Obbligazione Totale 1.55% ( US89153VAC37 ) in USD

Totale

100 USD ⇌

Francia

US89153VAC37 ( in USD )

1.55% per anno ( pagato 2 volte l'anno)

28/06/2017 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Total US89153VAC37 in USD 1.55%, scaduta

2 000 USD

1 500 000 000 USD

89153VAC3

A+ ( Upper medium grade - Investment-grade )

Aa3 ( High grade - Investment-grade )

TotalEnergies è una multinazionale francese attiva nell'energia, operante nell'esplorazione e produzione di petrolio e gas, nella raffinazione e marketing di prodotti petroliferi, nonché nelle energie rinnovabili.

The Obbligazione issued by Totale ( France ) , in USD, with the ISIN code US89153VAC37, pays a coupon of 1.55% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/06/2017

The Obbligazione issued by Totale ( France ) , in USD, with the ISIN code US89153VAC37, was rated Aa3 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Totale ( France ) , in USD, with the ISIN code US89153VAC37, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Form 424b5
http://www.sec.gov/Archives/edgar/data/879764/000119312512281649/...
424B5 1 d367692d424b5.htm FORM 424B5
Table of Contents

Title of Each Class of
Maximum
Amount of
Securities to be Registered

Offering Price

Regsitration Fee
1.550% Guaranteed Notes due 2017

$1,500,000,000
$171,900
Guarantee of 1.550% Guaranteed Notes due 2017

--

(1)

(1) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee
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Filed pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-180967 and
333-180967-01

PROSPECTUS SUPPLEMENT
(To prospectus dated April 26, 2012)
$1,500,000,000
(A wholly-owned subsidiary of TOTAL S.A.)
consisting of
1.550% Guaranteed Notes Due 2017
Guaranteed on an unsecured, unsubordinated basis by

The 1.550% notes due June 28, 2017 (the "notes") will bear interest at the rate of 1.550% per year. Total Capital International
will pay interest on the notes on June 28 and December 28 of each year, beginning on December 28, 2012. Interest on the notes will
accrue from June 28, 2012. The notes will mature on June 28, 2017. The notes will be issued only in denominations of $2,000 and
integral multiples of $1,000.
Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL S.A.
We may redeem the notes in whole or in part at any time and from time to time at the make-whole redemption price set forth in
this prospectus supplement. In addition, we may redeem the notes at any time at 100% of the principal amount upon the occurrence of
certain tax events described in this prospectus supplement and the attached prospectus.

See "Risk Factors" beginning on page S-3 of this prospectus supplement, on page 2 of the attached prospectus and on page
4 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2011, as amended, which is incorporated by
reference in this prospectus supplement and the attached prospectus, to read about factors you should consider before investing
in the notes.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the
attached prospectus. Any representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price(1)

99.813%
$1,497,195,000
Underwriting Discount

0.130% $1,950,000

Proceeds, before expenses, to TOTAL(1)

99.683%
$1,495,245,000
(1) Plus accrued interest from June 28, 2012, if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company
("DTC") and its participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, Luxembourg
("Clearstream"), against payment in New York, New York on or about June 28, 2012.

Joint Book-Running Managers

Barclays

Morgan Stanley

RBS

Prospectus Supplement dated June 21, 2012.
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Form 424b5
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Table of Contents
TABLE OF CONTENTS

Page
INCORPORATION OF INFORMATION FILED WITH THE SEC
S-1

GENERAL INFORMATION
S-1

RISK FACTORS
S-3

CAPITALIZATION AND INDEBTEDNESS OF TOTAL
S-5

DESCRIPTION OF NOTES
S-7

USE OF PROCEEDS
S-10
EXCHANGE RATE INFORMATION
S-11
UNDERWRITING
S-12
Prospectus

ABOUT THIS PROSPECTUS
1

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
1

RISK FACTORS
2

FORWARD-LOOKING STATEMENTS
3

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
3

TOTAL S.A.
4

TOTAL CAPITAL
4

TOTAL CAPITAL CANADA LTD.
4

TOTAL CAPITAL INTERNATIONAL
4

USE OF PROCEEDS
5

DESCRIPTION OF DEBT SECURITIES AND GUARANTEE
6

CLEARANCE AND SETTLEMENT
16

TAX CONSIDERATIONS
19

PLAN OF DISTRIBUTION
31

VALIDITY OF SECURITIES
33

EXPERTS
33

EXPENSES
33

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In this prospectus, unless the context indicates otherwise, the terms "we", "our" and "us" refer to both TOTAL S.A. and
Total Capital International, "TOTAL" refers to TOTAL S.A., the "Total Group" refers to TOTAL and its subsidiaries, and "Total
Capital International" refers to Total Capital International.
INCORPORATION OF INFORMATION FILED WITH THE SEC
The U.S. Securities and Exchange Commission, referred to herein as the "SEC", allows us to "incorporate by reference" into
this prospectus supplement and the attached prospectus the information in documents filed with the SEC, which means that:

