TOTAL S.A., TOTAL CAPITAL, TOTAL CAPITAL CANADA LTD - Total.com
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FIFTH SUPPLEMENT DATED 26 MARCH 2020 TO THE DEBT ISSUANCE PROGRAMME PROSPECTUS
DATED 20 MAY 2019
TOTAL S.A.,
TOTAL CAPITAL,
TOTAL CAPITAL CANADA LTD.
and
TOTAL CAPITAL INTERNATIONAL
€40,000,000,000
Euro Medium Term Note Programme
Due from seven days from the date of original issue
This supplement (the “Fifth Supplement”) is supplemental to, and should be read in conjunction with, the Debt Issuance
Programme Prospectus dated 20 May 2019 (the “Prospectus”), the first supplement thereto dated 13 August 2019 (the
“First Supplement”), the second supplement thereto dated 1 October 2019 (the “Second Supplement”), the third
supplement thereto dated 26 November 2019 (the “Third Supplement”) and the fourth supplement thereto dated 24
February 2020 (the “Fourth Supplement”) (together, the “Debt Issuance Programme Prospectus”), which has been
prepared by Total S.A., Total Capital, Total Capital International and Total Capital Canada Ltd. (the “Issuer” or “Issuers”,
as the case may be) in relation to the €40,000,000,000 Euro Medium Term Note Programme (the “Programme”). The
Debt Issuance Programme Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC,
as amended or superseded (the “Prospectus Directive”). The Autorité des marchés financiers (the “AMF”) granted the
Debt Issuance Programme Prospectus visa no. 19-215 on 20 May 2019, the First Supplement visa no. 19-404 on 13 August
2019, the Second Supplement visa no. 19-467 on 1 October 2019, the Third Supplement visa no. 19-544 on 26 November
2019 and the Fourth Supplement visa no. 20-054 on 24 February 2020.
Application has been made for approval of this Fifth Supplement to the AMF in its capacity as competent authority in
France pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive in France. Unless
the context otherwise requires, terms defined in the Debt Issuance Programme Prospectus shall have the same meaning
when used in this Fifth Supplement.
To the extent that there is any inconsistency between (a) any statement in this Fifth Supplement or any statement
incorporated by reference into this Fifth Supplement and (b) any statement in, or incorporated by reference in, the Debt
Issuance Programme Prospectus, the statements referred to in (a) above will prevail.
This Fifth Supplement constitutes a supplement to the Debt Issuance Programme Prospectus for the purposes of Article 16
of the Prospectus Directive and has been prepared in accordance with Article 16(1) of the Prospectus Directive and Article
212-25 of the AMF’s Règlement Général for the purpose of, inter alia:
(a) incorporating by reference the English language translation of the 2019 universal registration document for
Total - filed in its original French language version under reference D.20-0148 on 20 March 2020 which
includes the audited consolidated annual financial statements and audit report for the financial year ended 31
December 2019 of Total;
(b) updating the “Summary” section in English, the “Résumé en français” section in French and the section
entitled “Description of Total” of the Debt Issuance Programme Prospectus to reflect such updated financial
information;
(c) updating the section entitled Risk Factors of the Debt Issuance Programme Prospectus;
(d) updating the section entitled Recent Development of the Debt Issuance Programme Prospectus; and
(e) updating the section entitled General Information of the Debt Issuance Programme Prospectus.
Copies of this Fifth Supplement (a) may be obtained, free of charge, at the registered office of Total during normal business
hours, (b) will be available on the website of Total (www.total.com), (c) will be available on the website of the AMF
(www.amf-france.org) and (d) will be available for collection free of charge on any weekday (Saturdays, Sundays and
public holidays excepted) at the specified offices of the Fiscal Agent and each Paying Agent during normal business hours
so long as any of the Notes are outstanding.
In relation to any offer of Notes to the public, and provided that the conditions of Article 16(2) of the Prospectus Directive
are fulfilled, investors who have already agreed to purchase or subscribe for Notes to be issued under the Programme before
this Fifth Supplement is published have the right, according to Article 16(2) of the Prospectus Directive, to withdraw their
acceptances within a time limit of two (2) working days after the publication of this Fifth Supplement, i.e. until 30 March
2020.
EU-DOCS\27897016.7TABLE OF CONTENTS
Page
SUMMARY ............................................................................................................................................... 3
RÉSUMÉ EN FRANÇAIS ........................................................................................................................ 7
RISK FACTORS..................................................................................................................................... 11
DOCUMENTS INCORPORATED BY REFERENCE....................................................................... 14
DESCRIPTION OF TOTAL ................................................................................................................. 21
RECENT DEVELOPMENTS ............................................................................................................... 22
GENERAL INFORMATION ................................................................................................................ 23
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE FIFTH
SUPPLEMENT .......................................................................................................................... 24
2
EU-DOCS\27897016.7SUMMARY
The first paragraph of the section entitled “A description of any known trends affecting the Issuer and the industries
in which it operates” in part B.4b of the Summary on page 9 of the Debt Issuance Programme Prospectus is hereby
deleted and replaced in its entirety with the following:
B.4b A description of
The financial performance of Total is sensitive to a number of factors, the most
any known
significant being crude oil and natural gas prices, refining margins and exchange
trends
rates, in particular that of the U.S. dollar versus the euro.
affecting the
Issuer and the The environment remains volatile, given the uncertainty about hydrocarbon demand
industries in related to the outlook for global economic growth and a context of geopolitical
which it instability.
operates
The COVID-19 epidemic that began in December 2019, in China, has been
impacting demand since the beginning of the first quarter 2020 and has caused oil
prices to fall significantly.
In this context of oversupply, the decision on March 6, 2020 by OPEC and Russia to
cease their cooperation on the markets caused crude oil prices to fall sharply, by
around 30%.
