Filed pursuant to Rule 433
Registration Statements Nos. 333-180967
and 333-180967-03
August 5, 2013
Final Term Sheet
TOTAL CAPITAL
(A wholly-owned subsidiary of TOTAL S.A.)
$1,000,000,000 2.125% Guaranteed Notes Due 2018
Guaranteed on an unsecured, unsubordinated basis by
TOTAL S.A.
| Issuer | Total Capital | |
| Guarantee | Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL S.A. | |
| Format | SEC-registered global notes | |
| Title | $1,000,000,000 2.125% Guaranteed Notes Due 2018 | |
| Total initial principal amount being issued |
$1,000,000,000 | |
| Issue price | 99.972% | |
| Pricing date | August 5, 2013 | |
| Expected settlement date | August 12, 2013 (T+5) | |
| Maturity date | August 10, 2018, unless earlier redeemed | |
| Day count | 30/360 | |
| Business day convention | Following, unadjusted | |
| Optional redemption terms | Make-whole call at Treasury Rate plus 12.5 basis points | |
| Tax call at par | ||
| Interest rate | 2.125% per annum | |
| Benchmark Treasury | 1.375% due July, 2018 | |
| Benchmark Treasury price | 99-31 | |
| Benchmark Treasury yield | 1.381% | |
| Spread to benchmark Treasury | Plus 75 bps | |
| Yield to maturity | 2.131% | |
| Date interest starts accruing | August 12, 2013 | |
| Interest payment dates | Each February 10 and August 10 | |
| First interest payment date (short first coupon) |
February 10, 2014 | |
| Regular record dates for interest | Each January 27 and July 27 | |
| Trustee | The Bank of New York Mellon | |
| Listing | None | |
| Denominations | $2,000 and increments of $1,000 | |
| Expected ratings of the notes | Moody’s: Aa1/Negative | |
| Standard & Poor’s: AA-/Stable | ||
| Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by Total Capital and TOTAL S.A. and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating. | ||
| CUSIP / ISIN | 89152UAG7 / US89152UAG76 | |
| Selling restrictions | European Economic Area, France, UK | |
| Managers | Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC BNP Paribas Securities Corp. Mitsubishi UFJ Securities (USA), Inc. | |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, BNP Paribas Securities Corp. toll-free at 1-800-854-5674 or Mitsubishi UFJ Securities (USA), Inc. toll-free at 1-877-649-6848.
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