UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 1-10888
TotalEnergies SE
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s name into English)
Republic of France
(Jurisdiction of Incorporation or Organization)
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
(Address of Principal Executive Offices)
Jean-Pierre Sbraire
Chief Financial Officer
Tel: +33 (0)1 47 44 45 46
Fax: +33 (0)1 47 44 49 44
(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Shares
New York Stock Exchange*
American Depositary Shares
TTE
New York Stock Exchange
*
Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
2,412,251,835 Shares, par value €2.50 each, as of December 31, 2023
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑
Accelerated filer ☐
Non-accelerated filer ☐
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
International Financial Reporting Standards as issued by the InternationalAccounting Standards Board ☑
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
TABLE OF CONTENTS
BASIS OF PRESENTATION
i
STATEMENTS REGARDING COMPETITIVE POSITION
ADDITIONAL INFORMATION
CERTAIN TERMS, ABBREVIATIONS AND CONVERSION TABLE
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
3
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3.
KEY INFORMATION
ITEM 4.
INFORMATION ON THE COMPANY
ITEM 4A.
UNRESOLVED STAFF COMMENTS
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
4
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
25
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 8.
FINANCIAL INFORMATION
ITEM 9.
THE OFFER AND LISTING
26
ITEM 10.
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
30
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
31
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15.
CONTROLS AND PROCEDURES
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
32
ITEM 16B.
CODE OF ETHICS
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
33
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G.
CORPORATE GOVERNANCE
ITEM 16H.
MINE SAFETY DISCLOSURE
36
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 16K.
CYBERSECURITY
ITEM 17.
FINANCIAL STATEMENTS
37
ITEM 18.
ITEM 19.
EXHIBITS
38
References in this annual report on Form 20-F (this “Annual Report” or this “document”) to pages and sections of the “Universal Registration Document 2023” are references only to those pages and sections of TotalEnergies’ Universal Registration Document for the year ended December 31, 2023 attached in Exhibit 15.1 to this Annual Report and forming a part hereof. Other than as expressly provided herein, the Universal Registration Document 2023 is not incorporated herein by reference.
TotalEnergies’ Consolidated Financial Statements on pages F-9 to F-13 are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and IFRS as adopted by the European Union (EU) as of December 31, 2023.
In addition, this Annual Report and the Universal Registration Document 2023 contain certain measures that are not defined by generally accepted accounting principles (GAAP) such as IFRS. TotalEnergies’ management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating TotalEnergies’ operating performance. TotalEnergies believes that presentation of this information, along with comparable GAAP measures, is useful to investors because it allows investors to understand the primary method used by management to evaluate performance on a meaningful basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by TotalEnergies may not be comparable with similarly titled amounts reported by other companies.
Unless otherwise indicated, statements made in “Item 4. Information on the Company” referring to TotalEnergies’ competitive position are based on TotalEnergies’ estimates, and in some cases rely on a range of sources, including investment analysts’ reports, independent market studies and TotalEnergies’ internal assessments of market share based on publicly available information about the financial results and performance of market participants.
This Annual Report reports information primarily regarding TotalEnergies’ business, operations and financial information relating to the fiscal year ended December 31, 2023. For more recent updates regarding TotalEnergies, you may inspect any reports, statements or other information TotalEnergies files with the United States Securities and Exchange Commission (“SEC”). All of its SEC filings made after December 31, 2001 are available to the public at the SEC website at http://www.sec.gov and from certain commercial document retrieval services. See also “Item 10. - 10.7 Documents on display”.
No material on the TotalEnergies website (https://totalenergies.com/) forms any part of this Annual Report. References in this Annual Report to documents on the TotalEnergies website are included as an aid to the location of such documents and such documents are not incorporated by reference. References to websites and the Sustainability & Climate – 2024 Progress Report contained in this Annual Report (including all exhibits hereto) are provided for reference only; the information contained on the referenced websites or in the Sustainability & Climate – 2024 Progress Report is not incorporated by reference in this Annual Report.
For the meanings of certain terms used in this document, as well as certain abbreviations and a conversion table, refer to the “Glossary” starting on page 651 of the Universal Registration Document 2023, incorporated herein by reference. The terms “TotalEnergies”, “TotalEnergies company” the “Company”, “we”, “us” or “our” as used in this document refer to TotalEnergies SE collectively with all of its direct and indirect consolidated companies located in or outside of France. The term “Corporation” as used in this document exclusively refers to TotalEnergies SE, which is the parent company.
TotalEnergies has made certain forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) in this document and in the documents referred to in, or incorporated by reference into, this Annual Report. This document may contain forward-looking statements including within the meaning of the Private Securities Litigation Reform Act of 1995, notably with respect to the financial condition, results of operations, business activities and strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of TotalEnergies, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “will”, “should”, “could”, “would”, “may”, “likely”, “might”, “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by TotalEnergies as of the date of this document.
These forward-looking statements are not historical data and should not be interpreted as assurances that the perspectives, objectives or goals announced will be achieved. They may prove to be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initially estimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to the occurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and price of petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operating efficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environment and climate, currency fluctuations, technological innovations, meteorological conditions and events, as well as socio-demographic, economic and political developments, changes in market conditions, loss of market share and changes in consumer preferences, or pandemics such as COVID-19. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.
Form 20-F 2023 TotalEnergies
Readers are cautioned not to consider forward-looking statements as accurate, but as an expression of the Company’s views only as of the date this document is published. TotalEnergies SE and its subsidiaries have no obligation, make no commitment and expressly disclaim any responsibility to investors or any stakeholder to update or revise, particularly as a result of new information or future events, any forward-looking information or statement, objectives or trends contained in this document. In addition, the Company has not verified, and is under no obligation to verify any third-party data contained in this document or used in the estimates and assumptions or, more generally, forward-looking statements published in this document.
For additional factors, you should read the information set forth under “Item 3. - 3.1 Risk Factors”, “Item 4. Information on the Company”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk”.
Additionally, the developments of environmental and climate change-related issues in this document are based on various frameworks and the interests of various stakeholders which are subject to evolve independently of our will. Moreover, our disclosures on such issues, including climate-related disclosures, may include information that is not necessarily "material" under US securities laws for SEC reporting purposes or under applicable securities law.
ii
TotalEnergies Form 20-F 2023
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
3.1 Risk factors
TotalEnergies conducts its business in a constantly changing environment and is exposed to risks that, if they were to occur, could have a material adverse effect on its business, financial condition, reputation, outlook, or the price of financial instruments issued by TotalEnergies SE. Point 3.1 of chapter 3 of the Universal Registration Document 2023 (starting on page 130), incorporated herein by reference, presents the significant risk factors specific to TotalEnergies, to which it believes it is exposed as of the filing date of this Annual Report.
For additional information on the risks to which TotalEnergies believes it is exposed as of the filing date of this Annual Report, along with its approaches to managing certain of these risks, please refer to “Item 5. Operating and financial review and prospects” and “Item 11. Quantitative and qualitative disclosures about market risk”, as well as points 3.2, 3.3 and 3.6 of chapter 3 (starting on pages 140, 144 and 153, respectively) of the Universal Registration Document 2023, incorporated herein by reference.
ITEM 4. INFORMATION ON THE COMPANY
The following information providing an integrated overview of TotalEnergies from the Universal Registration Document 2023 is incorporated herein by reference:
-
presentation of TotalEnergies and its governance (points 1.1.1 and 1.8 of chapter 1, starting on pages 6 and 41 respectively);
its strategy and ambition (points 1.2 and 1.3 of chapter 1, starting on page 14);
history, employees, integrated business model, industrial assets and geographic presence (points 1.1.2, 1.1.3, and 1.7.1-1.7.4 of chapter 1, starting on pages 10, 12 and 37 respectively);
an overview of its sustainability-linked commitments, investment policy, R&D and dialogue with stakeholders (points 1.4, 1.5, 1.6 and 1.7.5 of chapter 1, starting on pages 27, 31, 34 and 40 respectively); and
organizational structure (point 1.8.3 of chapter 1, starting on page 44).
The following information providing an overview of TotalEnergies’ businesses and activities from the Universal Registration Document 2023 is incorporated herein by reference:
information concerning TotalEnergies’ principal capital expenditures and divestitures (point 1.5 of chapter 1, starting on page 31). See also “Item 5. Operating and financial review and prospects”;
business overview for fiscal year 2023 (points 2.1 to 2.6 of chapter 2, starting on page 70); and
geographical breakdown of TotalEnergies’ sales, property, plants and equipment, intangible assets and capital expenditures over the past three years (Note 4 to the Consolidated Financial Statements, on page F-31).
