Obligation TotalEnergies SE 0% ( US89153UAD37 ) en USD

TotalEnergies SE

100 % ⇌

France

US89153UAD37 ( en USD )

15/01/2016 - Obligation échue

Prospectus brochure de l'obligation TotalEnergies US89153UAD37 en USD 0%, échue

2 000 USD

1 000 000 000 USD

89153UAD3

AA- ( Haute qualité )

Aa1 ( Haute qualité )

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 US89153UAD37, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2016

L'Obligation émise par TotalEnergies SE ( France ) , en USD, avec le code ISIN US89153UAD37, a été notée Aa1 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par TotalEnergies SE ( France ) , en USD, avec le code ISIN US89153UAD37, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424B5
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424B5 1 d465823d424b5.htm FORM 424B5
Table of Contents

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

Offering Price

Registration Fee
Floating Rate Guaranteed Notes due 2016
$1,000,000,000
$136,400
Guarantee of Floating Rate Guaranteed Notes due 2016

--

(1)
1.450% Guaranteed Notes due 2018
$1,000,000,000
$136,400
Guarantee of 1.450% Guaranteed Notes due 2018

--

(1)
2.750% Guaranteed Notes due 2023
$1,000,000,000
$136,400
Guarantee of 2.750% Guaranteed Notes due 2023

--

(1)

(1) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee
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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-180967 and
333-180967-02

PROSPECTUS SUPPLEMENT
(To prospectus dated April 26, 2012)
$3,000,000,000
(A wholly-owned subsidiary of TOTAL S.A.)
consisting of
$1,000,000,000 Floating Rate Guaranteed Notes Due 2016
$1,000,000,000 1.450% Guaranteed Notes Due 2018
$1,000,000,000 2.750% Guaranteed Notes Due 2023
Guaranteed on an unsecured, unsubordinated basis by

Pursuant to this prospectus supplement, Total Capital Canada Ltd. is offering floating rate notes due January 15, 2016 (the
"Three Year Notes"), 1.450% notes due January 15, 2018 (the "Five-Year Notes") and 2.750% notes due July 15, 2023 (the
"Ten-Year Notes" and, together with the Three-Year Notes and the Five-Year Notes, the "notes"). The Three-Year Notes will bear
interest at an interest rate for each interest period equal to the three-month U.S. dollar LIBOR plus 38 basis points, as described in
this prospectus supplement. Total Capital Canada Ltd. will pay interest on the Three-Year Notes on January 15, April 15, July 15 and
October 15 of each year, beginning on April 15, 2013. The Five-Year Notes will bear interest at the rate of 1.450% per year and the
Ten-Year Notes will bear interest at the rate of 2.750% per year. Total Capital Canada Ltd. will pay interest on the Five-Year Notes
and Ten-Year Notes on January 15 and July 15 of each year, beginning on July 15, 2013. Interest on the notes will accrue from January
17, 2013. The Three-Year Notes will mature on January 15, 2016, the Five-Year Notes will mature on January 15, 2018 and the
Ten-Year Notes will mature on July 15, 2023. The notes of each series will be issued only in denominations of $2,000 and integral
multiples of $1,000 above that amount.
Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL S.A.
We may redeem the Five-Year Notes and the Ten-Year Notes in whole or in part at any time and from time to time at the
applicable make-whole redemption price set forth in this prospectus supplement. In addition, we may redeem the notes at any time at
100% of their 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.

Three-Year Notes

Five-Year Notes

Ten-Year Notes

Per Note

Total

Per Note

Total
Per Note

Total

Public Offering Price(1)
100%
$1,000,000,000
99.904% $999,040,000 99.819% $998,190,000
Underwriting Discount
0.120%
$1,200,000

0.130% $1,300,000

0.210%
$2,100,000

Proceeds, before expenses, to
TOTAL(1)
99.880% $998,800,000

99.774% $997,740,000 99.609% $996,090,000
(1) Plus accrued interest from January 17, 2013, 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
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("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 17, 2013.

Joint Book-Running Managers

Barclays

BofA Merrill Lynch

Morgan Stanley

RBC Capital Markets

SOCIETE GENERALE

Prospectus Supplement dated January 10, 2013.
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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-6

USE OF PROCEEDS
S-11
EXCHANGE RATE INFORMATION
S-12
UNDERWRITING
S-13
TAX CONSIDERATIONS
S-16
Prospectus

ABOUT THIS PROSPECTUS
1

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
1

RISK FACTORS
2

FORWARD-LOOKING STATEMENTS
4

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
4

TOTAL S.A.
5

TOTAL CAPITAL
6

TOTAL CAPITAL CANADA LTD.
6

TOTAL CAPITAL INTERNATIONAL
6

USE OF PROCEEDS
7

DESCRIPTION OF DEBT SECURITIES AND GUARANTEE
8

CLEARANCE AND SETTLEMENT
21

TAX CONSIDERATIONS
25

PLAN OF DISTRIBUTION
41

VALIDITY OF SECURITIES
43

EXPERTS
43

EXPENSES
43

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Table of Contents
In this prospectus, unless the context indicates otherwise, the terms "we", "our" and "us" refer to both TOTAL S.A. and
Total Capital Canada Ltd., "TOTAL" refers to TOTAL S.A., the "Total Group" refers to TOTAL and its subsidiaries, and "Total
Capital Canada Ltd." refers to Total Capital Canada Ltd.
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, June 21, 2012, August 1, 2012,

September 18, 2012, November 5, 2012 and January 10, 2013.
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 Canada Ltd.'s headquarters are located at 2900, 240 -- 4 A
th
venue SW, Calgary, Alberta T2P 4H4, Canada.
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 34,955 million of debt as of September 30, 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 Canada Ltd.'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 and
Canadian law). There is no limitation on TOTAL's or Total Capital Canada Ltd.'s ability to issue secured debt. As of September 30,
2012, TOTAL had approximately 306 million of consolidated secured indebtedness outstanding and Total Capital Canada Ltd. had
no secured indebtedness outstanding. If Total Capital Canada Ltd., as issuer of the notes, defaults on the notes or TOTAL, as
guarantor, defaults on the guarantee, or after the bankruptcy, liquidation or reorganization of Total Capital Canada Ltd. or TOTAL,
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, as applicable. 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 and
Canadian law).

