Bond Totale 3.369% ( XS1501166869 ) in EUR

Totale

100 % ▲

France

XS1501166869 ( in EUR )

3.369% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Total XS1501166869 en EUR 3.369%, maturity Perpetual

100 000 EUR

1 500 000 000 EUR

06/10/2025 ( In 134 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 EUR, with the ISIN code XS1501166869, pays a coupon of 3.369% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

Prospectus dated 4 October 2016

TOTAL S.A.
(incorporated as a société anonyme with limited liability in the Republic of France)
as Issuer

1,000,000,000 Undated Non-Call 6.6 Year
1,500,000,000 Undated Non-Call 10 Year
Deeply Subordinated Fixed Rate Resettable
Deeply Subordinated Fixed Rate Resettable
Notes issued as Tranche 1 of Series 114
Notes issued as Tranche 1 of Series 115
Issue Price: 99.997 per cent.
Issue Price: 100.00 per cent.

under the 35,000,000,000 Euro Medium Term Note Programme
due from seven days from the date of the original issue

The Euro 1,000,000,000 Undated Non-Call 6.6 Year Deeply Subordinated Fixed Rate Resettable Notes (the "Euro 6.6 Year
Non-Call Notes") and the Euro 1,500,000,000 Undated Non-Call 10 Year Deeply Subordinated Fixed Rate Resettable Notes (the
"Euro 10 Year Non-Call Notes" and, together with the Euro 6.6 Year Non-Call Notes, the "Notes") of Total S.A. ("Total" or
the "Issuer") will be issued on 6 October 2016 (the "Issue Date") under its 35,000,000,000 Euro Medium Term Note
Programme (the "Programme").
The principal and interest in respect of the Notes constitute direct, unconditional, unsecured and lowest ranking subordinated
obligations (titres subordonnés de dernier rang) of the Issuer and rank and will rank pari passu among themselves and equally
and rateably with all other present or future Deeply Subordinated Obligations, but subordinated to the prêts participatifs granted
to the Issuer, and Ordinary Subordinated Obligations and Unsubordinated Obligations of the Issuer but in priority to Junior
Securities of the Issuer, as set out in "Status and Subordination of the Notes" in the Terms and Conditions of the relevant Notes.
The Notes are undated securities with no specified maturity date.
The Issuer will have the right to redeem all (but not some only) of the Notes of any Series on the relevant First Reset Date or
upon any relevant Interest Payment Date thereafter, as defined and further described in "Redemption and Purchase - Optional
Redemption" in the Terms and Conditions of the relevant Notes. The Issuer may also, at its option, redeem all (but not some
only) of the Notes of any Series at any time upon the occurrence of a Gross-Up Event, a Tax Deduction Event, an Accounting
Event, an Equity Credit Rating Event or a Substantial Repurchase Event, and shall redeem all (but not some only) of the Notes of
any Series at any time upon an occurrence of a Withholding Tax Event, as further described in "Redemption and Purchase" in
the Terms and Conditions of the relevant Notes.
The Issuer will also have the right to substitute or vary the terms and conditions of the Notes in the event that a Gross-Up Event,
a Tax Deduction Event, an Accounting Event, an Equity Credit Rating Event or a Withholding Tax Event has occurred or is
expected to occur as further described in "Redemption and Purchase" in the Terms and Conditions of the relevant Notes.
Unless previously redeemed in accordance with the "Redemption and Purchase", and subject to the further provisions described
in "Interest", in the Terms and Conditions of the relevant Notes, the Notes shall bear interest on their principal amount as from
the Issue Date as follows:
a) the Euro 6.6 Year Non-Call Notes shall bear interest on their principal amount:
(i)
from, and including, the Issue Date to, but excluding, 5 May 2023 (the "First Reset Date"), at an interest rate
of 2.708 per cent. per annum, payable annually in arrear on 5 May of each year, commencing on 5 May 2017
and ending on the First Reset Date; there will be a first short coupon in respect of the interest period from, and
including, the Issue Date to, but excluding, 5 May 2017;
(ii)
from, and including, the First Reset Date to, but excluding, 5 May 2028 (the "First Step-Up Date"), at an
interest rate per annum which shall be equal to the sum of the Reference Rate of the relevant Reset Period and

