Bond Totale 2.986% ( US89153VAX73 ) in USD

Totale

100 % ▲

France

US89153VAX73 ( in USD )

2.986% per year ( payment 2 times a year)

28/06/2041

Prospectus brochure of the bond Total US89153VAX73 en USD 2.986%, maturity 28/06/2041

2 000 USD

800 000 000 USD

89153VAX7

A+ ( Upper medium grade - Investment-grade )

Aa3 ( High grade - Investment-grade )

29/06/2025 ( In 35 days )

TotalEnergies SE is a multinational integrated energy company headquartered in France, operating in over 130 countries and involved in exploration and production, refining and marketing, gas, renewables, and electricity.

The Bond issued by Totale ( France ) , in USD, with the ISIN code US89153VAX73, pays a coupon of 2.986% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/06/2041

The Bond issued by Totale ( France ) , in USD, with the ISIN code US89153VAX73, was rated Aa3 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Totale ( France ) , in USD, with the ISIN code US89153VAX73, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d903119d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee(1)
2.986% Guaranteed Notes Due 2041

$800,000,000

$103,840
Guarantee of 2.986% Guaranteed Notes Due 2041

--

(2)
3.386% Guaranteed Notes Due 2060

$800,000,000

$103,840
Guarantee of 3.386% Guaranteed Notes Due 2060

--

(2)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee.
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-224307 and 333-224307-01

PROSPECTUS SUPPLEMENT
(To prospectus dated April 17, 2018)
$1,600,000,000
TOTAL CAPITAL INTERNATIONAL
(A wholly-owned subsidiary of TOTAL S.A.)
2.986% Guaranteed Notes Due 2041
3.386% Guaranteed Notes Due 2060
Guaranteed on an unsecured, unsubordinated basis by
TOTAL S.A.

Pursuant to this prospectus supplement, Total Capital International is offering 2.986% notes due 2041 (the "2041 notes") and 3.386% notes due 2060
(the "2060 notes" and, together with the 2041 notes, the "notes"). The 2041 notes will bear interest at the rate of 2.986% per year and the 2060 notes will
bear interest at the rate of 3.386% per year. Total Capital International will pay interest on the 2041 notes on June 29 and December 29 of each year,
beginning on December 29, 2020 and on the 2060 notes on June 29 and December 29 of each year, beginning on December 29, 2020. Interest on each series
of notes will accrue from June 29, 2020. The 2041 notes will mature on June 29, 2041 and the 2060 notes will mature on June 29, 2060. 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 notes in whole or in part at any time and from time to time at the make-whole redemption prices 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 2 of our Annual Report
on Form 20-F/A for the fiscal year ended December 31, 2019, 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.

Public
Proceeds, before
Offering
Underwriting
expenses, to

Price(1)

Discount

TOTAL(1)

https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

424B5
Per 2041 note

100.000%

0.275%
99.725%
Total for 2041 notes

$800,000,000
$ 2,200,000
$ 797,800,000
Per 2060 note

100.000%

0.400%
99.600%
Total for 2060 notes

$800,000,000
$ 3,200,000
$ 796,800,000

(1)
Plus accrued interest from June 29, 2020, 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 SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), against payment in New York, New York on
or about June 29, 2020.

Joint Book-Running Managers

Barclays
BofA Securities
Citigroup
Credit
Deutsche Bank
HSBC
Morgan
MUFG
Standard
Agricole
Securities
Stanley
Chartered

CIB

Bank
Prospectus Supplement dated June 24, 2020
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

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-11
UNDERWRITING (CONFLICTS OF INTEREST)
S-12
TAX CONSIDERATIONS
S-17
LEGAL MATTERS
S-21
EXPERTS
S-21
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
CERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONS

41
PLAN OF DISTRIBUTION

42
VALIDITY OF SECURITIES

43
EXPERTS

43
EXPENSES

44
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 International,
https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

424B5
"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 those documents have been 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, 2019, filed with the SEC on March 20, 2020, as amended on April 14,