The following other information from the Universal Registration Document 2023 is incorporated herein by reference:
countries under economic sanctions (point 3.2 of chapter 3, starting on page 140);
insurance and risk management (point 3.4 of chapter 3, starting on page 151);
non-financial performance and additional reporting information (points 5.1 to 5.11 of chapter 5 and chapter 11, starting on page 274 and 615 respectively); and
investor relations (point 6.6 of chapter 6, starting on page 404).
See also “Additional Information” of this Annual Report.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
This section is an analysis of the financial performance and of significant trends that may affect TotalEnergies’ future performance and it should be read in conjunction with the Consolidated Financial Statements and the Notes thereto starting on page F-9. The Consolidated Financial Statements and the Notes thereto are prepared in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU.
This section contains forward-looking statements that are subject to risks and uncertainties. For a list of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, see “Cautionary Statement Concerning Forward-Looking Statements” starting on page ii.
For information on the invasion of Ukraine by Russia and the situation of the Company at March 29, 2024, refer to Item 5. – 5.6 starting on page 23.
5.1 Overview
TotalEnergies’ results are affected by a variety of factors, including changes in crude oil and natural gas prices and refining and marketing margins, all generally expressed in dollars, as well as changes in exchange rates, particularly the value of the euro compared to the dollar. Higher crude oil and natural gas prices generally have a positive effect on the income of TotalEnergies because the Exploration & Production segment’s oil and gas business and the Integrated LNG and downstream gas business are positively impacted by the resulting increase in revenues. Lower crude oil and natural gas prices generally have a corresponding negative effect. The effect of changes in crude oil prices on the activities of TotalEnergies’ Refining & Chemicals and Marketing & Services segments (Downstream) depends upon the speed at which the prices of refined petroleum products adjust to reflect such changes. TotalEnergies’ results are also significantly affected by the costs of its activities, in particular those related to exploration and production, and by the outcome of its strategic decisions with respect to cost reduction efforts. In addition, TotalEnergies’ results are affected by general economic and political conditions and changes in governmental laws and regulations, as well as by the impact of decisions by OPEC+ on production levels. For more information, refer to “Item 3. – 3.1 Risk factors”.
In an uncertain environment, TotalEnergies’ balanced transition strategy, which combines growth in Oil & Gas, in particular in Integrated LNG and Integrated Power, delivered strong results in 2023, in line with its objectives.
In 2023, TotalEnergies reported net income of $21.4 billion and adjusted net income1 of $23.2 billion. TotalEnergies reported cash flow from operating activities of $40.7 billion and cash flow from operations excluding working capital (CFFO)1 of $35.9 billion. TotalEnergies achieved top tier 20% return on equity (ROE) and 19% return on average capital employed (ROACE)1. In 2023, TotalEnergies cash flow used in investing activities was $(16.5) billion and net investment1 was $16.8 billion, including 35% for low-carbon energies, mainly in power. Ordinary dividends increased by 7.1% and TotalEnergies completed $9 billion in buybacks of its shares, of which $1.5 billion was linked to the disposal of its Canadian assets. TotalEnergies further reduced net debt, achieving 5% gearing1, including a $5 billion positive contribution of working capital. Payout1 increased to an attractive 46.0% in 2023. In addition, TotalEnergies promoted balanced profit sharing with its employees around the world and in particular in France (average 5% wage increase2, value sharing bonus2 of at least €2,000 and support for employees in their energy transition3 ) and with its customers through rebates in France (€1.99 per liter price cap and renewal of the rebate on gas and power prices to private customers).
In 2023, Oil & Gas business production increased 2% year-on-year (excluding Novatek), driven by strong LNG production growth of 9%. In 2023, the Exploration & Production segment generated strong adjusted net operating income of $10.9 billion, cash flow from operating activities of $18.5 billion and cash flow from operations excluding working capital (CFFO) of $19.1 billion. TotalEnergies’ exploration successes continued in Namibia, Suriname, and Nigeria. The Company reports a reserves replacement ratio of 141% in 2023 and a proved reserves life index of 12 years as of December 31, 2023, demonstrating the strength of its project portfolio.
In 2023, Integrated LNG generated annual adjusted net operating income of $6.2 billion, cash flow from operating activities of $8.4 billion and cash flow from operations excluding working capital (CFFO) of $7.3 billion, which is lower than the exceptional results in 2022 but higher than 2021 thanks to growth in its portfolio.
In 2023, Integrated Power cash flow from operating activities was $3.6 billion and cash flow from operations excluding working capital (CFFO) was $2.2 billion, which is more than twice the 2022 cash flow from operations excluding working capital (CFFO). Integrated Power achieved a ROACE1 of 9.8% in 2023, demonstrating the relevance of the Company’s integrated business model. TotalEnergies announced several acquisitions in 2023, further enhancing its Integrated Power business model in the US and in Europe: 1.5 GW of flexible CCGT4 capacity in Texas and a renewable energy aggregator (9 GW) and a battery storage developer (2 GW) in Germany.
In 2023, Downstream (Refining & Chemicals and Marketing & Services) adjusted net operating income was $6.1 billion, cash flow from operating activities was $9.9 billion and cash flow from operations excluding working capital (CFFO) was $8.2 billion, supported by good availability in Europe and still attractive refining margins, although lower compared to historic levels in 2022.
In view of the structural cash flow growth and share buybacks executed in 2023 (5.9% of the share capital), the Board of Directors will propose at the Shareholders’ Meeting to be held on May 24, 2024, the distribution of a final 2023 dividend of €0.79/share, resulting in an increase of 7.1% for the ordinary 2023 dividend, compared to the ordinary 2022 dividend, to €3.01/share. Furthermore, the Board of Directors confirmed a shareholder return policy for 2024, which will combine an increase in interim dividends of 6.8% to €0.79/share and $2 billion of share buybacks in the first quarter of 2024, which will remain the base level for quarterly buybacks in the current environment.
1 Adjusted net income, cash flow from operations excluding working capital (CFFO), capital employed, net investment, gearing, payout and ROACE are non-GAAP financial measures. Refer to the “Glossary” starting on page 651 of the Universal Registration Document 2023 for the definitions and further information on Non-GAAP measures (alternative performance measures). The reconciliation tables for the non-GAAP financial measures are set forth under “Item 5 – 5.3 Adjusted Items and Reconciliation of non-GAAP financial measures” starting on page 15.
2 Applicable to employees covered by the Common Corpus of Employee Relations Agreement (SSC) i.e., around 14,000 employees in France.
3 Applicable to employees of all fully owned companies in France and of companies in which TotalEnergies holds more that 50% in France, subject to agreement by their governing bodies.
4 Combined-cycle gas turbine (CCGT) power plants.
Outlook
At the start of 2024, Brent prices are navigating around $80/b in an uncertain economic environment. Oil markets are facing geopolitical tensions in the Middle East on one hand and non-OPEC production growth balanced by OPEC+ policy on the other hand. According to the IEA, global oil demand is anticipated to grow 1.2 Mb/d in 2024, which is in line with the average annual demand growth rate during 2000-2023 of 1.2%/yr.
LNG markets should remain in tension due to very limited LNG capacity additions expected in 2024 (2%) and growing demand thanks to lower LNG prices. TotalEnergies expects LNG sales above 40 Mt over the year. Given the evolution of oil and gas prices in recent months and the lag effect on price formulas, TotalEnergies anticipates that its average LNG selling price should be stable around $10/Mbtu in the first quarter 2024.
First quarter 2024 expected hydrocarbon production should be above 2.4 Mboe/d due to the start-up of Mero 2 in Brazil and the disposals of Canadian upstream assets, effective during fourth quarter 2023. For 2024, TotalEnergies anticipates hydrocarbon production will grow 2% compared to 2023 excluding Canada. Production will benefit from several additional project start-ups, including Tyra in Denmark and Anchor in the US.
Full-year refining utilization rate is expected to increase to above 85% in 2024 with no major turnarounds planned.
Confident in the strong fundamentals of the Company, which celebrates its 100 year anniversary in 2024, the Board of Directors confirmed a shareholder return policy for 2024, which will combine an increase in interim dividends of 6.8% to €0.79/share and $2 billion of share buybacks in the first quarter of 2024, in line with the following cash flow allocation priorities:
5
5.2 Results 2023-2021
5.2.1 TotalEnergies:
As of and for the year ended December 31 (in millions of dollars, except per share data)
2023
2022
2021
Sales
237,128
280,999
205,863
Net income (TotalEnergies share)
21,384
20,526
16,032
Adjusted EBITDA (1)
50,030
71,578
42,302
Adjusted net operating income (2) from business segments
25,107
38,475
20,209
Exploration & Production
10,942
17,479
10,439
Integrated LNG
6,200
11,169
5,591
Integrated Power
1,853
975
652
Refining & Chemicals
4,654
7,302
1,909
Marketing & Services
1,458
1,550
1,618
Adjusted net income (1) (TotalEnergies share)
23,176
36,197
18,060
Fully-diluted earnings per shares ($)
8.67
7.85
5.92
Fully-diluted weighted-average shares (millions)
2,434
2,572
2,647
Cash flow used in investing activities
(16,454)
(15,116)
(13,656)
Organic investments (1)
18,126
11,852
12,675
Net acquisitions (1)
(1,289)
4,451
632
Net investments (1)
16,837
16,303
13,307
Cash flow from operating activities
40,679
47,367
30,410
Cash flow from operations excluding working capital (CFFO) (1)
35,946
45,729
29,140
Debt Adjusted Cash Flow (DACF) (1)
36,451
47,025
30,660
(1)Adjusted EBITDA, adjusted net income, organic investments, net acquisitions, net investments, cash flow from operations excluding working capital (CFFO) and debt adjusted cash flow (DACF) are non-GAAP financial measures. Refer to the “Glossary” starting on page 651 of the Universal Registration Document 2023 for the definitions and further information on Non-GAAP measures (alternative performance measures). The reconciliation tables for the non-GAAP financial measures are set forth under “Item 5. – 5.3 Adjusted Items and Reconciliation of non-GAAP financial measures” starting on page 15.