A decrease in the average sales price of liquids of $10 per barrel results over a quarter
in a decrease of the Group’s adjusted net operating income of approximately $725
million and a decrease of the Group’s cash flow from operating activities of
approximately $825 million.
Due to the nature of its business, the Group’s activities remain subject to the usual
market trends and risk (sensitivity to the environmental parameters of the oil and
financial markets), industrial and environmental risks related to its operations, and to
political or geopolitical risks stemming from the global presence of most of its
activities.
The first paragraph of the section entitled “Description of the Issuer’s Group and the Issuer’s position within the
Group” in part B.5 of the Summary on page 9 of the Debt Issuance Programme Prospectus is hereby deleted and
replaced in its entirety with the following:
B.5 Description of
Total
the Issuer’s
Group and the Total is the fourth largest publicly-traded integrated international oil and gas
Issuer’s position company in the world1 and has a number of international subsidiaries, which together
within the form the Total group (the “Total Group” or the “Group”).
Group
The first paragraph of the section entitled “Qualifications in the auditors’ report” in part B.10 of the Summary on
page 10 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following:
B.10 Qualifications There were no qualifications in the audit reports on the consolidated financial
in the auditors' statements for Total for the financial years ended 31 December 2018 and 31
report December 2019.
1
Based on market capitalization (in U.S. dollars) as of 31 December 2019.
3
EU-DOCS\27897016.7The information regarding Total in the section entitled “Selected financial information/no material adverse change
and no significant change statements” in part B.12 of the Summary on pages 10 to 12 of the Debt Issuance Programme
Prospectus is hereby deleted and replaced in its entirety with the following:
B.12 Selected Total
financial
information/no The following table shows Total’s key figures relating to the income statement and
material balance sheet (consolidated figures) as at, and for the years ended, 31 December 2019
adverse change and 31 December 2018.
and no
significant As at/for As at/for
change the year ended the year ended
statements 31 December 2019 31 December 2018
(audited) (audited)
In millions of U.S. dollars In millions of U.S. dollars
Total Assets ....................................... 273,294 256,762
Net Income for the period.................. 11,438 11,550
Share Capital ..................................... 8,123 8,227
There has been no significant change in the financial or trading position of Total
since 31 December 2019 and no material adverse change in the prospects of Total
since 31 December 2019.
The section entitled “Recent material events particular to the Issuer’s solvency” in part B.13 of the Summary on page
12 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following:
B.13 Recent material There have been no recent events that are materially relevant to the evaluation of the
events solvency of Total since 31 December 2019.
particular to the
Issuer’s solvency There have been no recent events that are materially relevant to the evaluation of the
solvency of Total Capital since 31 December 2019.
There have been no recent events that are materially relevant to the evaluation of the
solvency of Total Capital Canada since 31 December 2019.
There have been no recent events that are materially relevant to the evaluation of the
solvency of Total Capital International since 31 December 2019.
The first paragraph in the section entitled “Principal activities of the Issuer” in part B.15 of the Summary on page 12
and 13 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following:
4
EU-DOCS\27897016.7B.15 Principal Total
activities of the
Issuer Together with its subsidiaries and affiliates, Total is the fourth largest publicly-
traded integrated international oil and gas company in the world2.
The section entitled “Key information on the key risks that are specific to the Issuer or its industry” in part D.2 of
the Summary on pages 21 to 23 of the Debt Issuance Programme Prospectus is hereby supplemented with the
following:
D.2 Key information There are certain factors that may affect the Issuers’ ability to fulfil their obligations
on the key risks under Notes issued under the Programme. These risk factors are related to the
that are specific operations, industry and the structure of the Total Group in general and accordingly
to the Issuer or by definition apply to all the Issuers and, where applicable, to the Guarantor.
its industry
The Total Group conducts its activities in an ever-changing environment. It is
exposed to risks that, if they were to occur, could have a material adverse effect on
its business, financial condition, reputation, outlook, the Total share price or the
Issuers’ ability to fulfil their obligations under Notes issued under the Programme.
These risk factors include, without limitation:
Market environment parameters:
• Sensitivity of results to oil and gas prices, refining margins, exchange rates
and interest rates;
Climate challenges:
• Deployment of the energy transition;
• Development of oil and gas reserves;
• Operating and financial risks relating to the effects of climate change;
• Reputational risk and management of talent;
Risk relating to external threats:
• Cybersecurity risks;
• Security risks;
Geopolitics and developments in the world:
• Protectionist measures affecting free trade;
• Deterioration of operating conditions;
• Developments in regulation;
Risks relating to operations:
2
Based on market capitalization (in U.S. dollars) as of 31 December 2019.
5
EU-DOCS\27897016.7• HSE (Health, safety and environment): risk of major accident or damage to
third parties and the environment;
• Development of major projects;
• Business ethics;
• Integration of strategic acquisitions;
• Partnership management;
Innovation:
• Digital transformation; and
• Technological or market developments.
6
EU-DOCS\27897016.7RÉSUMÉ EN FRANÇAIS
The first paragraph of the section entitled “Description de toutes les tendances connues touchant l’Emetteur ainsi
que les industries de son secteur” in part B.4b of the Résumé en français on page 32 of the Debt Issuance Programme
Prospectus is deleted and replaced in its entirety with the following:
B.4b Description de
La performance financière de Total est sensible à un certain nombre de facteurs, le
toutes
plus significatif étant le prix du pétrole brut et du gaz naturel, les marges de raffinage
les tendances
et les taux de change, en particulier celui du U.S. dollar contre l’euro.
connues
touchant L’environnement pétrolier reste volatil compte tenu d’une incertitude sur la demande
l’Emetteur ainsi d’hydrocarbures liée aux perspectives sur la croissance économique mondiale et d’un
que les contexte géopolitique instable.
industries de
L’épidémie du COVID-19 qui a démarré en décembre 2019 en Chine, impacte la
son secteur
demande depuis le début du 1er trimestre 2020 et a eu pour effet de faire chuter
significativement les cours du pétrole.