2020; and

· TOTAL's Report on Form 6-K, furnished to the SEC on May 5, 2020, the Report on Form 6-K/A, furnished to the SEC on May 7, 2020 and the

Reports on Form 6-K, furnished to the SEC on May 26, 2020 and June 24, 2020.
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
TOTAL files annual and current reports and other information with the SEC. The SEC maintains an internet site at www.sec.gov that contains reports and
other information regarding issuers, including TOTAL, that file electronically with the SEC. TOTAL's website address is www.total.com. Any other
information contained on any website referenced in this prospectus supplement is not incorporated by reference in this prospectus supplement.
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,

S-1
Table of Contents
such information must not be relied upon as having been authorized. Investors should carefully evaluate the information provided in light of the total mix
of information available, recognizing that no assurance can be given about information not contained in or incorporated by reference in this prospectus
supplement and the attached prospectus. 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.
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.
https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

424B5
MiFID II product governance / Professional investors and ECPs only target market. Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a "distributor") should take
into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
Prohibition of sales to EEA and UK retail investors. The notes are not intended to be offered or sold to and should not be offered or sold to any retail
investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129. No key information document required by Regulation (EU) No 1286/2014 for
offering or selling any in scope instrument or otherwise making such instruments available to retail investors in the EEA or in the UK has been prepared.
Offering or selling the notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful.
In addition, this prospectus supplement and the attached prospectus is only being distributed to and is only directed at persons in the United Kingdom that
are (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.

S-2
Table of Contents
RISK FACTORS
Investing in the securities offered using this prospectus supplement and the attached 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 supplement and the attached
prospectus, and any risk factors included in the attached prospectus, before you decide to buy the 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.
You should read "Risk Factors" in TOTAL's Annual Report on Form 20-F/A for the year ended December 31, 2019, which is incorporated by reference in
this prospectus, for information on risks relating to TOTAL's business.
The risk factors that are incorporated by reference into this prospectus supplement and the accompanying prospectus, including those risk factors in respect
of market environment parameters, should be read in light of, among other things, current market conditions of production oversupply as well as demand
reduction due to the COVID-19 pandemic which has led to a significant decrease in commodity prices. TOTAL's future business results, including cash
flows and financing needs as well as its degree of sensitivity to these conditions, will be affected by the extent and duration of these conditions and the
effectiveness of responsive actions that TOTAL and others take, including TOTAL's actions to reduce capital and operating expenses and government
actions to address the COVID-19 pandemic, as well as any resulting impact on national and global economies and markets. At this time, it is difficult to
predict the timing of any resolution of the current supply imbalances and the ultimate impact of COVID-19, and TOTAL continues to monitor market
developments and evaluate the impacts of decreased demand on TOTAL's production levels, as well as impacts on capital expenditures and future
production.
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 $41,611 million of debt as
https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

424B5
of March 31, 2020. 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.

S-3
Table of Contents
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, 2020, TOTAL had approximately $6,600 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 the bankruptcy, liquidation or reorganization of Total Capital International 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 law).
At any point in time there may or may not be an active trading market for the notes.
At any point in time there may or may not be an active trading market for the 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 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-4
Table of Contents
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, 2020, prepared on the basis of IFRS.

As of

March 31, 2020

Actual
(In millions of dollars)

(unaudited)
Adjusted(1)
Current financial debt, including current portion of non-current financial debt

Current portion of non-current financial debt

5,158

5,158
Current financial debt

13,363

13,363
Current portion of financial instruments for interest rate swaps liabilities

334

334
Other current financial instruments -- liabilities

270

270
Financial liabilities directly associated with assets held for sale

--

--

https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

424B5
Total current financial debt

19,125

19,125

Non-current financial debt

48,896

50,496
Non-controlling interests

2,428

2,428
Shareholders' equity

Common shares

8,123

8,123
Paid-in surplus and retained earnings

119,935

119,935
Currency translation adjustment

(14,431)

(14,431)
Treasury shares

(1,621)

