Obligation TotalEnergies SE 4.125% ( US89152UAF93 ) en USD

TotalEnergies SE

100 % ▼

France

US89152UAF93 ( en USD )

4.125% par an ( paiement semestriel )

28/01/2021 - Obligation échue

Prospectus brochure de l'obligation TotalEnergies US89152UAF93 en USD 4.125%, échue

1 000 USD

500 000 000 USD

89152UAF9

N/A

TotalEnergies est une multinationale française de l'énergie, active dans l'exploration et la production de pétrole et de gaz, la production d'électricité, la chimie et la distribution de carburants.

L'Obligation émise par TotalEnergies SE ( France ) , en USD, avec le code ISIN US89152UAF93, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/01/2021

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CALCULATION OF REGISTRATION FEE

Title of Each Class of

Maximum Offering

Amount of
Securities to be Registered

Price
Registration Fee
4.125% Guaranteed Notes due 2021

500,000,000
$ 58,050

Guarantee of 4.125% Guaranteed Notes due 2021

--

(1 )

(1) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee.

Filed pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-159335 and
333-159335-01

PROSPECTUS SUPPLEMENT
(To prospectus dated August 4, 2010)

$500,000,000
TOTAL CAPITAL

(A wholly-owned subsidiary of TOTAL S.A.)
consisting of
4.125% Guaranteed Notes Due 2021
Guaranteed on an unsecured, unsubordinated basis by

TOTAL S.A.

The 4.125% notes due January 28, 2021 (the "notes") will bear interest at the rate of 4.125% per year. Total Capital will pay interest on the
notes on January 28 and July 28 of each year, beginning on July 28, 2011. Interest on the notes will accrue from January 28, 2011. The notes will
mature on January 28, 2021. The notes will be issued only in denominations of $1,000 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 4 of the attached prospectus and on page 4 of our Annual
Report on Form 20-F for the fiscal year ended December 31, 2009, 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.
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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)
99.248 %
$ 496,240,000
Underwriting Discount
0.22 %
$ 1,100,000
Proceeds, before expenses, to Total Capital
99.028 %
$ 495,140,000

(1) Plus accrued interest from January 28, 2011, 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 January 28, 2011.

Joint Book-Running Managers
BofA Merrill Lynch

Credit Suisse

Morgan Stanley

RBS

UBS Investment Bank

Prospectus Supplement dated January 21, 2011.
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Table of Contents

TABLE OF CONTENTS

INCORPORATION OF INFORMATION FILED WITH THE SEC
S-1
GENERAL INFORMATION
S-1
RISK FACTORS
S-3
CAPITALIZATION AND INDEBTEDNESS OF TOTAL
S-4
DESCRIPTION OF NOTES
S-5
USE OF PROCEEDS
S-7
EXCHANGE RATE INFORMATION
S-7
UNDERWRITING
S-9
Prospectus
ABOUT THIS PROSPECTUS
3
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
3
RISK FACTORS
4
FORWARD-LOOKING STATEMENTS
5
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
5
TOTAL S.A.
6
TOTAL CAPITAL
6
TOTAL CAPITAL CANADA LTD.
6
USE OF PROCEEDS
7
DESCRIPTION OF DEBT SECURITIES AND GUARANTEE
7
CLEARANCE AND SETTLEMENT
18
TAX CONSIDERATIONS
22
PLAN OF DISTRIBUTION
36
VALIDITY OF SECURITIES
37
EXPERTS
38
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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, "TOTAL" refers to TOTAL S.A., the "Total Group" refers to TOTAL and its subsidiaries, and "Total Capital" refers to Total
Capital.

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. We incorporate by reference in this prospectus supplement
and the attached prospectus the following documents:

· TOTAL's Annual Report on Form 20-F for the year ended December 31, 2009, filed with the SEC on April 1, 2010;

· TOTAL's Reports on Form 6-K, furnished to the SEC on August 3, 2010 and November 3, 2010; and

· TOTAL's Report on Form 6-K, furnished to the SEC on January 21, 2011.

Exhibits 99.1, 99.3 and 99.4 of TOTAL's report on Form 6-K furnished to the SEC on August 3, 2010 have been superseded by the
Report on Form 6-K furnished to the SEC on November 3, 2010.

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
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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.

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

S-1
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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 Capital's and TOTAL'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.

S-2
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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 33,927 million of debt as of September 30, 2010. 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'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's ability to issue secured debt. As of September 30, 2010, TOTAL had approximately 275 million
of consolidated secured indebtedness outstanding and Total Capital had no secured indebtedness outstanding. If Total Capital, 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).

At any point in time there may or may not be an active trading market for our notes.
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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.

S-3
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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 September 30, 2010, prepared on the basis of IFRS.

At September 30, 2010

(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
3,615

3,615
Current financial debt
6,586

6,586
Current portion of financial instruments for interest rate swaps liabilities

146

146
Other current financial instruments -- liabilities

189

189

Total current financial debt
10,536

10,536

Non-current financial debt
21,566

21,936
Minority interests

838

838
Shareholders' equity

Common shares
5,872

5,872
Paid-in surplus and retained earnings
58,569

58,569
Currency translation adjustment
(3,286 )

(3,286 )
Treasury shares
(3,572 )

(3,572 )

Total shareholders' equity
57,583

57,583

Total capitalization and non-current indebtedness
79,987

80,357

(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 January 21, 2011 European Central Bank reference exchange rate of 1=$1.35 for a total amount of 370 million.

As of September 30, 2010, TOTAL had an authorized share capital of 3,439,491,182 ordinary shares with a par value of 2.50 per
share, and an issued share capital of 2,348,830,901 ordinary shares (including 114,136,712 treasury shares from shareholders' equity).

As of September 30, 2010, approximately 275 million of TOTAL's non-current financial debt was secured and approximately
21,291 million was unsecured, and all of TOTAL's current financial debt of 6,586 million was unsecured. As of September 30, 2010,
TOTAL had no outstanding guarantees from third parties relating to its consolidated indebtedness. For more information about TOTAL's
commitments and contingencies, see 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, 2009. Since September 30, 2010, Total Capital has issued $923 million (or approximately
689 million using the January 18, 2011 European Central Bank reference exchange rate of 1=$1.34) (after swaps) of non-current
financial debt. On January 21, 2011, Total Capital Canada Ltd. priced an issuance of $1.5 billion principal amount of guaranteed notes due
2014 (or approximately 1.1 billion using the January 21, 2011 European Central Bank reference exchange rate of 1=$1.35). The
transaction is expected to close on January 28, 2011.

Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent
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