Dans ce contexte d’offre excédentaire, la décision de 6 mars 2020, de l’OPEP et de
la Russie de cesser leur coopération sur les marchés a fait chuter brutalement les
cours du pétrole brut, de l’ordre de 30%.
Une baisse du prix moyen de ventes de liquides de 10 dollars par baril entraîne sur
un trimestre une baisse du résultat opérationnel net ajusté du Groupe d’environ 725
millions de dollars et une baisse du flux de trésorerie d’exploitation d’environ 825
millions de dollars.
Les activités du Groupe demeurent soumises aux risques et tendances habituels des
marchés (sensibilité aux paramètres d’environnement des marches des hydrocarbures
et des marches financiers), aux risques industriels, environnementaux en lien avec la
nature même de ses activités, ainsi que notamment aux risques de nature politique ou
géopolitique liés à sa présence mondiale dans la plupart de ses activités.
The first paragraph of the section entitled “Description du Groupe de l’Emetteur et de la position de l’Emetteur au
sein du Groupe” in part B.5 of the Résumé en français on page 32 of the Debt Issuance Programme Prospectus is
deleted and replaced in its entirety with the following:
B.5 Description du
Total
Groupe de
l’Emetteur et de Total forme, avec l’ensemble des filiales internationales du groupe, le quatrième
la position de groupe intégré pétrolier et gazier coté dans le monde (le « Groupe Total »).3
l’Emetteur au
sein du Groupe
The first paragraph of the section entitled “Réserves contenues dans le rapport des Commissaires aux comptes” in
part B.10 of the Résumé en français on pages 32 to 33 of the Debt Issuance Programme Prospectus is hereby deleted
and replaced in its entirety with the following:
B.10 Réserves Les rapports des commissaires aux comptes sur les comptes consolidés de Total pour
contenues dans les exercices clos le 31 décembre 2018 et le 31 décembre 2019 ne contiennent aucune
le rapport des réserve.
Commissaires
aux comptes
3
Selon le critère de la capitalisation boursière (en dollars U.S.) au 31 décembre 2019.
7
EU-DOCS\27897016.7The information regarding Total in the section entitled “Informations financières sélectionnées/absence de
détérioration significative et de changement significatif des états financiers” in part B.12 of the Résumé en français
on pages 33 to 35 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the
following:
B.12 Informations
Total
financières
sélectionnées/ab Le tableau suivant présente les informations financières sélectionnées relatives au
sence de compte de résultat et au bilan (chiffres consolidés) de Total aux, et pour les exercices
détérioration clos les 31 décembre 2019 et 2018.
significative et
de changement
significatif des
états financiers Au/pour l’année Au/pour l’année
finissant le 31 finissant le 31
décembre 2019 décembre 2018
(audité) (audité)
en millions de en millions de
dollars U.S. dollars U.S.
Total du Bilan ................................................ 273 294 256 762
Résultat Net pour la période .......................... 11 438 11 550
Capital Social ................................................ 8 123 8 227
Aucun changement significatif de la situation financière ou commerciale de Total
n’est survenu depuis le 31 décembre 2019, ni aucune détérioration significative n’a
affecté les perspectives de Total depuis le 31 décembre 2019.
The section entitled “Evénements récents propres à l’Emetteur présentant un intérêt significatif pour l’évaluation de
sa solvabilité” in part B.13 of the Résumé en français on page 35 of the Debt Issuance Programme Prospectus is
deleted and replaced in its entirety with the following:
B.13 Evénements Aucun fait marquant récent ayant une incidence sur l’évaluation de la solvabilité de
récents propres Total n’est intervenu depuis le 31 décembre 2019.
à l’Emetteur
présentant un Aucun fait marquant récent ayant une incidence sur l’évaluation de la solvabilité de
intérêt Total Capital n’est intervenu depuis le 31 décembre 2019.
significatif pour
l’évaluation de Aucun fait marquant récent ayant une incidence sur l’évaluation de la solvabilité de
sa solvabilité Total Capital Canada n’est intervenu depuis le 31 décembre 2019.
Aucun fait marquant récent ayant une incidence sur l’évaluation de la solvabilité de
Total Capital International n’est intervenu depuis le 31 décembre 2019.
The first paragraph in the section entitled “Principales activités de l’Emetteur” in part B.15 of the Résumé en français
on pages 35 and 36 of the Debt Issuance Programme Prospectus is deleted and replaced in its entirety with the
following:
B.15 Principales Total
activités de
Total forme, avec l’ensemble de ses filiales et affiliés, le quatrième groupe pétrolier
l’Emetteur
intégré international coté dans le monde4.
4
Selon le critère de la capitalisation boursière (en dollars U.S.) au 31 décembre 2019.
8
EU-DOCS\27897016.7The section “Informations clés sur les principaux risques propres à l’Emetteur ou à son exploitation et son activité”
in part D.2 of the Résumé on pages 45 to 47 of the Debt Issuance Programme Prospectus is hereby supplemented
with the following:
D.2 Informations Certains facteurs peuvent affecter la capacité des Emetteurs à remplir les obligations
clés sur les que leur imposent les Titres émis dans le cadre du Programme. Ces facteurs de risque
principaux sont inhérents au Groupe, son activité, le marché dans lequel il opère et sa structure
risques propres de manière générale et s’appliquent à chacun des Emetteurs et, le cas échéant, au
à l’Emetteur ou Garant.