(2)
Detail of adjustment items shown in the business segment information. See “Item 5.- 5.2.2 Business segment reporting” below for further details.
Market environment parameters
Brent ($/b)
82.6
101.3
70.9
Henry Hub ($/Mbtu)(1)
2.7
6.5
3.7
NBP ($/Mbtu)(2)
12.6
32.4
16.4
JKM ($/Mbtu)(3)
13.8
33.8
18.5
Average price of liquids ($/b) (4), (5)
76.2
91.3
65.0
Average price of gas ($/Mbtu) (4), (5)
6.64
13.15
6.60
Average price of LNG ($/Mbtu) (4), (6)
10.76
15.90
8.80
(1)
Henry Hub (HH), a pipeline located in Erath, Louisiana, USA, serves as the official delivery point for New York Mercantile Exchange (NYMEX) futures contracts. It is widely used as a price reference for natural gas markets in North America. The hub is operated by Sabine Pipe Line LLC and is connected to four intrastate and nine interstate pipelines, including the Transcontinental, Acadian and Sabine pipelines.
NBP (National Balancing Point) is a virtual natural gas trading point in the United Kingdom for transferring rights in respect of physical gas and which is widely used as a price benchmark for the natural gas markets in Europe. NBP is operated by National Grid Gas plc, the operator of the UK transmission network.
(3)
JKM (Japan-Korea Marker) measures the prices of spot liquid natural gas (LNG) trades in Asia. It is based on prices reported in spot market trades and/or bids and offers collected after the close of the Asian trading day at 16:30 Singapore time.
(4)
Does not include oil, gas and LNG trading activities, respectively.
(5)Sales in $ / Sales in volume for consolidated affiliates.
(6)Sales in $ / Sales in volume for consolidated and equity affiliates.
Hydrocarbon production(1)
Hydrocarbon production (kboe/d)
2,483
2,765
2,819
Oil (including bitumen) (kb/d)
1,388
1,307
1,274
Gas (including condensates and associated NGL) (kboe/d)
1,095
1,545
Liquids (kb/d)
1,519
1,500
Gas (Mcf/d)
5,028
6,759
7,203
Hydrocarbon production excluding Novatek (kboe/d)
2,437
2,508
(1) TotalEnergies production = Exploration & Production production + Integrated LNG production.
Return on equity (ROE) as of and for the year ended December 31 (in millions of dollars)
Consolidated net income
21,510
21,044
16,366
Adjusted net income
23,450
36,657
18,391
Average adjusted shareholders’ equity
115,006
112,831
108,504
Return on equity (ROE)
20.4%
32.5%
16.9%
6
Return on average capital employed (ROACE) as of and for the year ended December 31 (in millions of dollars)
Adjusted net operating income
24,684
38,212
19,766
Average capital employed
130,517
135,312
142,215
ROACE
18.9%
28.2%
13.9%
For a discussion of TotalEnergies’ proved reserves, refer to point 2.1.1 of chapter 2 of the Universal Registration Document 2023 (starting on page 71), incorporated herein by reference. See also point 9.1 of chapter 9 of the Universal Registration Document 2023 (starting on page 536), incorporated herein by reference, for additional information on proved reserves, including tables showing changes in proved reserves by region.
2023 vs. 2022
In terms of market environment parameters:
Hydrocarbon production was 2,483 kboe/d in 2023, up 2% compared to 2,437 kboe/d in 2022 (excluding Novatek), comprised of:
The euro-dollar exchange rate averaged $1.0813/€ in 2023, compared to $1.0530/€ in 2022.
Net income (TotalEnergies share) was $21,384 million in the full-year 2023, an increase of 4% compared to $20,526 million in the full-year 2022.
Adjusted net income (TotalEnergies share) was $23,176 million in the full-year 2023 compared to $36,197 million in the full-year 2022, mainly due to lower oil prices and refining margins.
Adjustments to net income were $(1,792) million in the full-year 2023, consisting mainly of:
TotalEnergies SE bought back, in 2023, 144,700,577 TotalEnergies SE shares on the market, i.e., 6.00% of the share capital as of December 31, 2023, of which 142,569,920 for cancellation and, in 2022, 140,207,743 TotalEnergies SE shares on the market, i.e., 5.35% of the share capital as of December 31, 2022, of which 128,869,261 for cancellation. See also “Item 5. - 5.4.3 Shareholders’ equity”, below.
Fully-diluted earnings per share was $8.67 in 2023 compared to $7.85 in 2022.
Acquisitions were:
Divestments were:
TotalEnergies’ cash flow from operating activities was $40,679 million in the full-year 2023, a decrease of 14% compared to $47,367 million in the full-year 2022.
5 Sales in $ / Sales in volume for consolidated affiliates.
6.Sales in $ / Sales in volume for consolidated affiliates.
7.Sales in $ / Sales in volume for consolidated and equity affiliates.
7
TotalEnergies’ cash flow used in investing activities was $(16,454) million in the full-year 2023 compared to $(15,116) million in the full-year 2022.
TotalEnergies’ cash flow from operations excluding working capital (CFFO) was $35,946 million in the full-year 2023, a decrease of 21% compared to $45,729 million in the full-year 2022.
For the full-year 2023, TotalEnergies’ cash flow from operating activities was $40,679 million and the cash flow from operations excluding working capital (CFFO) was $35,946 million, which reflects positive variation from a working capital release of $4.8 billion, of which around $2 billion was related to exceptional fiscal debt variations that were mainly due to the change of the gas and power price cap compensation system in France and the disposal of the Company’s German retail network to Alimentation Couche-Tard.
The change in working capital was a decrease of $6,091 million for the full-year 2023 in accordance with IFRS. The difference of $1,358 million between IFRS and replacement cost method corresponds to the following adjustments: (i) the pre-tax inventory valuation effect of $714 million, (ii) plus the mark-to-market effect of Integrated LNG’s and Integrated Power’s contracts of $565 million, (iii) plus the capital gains from the renewables project sale of $81 million and (iv) less the organic loan repayments from equity affiliates of $2 million.
The change in working capital, as determined using the replacement cost method excluding the mark-to-market effect of Integrated LNG and Integrated Power’s contracts, including capital gain from renewable project sales and including organic loan repayment from equity affiliates, was a decrease of $4,733 million for the full-year 2023, compared to a decrease of $1,638 million for the full-year 2022.
TotalEnergies’ net cash flow8 was $19,109 million in 2023 compared to $29,426 million in 2022, reflecting the $9,783 million decrease in cash flow from operations excluding working capital (CFFO) and the $534 million increase in net investments to $16,837 million in 2023.
See also “Item 5. - 5.4 Liquidity and Capital Resources” below.
2022 vs. 2021
Hydrocarbon production was 2,765 kboe/d in 2022, down 2% year-on-year, comprised of:
The euro-dollar exchange rate averaged $1.0530/€ in 2022, compared to $1.1827/€ in 2021.
Net income (TotalEnergies share) increased to $20,526 million in 2022 compared to $16,032 million in 2021.