1

the Initial Margin, payable annually in arrear on 5 May of each year, commencing on 5 May 2024 and ending
on the First Step-up Date;
(iii)
from, and including, the First Step-up Date to, but excluding, 5 May 2043 (the "Second Step-up Date"), at an
interest rate per annum which will be subject to a reset every five years and shall be equal to the sum of the
Reference Rate of the relevant Reset Period, the Initial Margin and the First Step-up Margin, payable annually
in arrear on 5 May of each year, commencing on 5 May 2029 and ending on the Second Step-up Date; and
(iv)
from, and including, the Second Step-up Date, at an interest rate per annum which will be subject to a reset
every five years and shall be equal to the sum of the Reference Rate of the relevant Reset Period, the Initial
Margin and the Second Step-up Margin, payable annually in arrear on 5 May of each year, commencing on
5 May 2044;
where the Initial Margin shall be 2.75 per cent. per annum, the First Step-up Margin shall be 0.25 per cent. per annum and the
Second Step-up Margin shall be 1.00 per cent. per annum.
b) the Euro 10 Year Non-Call Notes shall bear interest on their principal amount:
(i)
from, and including, the Issue Date to, but excluding, 6 October 2026 (the "First Reset Date" and the "First
Step-up Date"), at an interest rate of 3.369 per cent. per annum, payable annually in arrear on 6 October of
each year, commencing on 6 October 2017 and ending on the First Reset Date;
(ii)
from, and including, the First Step-up Date to, but excluding, 6 October 2046 (the "Second Step-up Date"), at
an interest rate per annum which will be subject to a reset every five years and shall be equal to the sum of the
Reference Rate of the relevant Reset Period, the Initial Margin and the First Step-up Margin, payable annually
in arrear on 6 October of each year, commencing on 6 October 2027 and ending on the Second Step-up Date;
and
(iii)
from, and including, the Second Step-up Date, at an interest rate per annum which will be subject to a reset
every five years and shall be equal to the sum of the Reference Rate of the relevant Reset Period, the Initial
Margin and the Second Step-up Margin, payable annually in arrear on 6 October of each year, commencing on
6 October 2047;
where the Initial Margin shall be 3.10 per cent. per annum, the First Step-up Margin shall be 0.25 per cent. per annum and the
Second Step-up Margin shall be 1.00 per cent. per annum.
Payment of interest on the Notes may be deferred at the option of the Issuer under certain circumstances, as set out in
"Interest Optional Interest Deferral" in the Terms and Conditions of the relevant Notes.
This prospectus (the "Prospectus") constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as amended
by Directive 2010/73/EU, as amended (the "Prospectus Directive") and the relevant implementing measures in France.
This Prospectus has been prepared for the purposes of giving information with regard to Total and its consolidated subsidiaries
taken as a whole (together with the Issuer, the "Group") and the Notes which, according to the particular nature of the Issuer and
the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit
and losses and prospects of Total and the Group. Application has been made to the Autorité des marchés financiers (the "AMF")
in France for approval of this Prospectus, in its capacity as competent authority pursuant to Article 212-2 of its Règlement
Général which implements the Prospectus Directive. Application has been made to Euronext Paris for the Notes to be admitted to
trading on Euronext Paris. Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments
Directive 2004/39/EC as amended, appearing on the list of regulated markets issued by the European Commission.
The Notes will be in bearer form and in the denominations of EUR 100,000 and integral multiples of EUR 1,000 in excess
thereof up to and including EUR 199,000. The Notes of each Series will initially be represented by a temporary global note (the
"Temporary Global Note"), without interest coupons, which will be deposited on or about the Issue Date with a common
depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg"). Interests
in the Temporary Global Note of each Series will be exchangeable for interests in a permanent global note for such Series (the
"Permanent Global Note" and, together with the relevant Temporary Global Note, the "Global Notes"), without interest
coupons, on or after 15 November 2016, upon certification as to non-U.S. beneficial ownership.
The Issuer is currently rated Aa3 with stable outlook by Moody's Investors Service Limited ("Moody's") and A+ with a negative
outlook by Standard & Poor's Global Ratings France S.A.S ("S&P"). The Notes are expected to be assigned a rating of A2 by
Moody's and A- by S&P. Each of Moody's and S&P is established in the European Union, is registered under Regulation (EC)
No.1060/2009 on credit ratings agencies, as amended by Regulation (EU) No. 513/2011 and is included in the list of registered
credit
rating
agencies
published
on
the
website
of
the
European
Securities
and
Markets
Authority
(www.esma.europa.eupage/List-registered-and-certified-CRAs). Credit ratings are subject to revision, suspension or withdrawal
at any time by the relevant rating organization. A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change or withdrawal at any time by the assigning rating agency.
Copies of this Prospectus may be obtained, free of charge, at the registered office of the Issuer during normal business hours.

2

Copies of this Prospectus will also be available on the website of the AMF (www.amf-france.org) and on the website of the
Issuer (www.total.com).
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the
nature of the Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an
investment in the light of their own circumstances and financial condition. For a discussion of these risks see "Risk Factors"
below.