· incorporated documents are considered part of this prospectus supplement and the attached prospectus;

· we can disclose important information to you by referring to those documents; and

· information filed with the SEC in the future will automatically update and supersede this prospectus supplement and the

attached prospectus.
The information that we incorporate by reference is an important part of this prospectus supplement and the attached prospectus.
We incorporate by reference in this prospectus supplement and the attached prospectus the documents described in "Where You
Can Find More Information About Us" in the attached prospectus which we filed with the SEC pursuant to the Securities Exchange
Act of 1934, as amended, referred to herein as the Exchange Act, except to the extent amended or superseded by subsequent filings.
We also incorporate by reference any future filings that we make with the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange
Act after the date of this prospectus supplement but before the end of the notes offering and that, in the case of any future filings on
Form 6-K, are identified in such filing as being incorporated into this prospectus supplement or the attached prospectus.
The documents incorporated by reference in this prospectus supplement and the attached prospectus and, in particular, those set
forth below contain important information about TOTAL and its financial condition:

· TOTAL's Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on March 26, 2012, as

amended on March 27, 2012; and

· TOTAL's Reports on Form 6-K, furnished to the SEC on April 26, 2012, May 9, 2012 and June 21, 2012.
You should read "Where You Can Find More Information About Us" in the attached prospectus for information on how to obtain
the documents incorporated by reference or other information relating to TOTAL.
GENERAL INFORMATION
No person has been authorized to provide you with information that is different from what is contained in, or incorporated by
reference into, this prospectus supplement and the attached prospectus, and, if given or made, such information must not be relied
upon as having been authorized. This prospectus supplement and the attached prospectus do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the notes to which it relates or an offer to sell or the solicitation of an offer to
buy such notes by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this
prospectus supplement and the attached prospectus nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained
in this prospectus supplement and the attached prospectus is correct as of any time subsequent to its date.

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The distribution of this prospectus supplement and the attached prospectus and the offering and sale of the notes in certain
jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the attached prospectus come
are required by us and the underwriters to inform themselves about and to observe any such restrictions.
To the extent that the offer of the notes is made in any EEA Member State that has implemented Directive 2003/71/EC (together
with any applicable implementing measures in any Member State, including the 2010 PD Amending Directive (Directive
2010/73/EU) to the extent implemented in the relevant Member State, the "Prospectus Directive") before the date of publication of an
approved prospectus in relation to such notes which has been approved by the competent authority in that Member State in
accordance with the Prospectus Directive (or, where appropriate, published in accordance with the Prospectus Directive and notified
to the competent authority in that Member State in accordance with the Prospectus Directive), the offer (including any offer pursuant
to this document) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive or has
been or will be made otherwise in circumstances that do not require us or any of the underwriters to publish a prospectus pursuant to
the Prospectus Directive.
In the United Kingdom, this prospectus supplement and the attached prospectus is only being distributed to and is only directed
at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Order") or (ii) high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").
The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be
engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its
contents.
TOTAL's headquarters are located at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France.
Total Capital International's headquarters are located at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France.
In this prospectus, references to "United States dollars", "U.S. dollars", "dollars", "US$" and "$" are to the currency of the
United States and references to "euros" and "" are to the single European currency adopted by certain participating member
countries of the European Union.