In 2022, total adjustments to net income (TotalEnergies share), which include the after-tax inventory effect, special items and the impact of changes in fair value, had an impact of $(15,671) million, comprised of $(15,743) million for impairments including $(15.7) billion for impairments and exceptional provisions, including $(14.8) billion in related to Russia and $(1.0) billion related to the withdrawal from the North Platte project in the United States, $(1.7) billion related to the impacts of the European Solidarity Contribution, of the Energy Profits Levy in the United Kingdom on deferred tax, and of the electricity generation infra-marginal income contribution in France, $1.4 billion capital gain on the partial sale of SunPower shares and the revaluation of the retained and consolidated share using the equity method and $1.1 billion of fair value change effects. For a detailed overview of adjustment items for 2022, refer to Note 3 to the Consolidated Financial Statements (starting on page F-23). In 2021, total adjustments to net income (TotalEnergies share), which include the after-tax inventory effect, special items and the impact of changes in fair value, had an impact of $(2,028) million, comprised of $(910) million for impairments (including $(305) million for the withdrawal of TotalEnergies from Myanmar and the $(89) million impairment related to the end of the Qatargas 1 contract) and $(170) million for the loss on the sale of TotalEnergies’ interest in Yucal Placer in Venezuela, as well as notably the $(1,379) million loss on the sale of TotalEnergies’ interest in Petrocedeño12 to PDVSA in Venezuela and the $(177) million loss on the Utica sale in the United States, restructuring charges related to the voluntary departure plan in France and Belgium, and a positive inventory effect of $1,495 million for the year 2021.
Total income taxes in 2022 amounted to $(22,242) million, 2.3 times greater than $(9,587) million in 2021. For further detail on income taxes, refer to Note 11 to the Consolidated Financial Statements (starting on page F-58).
TotalEnergies SE bought back, in 2022, 140,207,743 TotalEnergies SE shares on the market, i.e., 5.35% of the share capital as of December 31, 2022, of which 128,869,261 million for cancellation and, in 2021, 37,306,005 TotalEnergies SE shares on the market, i.e., 1.4% of the share capital as of December 31, 2021, of which 30,665,526 for cancellation. See also “Item 5. - 5.4.3 Shareholders’ equity”, below.
Fully-diluted earnings per share was $7.85 in 2022 compared to $5.92 in 2021.
8 Net cash flow is a non-GAAP financial measures. Refer to the “Glossary” starting on page 651 of the Universal Registration Document 2023 for the definitions and further information on Non-GAAP measures (alternative performance measures). The reconciliation tables for the non-GAAP financial measures are set forth under “Item 5. – 5.3 Adjusted Items and Reconciliation of non-GAAP financial measures” starting on page 15.
9 Sales in $ / Sales in volume for consolidated affiliates.
10 Sales in $ / Sales in volume for consolidated affiliates.
11 Sales in $ / Sales in volume for consolidated and equity affiliates.
12 Sale of TotalEnergies’ interest in Petrocedeño S.A. to Corporación Venezolana de Petróleo (CVP), an affiliate of Petróleos de Venezuela (PDVSA).
8
Finalized asset sales amounted to:
Finalized acquisitions14 amounted to:
TotalEnergies’ cash flow from operating activities in 2022 was $47,367 million, an increase of 56% compared to $30,410 million in 2021.
In 2022, the change in working capital was a decrease of $1,191 million in accordance with IFRS. The difference of $447 million between IFRS and replacement cost method corresponds to the following adjustments: (i) the pre-tax inventory valuation effect of $501 million, (ii) plus the mark-to-market effect of iGRP’s contracts of $1,640 million, (iii) less the capital gains from renewables project sale of $64 million and (iv) less the organic loan repayments from equity affiliates of $1,630 million.
The change in working capital as determined using the replacement cost method15 excluding the mark-to-market effect of iGRP’s contracts, including capital gain from renewable project sales (effective first quarter 2020) and including organic loan repayment from equity affiliates was a decrease of $1,638 million in 2022, compared to a decrease of $1,270 million in 2021.
TotalEnergies’ cash flow used in investing activities in 2022 was $(15,116) million compared to $(13,656) million in 2021.
Cash flow from operations excluding working capital (CFFO) totaled $45,729 million in 2022, an increase of 57% compared to $29,140 million in 2021. Debt adjusted cash flow (DACF) totaled $47,025 million in 2022, an increase of 53% compared to $30,660 million in 2021.
TotalEnergies’ net cash flow totaled $29,426 million in 2022 compared to $15,833 million in 2021, reflecting the $16.6 billion increase in cash flow from operations excluding working capital (CFFO) and the $3.0 billion increase in net investments to $16,303 million in 2022.
5.2.2 Business segment reporting
Financial information by business segment is reported in accordance with the internal reporting system and shows internal segment information that is used to manage and measure the performance of TotalEnergies and which is reviewed by the main operational decision-making body of TotalEnergies, namely the Executive Committee.
Management presents adjusted financial indicators to assist investors in better understanding, in conjunction with the Company’s financial results presented in accordance with IFRS, the economic performance of the Company. Adjustment items are of three types: inventory valuation effect, effect of changes in fair value, and special items.
Inventory valuation effect: in accordance with IAS 2, TotalEnergies values inventories of petroleum products in its financial statements according to the First-In, First-Out (FIFO) method and other inventories using the weighted-average cost method. Under the FIFO method, the cost of inventory is based on the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on the reported income. Accordingly, the adjusted results of the Refining & Chemicals and Marketing & Services segments are presented according to the replacement cost method. This method is used to assess the segments’ performance and facilitate the comparability of the segments’ performance with those of its main competitors. In the replacement cost method, which approximates the Last-In, First-Out (LIFO) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period rather than the historical value. The inventory valuation effect is the difference between the results under the FIFO and the replacement cost methods.
Effect of changes in fair value: the effect of changes in fair value presented as an adjustment item reflects, for trading inventories and storage contracts, differences between internal measures of performance used by TotalEnergies’ Executive Committee and the accounting for these transactions under IFRS. IFRS requires that trading inventories be recorded at their fair value using period-end spot prices. In order to best reflect the management of economic exposure through derivative transactions, internal indicators used to measure performance include valuations of trading inventories based on forward prices. TotalEnergies, in its trading activities, enters into storage contracts, whose future effects are recorded at fair value in TotalEnergies’ internal economic performance. IFRS precludes recognition of this fair value effect. Furthermore, TotalEnergies enters into derivative instruments to risk manage certain operational contracts or assets. Under IFRS, these derivatives are recorded at fair value while the underlying operational transactions are recorded as they occur. Internal indicators defer the fair value on derivatives to match with the transaction occurrence.
13 As at December 31, 2021, TotalEnergies held an interest of 19.09% in Clean Energy Fuels Corp., an American company listed on NASDAQ and based in California.
14 Acquisitions net of operations with non-controlling interests.
15 For information on the replacement cost method, refer to Note 3 to the Consolidated Financial Statements (starting on page F-23).
9
Special items: due to their unusual nature or particular significance, certain transactions qualifying as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, transactions such as restructuring costs or assets disposals, which are not considered to be representative of the normal course of business, may qualify as special items although they may have occurred in prior years or are likely to occur in following years.
TotalEnergies measures performance at the segment level on the basis of Adjusted net operating income. Adjusted net operating income comprises operating income of the relevant segment after deducting the amortization and the depreciation of intangible assets other than mineral interest, translation adjustments and gains or losses on the sale of assets, as well as all other income and expenses related to capital employed (dividends from nonconsolidated companies, income from equity affiliates and capitalized interest expenses) and after income taxes applicable to the above, excluding the effect of the adjustments describe below.
The income and expenses not included in net operating income adjusted that are included in net income TotalEnergies share are interest expenses related to net financial debt, after applicable income taxes (net cost of net debt), non-controlling interests, and the adjusted items.
The operational profit and assets are broken down by business segment prior to the consolidation and inter-segment adjustments.
Sales prices between business segments approximate market prices.
The profitable growth in the LNG and power integrated value chains are two of the key axes of TotalEnergies’ strategy.
In order to give more visibility to these businesses, the Board of Directors has decided that from the first quarter of 2023, Integrated LNG and Integrated Power results, previously grouped in the Integrated Gas, Renewables & Power (iGRP) segment, would be reported separately as two segments.
A new reporting structure for the business segments’ financial information has been put in place, effective January 1, 2023. It is based on the following five business segments:
An Exploration & Production segment that encompasses the activities of exploration and production of oil and natural gas, conducted in about 50 countries;
An Integrated LNG segment covering the integrated gas chain (including upstream and midstream LNG activities) as well as biogas, hydrogen and gas trading activities;
An Integrated Power segment covering generation, storage, electricity trading and B2B-B2C distribution of gas and electricity;
Marketing & Services segment including the global activities of supply and marketing in the field of petroleum products.
In addition, the Corporate segment includes holdings operating and financial activities.
This new segment reporting has been prepared in accordance with IFRS 8 and according to the same principles as the internal reporting followed by TotalEnergies’ Executive Committee.
For the Integrated LNG and Integrated Power segments, the principles for the preparation of this segment information are as follows:
Due to the change in the Company’s internal organizational structure affecting the composition of the business segments, the segment reporting data for the years 2021 and 2022 has been retrospectively revised.
