Obligation Totale 3.7% ( US89153VAG41 ) en USD

Totale

100 % ▲

France

US89153VAG41 ( en USD )

3.7% par an ( paiement semestriel )

14/01/2024 - Obligation échue

Prospectus brochure de l'obligation Total US89153VAG41 en USD 3.7%, échue

2 000 USD

1 000 000 000 USD

89153VAG4

A+ ( Qualité moyenne supérieure )

Aa3 ( Haute qualité )

TotalEnergies est une multinationale française intégrée active dans l'exploration et la production d'hydrocarbures, la production et la distribution d'électricité, et la commercialisation de produits pétroliers et chimiques.

L'analyse d'une obligation spécifique révèle qu'il s'agit d'un instrument de dette de type obligataire identifié par son code ISIN US89153VAG41 et son code CUSIP 89153VAG4, émis par Total, un acteur majeur et global de l'énergie basé en France, cette obligation, libellée en dollars américains (USD), ayant offert un taux d'intérêt annuel de 3,7% versé avec une fréquence de deux paiements par an, pour une taille totale d'émission d'un milliard de dollars (1 000 000 000 USD) et une taille minimale à l'achat fixée à 2 000 USD, a atteint sa date de maturité le 14 janvier 2024 et a été intégralement remboursée à son prix nominal de 100% comme prévu, bénéficiant par ailleurs d'une notation A+ attribuée par l'agence Standard & Poor's (S&P) et d'une notation Aa3 par l'agence Moody's, reflétant la solide qualité de crédit de l'émetteur au moment de son émission et tout au long de sa durée de vie.

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424B5 1 d580967d424b5.htm FORM 424B5
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Title of Each Class of
Maximum
Amount of
Securities to be Registered

Offering Price

Registration Fee
1.000% Guaranteed Notes Due 2016

$500,000,000

$68,200
Guarantee of 1.000% Guaranteed Notes Due 2016

--

(1)
Floating Rate Guaranteed Notes Due 2018

$500,000,000

$68,200
Guarantee of Floating Rate Guaranteed Notes Due 2018

--

(1)
3.700% Guaranteed Notes Due 2024

$1,000,000,000

$136,400
Guarantee of 3.700% Guaranteed Notes Due 2024

--

(1)

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

PROSPECTUS SUPPLEMENT
(To prospectus dated April 26, 2012)
$2,000,000,000
(A wholly-owned subsidiary of TOTAL S.A.)
consisting of
$500,000,000 1.000% Guaranteed Notes Due 2016
$500,000,000 Floating Rate Guaranteed Notes Due 2018
$1,000,000,000 3.700% Guaranteed Notes Due 2024
Guaranteed on an unsecured, unsubordinated basis by

Pursuant to this prospectus supplement, Total Capital International is offering 1.000% notes due August 12, 2016 (the "Three-Year Notes"), floating rate notes due August 10, 2018 (the "Five-Year Floating Rate Notes")
and 3.700% notes due January 15, 2024 (the "Ten-Year Notes" and, together with the Three-Year Notes, and the Five-Year Floating Rate Notes, the "notes"). The Three-Year Notes will bear interest at the rate of 1.000% per
year and the Ten-Year Notes will bear interest at the rate of 3.700% per year. Total Capital International will pay interest on the Three-Year Notes on February 12 and August 12 of each year, beginning on February 12, 2014.
Total Capital International will pay interest on the Ten-Year Notes on January 15 and July 15 of each year, starting on January 15, 2014. The Five-Year Floating Rate Notes will bear interest at an interest rate for each interest
period equal to the three-month U.S. dollar LIBOR plus 57 basis points, as described in this prospectus supplement. Total Capital International will pay interest on the Five-Year Floating Rate Notes on February 10, May 10,
August 10 and November 10 of each year, beginning on November 10, 2013. Interest on the notes will accrue from August 12, 2013. The Three-Year Notes will mature on August 12, 2016, the Five-Year Floating Rate Notes
will mature on August 10, 2018 and the Ten-Year Notes will mature on January 15, 2024. 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 Three-Year Notes and the Ten-Year Notes in whole or in part at any time and from time to time at the make-whole redemption price set forth in this prospectus supplement. In addition, we may
redeem the notes at any time at 100% of 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 3 of our Annual Report on Form 20-F for the fiscal year ended December 31,
2012, 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.