(1,621)

Total shareholders' equity -- Group share

112,006

112,006

Total capitalization and non-current indebtedness

163,330

164,930

(1)
As adjusted to reflect the issuance of notes offered pursuant to this prospectus supplement.
As of March 31, 2020, TOTAL had an authorized share capital of 3,586,672,195 ordinary shares with a par value of 2.50 per share, and an issued share
capital of 2,601,881,075 ordinary shares (including 28,707,248 treasury shares from shareholders' equity).
As of March 31, 2020, approximately $6,600 million of the Group's non-current financial debt was secured and approximately $42,296 million was
unsecured, and all of the Group's current financial debt of $13,363 million was unsecured. As of March 31, 2020, TOTAL had no outstanding guarantees
from third parties relating to its consolidated indebtedness. On April 8, 2020, Total Capital International issued outside the United States under its Euro
Medium Term Note ("EMTN") program an aggregate of 3.0 billion principal amount (or approximately $3.4 billion using the /$ exchange rate on
June 5, 2020 of 1=$1.1297 as released by the Board of Governors of the Federal Reserve System on June 8, 2020) of senior unsecured notes guaranteed by
TOTAL in two tranches of 1.5 billion maturing in 7 years and 12 years. In the course of April 2020, TOTAL drew in the amount of $6,350 million under a
syndicated committed facility with an initial 12-month tenor and the option to extend tenor twice by an additional six months at TOTAL's election. On
May 18, 2020, Total Capital International issued outside the United States under its EMTN program an aggregate of 1.5 billion principal amount (or
approximately $1.7 billion using the /$ exchange rate on June 5, 2020 of 1 = $1.1297 as released by the Board of Governors of the Federal Reserve
System on June 8, 2020) of senior unsecured notes guaranteed by TOTAL in two tranches of 500 million maturing in 11 years and 1 billion maturing in
20 years. On May 29, 2020, Total Capital International issued in an offering registered with the SEC an aggregate of $2.5 billion principal amount of senior
unsecured notes guaranteed by TOTAL maturing in 30 years. None of the principal amount of the euro-denominated notes or USD-denominated notes
issued since March 31, 2020 or of the drawing under the syndicated committed facility is reflected in the "As Adjusted" column in the table set forth above.

S-5
Table of Contents
For more information about TOTAL's off balance sheet commitments and contingencies, see Note 13.1 of the Notes to TOTAL's audited Consolidated
Financial Statements in its Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 20, 2020, as amended on
April 14, 2020.
Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent liabilities of TOTAL since
March 31, 2020.

S-6
Table of Contents
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 8 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 originally issued on the original issuance date taken together with any additional notes of the same series
subsequently issued.
Terms of the Notes

· Issuer: Total Capital International

· Guarantor: TOTAL S.A.

https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

424B5
· Title: 2.986% Guaranteed Notes Due 2041.
3.386% Guaranteed Notes Due 2060.

· Total initial principal amount of 2041 notes being issued: $800,000,000.

· Total initial principal amount of 2060 notes being issued: $800,000,000.

· Public Offering Price for the 2041 notes: 100.000%.

· Public Offering Price for the 2060 notes: 100.000%.

· Issuance date: June 29, 2020.

· Maturity date: The 2041 notes will mature on June 29, 2041.
The 2060 notes will mature on June 29, 2060.

· Interest rate: The 2041 notes will bear an interest at the rate of 2.986% per annum.
The 2060 notes will bear an interest at the rate of 3.386% 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 29, 2020.

· Interest payment dates: Each June 29 and December 29 for the 2041 notes.
Each June 29 and December 29 for the 2060 notes.

· First interest payment date: December 29, 2020 for the 2041 notes.
December 29 , 2020 for the 2060 notes.

· Regular record dates for interest: Each June 14 and December 14 for the 2041 notes.
Each June 14 and December 14 for the 2060 notes.

· 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.

