. Except as described under "Description of the Notes" in this prospectus
supplement and "Description of Debt Securities" in the prospectus, notes in certificated form will not
be issued.
Trustee
The Bank of Nova Scotia Trust Company of New York.
Governing Law
The notes and the indenture governing the notes will be governed by the laws of the State of
New York.
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TALISMAN ENERGY INC.
Talisman is a global, diversified, upstream oil and gas company, headquartered in Canada. Talisman's three main operating areas
are North America, the North Sea and Southeast Asia. Talisman also has a portfolio of international exploration opportunities.
Talisman's common shares are listed on the Toronto and New York stock exchanges under the symbol "TLM".
USE OF PROCEEDS
The net proceeds to us from this offering will be US$582.1 million, after deducting the underwriting commission and after
deducting estimated expenses of the offering of approximately US$1.5 million. The net proceeds received by us from the sale of the
notes will be used for general corporate purposes, which may include funding capital expenditures and the repayment of existing
indebtedness. We may invest funds that we do not immediately use in short-term marketable securities.
We intend to access debt markets, other than the U.S. public market, in the near future for the same purposes. Any additional debt
offerings will depend on capital market conditions and may occur at any time. There is no assurance that any additional debt offerings
will be completed.
SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial information for the years ended December 31, 2011 and 2010 derived from our
comparative consolidated financial statements for the year ended December 31, 2011 which have been audited by Ernst & Young LLP
and for the three months ended March 31, 2012 and 2011 derived from our unaudited comparative interim consolidated financial
statements. You should read this selected consolidated financial information in conjunction with our audited annual consolidated
financial statements and our unaudited comparative interim consolidated financial statements and the related notes, and other
information included in the documents incorporated by reference in the prospectus. Our historical results are not necessarily
indicative of the results that may be expected for any future period or for a full year.
Years Ended
Three Months

December 31,

Ended March 31,

2011

2010

2012

2011

(millions of dollars)

Income statement items:

Sales
8,194 6,875 2,089 1,972

Net
income
(loss)
776 945 291 (326)

Cash flow statement items:

Cash
provided
by
operating
activities
2,812 3,144 980 883

Cash
used
in
investing
activities
4,539 3,251 444 935

Cash provided by (used in) financing activities

465
116
(225)
(308)

Balance sheet items (at period end):

Total
assets
24,226 22,094 24,328 22,519

Total
liabilities
14,208 12,899 14,030 13,499

Shareholders'
equity
10,018 9,195 10,298 9,020

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CONSOLIDATED CAPITALIZATION
The following table summarizes our consolidated capitalization at March 31, 2012 on an actual basis and as adjusted to give
effect to the issuance of the notes. You should read this table together with the unaudited interim consolidated financial statements for
the three months ended March 31, 2012 incorporated by reference in the prospectus.
As at

March 31, 2012

Actual
As Adjusted

(millions of dollars)

Long-term
liabilities:

Long-term
debt
4,741
4,741
Notes offered hereby

--
600

Total long-term debt

4,741
5,341
Shareholders'
equity:

Common
shares
1,650
1,650
Preferred
shares

191
191
Contributed
surplus

87
87
Retained
earnings
7,582
7,582
Accumulated other comprehensive income

788
788

Total shareholders' equity
10,298
10,298

Total
capitalization
15,039
15,639

INCOME COVERAGE
Our interest requirements for the twelve month periods ended December 31, 2011 and March 31, 2012 amounted to
approximately $279 million and $288 million, respectively, when giving pro-forma effect to the notes offered by this prospectus
supplement. Net income before interest and income taxes for the twelve months ended December 31, 2011 was approximately
$2.6 billion which is 9.33 times our pro-forma interest requirements for this period. Net income before interest and income taxes for
the twelve months ended March 31, 2012 was approximately $2.4 billion which is 8.38 times our pro-forma interest requirements for
this period.
The coverage ratio for the period ended December 31, 2011 is based on audited financial information and the coverage ratio for
the period ended March 31, 2012 is based on unaudited financial information, both prepared in accordance with IFRS. These ratios
do not purport to be indicative of coverage ratios for any future periods.
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