à son
exploitation et Le Groupe conduit ses activités dans un environnement en constante évolution. Il est
son activité exposé à des risques qui, s’ils se matérialisaient, pourraient avoir un effet défavorable
significatif sur ses activités, sa situation financière, sa réputation, ses perspectives, la
valeur de l’action Total ou la capacité des Emetteurs à remplir les obligations que
leur imposent les Titres émis dans le cadre du Programme. Ces facteurs de risque
comprennent notamment :
Paramètres d’environnement :
• Sensibilité des résultats aux prix du pétrole et du gaz, marges de raffinage,
taux de change et taux d’intérêt ;
Enjeux climatiques :
• Déploiement de la transition énergétique ;
• Développement des réserves de pétrole et de gaz ;
• Risques opérationnels et financiers liés aux effets du changement
climatique ;
• Risque de réputation et gestion des talents ;
Risques liés aux menaces externes :
• Risques cybersécurité ;
• Risques sûreté ;
Géopolitique et évolution du monde :
• Mesures protectionnistes affectant le libre-échange ;
• Dégradation des conditions d’opération ;
• Évolution de la réglementation ;
Risques liés aux opérations :
• HSE (Hygiène, Sécurité et Environnement) : risque d’accident majeur ou
d’atteinte aux tiers et à l’environnement ;
• Développement des projets majeurs ;
• Éthique des affaires ;
9
EU-DOCS\27897016.7• Intégration des acquisitions stratégiques ;
• Gestion des partenariats ;
Innovation :
• Transformation digitale ; et
• Évolution technologique ou de marché.
10
EU-DOCS\27897016.7RISK FACTORS
The paragraph entitled “Risk Factors relating to Total” in the Risk Factors section of the Debt Issuance Programme
Prospectus on page 53” is hereby supplemented with the following:
Risk Factors relating to Total
Please refer to pages 81 - 101 of the Total 2019 URD which is incorporated by reference in this Debt Issuance
Programme Prospectus.
There are certain factors that may affect the Issuers’ ability to fulfil their obligations under Notes issued under the
Programme. These risk factors are related to the operations, industry and the structure of the Group in general and
accordingly by definition apply to all the Issuers and, where applicable, to the Guarantor.
The Group conducts its activities in an ever-changing environment. It is exposed to risks that, if they were to occur,
could have a material adverse effect on its business, financial condition, reputation, outlook, the Total share price or
the Issuers’ ability to fulfil their obligations under Notes issued under the Programme. 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 parameters:
o Sensitivity of results to oil and gas prices, refining margins, exchange rates and interest rates – the
results of the Group are sensitive to various market environment parameters, the most significant
being oil and gas prices, refining margins, exchange rates and interest rates;
• Climate challenges:
o Deployment of the energy transition:
– The Group is exposed to the implementation of the energy transition, particularly by
national governments;
o Development of oil and gas reserves:
– The Group’s profitability depends on the discovery, acquisition and development of new
reserves profitably and in sufficient quantity;
– The Group is exposed to a risk of more difficult access to the financial resources it needs,
in particular to develop its Oil & Gas activities;
o Operating and financial risks relating to the effects of climate change:
– The effects of climate change may leave the Group exposed to an increase in associated
operating and financial costs;
o Reputational risk and management of talent:
– The Group is exposed to reputational risk and may face difficulties to recruit and retain
the key talent and skills required for its development;
• Risks relating to external threats:
o Cybersecurity risks:
– The Group is exposed to malicious acts that may permanently paralyze its information
systems or cause losses of sensitive data;
11
EU-DOCS\27897016.7o Security risks:
– The Group is exposed to risks that may jeopardize the security of its personnel, operations
and facilities, which may specifically arise in the form of acts of terrorism or malicious
acts;
• Geopolitics and developments in the world:
o Protectionist measures affecting free trade:
– The development of protectionist measures affecting free trade between nations may have
an impact on the Group’s business, its strategy or its financial condition;
o Deterioration of operating conditions:
– The Group is exposed to risks related to adverse changes in operating conditions in some
geographic areas or strategic countries;
– The Group also faces an increased risk of the imposition of sanctions that are increasingly
frequent and less and less coordinated at international level, as well as a tightening of
regulations relating to export controls;
o Developments in regulation:
– The increasing number of regulations, and the constant developments, whether anticipated
or not, in the legal and tax frameworks in countries where the Group operates, may have
significant operational and financial effects, jeopardize the Group’s business model and
affect the conduct of its business and its financial conditions, especially given the size of
the Group and its international dimension;
• Risks relating to operations:
o Health, safety and environment: risk of major accident or damage to third parties and the
environment:
– The Group’s activities entail several operating risks such as the risk of a major industrial
accident, or damage to third parties or to the environment;
o Development of major projects:
– The Group’s production growth and profitability depend on the delivery of its major
development projects;
o Business ethics:
– Ethical misconduct or non-compliance of the Group, its employees or third parties acting
on its behalf with applicable laws and regulations in particular concerning corruption or
fraud may well expose the Group to criminal and civil proceedings and be damaging to its
reputation and shareholder value;
o Integration of strategic acquisitions:
– The addition of an asset or company that presents a strategic interest for the Group may
not produce the effects initially expected;
o Partnership management:
– The Group faces risks related to partnership management;
12
EU-DOCS\27897016.7• Innovation:
o Digital transformation:
– The Group may be unable to manage its digital transformation at a suitable pace, or on the
right scale, which may have an impact on its business model, its organization or its
competitiveness;
o Technological or market developments:
– The Group may fail to anticipate appropriately the technological changes related to its
main markets, the expectations of its customers and changes in its competitive
environment or certain business models, or may not respond to them in an appropriate
way and at an appropriate pace.
