Obligation Totale 2.1% ( US89153VAM19 ) en USD

Totale

100 % ▼

France

US89153VAM19 ( en USD )

2.1% par an ( paiement semestriel )

18/06/2019 - Obligation échue

Prospectus brochure de l'obligation Total US89153VAM19 en USD 2.1%, échue

2 000 USD

1 000 000 000 USD

89153VAM1

N/A

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'Obligation émise par Totale ( France ) , en USD, avec le code ISIN US89153VAM19, paye un coupon de 2.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/06/2019

Form 424b5
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424B5 1 d741338d424b5.htm FORM 424B5
Table of Contents

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

Offering Price

Registration Fee
2.100% Guaranteed Notes Due 2019
$1,000,000,000
$128,800
Guarantee of 2.100% Guaranteed Notes Due 2019

--

(1)
Floating Rate Guaranteed Notes Due 2019

$250,000,000
$32,200
Guarantee of Floating Rate Guaranteed Notes Due 2019

--

(1)
2.750% Guaranteed Notes Due 2021
$1,000,000,000
$128,800
Guarantee of 2.750% Guaranteed Notes Due 2021

--

(1)

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

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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-180967 and
333-180967-01

PROSPECTUS SUPPLEMENT
(To prospectus dated April 26, 2012)
$2,250,000,000
(A wholly-owned subsidiary of TOTAL S.A.)
consisting of
$1,000,000,000 2.100% Guaranteed Notes Due 2019
$250,000,000 Floating Rate Guaranteed Notes Due 2019
$1,000,000,000 2.750% Guaranteed Notes Due 2021
Guaranteed on an unsecured, unsubordinated basis by

Pursuant to this prospectus supplement, Total Capital International is offering 2.100% notes due June 19, 2019 (the "Five-Year
Fixed Rate Notes"), Floating Rate notes due June 19, 2019 (the "Five-Year Floating Rate Notes") and 2.750% notes due June 19,
2021 (the "Seven-Year Notes" and, together with the Five-Year Fixed Rate Notes and the Five-Year Floating Rate Notes, the
"notes"). The Five-Year Fixed Rate Notes will bear interest at the rate of 2.100% per year and the Seven-Year Notes will bear
interest at the rate of 2.750% per year. 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 35 basis points, as described in this prospectus supplement. Total Capital
International will pay interest on the Five-Year Fixed Rate Notes on June 19 and December 19 of each year, beginning on December
19, 2014. Total Capital International will pay interest on the Five-Year Floating Rate Notes on March 19, June 19, September 19 and
December 19 of each year, beginning on September 19, 2014. Total Capital International will pay interest on the Seven-Year Notes on
June 19 and December 19 of each year, beginning on December 19, 2014. Interest on the notes will accrue from June 23, 2014. The
Five-Year Fixed Rate Notes will mature on June 19, 2019, the Five-Year Floating Rate Notes will mature on June 19, 2019 and the
Seven-Year Notes will mature on June 19, 2021. The notes of each series will be issued only in denominations of $2,000 and integral
multiples of $1,000 above that amount.
Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL S.A.
We may redeem the Five-Year Fixed Rate Notes and the Seven-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
2 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2013, 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 Notes

Five-Year Fixed Rate Notes

Seven-Year Notes

Per Note

Total Per Note

Total Per Note

Total

Public Offering Price(1)
100.000%
$250,000,000 99.868%
$998,680,000 99.811%
$998,110,000
Underwriting Discount
0.130%
$
325,000 0.130%
$
1,300,000 0.170%
$
1,700,000
Proceeds, before expenses, to
TOTAL(1)
99.870%
$249,675,000 99.738%
$997,380,000 99.641%
$996,410,000
(1) Plus accrued interest from June 23, 2014, 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
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("Clearstream"), against payment in New York, New York on or about June 23, 2014.

Joint Book-Running Managers

Citigroup

Goldman, Sachs & Co.

Morgan Stanley
Credit Agricole CIB

RBC Capital Markets

Prospectus Supplement dated June 16, 2014.
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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-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 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, 2013, filed with the SEC on March 27, 2014; and

· TOTAL's Reports on Form 6-K, furnished to the SEC on May 2, 2014 and June 16, 2014.
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 $37,112 million of debt as of March 31, 2014. 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 March 31, 2014, TOTAL
had approximately $704 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 February 14, 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.
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. However, following a meeting of the
European finance ministers, the ministers of the Participating Member States published a joint statement stating that the FTT should be
implemented progressively, and should initially only apply to transactions involving shares and certain derivative instruments. The
first steps would be implemented at the latest on January 1, 2016. The FTT proposal remains subject to negotiation between the
Participating Member States, and its scope may still be altered prior to its adoption, or its implementation.
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 March 31, 2014, prepared on the basis of IFRS.

At March 31, 2014

(In millions of dollars)

Actual
As adjusted(1)
Current financial debt, including current portion of non-current financial debt

Current portion of non-current financial debt

3,772

3,772

Current financial debt

7,904

7,904

Current portion of financial instruments for interest rate swaps liabilities

274

274

Other current financial instruments -- liabilities

76

76

Financial liabilities directly associated with assets held for sale

0

0

Total current financial debt

12,026
12,026

Non-current financial debt

37,506
39,756

Non-controlling interests

3,248

3,248

Shareholders' equity

Common shares

7,496

7,496

Paid-in surplus and retained earnings

101,568
101,568

Currency translation adjustment

(1,625)

(1,625)
Treasury shares

(4,303)

(4,303)

Total shareholders' equity

103,136
103,136

Total capitalization and non-current indebtedness

143,890
146,140

(1) As adjusted to reflect the issuance of notes offered pursuant to this prospectus supplement.
As of March 31, 2014, TOTAL had an authorized share capital of 3,417,344,607 ordinary shares with a par value of 2.50 per
share, and an issued share capital of 2,378,259,685 ordinary shares (including 109,207,673 treasury shares from shareholders'
equity).
As of March 31, 2014, approximately $704 million of TOTAL's non-current financial debt was secured and approximately
$36,802 million was unsecured, and all of TOTAL's current financial debt of $7,904 million was unsecured. As of March 31, 2014,
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, 2013, filed with the SEC on March 27, 2014.
Since March 31, 2014, Total Capital International has issued 250 million (or approximately $338 million using the June 13,
2014 European Central Bank Reference Rate of 1 = $1.35) of non-current financial debt. On June 5, 2014, SunPower Corporation, a
fully consolidated affiliate in which TOTAL holds a majority interest, issued $400 million of convertible debt. Neither the issuances
by Total Capital International since March 31, 2014 nor the issuance by SunPower Corporation on June 5, 2014 are reflected in the
"As Adjusted" column in the table set forth above.
On April 29, 2014, the Board approved a first quarter 2014 interim dividend of 0.61 per share, representing approximately
1.5 billion, to be paid on September 26, 2014.
The annual shareholders' meeting of TOTAL held on May 16, 2014 approved the distribution of a cash dividend for 2013 of
2.38 per share. Taking into account the quarterly interim dividend payments for 2013, which totaled 1.77 per share as of March 24,
2014, the remaining balance of 0.61 per share, representing approximately 2.1 billion, was paid on June 5, 2014.
Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent
liabilities of TOTAL since March 31, 2014.

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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 June 19, 2019.

· Total initial principal amount being issued: $250,000,000.

· Public Offering Price: 100.000%.

· Issuance date: June 23, 2014.

· Maturity date: The Five-Year Floating Rate Notes will mature on June 19, 2019.

· 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 June 19, 2014, plus a margin of 0.35%. 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 0.35%. 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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