5.2.2.1 Exploration & Production segment
Hydrocarbon production
EP (kboe/d)
2,034
2,296
2,290
Liquids (kb/d)*
1,492
1,466
1,437
2,900
4,492
4,662
EP excluding novatek (kboe/d)
2,025
2,026
Results (in millions of dollars except effective tax rate)
Adjusted net operating income(1)
including adjusted income from equity affiliates
539
1,335
1,230
Effective tax rate(2)
50.0%
50.8%
45.2%
7,260
9,839
6,382
Organic investments
10,232
7,507
6,690
Net acquisitions
(2,706)
2,520
(167)
Net investments
7,526
10,027
6,523
18,531
27,654
22,009
Cash flow from operations excluding working capital (CFFO)
19,126
26,080
18,717
(1)Adjusted for special items, inventory valuation effect and the effect of changes in fair value. See Note 3 to the Consolidated Financial Statements (starting on page F-23).
(2)Effective tax rate = (tax on adjusted net operating income) / (adjusted net operating income – income from equity affiliates – dividends received from investments – impairment of goodwill + tax on adjusted net operating income).
Exploration & Production (EP) adjusted net operating income was $10,942 million in full-year 2023, down 37% compared to $17,479 million for the full-year 2022, mainly due to lower oil and gas prices.
Adjusted net operating income for the Exploration & Production segment excludes special items.
For the full-year 2023, the exclusion of special items had a positive impact of $1,036 million on the segment’s adjusted net operating income, compared to a positive impact of $12,371 million for the full-year 2022.
10
The segment’s cash flow from operating activities was $18,531 million in full-year 2023, down 33% compared to $27,654 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $19,126 million in full-year 2023, down 27% compared to $26,080 million for the full-year 2022, mainly due to lower oil and gas prices.
For additional information on the EP segment’s capital expenditures, refer to point 1.6 (starting on page 34) of chapter 1 and point 2.1.2 (on page 72) of chapter 2 of the Universal Registration Document 2023, incorporated herein by reference. See also “Item 5. - 5.4 Liquidity and Capital Resources”, below.
EP adjusted net operating income was $17,479 million in 2022, an increase of 67% compared to 2021, due to higher oil and gas prices.
Adjusted net operating income for the EP segment excludes special items.
For the full-year 2022, the exclusion of special items had a positive impact of $12,371 million in 2022 on the segment’s adjusted net operating income, compared to a positive impact of $2,395 million in 2021. The effective tax rate increased from 45.2% in 2021 to 50.8% in 2022.
For the full-year 2022, the segment’s cash flow from operating activities was $27,654 million, an increase of 26% compared to $22,009 million in 2021.
For the full-year 2022, the segment’s cash flow from operations excluding working capital (CFFO) was $26,080 million, an increase of 39% compared to $18,717 million in 2021, due to higher oil and gas prices.
5.2.2.2 Integrated LNG segment
Hydrocarbon production for LNG
Integrated LNG (kboe/d)
449
469
529
58
53
63
2,128
2,267
2,541
Integrated LNG excluding Novatek (kboe/d)
413
483
Liquefied Natural Gas (in Mt)
Overall LNG sales
44.3
48.1
42.0
Incl. Sales from equity production*
15.2
17.0
17.4
Incl. Sales by TotalEnergies from equity production and third party purchases
40.1
42.8
35.1
* The Company’s equity production may be sold by TotalEnergies or by the joint ventures.
Results (in millions of dollars)
2,103
5,637
2,659
3,120
(1,052)
1,292
2,063
519
2,061
1,096
(47)
(910)
3,159
472
1,151
8,442
9,604
(2,765)
7,293
9,784
5,404
Adjusted for special items, inventory valuation effect and the effect of changes in fair value. See Note 3 to the Consolidated Financial Statements (starting on page F-23).
For full-year 2023, hydrocarbon production for LNG (excluding Novatek) was up 9% compared to full-year 2022 due to increased supply to NLNG in Nigeria and higher availability of Ichthys LNG in Australia and Snøvhit in Norway.
For full-year 2023, LNG sales were down 8% compared to full-year 2022, mainly due to lower spot volumes related to lower demand in Europe as a result of a milder winter weather and high inventories.
Integrated LNG adjusted net operating income was $6,200 million in the full-year 2023, a decrease of 37% year-on-year (excluding Novatek), mainly due to the exceptional environment in 2022 linked to the energy crisis in Europe resulting from the Russia-Ukraine conflict.
Adjusted net operating income for the Integrated LNG segment excludes special items and the impact of changes in fair value.
For the full-year 2023, the exclusion of special items and the impact of changes in fair value had a positive impact of $798 million on the segment’s adjusted net operating income, compared to a positive impact of $4,580 million for the full-year 2022.
The segment’s cash flow from operating activities was $8,442 million in the full-year 2023, a decrease of 12% compared to $9,604 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $7,293 million in full-year 2023, a decrease of 25% compared to $9,784 million in full-year 2022 (excluding Novatek), mainly due to lower LNG prices that were partially offset by high margins captured in 2022 on LNG cargoes delivered in 2023.
For information on the segment’s investments, refer to point 1.6 of chapter 1 of the Universal Registration Document 2023 (starting on page 34), incorporated herein by reference. See also “Item 5. - 5.4 Liquidity and Capital Resources” below.
Integrated LNG adjusted net operating income was $11,169 million in the full-year 2022, an increase of 100% compared to $5,591 million in 2021, due to its integrated LNG portfolio, in particular its regasification capacity in Europe, which positioned it to capture the benefit of the favorable pricing environment, and due to the growth of the Integrated Power business.
For the full-year 2022, the exclusion of special items and changes in fair value had a positive impact of $4,580 million on the segment’s adjusted net operating income, compared to a positive impact of $53 million in 2021.
For the full-year 2022, the segment’s cash flow from operating activities was $9,604 million compared to $(2,765) million in the full-year 2021.
For the full-year 2022, the segment’s cash flow from operations excluding working capital (CFFO) was $9,784 million, an increase of 81% compared to $5,404 million in the full-year 2021, for the same reasons as adjusted net operating income.
11
5.2.2.3 Integrated Power segment
Net power production (TWh) (1)
33.4
33.2
21.2
o/w power production from renewables
18.9
10.4
6.8
o/w power production from gas flexible capacities
14.5
22.8
14.4
Portfolio of power generation net installed capacity (GW) (2)
17.3
12.0
9.2
o/w renewables
13.0
7.7
5.1
o/w gas flexible capacities
4.3
4.1
Portfolio of renewable power generation gross capacity (GW) (2), (3)
80.1
69.0
43.0
o/w installed capacity
22.4
16.8
10.3
Clients power – BtB and BtC (Million) (2)
5.9
6.1
Clients gas – BtB and BtC (Million) (2)
2.8
Sales power – BtB and BtC (TWh)
52.1
55.3
56.6
Sales gas – BtB and BtC (TWh)
100.9
96.3
101.2
(1)Solar, wind, hydroelectric and gas flexible capacities.
End of period data.
Includes 20% of Adani Green Energy Ltd’s gross capacity effective in the first quarter of 2021, 50% of Clearway Energy Group’s gross capacity effective in the third quarter of 2022 and 49% of Casa dos Ventos’ gross capacity effective in the first quarter of 2023.
137
201
4,836
4,100
3,699
2,582
1,385
1,280
2,363
2,136
2,075
4,945
3,521
3,355
3,573
66
3,592
2,152
970
720
For the full-year 2023, net power production was 33.4 TWh, an increase of 1% compared to 33.2 TWh in the full-year 2022, as lower generation from flexible capacity, whose utilization rate was exceptional in 2022 due to the energy crisis in Europe, was more than compensated by growing electricity generation from renewables that is related to the integration of 100% of Total Eren and contribution from Clearway in the US and Casa dos Ventos in Brazil.
For the full-year 2023, gross installed renewable power generation capacity was 22.4 GW, an increase of 33% compared to 16.8 GW in the full-year 2022. Gross installed renewable capacity grew by nearly 6 GW in the full-year 2023.
Integrated Power adjusted net operating income was $1,853 million in the full-year 2023, an increase of 90% compared to $975 million in the full-year 2022, demonstrating the performance of its integrated business model along the power value chain: renewables, CCGT, trading, and B2B & B2C marketing.
Adjusted net operating income for the Integrated Power segment excludes special items and the impact of changes in fair value.
For the full-year 2023, the exclusion of special items and the impact of changes in fair value had a positive impact of $173 million on the segment’s adjusted net operating income, compared to a negative impact of $2,070 million for the full-year 2022.
The segment’s cash flow from operating activities was $3,573 million in the full-year 2023, 54.1 times higher compared to $66 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $2,152 million in 2023, 2.2 times higher compared to $970 million in the full-year 2022, with all the segments of the value chain contributing to growth.
Gross installed renewable electricity generation capacity reached 16.8 GW at year-end 2022, up 6.5 GW year-on-year, including nearly 4 GW from the acquisition of 50% of Clearway Energy Group in the United States and 0.8 GW from the start-up of the Al Kharsaah photovoltaic project in Qatar.