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RISK FACTORS
Investing in the securities offered using this prospectus involves risk. You should consider carefully the risks described
below, together with the risks described in the documents incorporated by reference into this prospectus, and any risk factors
included in the attached prospectus, before you decide to buy our notes. If any of these risks actually occurs, our business,
financial condition and results of operations could suffer, and the trading price and liquidity of the securities offered using this
prospectus could decline, in which case you may lose all or part of your investment.
Risks related to the offering and owning the notes
Since TOTAL is a holding company and currently conducts its operations through subsidiaries, your right to receive
payments on the notes and the guarantee is subordinated to the other liabilities of TOTAL's subsidiaries.
TOTAL is organized as a holding company, and substantially all of its operations are carried on through subsidiaries. TOTAL's
principal source of income is the dividends and distributions it receives from its subsidiaries. On an unconsolidated basis, TOTAL's
obligations consisted of 35,932 million of debt as of March 31, 2012. TOTAL's ability to meet its financial obligations is dependent
upon the availability of cash flows from its domestic and foreign subsidiaries and affiliated companies through dividends,
intercompany advances, management fees and other payments. TOTAL's subsidiaries are not guarantors on the notes. Moreover, these
subsidiaries and affiliated companies are not required and may not be able to pay dividends to TOTAL. Claims of the creditors of
TOTAL's subsidiaries have priority as to the assets of such subsidiaries over the claims of creditors of TOTAL. Consequently,
holders of Total Capital International's notes that are guaranteed by TOTAL are in fact structurally subordinated, on TOTAL's
insolvency, to the prior claims of the creditors of TOTAL's subsidiaries.
In addition, some of TOTAL's subsidiaries are subject to laws restricting the amount of dividends they may pay. For example,
these laws may prohibit dividend payments when net assets would fall below subscribed share capital, when the subsidiary lacks
available profits or when the subsidiary fails to meet certain capital and reserve requirements. For example, French law prohibits
those subsidiaries incorporated in France from paying dividends unless these payments are made out of distributable profits. These
profits consist of accumulated, realized profits, which have not been previously utilized, less accumulated, realized losses, which
have not been previously written off. Other statutory and general law obligations may also affect the ability of directors of TOTAL's
subsidiaries to declare dividends and the ability of our subsidiaries to make payments to us on account of intercompany loans.
Since the notes are unsecured, your right to receive payments may be adversely affected.
The notes will be unsecured. The notes are not subordinated to any of our other debt obligations, and therefore they will rank
equally with all our other unsecured and unsubordinated indebtedness (save for certain mandatory exceptions provided by French
law). There is no limitation on TOTAL's or Total Capital International's ability to issue secured debt. As of March 31, 2012, TOTAL
had approximately 301 million of consolidated secured indebtedness outstanding and Total Capital International had no secured
indebtedness outstanding. If Total Capital International, as issuer of the notes, defaults on the notes or TOTAL, as guarantor, defaults
on the guarantee, or after bankruptcy, liquidation or reorganization, then, to the extent the relevant obligor has granted security over its
assets, the assets that secure that entity's debts will be used to satisfy the obligations under that secured debt before the obligor can
make payment on the notes or the guarantee. There may only be limited assets available to make payments on the notes or the
guarantee in the event of an acceleration of the notes. If there is not enough collateral to satisfy the obligations of the secured debt,
then the remaining amounts on the secured debt would share equally with all unsubordinated unsecured indebtedness (save for certain
mandatory exceptions provided by French law).

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At any point in time there may or may not be an active trading market for our notes.
At any point in time there may or may not be an active trading market for our notes. We have not and do not intend to list the
notes on any securities exchange or automated quotation system. In addition, underwriters, broker-dealers and agents that participate
in the distribution of the notes may make a market in the notes as permitted by applicable laws and regulations but will have no
obligation to do so, and any such market-making activities with respect to the notes may be discontinued at any time without notice. If
any of the notes are traded after their initial issuance, they may trade at a discount from their initial offering price. Among the factors
that could cause the notes to trade at a discount are: an increase in prevailing interest rates; a decline in our credit worthiness; the
time remaining to the maturity; a weakness in the market for similar securities; and declining general economic conditions.

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CAPITALIZATION AND INDEBTEDNESS OF TOTAL
(Unaudited)
The following table sets out the unaudited consolidated capitalization and long-term indebtedness, as well as short-term
indebtedness, of the Group as of March 31, 2012, prepared on the basis of IFRS.