Five-Year Floating Rate

Three-Year Notes

Notes

Ten-Year Notes

Per Note
Total

Per Note
Total

Per Note
Total

Public Offering Price(1)

99.726%
$498,630,000
100.000%
$500,000,000

99.745%
$997,450,000
Underwriting Discount

0.110%
$ 550,000

0.130%
$ 650,000

0.210%
$ 2,100,000
Proceeds, before expenses, to TOTAL(1)

99.616%
$498,080,000

99.870%
$499,350,000

99.535%
$995,350,000
(1) Plus accrued interest from August 12, 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 ("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 August 12, 2013.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

Credit Suisse

BNP PARIBAS

Mitsubishi UFJ Securities

Prospectus Supplement dated August 5, 2013.
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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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In this prospectus, unless the context indicates otherwise, the terms "we", "our" and "us" refer to both TOTAL S.A. and Total Capital International,
"TOTAL" refers to TOTAL S.A., the "Total Group" refers to TOTAL and its subsidiaries, and "Total Capital International" refers to Total Capital International.
INCORPORATION OF INFORMATION FILED WITH THE SEC
The U.S. Securities and Exchange Commission, referred to herein as the "SEC", allows us to "incorporate by reference" into this prospectus supplement and the
attached prospectus the information in documents filed with the SEC, which means that:

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

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

· information filed with the SEC in the future will automatically update and supersede this prospectus supplement and the attached prospectus.
The information that we incorporate by reference is an important part of this prospectus supplement and the attached prospectus.
We incorporate by reference in this prospectus supplement and the attached prospectus the documents described in "Where You Can Find More Information
About Us" in the attached prospectus which we filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, referred to herein as the Exchange Act,
except to the extent amended or superseded by subsequent filings. We also incorporate by reference TOTAL's Report on Form 6-K furnished to the SEC on May 31,
2013. 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, 2012, filed with the SEC on March 28, 2013; and

· TOTAL's Reports on Form 6-K, furnished to the SEC on May 31, 2013, July 29, 2013 and August 5, 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 International's headquarters are located at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France.
In this prospectus, references to "United States dollars", "U.S. dollars", "dollars", "US$" and "$" are to the currency of the United States and references to
"euros" and "" are to the single European currency adopted by certain participating member countries of the European Union.

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RISK FACTORS
Investing in the securities offered using this prospectus involves risk. You should consider carefully the risks described below, together with the risks
described in the documents incorporated by reference into this prospectus, and any risk factors included in the attached prospectus, before you decide to buy our
notes. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the
securities offered using this prospectus could decline, in which case you may lose all or part of your investment.
Risks related to the offering and owning the notes
Since TOTAL is a holding company and currently conducts its operations through subsidiaries, your right to receive payments on the notes and the
guarantee is subordinated to the other liabilities of TOTAL's subsidiaries.
TOTAL is organized as a holding company, and substantially all of its operations are carried on through subsidiaries. TOTAL's principal source of income is the
dividends and distributions it receives from its subsidiaries. On an unconsolidated basis, TOTAL's obligations consisted of 34,654 million of debt as of June 30,
2013. TOTAL's ability to meet its financial obligations is dependent upon the availability of cash flows from its domestic and foreign subsidiaries and affiliated
companies through dividends, intercompany advances, management fees and other payments. TOTAL's subsidiaries are not guarantors on the notes. Moreover, these
subsidiaries and affiliated companies are not required and may not be able to pay dividends to TOTAL. Claims of the creditors of TOTAL's subsidiaries have priority
as to the assets of such subsidiaries over the claims of creditors of TOTAL. Consequently, holders of Total Capital International's notes that are guaranteed by TOTAL
are in fact structurally subordinated, on TOTAL's insolvency, to the prior claims of the creditors of TOTAL's subsidiaries.
In addition, some of TOTAL's subsidiaries are subject to laws restricting the amount of dividends they may pay. For example, these laws may prohibit dividend
payments when net assets would fall below subscribed share capital, when the subsidiary lacks available profits or when the subsidiary fails to meet certain capital and
reserve requirements. For example, French law prohibits those subsidiaries incorporated in France from paying dividends unless these payments are made out of
distributable profits. These profits consist of accumulated, realized profits, which have not been previously utilized, less accumulated, realized losses, which have not
been previously written off. Other statutory and general law obligations may also affect the ability of directors of TOTAL's subsidiaries to declare dividends and the
ability of our subsidiaries to make payments to us on account of intercompany loans.
Since the notes are unsecured, your right to receive payments may be adversely affected.
The notes will be unsecured. The notes are not subordinated to any of our other debt obligations, and therefore they will rank equally with all our other unsecured
and unsubordinated indebtedness (save for certain mandatory exceptions provided by French law). There is no limitation on TOTAL's or Total Capital International's
ability to issue secured debt. As of June 30, 2013, TOTAL had approximately 523 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).