Joint Bookrunners
DEUTSCHE BANK
HSBC
J.P. MORGAN
MORGAN STANLEY

3

This Prospectus is to be read and construed in conjunction with the documents incorporated by
reference in this Prospectus (see "Documents Incorporated by Reference" below) which have been
previously published and which shall be deemed to be incorporated by reference in, and form part of,
this Prospectus (except to the extent so specified in, or to the extent inconsistent with, this Prospectus).

This Prospectus has been prepared for the purposes of giving information with regard to Total and its
subsidiaries and affiliates taken as a whole (together with the Issuer, the "Group") and the Notes
which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors
to make an informed assessment of the assets and liabilities, financial position, profit and losses and
prospects of Total and the Group.
The Issuer (the "Responsible Person") accepts responsibility for the information contained or
incorporated by reference in this Prospectus and declares that, having taken all reasonable care to
ensure that such is the case, the information contained or incorporated by reference in this Prospectus
is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its
import.

No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of any Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any of the Joint Bookrunners. Neither the delivery of this Prospectus nor the offering, sale or delivery
of the Notes shall, under any circumstances, create any implication that there has been no change in
the affairs of the Issuer of the Group since the date hereof or that there has been no adverse change in
the financial position of the Issuer or the Group since the date hereof or that any other information
supplied in connection with this Prospectus is correct as of any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
Certain of the Joint Bookrunners and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform services for, the
Issuer and their affiliates in the ordinary course of business. In addition, in the ordinary course of
their business activities, the Joint Bookrunners and their 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.
Such investments and securities activities may involve securities and/or instruments of the Issuer or
Issuer's affiliates. Certain of the Joint Bookrunners or their affiliates that have a lending relationship
with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk
management policies. Typically, such Joint Bookrunners and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or
the creation of short positions in securities, including potentially the Notes. Any such short positions
could adversely affect future trading prices of Notes. The Joint Bookrunners and their affiliates may
also make investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that they
acquire, long and/or short positions in such securities and instruments.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or the solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law
in certain jurisdictions. None of the Issuer or the Joint Bookrunners represent that this document may
be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or the Joint Bookrunners which is intended to
permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action

4

for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations and the Joint Bookrunners have represented that all offers and sales
by them will be made on the same terms. Persons into whose possession this Prospectus or any Notes
may come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution
of this Prospectus and the offer or sale of Notes (see "Subscription and Sale" below).
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Joint Bookrunners to inform themselves about and to observe any such restriction.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE
OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS. FOR A DESCRIPTION OF CERTAIN
RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF THIS
PROSPECTUS, SEE "SUBSCRIPTION AND SALE" HEREIN.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Joint Bookrunners to subscribe for, or purchase, any Notes.
In connection with the issue of the Notes, HSBC Bank plc will act as stabilising manager (the
"Stabilising Manager"). The Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilising Manager will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the final terms of the offer of the Notes is made
and, if begun, may be ended at any time, but it must end no later than the earlier of thirty (30) calendar
days after the issue date of the Notes and sixty (60) calendar days after the date of the allotment of the
Notes. Any stabilisation action or over-allotment shall be conducted in accordance with applicable
laws and rules.
The Joint Bookrunners have not separately verified the information contained in this Prospectus.
None of the Joint Bookrunners makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this
Prospectus. Neither this Prospectus nor any other information incorporated by reference in this
Prospectus is intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer or the Joint Bookrunners that any recipient of this
Prospectus or any other information incorporated by reference should subscribe for or purchase the
Notes. In making an investment decision regarding the Notes, prospective investors must rely on their
own independent investigation and appraisal of the Issuer, its business and the terms of the offering,
including the merits and risks involved. For further details, see "Risk Factors" herein. The contents of
this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor
should subscribe for or consult its own advisers as to legal, tax, financial, credit and related aspects of
an investment in the Notes. None of the Joint Bookrunners undertakes to review the financial
condition or affairs of the Issuer or the Group during the life of the Notes nor to advise any investor or
potential investor in the Notes of any information coming to the attention of any of the Joint
Bookrunners.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "EUR" or "euro" or "" are to the

5

single currency introduced at the start of the third stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Community, as amended, and references to "U.S.
dollars", "U.S. Dollars", "USD" or "U.S.$" are to the lawful currency of the United States of America.