TotalEnergies continued to implement its strategy of integrating the electricity and gas chain in Europe. Net electricity generation stood at 33.2 TWh in 2022, an increase of 57% compared to 2021, due to higher utilization rates of flexible power plants (CCGT) as well as a 53% increase in generation from renewable sources. The portfolio of power customers exceeded 6 million at year-end 2022.
Integrated Power adjusted net operating income was $975 million in the full-year 2022, an increase of 49% compared to $652 million in the full-year 2021.
For the full-year 2022, the exclusion of special items and the impact of changes in fair value had a negative impact of $2,070 million on the segment’s adjusted net operating income, compared to a positive impact of $692 million in the full-year 2021.
The segment’s cash flow from operating activities was $66 million in the full-year 2022, 55.2 times lower compared to $3,592 million in the full-year 2021.
The segment’s cash flow from operations excluding working capital (CFFO) was $970 million in the full-year 2022, an increase of 35% compared to $720 million in the full-year 2021.
12
5.2.2.4 Downstream (Refining & Chemicals and Marketing & Services segments)
6,112
8,852
3,527
1,094
2,141
2,213
3,105
2,354
2,576
(2,042)
(159)
(368)
1,063
2,195
2,208
9,914
11,787
8,806
8,171
10,069
5,502
A. Refining & Chemicals segment
Refinery throughput and utilization rates*
Total refinery throughput (kb/d)
1,436
1,472
1,180
414
348
190
Rest of Europe
592
623
568
Rest of world
431
501
423
Utilization rates based on crude only**
81%
82%
64%
Includes refineries in Africa reported in the Marketing & Services segment.
**
Based on distillation capacity at the beginning of the year.
Petrochemicals production and utilization rate
Monomers* (kt)
4,896
5,005
5,775
Polymers (kt)
4,130
4,549
4,938
Steam cracker utilization rate**
69%
76%
90%
*Olefins.
Based on olefins production from steam crackers and their treatment capacity at the start of the year.
1,953
1,177
1,290
2,040
1,319
1,502
(118)
(38)
(217)
1,922
1,281
1,285
7,957
8,663
6,473
5,853
7,704
2,946
Refining throughput decreased 2% in 2023 compared to 2022, mainly due to a slightly lower refinery utilization rate reflecting the major turnaround schedule of the year.
Monomers production decreased 2% in 2023 compared to 2022 and polymers production decreased 9% in 2023 compared to 2022, due to weak demand for chemicals mainly in Europe impacting steam cracker utilization rate. The decrease in Monomers production was partially compensated by the ramp up of ethane cracker unit in Port Arthur in the US.
Refining & Chemicals adjusted net operating income was $4,654 million in the full-year 2023, a decrease of 36% year-on-year, due to the decrease in refining margins and refining throughput.
Adjusted net operating income for the Refining & Chemicals segment excludes any after-tax inventory valuation effect and special items.
For the full-year 2023, the exclusion of the inventory valuation effect had a positive impact of $586 million on the segment’s adjusted net operating income, compared to a negative impact of $337 million for the full-year 2022.
For the full-year 2023, the exclusion of special items had a positive impact of $689 million on the segment’s adjusted net operating income, compared to a positive impact of $990 million for the full-year 2022.
The segment’s cash flow from operating activities was $7,957 million in the full-year 2023, a decrease of 8% compared to $8,663 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $5,853 million in the full-year 2023, a decrease of 24% compared to $7,704 million in the full-year 2022, due to lower refining margins, turnarounds at Satorp in Saudi Arabia, the Port Arthur refinery in the US and at the Antwerp refinery in Belgium and weak petrochemical demand, particularly in Europe, which was partially offset by dividends received from equity affiliates during the fourth quarter of 2023.
For information on the Refining & Chemicals segment’s investments, refer to point 1.6 of chapter 1 of the Universal Registration Document 2023 (starting on page 34), incorporated herein by reference. See also “Item 5. - 5.4 Liquidity and Capital Resources” below.
Refinery throughput increased by 25% in 2022 compared to 2021 due to the increase in the utilization rate of refineries.
Monomer production decreased 13% in 2022 compared to 2021, after the very strong post-COVID-19 increase observed in 2021. Polymer production decreased 8% in 2022 compared to 2021 for the same reason that monomer production decreased.
Refining & Chemicals adjusted net operating income was $7,302 million in the full-year 2022, 3.8 times higher than $1,909 million in the full-year 2021, due to high refining margins in Europe and the United States and higher refinery utilization rates.
13
For the full-year 2022, the exclusion of the inventory valuation effect had a negative impact of $336 million on the segment’s adjusted net operating income, compared to a negative impact of $1,296 million for the full-year 2021.
For the full-year 2022, the exclusion of special items had a positive impact of $989 million on the segment’s adjusted net operating income, compared to a positive impact of $191 million for the full-year 2021.
The segments cash flow from operating activities was $8,663 million in the full-year 2022, an increase of 34% compared to $6,473 million in the full-year 2021.
The segment’s cash flow from operations excluding working capital (CFFO) was $7,704 million in the full-year 2022, 2.6 times higher compared to $2,946 million in the full-year 2021 due to higher refining margins and throughput.
B. Marketing & Services segment
Petroleum product sales (kb/d)*
Total Marketing & Services sales
1,375
1,468
1,503
Europe
776
824
826
599
644
677
Excludes trading and bulk Refining sales.
(859)
964
923
1,065
1,035
1,074
(1,924)
(121)
(151)
914
1,957
3,124
2,333
2,318
2,365
2,556
Marketing & Services adjusted net operating income was $1,458 million in the full-year 2023, a decrease of 6% compared to $1,550 million in the full-year 2022, due to lower sales.
Adjusted net operating income for the Marketing & Services segment excludes any after-tax inventory valuation effect and special items.
For the full-year 2023, the exclusion of the inventory valuation effect had a positive impact of $108 million on the segment’s adjusted net operating income, compared to a negative impact of $194 million in the full-year 2022.
For the full-year 2023, the exclusion of special items had a negative impact of $1,408 million on the segment’s adjusted net operating income, compared to a positive impact of $188 million for the full-year 2022.
The segment’s cash flow from operating activities was $1,957 million in the full-year 2023, a decrease of 37% compared to $3,124 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $2,318 million in the full-year 2023, a decrease of 2% compared to $2,365 million in the full-year 2022.
For information on the Marketing & Services segment’s investments, refer to point 1.6 of chapter 1 of the Universal Registration Document 2023 (starting on page 34), incorporated herein by reference. See also “Item 5. - 5.4 Liquidity and Capital Resources”, below.
Marketing & Services adjusted net operating income was $1,550 million in the full-year 2022, a decrease of 4% compared to $1,618 million in the full-year 2021, mainly impacted by the evolution of the €/$ exchange rate.
For the full-year 2022, the exclusion of the inventory valuation effect had a negative impact of $194 million on the segment’s adjusted net operating income, compared to a negative impact of $236 million for the full-year 2021.
For the full-year 2022, the exclusion of special items had a positive impact of $188 million on the segment’s adjusted net operating income, compared to a positive impact of $125 million for the full-year 2021.
The segment’s cash flow from operating activities was $3,124 million in the full-year 2022, an increase of 34% compared to $2,333 million in the full-year 2021.
The segment’s cash flow from operations excluding working capital (CFFO) was $2,365 million in the full-year 2022, a decrease of 7% compared to $2,556 million in the full-year 2021.
14
5.3 Adjusted Items and Reconciliation of non-GAAP financial measures
A. Adjustment items to net income (TotalEnergies share)
in millions of dollars
Special items affecting net income (TotalEnergies share)
(1,105)
(17,310)
(3,329)
Gain (loss) on asset sales
2,047
1,391
(1,726)
Restructuring charges
(56)
(42)
(308)
Impairments
(2,166)
(15,743)
Other*
(930)
(2,916)
(385)
After-tax inventory effect : FIFO vs. replacement cost
(699)
1,495
Effect of changes in fair value
1,138
(194)
Total adjustments affecting net income
(1,792)
(15,671)
2,028
Adjusted net income (TotalEnergies share)
Other adjustment items for net income for the year amounted to $(930) million including $388 million of revaluation of Total Eren’s previously held equity interest and $(1,318) million mainly due to the impact of the European solidarity contribution and of the Electricity Generation Infra-Marginal Income Contribution in France and of the devaluation of the Argentine peso.