13
EU-DOCS\27897016.7DOCUMENTS INCORPORATED BY REFERENCE
Paragraph (a) of the section entitled “Documents Incorporated By Reference” on page 68 of the Debt Issuance
Programme Prospectus is hereby deleted and replaced in its entirety with the following:
“(a) the sections referred to in the tables below included in (i) the English language translation of the
Universal Registration Document 2019 for Total – filed in its original French language version under
reference D.20-0148 on 20 March 2020 (the “Total 2019 URD”), containing the English language audited
consolidated annual financial statements and audit report for the financial year ended 31 December 2019 of
Total and (ii) the English language translation of the Registration Document 2018 for Total – filed in its
original French language version under reference D.19-0171 on 20 March 2019 (the “Total 2018 RD”),
containing the audited consolidated annual financial statements and audit report for the financial year ended
31 December 2018 of Total; ”
The table entitled “Information incorporated by reference in relation to Total and the Group” in the section entitled
“Documents Incorporated by Reference” on pages 70 to 74 of the Debt Issuance Programme Prospectus is hereby
deleted and replaced in its entirety by the following:
“INFORMATION INCORPORATED BY REFERENCE IN RELATION TO TOTAL AND THE GROUP
INFORMATION INCORPORATED BY Page Reference(s) in Page Reference(s) in
REFERENCE (PURSUANT TO ANNEX IV OF THE the Total 2018 RD the Total 2019 URD
COMMISSION REGULATION (EC) NO 809/2004
DATED 29 APRIL 2004)
3. Selected Financial Information
3.1 Selected historical financial information
regarding the issuer, presented, for each
financial year for the period covered by the
historical financial information, and any
subsequent interim financial period, in the same 7 to 9 and 15 to 21 4 to 7 and 22 to 30
currency as the financial information.
The selected historical financial information
must provide key figures that summarise the
financial condition of the issuer.
4. Risk Factors
Prominent disclosure of risk factors that may
affect the issuer’s ability to fulfil its obligations - 82 to 89
under the securities to investors in a section
headed “Risk Factors”.
5. Information about the Issuer
5.1 History and development of the Issuer: - 7 to 13 and 20 to 21
5.1.1 the legal and commercial name of the issuer; - 20, 258 and 276
5.1.2 the place of registration of the issuer and its -
20, 258 and 276
registration number;
5.1.3 the date of incorporation and the length of life of -
20, 258 and 276
the issuer, except where indefinite;
5.1.4 the domicile and legal form of the issuer, the
legislation under which the issuer operates, its
country of incorporation, and the address and
- 20, 258 and 276
telephone number of its registered office (or
principal place of business if different from its
registered office);
14
EU-DOCS\27897016.75.1.5 any recent events particular to the issuer which
10, 18 to 20, 22 to 30
are to a material extent relevant to the evaluation -
and 32 to 79
of the issuer’s solvency.
5.2 Investments: - 14 and 74 to 75
5.2.1 A description of the principal investments made
since the date of the last published financial - 14 and 74 to 75
statements.
5.2.2 Information concerning the issuer’s principal
future investments, on which its management - 75
bodies have already made firm commitments.
5.2.3 Information regarding the anticipated sources of
funds needed to fulfil commitments referred to - 75 and 271 to 272
in item 5.2.2.
6. Business Overview
6.1 Principal activities: - 4 to 7 and 32 to 72
6.1.1 A description of the issuer’s principal activities
stating the main categories of products sold - 4 to 7 and 32 to 72
and/or services performed; and
6.1.2 an indication of any significant new products 4 to 7, 22 to 30 and 32
-
and/or activities. to 72
6.2 Principal markets:
A brief description of the principal markets in - 4 to 7 and 32 to 72
which the issuer competes.
6.3 The basis for any statements made by the issuer
- 4, 32 to 72
regarding its competitive position.
7. Organisational Structure
7.1 If the issuer is part of a group, a brief description 20, 352 to 369 and 375
-
of the group and of the issuer's position within it. to 399
7.2 If the issuer is dependent upon other entities
20, 352 to 369 and 375
within the group, this must be clearly stated -
to 399
together with an explanation of this dependence.
8. Trend Information
8.1 Include a statement that there has been no
material adverse change in the prospects of the
issuer since the date of its last published audited
financial statements. - 29 to 30
In the event that the issuer is unable to make such
a statement, provide details of this material
adverse change.
8.2 Information on any known trends, uncertainties,
demands, commitments or events that are
29 to 30, 74 to 79, 82 to
reasonably likely to have a material effect on the -
89 and 258
issuer's prospects for at least the current financial
year.
9. Profit Forecasts or Estimates
15
EU-DOCS\27897016.7If an issuer chooses to include a profit forecast
or a profit estimate, the registration document
must contain the information items 9.1 and 9.2:
9.1 A statement setting out the principal
assumptions upon which the issuer has based its
forecast, or estimate.
There must be a clear distinction between
assumptions about factors which the members of
the administrative, management or supervisory
bodies can influence and assumptions about Not Applicable Not Applicable
factors which are exclusively outside the
influence of the members of the administrative,
management or supervisory bodies; the
assumptions must be readily understandable by
investors, be specific and precise and not relate
to the general accuracy of the estimates
underlying the forecast.
9.2 A report prepared by independent accountants or
auditors must be included stating that in the
opinion of the independent accountants or
auditors the forecast or estimate has been
Not Applicable Not Applicable
properly compiled on the basis stated and that
the basis of accounting used for the profit
forecast or estimate is consistent with the
accounting policies of the issuer.
9.3 The profit forecast or estimate must be prepared
on a basis comparable with the historical Not Applicable Not Applicable
financial information.
10. Administrative, Management, and
Supervisory Bodies
10.1 Names, business addresses and functions in the
issuer of the following persons, and an indication
of the principal activities performed by them - 130 to 167
outside the issuer where these are significant
with respect to that issuer:
(a) members of the administrative, management
- 130 to 167
or supervisory bodies;
(b) partners with unlimited liability, in the case
- Not Applicable
of a limited partnership with a share capital.