S-7
Table of Contents
· Optional redemption:
2041 notes

·
Prior to December 29, 2040 (the date that is six months prior to the scheduled maturity of the 2041 notes), we have the right to redeem the
2041 notes in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (i) 100% of the principal
amount of the 2041 notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest

on the 2041 notes to be redeemed that would be due if such 2041 notes matured on December 29, 2040 (the date that is six months prior to
the scheduled maturity of the 2041 notes) (not including any portion of payments of interest accrued to the redemption date) discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 25 basis
points, plus accrued and unpaid interest to (but excluding) the date of redemption.

·
On or after December 29, 2040 (the date that is six months prior to the scheduled maturity date of the 2041 notes), we have the right to

redeem the 2041 notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2041 notes to be redeemed, plus
accrued and unpaid interest to (but excluding) the date of redemption.
2060 notes

·
Prior to December 29, 2059 (the date that is six months prior to the scheduled maturity of the 2060 notes), we have the right to redeem the
2060 notes in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (i) 100% of the principal
amount of the 2060 notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest

on the 2060 notes to be redeemed that would be due if such 2060 notes matured on December 29, 2059 (the date that is six months prior to
the scheduled maturity of the 2060 notes) (not including any portion of payments of interest accrued to the redemption date) discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 30 basis
points, plus accrued and unpaid interest to (but excluding) the date of redemption.

·
On or after December 29, 2059 (the date that is six months prior to the scheduled maturity date of the 2060 notes), we have the right to

redeem the 2060 notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2060 notes to be redeemed, plus
accrued and unpaid interest to (but excluding) the date of redemption.
https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

424B5
For purposes of determining the optional make-whole redemption price, the following definitions are applicable.
"Treasury rate" means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal
amount) equal to the comparable treasury price for such redemption date.
"Comparable treasury issue" means the U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated
maturity comparable to the remaining term of the applicable series of notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such
notes.
"Comparable treasury price" means, with respect to any redemption date, the average of the reference treasury dealer quotations for such redemption
date.
"Quotation agent" means one of the reference treasury dealers appointed by us. The quotation agent will determine the applicable make-whole
premium and deliver such determination to Total Capital International and TOTAL, with a copy to the trustee.

S-8
Table of Contents
"Reference treasury dealer" means each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC and a primary U.S. government securities dealer selected by each of Credit Agricole
Securities (USA) Inc., MUFG Securities Americas Inc. and Standard Chartered Bank or their respective affiliates which are primary U.S.
government securities dealers, and their respective successors, and three other primary U.S. government securities dealers selected by us, provided,
however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a "Primary Treasury
Dealer"), we shall substitute therefor another Primary Treasury Dealer.
"Reference treasury dealer quotations" means with respect to each reference treasury dealer and any redemption date, the average, as determined by
the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the quotation agent by such reference treasury dealer at 3:30 p.m. New York time on the third business day preceding
such redemption date.

· 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 8 of the attached prospectus.

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

respectively, and will rank equally with all other unsecured and unsubordinated indebtedness of Total Capital International and TOTAL,
respectively, from time to time outstanding.

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

· Form of notes: The notes of each series will be issued as one or more global securities. You should read "Description of Debt Securities and
Guarantee--Legal Ownership--Global Securities" beginning on page 10 of the attached prospectus for more information about global securities.

The notes will be issued in the form of global securities deposited with DTC and registered in the name of Cede & Co, as the nominee of DTC.
Beneficial interests in the notes may be held through DTC, Clearstream or Euroclear. For more information about global securities held through
DTC, Clearstream or Euroclear, you should read "Clearance and Settlement" beginning on page 21 of the attached prospectus.

· Redemption: The notes are not redeemable, except (i) as described under "Description of Debt Securities and Guarantee--Optional Tax
Redemption" beginning on page 18 of the attached prospectus; the provisions for optional tax redemption described therein will apply to changes in
tax treatment occurring after the issuance date; at maturity, the notes will be repaid at par; and (ii) as described above under "Optional redemption".