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At any point in time there may or may not be an active trading market for our notes.
At any point in time there may or may not be an active trading market for our notes. We have not and do not intend to list the notes on any securities exchange or
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.
Transactions on the notes could be subject to the European financial transaction tax, if adopted
On 14 February 2013, the European Commission adopted a proposal for a directive on the financial transaction tax (hereafter "FTT") to be implemented under
the enhanced cooperation procedure by eleven Member States initially (Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovenia, Slovakia and
Spain). Member States may join or leave the group of participating Member States at later stages. The proposal will be negotiated by Member States, and, subject to an
agreement being reached by the participating Member States, a final directive will be enacted. The participating Member States will then implement the directive in
local legislation. The FTT proposal remains subject to negotiation between the participating Member States and is the subject of legal challenge. It may therefore be
altered prior to any implementation, the timing of which remains unclear.
If the proposed directive is adopted and implemented in local legislation, a FTT would be paid, by financial institutions on certain transactions on financial
instruments (including debt instruments such as the debt securities issued pursuant to this prospectus supplement). As a consequence, noteholders may be exposed to
increased transaction costs.
Prospective holders of the notes should consult their own tax advisers in relation to the consequences of the FTT associated with subscribing for,
purchasing, holding and disposing of the notes.

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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 June
30, 2013, prepared on the basis of IFRS.

At June 30, 2013

(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

4,522
4,522

Current financial debt

5,508
5,508

Current portion of financial instruments for interest rate swaps liabilities

6

6

Other current financial instruments -- liabilities

40

40

Financial liabilities directly associated with assets held for sale

808

808

Total current financial debt

10,884
10,884

Non-current financial debt

22,595
24,099

Non-controlling interests

1,701
1,701

Shareholders' equity

Common shares

5,942
5,942

Paid-in surplus and retained earnings

71,785
71,785

Currency translation adjustment

(1,924)
(1,924)
Treasury shares

(3,342)
(3,342)