10.2 Administrative, Management, and Supervisory
bodies conflicts of interests
Potential conflicts of interests between any
duties to the issuing entity of the persons referred 142 to 145 and 166 to
-
to in item 10.1 and their private interests and or 167
other duties must be clearly stated. In the event
that there are no such conflicts, make a statement
to that effect.
11. Board Practices
11.1 Details relating to the issuer's audit committee,
including the names of committee members and
- 153 to 155
a summary of the terms of reference under which
the committee operates.
16
EU-DOCS\27897016.711.2 A statement as to whether or not the issuer
complies with its country’s of incorporation
corporate governance regime(s). In the event that
the issuer does not comply with such a regime a - 168
statement to that effect must be included together
with an explanation regarding why the issuer
does not comply with such regime.
12. Major Shareholders
12.1 To the extent known to the issuer, state whether
the issuer is directly or indirectly owned or
controlled and by whom and describe the nature - 267 to 269 and 278
of such control, and describe the measures in
place to ensure that such control is not abused.
12.2 A description of any arrangements, known to the
issuer, the operation of which may at a
Not Applicable Not Applicable
subsequent date result in a change in control of
the issuer.
13. Financial Information concerning the
Issuer’s Assets and Liabilities, Financial
Position and Profits and Losses
13.1 Historical Financial Information
Audited historical financial information
covering the latest 2 financial years (or such
shorter period that the issuer has been in
operation), and the audit report in respect of each
year. Such financial information must be
prepared according to Regulation (EC) No
1606/2002, or if not applicable to a Member
States national accounting standards for issuers
from the Community. For third country issuers,
such financial information must be prepared
according to the international accounting
standards adopted pursuant to the procedure of
Article 3 of Regulation (EC) No 1606/2002 or to
a third country’s national accounting standards
equivalent to these standards. If such financial
information is not equivalent to these standards,
it must be presented in the form of restated
financial statements.
The most recent year’s historical financial
information must be presented and prepared in a
form consistent with that which will be adopted
in the issuer’s next published annual financial
statements having regard to accounting
standards and policies and legislation applicable
to such annual financial statements.
If the issuer has been operating in its current
sphere of economic activity for less than one
year, the audited historical financial information
covering that period must be prepared in
accordance with the standards applicable to
annual financial statements under the Regulation
(EC) No 1606/2002, or if not applicable to a
Member States national accounting standards
where the issuer is an issuer from the
Community. For third country issuers, the
17
EU-DOCS\27897016.7historical financial information must be prepared
according to the international accounting
standards adopted pursuant to the procedure of
Article 3 of Regulation (EC) No 1606/2002 or to
a third country’s national accounting standards
equivalent to these standards. This historical
financial information must be audited.
If the audited financial information is prepared
according to national accounting standards, the
financial information required under this
heading must include at least:
(a) balance sheet; 256 288
(b) income statement; 254 and 255 286 to 287
(c) cash flow statement; and 257 289
(d) accounting policies and explanatory notes. 261 to 360 291 to 399
The historical annual financial information must
have been independently audited or reported on
as to whether or not, for the purposes of the
247, 250 to 253, and 254 279, 282 to 285 and 286
registration document, it gives a true and fair
to 257 to 289
view, in accordance with auditing standards
applicable in a Member State or an equivalent
standard.
13.2 Financial statements
If the issuer prepares both own and consolidated
financial statements, include at least the 250 to 360 282 to 399
consolidated financial statements in the
registration document.
13.3 Auditing of historical annual financial
information
13.3.1 A statement that the historical financial
information has been audited. If audit reports on
the historical financial information have been
refused by the statutory auditors or if they 250 to 253 282 to 285
contain qualifications or disclaimers, such
refusal or such qualifications or disclaimers must
be reproduced in full and the reasons given.
13.6 Information on any governmental, legal or
arbitration proceedings (including any such
proceedings which are pending or threatened of
which the issuer is aware), during a period
covering at least the previous 12 months which - 101
may have, or have had in the recent past,
significant effects on the issuer and/or group's
financial position or profitability, or provide an
appropriate negative statement.
14. Additional Information
14.1 Share Capital
14.1.1 The amount of the issued capital, the number and
classes of the shares of which it is composed
with details of their principal characteristics, the - 274 to 275
part of the issued capital still to be paid up, with
an indication of the number, or total nominal
18
EU-DOCS\27897016.7value, and the type of the shares not yet fully
paid up, broken down where applicable
according to the extent to which they have been
paid up.
14.2 Memorandum and Articles of Association
14.2.1 The register and the entry number therein, if
applicable, and a description of the issuer’s
objects and purposes and where they can be - 276 to 278
found in the memorandum and articles of
association.
15. Material Contracts
A brief summary of all material contracts that are
not entered into in the ordinary course of the
issuer’s business, which could result in any Not Applicable Not Applicable
group member being under an obligation or
entitlement that is material to the issuer’s ability
to meet its obligation to security holders in
respect of the securities being issued.
16 Third Party Information and Statement by
Experts and Declarations of Any Interest
16.1 Where a statement or report attributed to a
person as an expert is included in the
Registration Document, provide such person’s
name, business address, qualifications and
material interest if any in the issuer. If the report
has been produced at the issuer’s request a Not Applicable Not Applicable
statement to that effect that such statement or
report is included, in the form and context in
which it is included, with the consent of that
person who has authorised the contents of that
part of the Registration Document.
16.2 Where information has been sourced from a third
party, provide a confirmation that this
information has been accurately reproduced and
that as far as the issuer is aware and is able to
ascertain from information published by that Not Applicable Not Applicable
third party, no facts have been omitted which
would render the reproduced information
inaccurate or misleading. In addition, the issuer
shall identify the source(s) of the information.