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At any point in time there may or may not be active trading markets for our notes.
At any point in time there may or may not be active trading markets for our notes. We have not and do not intend to list the notes
on any securities exchange or make them available for quotation on any automated interdealer quotation system. In addition,
underwriters, broker-dealers and agents that participate in the distribution of the notes may make markets 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 the notes of any series 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 of any series 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 September 30, 2012, prepared on the basis of IFRS.

At September 30, 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

3,700
3,700

Current financial debt

6,947
6,947

Current portion of financial instruments for interest rate swaps liabilities

70

70

Other current financial instruments -- liabilities

163

163

Total current financial debt

10,880
10,880

Non-current financial debt

24,606
26,896

Non-controlling interests

1,275
1,275

Shareholders' equity

Common shares

5,915
5,915

Paid-in surplus and retained earnings

70,703
70,703

Currency translation adjustment

(487)

(487)
Treasury shares

(3,342)
(3,342)

Total shareholders' equity

72,789
72,789

Total capitalization and non-current indebtedness

98,670
100,960

(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 10, 2013 European Central Bank reference exchange rate of 1=$1.31 for a total amount of 2,290
million.
As of September 30, 2012, TOTAL had an authorized share capital of 3,421,541,524 ordinary shares with a par value of 2.50
per share, and an issued share capital of 2,365,919,246 ordinary shares (including 108,393,631 treasury shares from shareholders'
equity).
As of September 30, 2012, approximately 306 million of TOTAL's non-current financial debt was secured and approximately
24,300 million was unsecured, and all of TOTAL's current financial debt of 6,947 million was unsecured. As of September 30,
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 November 5, 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. Since September 30, 2012, Total Capital International has issued NOK600 million (or
approximately 82 million using the January 9, 2013, European Central Bank reference exchange rate of 1=NOK7.33), AUD100
million (or approximately 81 million using the January 9, 2013, European Central Bank reference exchange rate of 1=AUD1.24)
and CAD100 million (or approximately 78 million using the January 9, 2013, European Central Bank reference exchange rate of
1=CAD1.29) of non-current financial debt. On January 10, 2013, Total Capital International, an affiliate of TOTAL, commenced an
offering of US$250 million principal amount (or approximately 191 million using the January 10, 2013 European Central Bank
reference exchange rate of 1=$1.31) of notes that are guaranteed by TOTAL. The principal amount of notes to be issued in that
offering is not reflected in the "As Adjusted" column in the table set forth above. The transaction is expected to close on January 25,
2013.
On October 30, 2012, the Board approved a third quarterly interim dividend of 0.59 per share, representing approximately
1.4 billion, to be paid on March 30, 2013.
Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent
liabilities of TOTAL since September 30, 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.
Terms of the Three-Year Notes

· Issuer: Total Capital Canada Ltd.

· Guarantor: TOTAL S.A.

· Title: Floating Rate Guaranteed Notes due January 15, 2016.

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

· Public Offering Price: 100%.

· Issuance date: January 17, 2013.

· Maturity date: The Three-Year Notes will mature on January 15, 2016.

· Interest rate: The interest rate for the first interest period will be the three-month U.S. dollar London Interbank Offered
Rate ("LIBOR"), as determined on January 15, 2013, plus a margin of 0.38%. Thereafter, the interest rate for any interest

period will be U.S. dollar LIBOR, as determined on the applicable interest determination date (as defined below), plus a
margin of 0.38%. The interest rate will be reset quarterly on each interest reset date (as defined below).

· LIBOR: With respect to any interest determination date, LIBOR will be the rate for deposits in U.S. dollars having a
maturity of three months commencing on the interest reset date that appears on the designated LIBOR page as of 11:00 a.m.,
London time, on that interest determination date. If no rate appears, LIBOR, in respect of that interest determination date,
will be determined as follows: the calculation agent (as defined below) will request the principal London offices of each
of four major reference banks in the London interbank market (which may include the calculation agent, the paying agents
or their affiliates), as selected by the calculation agent (after consultation with the Issuer), to provide the calculation agent
with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the interest reset date,
to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that interest determination
date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at
least two quotations are provided, then LIBOR on that interest determination date will be the arithmetic mean of those

quotations (rounded if necessary to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded
upwards). If fewer than two quotations are provided, then LIBOR on the interest determination date will be the arithmetic
mean (rounded if necessary to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded
upwards) of the rates quoted at approximately 11:00 a.m., New York City time, on the interest determination date by three
major banks in The City of New York (which may include the calculation agent, the paying agents or their affiliates)
selected by the calculation agent (after consultation with the Issuer) for loans in U.S. dollars to leading European banks,
having a three-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that
market at that time; provided, however, that if the banks selected by the calculation agent are not providing quotations in
the manner described by this sentence, LIBOR determined as of that interest determination date will be LIBOR in effect on
that interest determination date. The designated LIBOR page is the Reuters screen "LIBOR01", or any successor service
for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen

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