Notice of redemption will be sent at least 10 days but not more than 60 days before the redemption date to each registered holder of the relevant notes
to be redeemed. Once notice of redemption is sent, the relevant notes called for redemption will become due and payable on the redemption date and
at the applicable redemption price, plus accrued and unpaid interest to the redemption date, subject to any conditions precedent specified in such
notice.

· Additional Amounts: We will make payments on the notes without withholding any taxes unless otherwise required to do so by law. If the Republic
of France or any tax authority therein requires Total Capital International or TOTAL to withhold or deduct amounts from payment on a note or any
amounts to be paid under the guarantee in respect of the notes or as additional amounts for or on account of taxes or any other governmental charges,
or in some cases any other jurisdiction requires such withholding or deduction as a result of a merger or similar event, Total Capital International or

TOTAL may be required to pay you an additional amount so that the net amount you receive will be the amount specified in the note to which you
are entitled as more fully described in the attached prospectus. Furthermore, any amounts to be paid by Total Capital International, the paying agent,
the trustee or TOTAL, as the case may be, on the notes will be paid net of any FATCA Withholding. Neither Total Capital International nor TOTAL
will be required to pay Additional Amounts on account of any FATCA Withholding.

https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

424B5
S-9
Table of Contents
· Sinking fund: There is no sinking fund.

· Trustee: Total Capital International will issue the notes under an indenture with The Bank of New York Mellon, as trustee, entered into on

February 17, 2012, which is referred to on page 8 of the attached prospectus, as amended by the first supplemental indenture, dated as of February 19,
2019, and by the fourth supplemental indenture dated as of June 29, 2020.

· Net proceeds: The net proceeds will be $1,594,600,000 (before expenses).

· Listing: We do not plan to have the notes listed on any securities exchange or made available for quotation on any automated interdealer quotation

system.

· Risk factors: You should read carefully all of the information in this prospectus supplement and the attached prospectus, which includes information
incorporated by reference. In particular, you should evaluate the specific factors under "Risk Factors" beginning on page S-3 of this prospectus

supplement, on page 2 of the attached prospectus and on page 2 of our Annual Report on Form 20-F/A for the fiscal year ended December 31, 2019
for risks involved with an investment in the notes.

· Further issues: We may issue additional notes of the same series as any series of notes offered hereby without the consent of holders of such notes.
Any additional notes so issued will have the same terms as such existing notes in all respects (except for the date from which interest accrues, the
issue price and, in some cases, the first interest payment date on the new notes, if any), so that such additional notes will be consolidated and form a

single series with such existing notes. Any additional notes shall be issued under a separate CUSIP or ISIN number unless the additional notes are
issued pursuant to a "qualified reopening" of such original series, are otherwise treated as part of the same "issue" of debt instruments as such original
series or are issued with no more than a de minimis amount of original discount, in each case for U.S. federal income tax purposes.

· Governing law and jurisdiction: The indenture, as amended by the supplemental indentures, and the notes are governed by New York law. Any legal

proceeding arising out of or based upon the indenture, the supplemental indenture relating to the notes and the notes may be instituted in any state or
federal court in the Borough of Manhattan in New York City, New York.

· Timing and delivery: We currently expect delivery of the notes to occur on or about June 29, 2020 which will be the third business day following the
initial date of trading of the notes (such settlement cycle being referred to as "T+3"). Under applicable rules and regulations, trades in the secondary

market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, by virtue of
the fact that the initial delivery of the notes will not be made on a T+2 basis, investors who wish to trade the notes prior to the second business day
before a final settlement will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.

· CUSIP / ISIN for the 2041 notes: 89153V AX7 / US89153VAX73.

· CUSIP / ISIN for the 2060 notes: 89153V AW9 / US89153VAW90.