B. Reconciliation of consolidated net income to adjusted net operating income
Consolidated net income (a)
Net cost of net debt (b)
(1,108)
(1,278)
(1,350)
Special items affecting net operating income
(1,384)
(17,559)
(3,388)
1,450
(55)
(315)
(2,297)
(15,759)
(932)
Other
(1,078)
(3,195)
(415)
(694)
531
1,532
Total adjustments affecting net operating income (c)
(2,066)
(15,890)
(2,050)
Adjusted net operating income (a - b - c)
C. Reconciliation of net income (TotalEnergies share) to adjusted EBITDA
Net income - TotalEnergies share
Less: adjustment items to net income (TotalEnergies share)
1,792
15,671
Adjusted net income - TotalEnergies share
Adjusted items
Add: non-controlling interests
274
460
331
Add: income taxes
12,939
20,565
9,211
Add: depreciation, depletion and impairment of tangible assets and mineral interests
12,012
12,316
12,735
Add: amortization and impairment of intangible assets
394
400
401
Add: financial interest on debt
2,820
2,386
1,904
Less: financial income and expense from cash & cash equivalents
(1,585)
(746)
(340)
Adjusted EBITDA
D. Reconciliation of revenues from sales to adjusted EBITDA and net income (TotalEnergies share)
Revenues from sales
218,945
263,206
184,678
Purchases, net of inventory variation
(142,247)
(171,049)
(120,160)
Other operating expenses
(29,808)
(28,745)
(26,754)
Exploration costs
(575)
(574)
(632)
Other income
504
1,349
1,300
Other expense, excluding amortization and impairment of intangible assets
(288)
(1,142)
(543)
Other financial income
1,221
812
762
Other financial expense
(722)
(533)
(539)
Net income (loss) from equity affiliates
3,000
8,254
4,190
Less: depreciation, depletion and impairment of tangible assets and mineral interests
(12,012)
(12,316)
(12,735)
Less: amortization of intangible assets
(394)
(400)
(401)
Less: financial interest on debt
(2,820)
(2,386)
(1,904)
Add: financial income and expense from cash & cash equivalents
1,585
746
340
Less: income taxes
(12,939)
(20,565)
(9,211)
Less: non-controlling interests
(274)
(460)
(331)
Add: adjustment - TotalEnergies share
(2,028)
15
E. Investments – Divestments and reconciliation of cash flow used in investing activities to net investments, to net acquisition and to organic investments
(1) Totalenergies share:
Cash flow used in investing activities (a)
16,454
15,116
13,656
Other transactions with non-controlling interests (b)
—
(50)
(757)
Organic loan repayment from equity affiliates (c)
1,630
626
Change in debt from renewable projects financing (d)*
78
(589)
(356)
Capex linked to capitalized leasing contracts (e)
259
177
111
Expenditures related to carbon credits (f)
48
19
27
Net investments (a + b + c + d + e + f = g - i + h)
of which net acquisitions (g-i)
Acquisitions (g)
6,428
5,872
3,284
Asset sales (i)
7,717
1,421
2,652
Change in debt from renewable projects (partner share)
(81)
279
134
of which organic investments (h)
Capitalized exploration
669
841
Increase in non-current loans
1,845
954
1,231
Repayment of non-current loans, excluding organic loan repayment from equity affiliates
(524)
(1,082)
(531)
Change in debt from renewable projects (TotalEnergies share)
(310)
(222)
*Change in debt from renewable projects (TotalEnergies share and partner share).
(2) Exploration & Production:
22
39
218
147
86
16
2,320
3,134
497
5,026
614
664
1,081
840
154
98
(92)
(171)
(191)
(3) Integrated LNG:
2
1,499
580
1,253
184
157
74
(1,094)
1
570
328
658
(131)
(690)
(143)
(4) Integrated Power:
2,739
2,661
2,462
376
525
(387)
870
397
316
(177)
(83)
(26)
(5) Refining & Chemicals:
(31)
104
(5)
150
270
79
42
(33)
(35)
(67)
(6) Marketing & Services:
84
34
2,008
155
237
152
83
105
(82)
(87)
17
F.
Reconciliation of cash flow from operating activities to cash flow from operations excluding working capital (CFFO), to DACF and to net cash flow
Cash flow from operating activities (a)
(Increase) decrease in working capital (b)*
5,526
2,831
188
Inventory effect (c)
(714)
1,796
Capital gain from renewable project sales (d)
81
64
89
Organic loan repayments from equity affiliates (e)
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e)
Financial charges
(505)
(1,296)
(1,520)
Debt Adjusted Cash Flow (DACF)
Organic investments (g)
Free cash flow after organic investments (f - g)
17,820
33,877
16,465
Net investments (h)
Net cash flow (f - h)
19,109
29,426
15,833
*Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG and Integrated Power sectors’ contracts.
G. Reconciliation of cash flow from operating activities to cash flow from operations excluding working capital (CFFO)
(1) Exploration & Production
(595)
1,596
3,331
(2) Integrated LNG
(7,590)
579
Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG sectors’ contracts.
(3) Integrated Power
1,529
(835)
2,973
(4) Refining & Chemicals
(Increase) decrease in working capital (b)
2,641
823
2,041
(568)
240
1,481
(5) Marketing & Services
(215)
498
(538)
(146)
261
315
18
H. Gearing Ratio
As of and for the year ended December 31 (in millions of dollars)
Current borrowings *
7,869
14,065
13,645
Other current financial liabilities
446
488
372
Current financial assets *, **
(6,256)
(8,556)
(12,183)
Net financial assets classified as held for sale *
Non-current financial debt *
32,722
36,987
41,868
Non-current financial assets *
(1,229)
(1,303)
(1,557)
Cash and cash equivalents
(27,263)
(33,026)
(21,342)
Net debt (a)
6,306
8,617
20,799
Shareholders’ equity - TotalEnergies share
116,753
111,724
111,736
Non-controlling interests
2,700
2,846
3,263
Shareholders' equity (b)
119,453
114,570
114,999
Gearing = a / (a+b)
5.0%
7.0%
15.3%
Leases (c)
8,275
8,096
8,055
Gearing including leases (a+c) / (a+b+c)
10.9%
12.7%
20.1%
*Excludes leases receivables and leases debts.
**Including initial margins held as part of the Company’s activities on organized markets.
I. ROACE (Full-year 2023)
Exploration
Refining
Marketing
&
Integrated
In millions of dollars
Production
LNG
Power
Chemicals
Services
Company
Capital employed at 12/31/2022
65,784
33,671
16,225
7,438
7,593
128,811
Capital employed at 12/31/2023
63,870
36,048
21,511
6,043
7,674
132,222
17.8%
9.8%
69.0%
19.1%
J. Reconciliation of capital employed (balance sheet) and calculation of ROACE
Inter-
Corporate
Adjusted net operating income 2023 (a)
(423)
Balance sheet as of December 31, 2023
Property plant and equipment intangible assets net
84,876
24,936
12,526
12,287
6,696
678
141,999
Investments & loans in equity affiliates
2,630
13,905
9,202
4,167
553
30,457
Other non-current assets
3,451
2,720
1,027
1,258
141
9,274
Inventories, net
1,463
1,784
689
11,582
3,798
19,317
Accounts receivable, net
6,849
10,183
7,601
20,010
9,024
683
(30,908)
23,442
Other current assets
6,218
9,782
6,963
2,383
3,465
1,817
(9,807)
20,821
Accounts payable
(6,904)
(11,732)
(8,114)
(33,864)
(10,693)
(798)
30,770
(41,335)
Other creditors and accrued liabilities
(9,875)
(11,653)
(6,985)
(6,152)
(5,707)
(6,300)
9,945
(36,727)
Working capital
(2,249)
(1,636)
(6,041)
(113)
(4,597)
(14,482)
Provisions and other non-current liabilities
(25,152)
(3,877)
(1,790)
(3,706)
(1,267)
854
(34,938)
Assets and liabilities classified as held for sale - Capital employed
314
392
881
1,724
Capital Employed (Balance sheet)
7,521
8,008
(2,924)
134,034
Less inventory valuation effect
(1,478)
(334)
(1,812)
Capital Employed at replacement cost (b)
Balance sheet as of December 31, 2022
87,833
24,189
11,525
8,120
139,032
2,138
12,065
8,804
4,431
451
27,889
3,069
3,342
327
1,050
130
8,488
1,260
2,312
1,836
12,888
4,640
22,936
7,312
11,110
12,515
19,297
8,482
1,407
(35,745)
24,378
6,347
21,344
12,914
2,410
3,787
2,455
(13,187)
36,070
(6,298)
(11,846)
(14,881)
(30,673)
(12,082)
(1,313)
35,747
(41,346)
(11,452)
(24,796)
(10,940)
(7,215)
(5,115)
(5,942)
13,185
(52,275)
(2,831)
(1,876)
1,444
(3,293)
(3,393)
(10,237)
(24,633)
(4,049)
(1,201)
(3,760)
694
(34,252)
208
363
9,473
8,030
(1,900)
131,283
(2,035)
(437)
(2,472)
Capital Employed at replacement cost (c)
ROACE 2023 as a percentage (a / average (b + c))
98.0%
Adjusted net operating income 2022 (a)
(263)
Balance sheet as of December 31, 2021
86,418
24,901
6,624
11,884
8,578
638
139,043
6,337
15,891
4,610
3,729
486
31,053
4,441
2,504
855
608
1,105
309
9,822
1,887
1,344
11,482
3,957
19,952
6,621
10,345
6,202
17,280
7,597
(26,808)
21,983
5,643
28,256
7,486
2,068
2,802
1,475
(12,586)
35,144
(6,116)
(12,446)
(6,923)
(28,055)
(9,291)
(857)
26,851
(36,837)
(8,645)
(21,547)
(9,546)
(5,333)
(4,687)
(5,585)
12,543
(42,800)
(1,216)
6,495
(1,437)
(2,558)
378
(4,220)
(24,613)
(3,137)
(1,358)
(3,840)
581
(33,845)
308
338
71,675
46,654
9,324
9,823
9,069
(2,692)
143,853
(1,754)
(286)
(2,040)
8,069
8,783
141,813
ROACE 2022 as a percentage (a / average (b + c))
25.4%
27.8%
7.6%
94.2%
K. Payout
Dividend paid (parent company shareholders) (a)
7,517
9,986
8,228
Repayment of treasury shares
9,167
7,711
1,823
of which buy-backs (b)
9,000
7,019
Cash flow from operations excluding working capital (CFFO) (c)
Payout ratio = (a+b) / c
46.0%
37.2%
33.4%
20
5.4 Liquidity and capital resources
Including (increase) decrease in working capital
6,091
1,191
(616)
Total expenditures
(24,860)
(19,802)
(16,589)
Total divestments
8,406
4,686
2,933
Cash flow from/(used in) financing activities
(29,730)
(19,272)
(25,497)
Net increase (decrease) in cash and cash equivalents
(5,505)
12,979
(8,743)
Effect of exchange rates
(258)
(1,295)
(1,183)
Cash and cash equivalents at the beginning of the period
33,026
21,342
31,268
Cash and cash equivalents at the end of the period
27,263
TotalEnergies’ cash requirements for working capital, capital expenditures, acquisitions and dividend payments over the past three years were financed primarily by a combination of funds generated from operations, net borrowings and divestments of assets. In the current environment, TotalEnergies expects its external debt to be principally financed from the international debt capital markets. TotalEnergies continually monitors the balance between cash flow from operating activities and net expenditures. In TotalEnergies SE’s opinion, its working capital is sufficient for its present requirements.