Item 4 (Risk Factors) in the table entitled “Information incorporated by reference in relation to Total Capital” in the
section entitled “Documents Incorporated by Reference” on pages 75 to 76 of the Debt Issuance Programme
Prospectus is hereby deleted and replaced with the following:
Page Reference(s) of the Total
INFORMATION INCORPORATED BY REFERENCE (PURSUANT
Capital Financial Statements
TO ANNEX IV OF THE COMMISSION REGULATION (EC) NO
2018 (except for the Risk
809/2004 DATED 29 APRIL 2004)
Factors)
4. Risk Factors
Prominent disclosure of risk factors that may affect the issuer’s 82 to 89 of the Total 2019 URD
ability to fulfil its obligations under the securities to investors in a
section headed "Risk Factors".
19
EU-DOCS\27897016.7Item 4 (Risk Factors) in the table entitled “Information incorporated by reference in relation to Total Capital
International” in the section entitled “Documents Incorporated by Reference” on pages 77 to 78 of the Debt Issuance
Programme Prospectus is hereby deleted and replaced with the following:
Page Reference(s) of the Total
INFORMATION INCORPORATED BY REFERENCE (PURSUANT
Capital International Financial
TO ANNEX IV OF THE COMMISSION REGULATION (EC) NO
Statements 2018 (except for the
809/2004 DATED 29 APRIL 2004)
Risk Factors)
4. Risk Factors
Prominent disclosure of risk factors that may affect the issuer’s 82 to 89 of the Total 2019 URD
ability to fulfil its obligations under the securities to investors in a
section headed "Risk Factors".
Item 4 (Risk Factors) in the table entitled “Information incorporated by reference in relation to Total Capital Canada”
in the section entitled “Documents Incorporated by Reference” on pages 78 to 79 of the Debt Issuance Programme
Prospectus is hereby deleted and replaced with the following:
Page Reference(s) of the Total
INFORMATION INCORPORATED BY REFERENCE (PURSUANT
Capital Canada Financial
TO ANNEX IV OF THE COMMISSION REGULATION (EC) NO
Statements 2018 (except for the
809/2004 DATED 29 APRIL 2004)
Risk Factors)
4. Risk Factors
Prominent disclosure of risk factors that may affect the issuer’s 82 to 89 of the Total 2019 URD
ability to fulfil its obligations under the securities to investors in a
section headed "Risk Factors".
To the extent that there is any inconsistency between (a) any statement included or incorporated by reference in this
Fifth Supplement and (b) any statement included or incorporated by reference in the Debt Issuance Programme
Prospectus, the statements in (a) above will prevail.
20
EU-DOCS\27897016.7DESCRIPTION OF TOTAL
The following shall replace the table added in the Fourth Supplement dated 24 February 2020 at the end of the section
entitled “Description of Total” on page 110 of the Debt Issuance Programme Prospectus:
“Total’s Financial Statements
The main elements of Total’s 2019 annual financial statements are summarised in the following tables:
Summary Balance sheet
As at/for the year ended As at/for the year ended
31 December 2019 31 December 2018
(audited) (audited)
(in millions of U.S. dollars)
Assets
Current assets ................................................................................ 85,265 79,799
Non-current assets ........................................................................ 188,029 176,963
Total Assets ................................................................................. 273,294 256,762
Liabilities
Current liabilities .......................................................................... 70,244 62,234
Non-current liabilities ................................................................... 83,745 76,414
Shareholder’s Equity .................................................................... 119,305 118,114
Total Liabilities and Shareholder’s Equity ............................... 273,294 256,762
Share Capital 8,123 8,227
There has been no material change in the capitalisation and indebtedness of Total since 31 December 2019 except
for currency translation effect.
Summary Statement of Income
As at/for the year ended As at/for the year ended
31 December 2019 31 December 2018
(audited) (audited)
(in millions of U.S. dollars)
Consolidated net income ............................................................... 11,438 11,550
Items not potentially reclassifiable to profit and loss .................... (1,530) (4,021)
Items potentially reclassifiable to profit and loss .......................... 749 527
Total other comprehensive income ............................................... (781) (3,494)
Comprehensive income 10,657 8,056
21
EU-DOCS\27897016.7RECENT DEVELOPMENTS
The Recent Developments section of the Debt Issuance Programme Prospectus on page 123 shall be supplemented
with the following:
The following is the text of a press release published by Total on 23 March 2020:
Paris - Patrick Pouyanné, Chairman & CEO of Total, addressed the Group’s employees on March 19 to mobilize
them in the face of the challenges ahead. He recalled the resilience that the Group’s teams demonstrated during the
2015-16 oil crisis as well as the two pillars of the Group’s strategy which are the organic pre-dividend breakeven of
less than $25/b and the low gearing to face this high volatility.
In a context of oil prices on the order of $30 per barrel, he announced an action plan to be implemented immediately
based on the following three axes:
• Organic Capex cuts of more than $3 billion, i.e. more than 20%, reducing 2020 net investments to less than
$15 billion. These savings are mainly in the form of short-cycle flexible Capex, which can be arbitrated
contractually over a very short time period;
• $800 million of savings in 2020 on operating costs compared to 2019, instead of the $300 million previously
announced; and
• Suspension of the share buyback program – the company announced a $2 billion share buyback for 2020 in
a 60 $/b environment; it bought back $550 million in the first two months.
22
EU-DOCS\27897016.7GENERAL INFORMATION
The first paragraph in paragraph (3) in the General Information section of the Debt Issuance Programme Prospectus on
page 174 entitled “No Material Adverse Change” is hereby deleted and replaced in its entirety with the following:
“Except as disclosed in the documents incorporated by reference in this Debt Issuance Programme Prospectus, as
supplemented by this Fifth Supplement, there has been no material adverse change in the prospects of Total on a
consolidated basis since its last published audited financial statements, being 31 December 2019.”