6

TABLE OF CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 8
FORWARD-LOOKING STATEMENTS ................................................................................................... 19
GENERAL DESCRIPTION OF THE NOTES .......................................................................................... 20
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 30
TERMS AND CONDITIONS OF THE EURO 6.6 YEAR NON-CALL NOTES .................................... 34
TERMS AND CONDITIONS OF THE EURO 10 YEAR NON-CALL NOTES ..................................... 52
USE OF PROCEEDS ................................................................................................................................. 69
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ........................................... 70
RECENT DEVELOPMENTS .................................................................................................................... 71
TAXATION ................................................................................................................................................ 76
SUBSCRIPTION AND SALE ................................................................................................................... 78
GENERAL INFORMATION ..................................................................................................................... 80
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS .................... 83

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set
out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their
own views prior to making any investment decision.
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
Terms used but not defined in this section shall have the same meaning as that set out in the "Terms and
Conditions of the relevant Notes" or elsewhere in this Prospectus.
A.
Risk Factors relating to the Issuer
The Risk Factors relating to the Issuer and its operations are set out on pages 59 to 78 of the Total 2015 RD
as incorporated by reference in this Prospectus (as defined in the section "Documents Incorporated by
Reference" of this Prospectus).
There are certain factors that may affect the Issuers' ability to fulfil its obligations under the Notes. These
risk factors are related to the Issuer, its operations, industry and its structure. These risk factors include,
without limitation:
The Group and its business are subject to various risks relating to changing competitive, economic, legal,
political, social, industry, business and financial conditions. Its operations and profit could be affected
mainly by:
Risks related to market environment and other financial risks:
sensitivity to a number of market-related factors, the most significant being crude oil and
natural gas prices, refining margins and exchange rates;
oil and gas market related risks due to the oil and gas trading activities of the Group;
financial markets related risks due to its exposure to changes in interest rates and foreign
exchanges rates;
counterparty risk;
currency exposure due to various functional currencies used by Group entities;
short-term interest rate exposure and cash due to the cash balances which are primarily
composed of euros and dollars;
interest rate risk on non-current debt;
stock market risk due to the Group interests in a number of publicly-traded companies;
8

liquidity risk;
credit risk due to the risk of the counterparty to a contract failing to perform or pay the
amounts due; industrial and environmental risks;
industrial and environmental risks and risks related to climate issues;
Risks related to critical IT systems security;
Risks related to the development of major projects and reserve:
risks related to the Group's long-term profitability which depends on cost effective
discovery, acquisition and development of new reserves;
the Group's oil and gas reserves data are only estimates and subsequent downward
projections may be possible;
production growth and profitability which depend on the delivery of its major development
projects;
Risks related to competition and lack of innovation;
Risks related to equity affiliates and management of assets operated by third parties:
equity affiliates may reduce the degree of control, as well as the ability of the Group to
identify and manage risks;
Risks related to economic or political factors:
Total has production and reserves located in politically, economically and socially unstable
areas;
intervention by host country authorities can adversely affect the Group's activities and its
operating results;
ethical misconduct and non-compliance risks;
countries targeted by economic sanctions;
Legal and arbitration proceedings:
legal aspects of the Upstream segment's activities which are subject to a broad range of
regulations in various countries;
legal aspects of the Group's other segment's activities which are also subject to a wide range
of regulations (Group's Refining & Chemicals and Marketing & Services);
legal and arbitration proceedings;
Insurance and risk management.
B.
Risk Factors relating to the Notes
The following paragraphs describe the main risk factors that are considered material for prospective
investors in order to assess the market risk associated with the Notes. They do not describe all the risks of an
investment in the Notes. Prospective investors should consult their own financial and legal advisers about
9

risks associated with investment in the Notes and the suitability of investing in the Notes in light of their
particular circumstances.
1
General Risks relating to the Notes
Notes may not be a suitable investment for all investors
The Notes are complex financial instruments. Each potential investor in the Notes must determine the
suitability of that investment in light of such investor's own circumstances and its own objectives and
experience and any other factors which may be relevant to it in connection with such investment,
either alone or with the help of a financial advisor. In particular, each potential investor should:
(i)
be experienced with respect to transactions on capital markets and notes and understand the
risks of transactions involving the Notes;
(ii)
reach an investment decision only after careful consideration of the information set forth in
this Prospectus and general information relating to Notes;
(iii)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus;
(iv)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will
have on its overall investment portfolio;
(v)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes;
(vi)
understand thoroughly the terms of the Notes;
(vii) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the relevant risks;
(viii) make their own assessment of the legal, tax, accounting and regulatory aspects of purchasing
the Notes; and
(ix)
consult its legal advisers on legal, tax and related aspects of investment in the Notes.
Some potential investors are subject to restricting investment regulations. These potential investors
should consult their legal counsel in order to determine whether investment in the Notes is authorised
by law, whether such investment is compatible with their other borrowings or whether the Notes can
be used as collateral for any such borrowings and whether other selling restrictions are applicable to
them.
Legality of Purchase
Neither the Issuer nor any of the Joint Bookrunners nor any of their respective affiliates has or
assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective investor of
the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which
it operates (if different), or for compliance by that prospective investor with any law, regulation or
regulatory policy applicable to it.
Regulatory Restrictions
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt
securities. Investors should review and consider such restrictions prior to investing in the Notes.
10