S-10
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds (after deducting the underwriting discounts but before expenses of the offering) from the sale of the notes will be
approximately $1,594,600,000. We intend to use the net proceeds from the sale of the notes for general corporate purposes, including the prepayment of
approximately $1,594,600,000 in borrowings outstanding under our syndicated $6,350 million committed facility (the "Syndicated Committed Facility").
The Syndicated Committed Facility currently bears interest at a rate substantially consistent with the interest rate applicable to USD-denominated short-
term indebtedness raised by the Group around the time the Syndicated Committed Facility was entered into in April 2020. The Syndicated Committed
Facility matures on April 2, 2021, which we have the option to extend twice by an additional six months each, and the use of proceeds of the borrowings
outstanding thereunder is general corporate purposes.
Certain affiliates of the underwriters are lenders under the Syndicated Committed Facility and, as a result, will indirectly receive a portion of the proceeds
of this offering. See "Underwriting (Conflicts of Interest)."

S-11
https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

424B5
Table of Contents
UNDERWRITING (CONFLICTS OF INTEREST)
Subject to the terms and conditions of the Purchase Agreement with Total Capital International and TOTAL, dated the date of this prospectus supplement,
each of the underwriters has severally agreed to purchase, and we have agreed to sell to each underwriter, the principal amount of notes set forth opposite
the name of each underwriter:

Principal Amount
Principal Amount
Underwriters

of 2041 notes

of 2060 notes

Barclays Capital Inc.

$
88,889,000
$
88,889,000
BofA Securities, Inc.

$
88,889,000
$
88,889,000
Citigroup Global Markets Inc.

$
88,889,000
$
88,889,000
Credit Agricole Securities (USA) Inc.

$
88,889,000
$
88,889,000
Deutsche Bank Securities Inc.

$
88,889,000
$
88,889,000
HSBC Securities (USA) Inc.

$
88,889,000
$
88,889,000
Morgan Stanley & Co. LLC

$
88,889,000
$
88,889,000
MUFG Securities Americas Inc.

$
88,889,000
$
88,889,000
Standard Chartered Bank

$
88,888,000
$
88,888,000

Total

$
800,000,000
$
800,000,000

Standard Chartered Bank will not effect any offers or sales of any notes in the U.S. unless it is through one or more U.S. registered broker-dealers as
permitted by the regulations of the Financial Industry Regulatory Authority.
The notes are new issues of securities with no established trading markets. We do not plan to have the notes listed on any securities exchange or included
in any automated interdealer quotation system. Total Capital International and TOTAL have been advised by the underwriters that they intend to make a
market in the notes but are not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the
liquidity of the trading markets for the notes.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading,
commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and
brokerage activities. The underwriters and their affiliates have provided from time to time, and expect to provide in the future, investment and commercial
banking and financial advisory services (including entering into swap arrangements) to TOTAL and its affiliates in the ordinary course of business, for
which they have received and may continue to receive customary fees and commissions.
Delivery of the notes will be made against payment on June 29, 2020 (such settlement cycle being referred to as "T+3"). Under Rule 15c6-1 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, trades of securities in the secondary market generally are required to
settle in two business days, referred to as T+2, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the
notes will not be made on a T+2 basis, investors who wish to trade the notes prior to the second business day before a final settlement will be required to
specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. See "Description of Notes--Timing and delivery".
In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. If any of the underwriters
or their respective affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those
underwriters may hedge, their credit exposure to us consistent with their customary risk management policies. A typical such hedging strategy would
include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of

S-12
Table of Contents
either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit
default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The underwriters and their respective affiliates may
also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any
time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Certain affiliates of the underwriters will receive at least 5% of the net proceeds of this offering in connection with the repayment of a portion of the
borrowings outstanding under our Syndicated Committed Facility. See "Use of Proceeds". Accordingly, this offering is being made in compliance with the
requirements of FINRA Rule 5121. In accordance with that rule, no "qualified independent underwriter" is required because the notes will be rated
investment grade. Such underwriters will not confirm sales to discretionary accounts without the prior written approval of the customer.
https://www.sec.gov/Archives/edgar/data/879764/000119312520179975/d903119d424b5.htm[6/26/2020 9:00:43 AM]

Document Outline

#1">
- #1">