At March 31, 2012

(In millions of euros)

Actual
As adjusted(1)
Current financial debt, including current portion of non-current financial debt

Current portion of non-current financial debt

3,013
3,013

Current financial debt

6,561
6,561

Current portion of financial instruments for interest rate swaps liabilities

83

83

Other current financial instruments -- liabilities

66

66

Total current financial debt

9,723
9,723

Non-current financial debt

22,428
23,609

Non-controlling interests

1,275
1,275

Shareholders' equity

Common shares

5,911
5,911

Paid-in surplus and retained earnings

70,281
70,281

Currency translation adjustment

(1,857)
(1,857)
Treasury shares

(3,390)
(3,390)

Total shareholders' equity

70,945
70,945

Total capitalization and non-current indebtedness

94,648
95,829

(1) As adjusted to reflect the issuance of debt securities offered pursuant to this prospectus supplement translated from U.S. dollars
into euro using the June 21, 2012 European Central Bank reference exchange rate of 1=$1.27 for a total amount of 1,181
million.
As of March 31, 2012, TOTAL had an authorized share capital of 3,446,364,159 ordinary shares with a par value of 2.50 per
share, and an issued share capital of 2,364,545,977 ordinary shares (including 109,551,421 treasury shares from shareholders'
equity).
As of March 31, 2012, approximately 301 million of TOTAL's non-current financial debt was secured and approximately
22,127 million was unsecured, and all of TOTAL's current financial debt of 6,561 million was unsecured. As of March 31, 2012,
TOTAL had no outstanding guarantees from third parties relating to its consolidated indebtedness. For more information about
TOTAL's commitments and contingencies, see Note 5 of the Notes to TOTAL's unaudited interim consolidated financial statements in
Exhibit 99.1 to its Form 6-K filed with the SEC on May 9, 2012 and Note 23 of the Notes to TOTAL's audited consolidated financial
statements in its Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on March 26, 2012, as
amended on March 27, 2012.
On June 19 and 21, 2012, Total Capital International priced an issuance of AUD$150 million principal amount of guaranteed
notes due 2017 (or approximately 120 million using the June 20, 2012 European Central Bank reference exchange rate of
1=AUD$1.25). The transaction is expected to close on June 26, 2012.
The annual shareholders' meeting of TOTAL held on May 11, 2012, approved the distribution of a cash dividend for 2011 of
2.28 per share. Taking into account the interim dividend of 1.71 per share paid as of March 22, 2012, the remaining balance of
0.57 per share, representing approximately 1.4 billion, will be paid on June 21, 2012.

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On April 26, 2012, the board of directors of TOTAL (the "Board") approved an interim dividend of 0.57 per share,
representing approximately 1.4 billion, to be paid on September 27, 2012.
The ex-dividend date for the remainder of the 2011 dividend will be June 18, 2012; for the ADR (NYSE: TOT) the ex-dividend
date is June 13, 2012.
Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent
liabilities of TOTAL since March 31, 2012.

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DESCRIPTION OF NOTES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of
Debt Securities and Guarantee" beginning on page 6 of the prospectus that is attached to this prospectus supplement. If anything
described in this section is inconsistent with the terms described under "Description of Debt Securities and Guarantee" in the
attached prospectus, the terms described below shall prevail.
The term "notes" shall mean the notes of each series originally issued on the original issuance date taken together with any
additional notes of the same series subsequently issued.

· Issuer: Total Capital International

· Guarantor: TOTAL S.A.

· Title: 1.550% Guaranteed Notes due June 28, 2017.

· Total initial principal amount being issued: $1,500,000,000.

· Public Offering Price: 99.813%.

· Issuance date: June 28, 2012.

· Maturity date: The notes will mature on June 28, 2017.

· Interest rate: The notes will bear interest at the rate of 1.550% per annum.

· Day count: Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

· Date interest starts accruing: June 28, 2012.

· Interest due dates: Each June 28 and December 28.

· First interest due date: December 28, 2012.

· Regular record dates for interest: Each December 13 and June 13.

· Business Day: If any payment is due in respect of the notes on a day that is not a business day, it will be made on the next
following business day, provided that no interest will accrue on the payment so deferred. A "business day" for these

purposes is any weekday on which banking or trust institutions in the City of New York are not authorized generally or
obligated by law, regulation or executive order to close.

· Guarantee: Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL. For more

information about the guarantee, you should read "Description of Debt Securities and Guarantee" beginning on page 6 of
the attached prospectus.

· Ranking: The notes and the guarantees will constitute unsecured and unsubordinated indebtedness of Total Capital

International and TOTAL S.A., respectively, and will rank equally with all other unsecured and unsubordinated
indebtedness from time to time outstanding.

· Name of depositary: The Depository Trust Company, commonly referred to as "DTC".

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