The first paragraph in paragraph (4) in the General Information section of the Debt Issuance Programme Prospectus on
page 174 entitled “Significant change in the Issuer’s financial trading position” is hereby deleted and replaced in its entirety
with the following:
“Except as disclosed in the documents incorporated by reference in this Debt Issuance Programme Prospectus, as
supplemented by this Fifth Supplement, there has been no significant change in the financial or trading position of Total
on a consolidated basis since the end of the last financial period for which financial information has been published, being
31 December 2019.”
Paragraph (12) in the General Information section of the Debt Issuance Programme Prospectus on page 176 entitled
“Auditors” is hereby supplemented with the following:
“The auditors of Total are Ernst & Young Audit and KPMG Audit, a division of KPMG S.A., of 1/2, place des
Saisons 92400 Courbevoie - Paris-La Défense 1 and 2 Avenue Gambetta CS 60055 92066 Paris La Défense,
respectively. They have audited and expressed unqualified opinions in the audit reports which they have issued
on the consolidated financial statements of Total as of and for the years ended 31 December 2018 and 31
December 2019. The French auditors carry out their duties in accordance with the professional auditing standards
applicable in France (“Normes d’Exercice Professionnel”) and are members of the CNCC professional body.
The auditors of Total Capital are Ernst & Young Audit and KPMG Audit, a division of KPMG S.A., of 1/2, place
des Saisons 92400 Courbevoie - Paris-La Défense 1 and 2 Avenue Gambetta CS 60055 92066 Paris La Défense,
respectively. They have audited and expressed unqualified opinions in the audit reports which they have issued
on the financial statements of Total Capital as of and for the years ended 31 December 2018 and 31 December
2019. The French auditors carry out their duties in accordance with the professional auditing standards applicable
in France (“Normes d’Exercice Professionnel”) and are members of the CNCC professional body.
The auditors of Total Capital International are Ernst & Young Audit and KPMG Audit, a division of KPMG S.A.,
of 1/2, place des Saisons 92400 Courbevoie - Paris-La Défense 1 and 2 Avenue Gambetta CS 60055 92066 Paris
La Défense, respectively. They have audited and expressed unqualified opinions in the audit reports which they
have issued on the financial statements of Total Capital International as of and for the years ended 31 December
2018 and 31 December 2019. The French auditors carry out their duties in accordance with the professional
auditing standards applicable in France (“Normes d’Exercice Professionnel”) and are members of the CNCC
professional body.
The auditors of Total Capital Canada are KPMG LLP of 3100 205, 5th Avenue SW, Calgary Alberta T2P 4B9,
Canada. They have carried out their duties in accordance with Canadian generally accepted auditing standards
and are members of the Canadian Public Accountability Board in Canada. They have audited and expressed
unqualified opinions in the audit reports which they have issued on the financial statements of Total Capital
Canada as of and for the years ended 31 December 2018 and 31 December 2019.”
23
EU-DOCS\27897016.7PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE FIFTH SUPPLEMENT
To the best of Total’s knowledge (having taken all reasonable care to ensure that such is the case), the information
contained in this Fifth Supplement is in accordance with the facts and contains no omission likely to affect its import
and Total accepts responsibility accordingly.
TOTAL S.A.
2, place Jean Millier, 92078 Paris La Défense Cedex France
Duly represented by: Antoine Larenaudie, Group Treasurer of Total
on 26 March 2020
To the best of Total Capital’s knowledge (having taken all reasonable care to ensure that such is the case), the
information contained in this Fifth Supplement is in accordance with the facts and contains no omission likely to
affect its import and Total Capital accepts responsibility accordingly.
TOTAL CAPITAL
2, place Jean Millier, 92078 Paris La Défense Cedex, France
Duly represented by: Antoine Larenaudie on behalf of Total Finance Corporate Services Limited,
Director of Total Capital
on 26 March 2020
To the best of Total Capital Canada Ltd.’s knowledge (having taken all reasonable care to ensure that such is the
case), the information contained in this Fifth Supplement is in accordance with the facts and contains no omission
likely to affect its import and Total Capital Canada Ltd. accepts responsibility accordingly.
TOTAL CAPITAL CANADA LTD.
2900, 240-4th Avenue S.W., Calgary, Alberta, T2P 4H4 Canada
Duly represented by: Antoine Larenaudie, President of Total Capital Canada
on 26 March 2020
To the best of Total Capital International’s knowledge (having taken all reasonable care to ensure that such is the
case), the information contained in this Fifth Supplement is in accordance with the facts and contains no omission
likely to affect its import and Total Capital International accepts responsibility accordingly.
TOTAL CAPITAL INTERNATIONAL
2, place Jean Millier, 92078 Paris La Défense Cedex France
Duly represented by: Antoine Larenaudie on behalf of Total Finance Corporate Services Limited,
Director of Total Capital International
on 26 March 2020
24
EU-DOCS\27897016.7Autorité des marchés financiers
In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the General
Regulations (Réglement Général) of the Autorité des marchés financiers (“AMF”), in particular Articles 212-31 to
212-33, the AMF has granted to this Fifth Supplement the visa no. 20-101 on 26 March 2020. This document and
the Debt Issuance Programme Prospectus may only be used for the purposes of a financial transaction if completed
by Final Terms. This Fifth Supplement was prepared by the Issuer and its signatories assume responsibility for it.
In accordance with Article L. 621-8-1-I of the French Code monétaire et financier, the visa was granted following
an examination by the AMF of "whether the document is complete and comprehensible, and whether the information
it contains is coherent". It does not imply the approval by the AMF of any opportunity to conduct a transaction hereby nor
that the AMF has verified the accounting and financial data set out in it.
This visa has been granted subject to the publication of Final Terms in accordance with Article 212-32 of the AMF’s
General Regulations, setting out the terms of the securities being issued.
25
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