Total shareholders' equity

72,461
72,461

Total capitalization and non-current indebtedness

96,757
98,261

(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 August 5,
2013 European Central Bank reference exchange rate of 1=$1.33 for a total amount of 1,504.
As of June 30, 2013, TOTAL had an authorized share capital of 3,439,434,429 ordinary shares with a par value of 2.50 per share, and an issued share capital of
2,376,735,991 ordinary shares (including 108,390,659 treasury shares from shareholders' equity).
As of June 30, 2013, approximately 523 million of TOTAL's non-current financial debt was secured and approximately 22,072 million was unsecured, and all
of TOTAL's current financial debt of 5,508 million was unsecured. As of June 30, 2013, TOTAL had no outstanding guarantees from third parties relating to its
consolidated indebtedness. For more information about TOTAL's commitments and contingencies, see Note 23 of the Notes to TOTAL's audited consolidated financial
statements in its Annual Report on Form 20-F for the year ended December 31, 2012, filed with the SEC on March 28, 2013. Since June 30, 2013, Total Capital
International has issued $300 million of non-current financial debt or approximately 227 million using the August 2, 2013 European Central Bank Reference Rate of
1=$1.32 and Total Capital Canada Ltd., an affiliate of TOTAL, has issued non-current financial debt of 750 million. On August 5, 2013, Total Capital, an affiliate of
TOTAL, commenced an offering of US$1 billion principal amount (or approximately 752 million using the August 5, 2013 European Central Bank reference exchange
rate of 1=$1.33) 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 August 12, 2013.
On April 25, 2013, the Board approved a first quarterly interim dividend of 0.59 per share, representing approximately 1.4 billion, to be paid on September
27, 2013.
On July 25, 2013, the Board approved a second quarterly interim dividend of 0.59 per share, representing approximately 1.4 billion, to be paid on December
19, 2013.
Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent liabilities of TOTAL since June
30, 2013.

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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 Five-Year Floating Rate Notes

· Issuer: Total Capital International.

· Guarantor: TOTAL S.A.

· Title: Floating Rate Guaranteed Notes due August 10, 2018.

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

· Public Offering Price: 100.000%.

· Issuance date: August 12, 2013.

· Maturity date: The Five-Year Floating Rate Notes will mature on August 10, 2018.

· 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
August 8, 2013, plus a margin of 0.57%. 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 0.57%. 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

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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 "LIBOR01" is the display designated as the Reuters screen "LIBOR01", or such other page as may
replace the Reuters screen "LIBOR01" on that service or such other service or services as may be denominated by the British Bankers' Association for

the purpose of displaying London interbank offered rates for U.S. dollar deposits. All calculations made by the calculation agent for the purposes of
calculating the interest rate on the Five-Year Floating Rate Notes shall be conclusive and binding on the holders of Five-Year Floating Rate Notes, the
Issuer, the Guarantor and the trustee, absent manifest error.

· Day count: For each interest period, interest will be calculated on the basis of the actual number of days elapsed and a 360-day year.

· Business day convention: With respect to each of the Five-Year Floating Rate Notes, if any interest reset date or interest payment date (other than the
maturity date) would otherwise be a day that is not a floating rate business day, the relevant date will be postponed to the next day that is a floating rate
business day, provided, however, that if that date would fall in the next succeeding calendar month, such date will be the immediately preceding floating

rate business day. If any such interest payment date (other than the maturity date) is postponed or brought forward as described above, the interest amount
will be adjusted accordingly. If the maturity date falls on a day that is not a floating rate business day, payment of principal and interest on the Five-Year
Floating Rate Notes will be made on the next day that is a floating rate business day, and no interest will accrue for the period from and after the maturity
date. A "floating rate business day" for these purposes is any day that is a New York business day and a London business day.

· Date interest starts accruing: August 12, 2013.

· New York business day: 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.

· London business day: any weekday on which banking or trust institutions in London are not authorized generally or obligated by law, regulation or

executive order to close.

· Interest payment dates: Each February 10, May 10, August 10 and November 10, subject to adjustment in accordance with the business day convention

specified above.

· First interest payment date: November 10, 2013.

· Interest reset date: The interest reset date for each interest period other than the first interest period will be the first day of such interest period, subject to

adjustment in accordance with the business day convention specified above.

· Interest period: The period beginning on, and including, an interest payment date and ending on, but not including, the following interest payment date;

provided that the first interest period will begin on August 12, 2013, and will end on, but not include, the first interest payment date.

· Interest determination date: The interest determination date relating to a particular interest reset date will be the second London business day preceding

such interest reset date.

· Calculation agent: The Bank of New York Mellon.

· Regular record dates for interest: Each January 27, April 27, July 27 and October 27.

· Net proceeds: The net proceeds will be $499,350,000 (before expenses).

· CUSIP / ISIN: 89153VAH2 / US89153VAH94.

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