Filed pursuant to Rule 433
Registration No. 333-224307 and 333-224307-01
February 11, 2019

Final Term Sheet


(A wholly-owned subsidiary of TOTAL S.A.)

$1,250,000,000 3.455% Guaranteed Notes Due 2029,

Guaranteed on an unsecured, unsubordinated basis by



Issuer    Total Capital International
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    $1,250,000,000 3.455% Guaranteed Notes Due 2029
Total Initial Principal Amount Being Issued    $1,250,000,000
Issue Price    100.000%
Pricing Date    February 11, 2019
Expected Settlement Date    February 19, 2019 (T+5)
Maturity Date    February 19, 2029, unless earlier redeemed
Day Count    30/360
Day Count Convention    Following, unadjusted
Optional Redemption Terms   

Prior to November 19, 2028 (the date that is three months prior to the stated maturity of the notes), make-whole call at Treasury Rate plus 15 basis points


On or after November 19, 2028 (the date that is three months prior to the states maturity of the notes), call at par

   Tax call at par
Interest Rate    3.455% per annum
Benchmark Treasury    2.625% due February 15, 2029
Benchmark Treasury Price    99-23+
Benchmark Treasury Yield    2.655%
Spread to Benchmark Treasury    Plus 80 bps
Yield to Maturity    3.455%
Date Interest Starts Accruing    February 19, 2019

Interest Payment Dates    Each February 19 and August 19
First Interest Payment Date    August 19, 2019
Regular Record Dates for Interest    Each February 4 and August 4
Trustee    The Bank of New York Mellon
Listing    None
Denominations    $2,000 and increments of $1,000
Expected Ratings of the Notes    Moody’s: Aa3 Pos
   Standard & Poor’s: A+ 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 International 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 The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the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    89153VAQ2 / US89153VAQ23
Selling Restrictions    Prohibition of Sales to EEA Retail Investors, France, UK, Canada, Hong Kong, Japan, Singapore, Switzerland
Joint Book-Running Managers   

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

MUFG Securities Americas Inc.

SG Americas Securities, LLC

BBVA Securities Inc.

Credit Suisse Securities (USA) LLC

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 Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, MUFG Securities Americas Inc. toll-free at 1-877-649-6848, SG Americas Securities, LLC toll-free at 1-855-881-2108, BBVA Securities Inc. at 1-212-728-1500 or Credit Suisse Securities (USA) LLC at 1-800-221-1037.