5.4.1 Cash flow
Cash flow from operating activities in 2023 was $40,679 million compared to $47,367 million in 2022 and $30,410 million in 2021, a decrease of $6,688 million from 2022 to 2023.
Cash flow used in investing activities in 2023 was $16,454 million compared to $15,116 million in 2022 and $13,656 million in 2021. The increase of $1,338 million from 2022 to 2023 was mainly due to higher expenditures in the Integrated LNG and in the Integrated Power segments. The increase of $1,460 million from 2021 to 2022 was mainly due to higher expenditures in the Exploration & Production segment. TotalEnergies expenditures in 2023 were $24,860 million compared to $19,802 million in 2022 and $16,589 million in 2021. During 2023, 50% of the expenditures were made by the Exploration & Production segment (as compared to 54% in 2022 and 44% in 2021), 14% by the Integrated LNG segment (as compared to 6% in 2022 and 14% in 2021), 22% by the Integrated Power segment (as compared to 26% in 2022 and 24% in 2021), 9% by the Refining & Chemicals segment (compared to 7% in 2022 and 10% in 2021) and 5% by the Marketing & Services segment (compared to 6% in 2022 and 7% in 2021). The main source of funding for the expenditures was cash from operating activities in 2023, cash from operating activities and issuances of non-current debt in 2022 and cash from operating activities and net repayment in 2021.
For additional information on expenditures, please refer to the discussions in “Item 5.- 5.1 Overview”, “Item 5.- 5.2 TotalEnergies results 2021-2023” and “Item 5.- 5.2.2 Business segment reporting” above, and point 1.6 of chapter 1 of the Universal Registration Document 2023 (starting on page 34), incorporated herein by reference and Note 15.1.D to the Consolidated Financial Statements on page F-73.
Divestments, based on selling price and net of cash sold, in 2023 were $8,406 million compared to $4,686 million in 2022 and $2,933 million in 2021. In 2023, TotalEnergies’ principal divestments were assets sales of $7,717 million compared to $1,421 million in 2022 and $2,652 million in 2021, consisting mainly of the sales described in “Item 5.- 5.2.1 TotalEnergies results 2021-2023” above.
Cash flow from/(used in) financing activities in 2023 was $(29,730) million compared to $(19,272) million in 2022 and $(25,497) million in 2021. The increase of $(10,458) million in cash flow used in financing activities in 2023 compared to 2022 was mainly due to a decrease in current borrowings of $(14,289) million in 2023 compared to $(6,073) million in 2022. The decrease in cash flow used in financing activities in 2022 compared to 2021 was mainly due to the decrease in the net issuance of non-current debt of $1,108 million in 2022 compared to a net repayment of (359) million in 2021, to a significant decrease in current financial assets and liabilities ($3,944 million in 2022 compared to $(8,075) million in 2021) due to a decrease in initial margins held as part of TotalEnergies’ activities on organized markets partially compensated by an increase in buyback of shares ($7,711 million in 2022 compared to $1,823 million in 2021).
5.4.2 Indebtedness
TotalEnergies’ non-current financial debt at year-end 2023 was $40,478 million, compared to $45,264 million at year-end 2022 and $49,512 million at year-end 2021. For further information on the level of borrowing and the type of financial instruments, including maturity profile of debt and currency and interest rate structure, see point 1.9.2 of chapter 1 in the Universal Registration Document 2023 (starting on page 63), incorporated herein by reference and Note 15 (“Financial structure and financial costs”) to the Consolidated Financial Statements starting on page F-69. For further information on the treasury policies, including the use of instruments for hedging purposes and the currencies in which cash and cash equivalents are held, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.
Cash and cash equivalents at year-end 2023 were $27,263 million compared to $33,026 million at year-end 2022 and $21,342 million at year-end 2021.
5.4.3 Shareholders’ equity
Shareholders’ equity at year-end 2023 was $119,453 million, compared to $114,570 million million at year-ended 2022 and $114,999 million at year-end 2021.
Changes in shareholders’ equity in 2023 were primarily due to the impacts of comprehensive income, dividend payments, the buy-back of TotalEnergies SE shares, and the repurchase of €1 billion notional amount of perpetual subordinated notes issued in 2016.
Changes in shareholders’ equity in 2022 were primarily due to the impacts of comprehensive income, dividend payments, and the buy-back of TotalEnergies SE shares.
Changes in shareholders’ equity in 2021 were primarily due to the impacts of comprehensive income, dividend payments, the buy-back of TotalEnergies SE shares and the issuance of perpetual subordinated notes issued by TotalEnergies SE in January 2021, in two tranches of €1.5 billion (callable in 2027 and 2032), recorded as equity for approximately €3.3 billion (or approximately $3.6 billion using the €/$ exchange rate on January 29, 2021 of €1=$1.2135 as released by the Board of Governors of the Federal Reserve System February 1, 2021).
21
Variation of the number of shares composing the share capital
As of December 31, 2021(a)
2,640,429,329
Capital reduction by cancellation of treasury shares(b)
(30,665,526)
Deferred contribution pursuant to the 2017 capital increase reserved for employees
9,471
2022 Capital increase reserved for employees
9,358,011
As of December 31, 2022(c)
2,619,131,285
(214,881,605)
2023 Capital increase reserved for employees
8,002,155
As of December 31, 2023(d)
2,412,251,835
TotalEnergies share buyback
Total number of
Shares repurchased for cancellation
Shares allocated to performance
Fiscal year
shares purchased
(Units/$)
share plans
144,700,577
142,569,920 / 9.00 billion
2,130,657
140,207,743
128,869,261 / 7.02 billion
11,338,482
37,306,005
30,665,526 / 1.5 billion
6,640,479
5.4.4 Net-debt-to-capital ratio
As of December 31, 2023, TotalEnergies’ net-debt-to-capital ratio excluding leases1 and including initial margins held as part of its activities on organized markets was 5.0% compared to 7.0% and 15.3% at year-ends 2022 and 2021, respectively. The decreases from 2022 to 2023 and from 2021 to 2022 were mostly due to the change in net debt. For additional information, please refer to the Notes to the Consolidated Financial Statements (starting on page F-14).
For information on committed credit facilities and liquidity risk, please refer to Note 15.3 to the Consolidated Financial Statements (starting on page F-79).
5.4.5 Material cash requirements
In 2023, the largest part of TotalEnergies’ capital expenditures of $24,860 million was made up of additions to intangible assets and property, plant and equipment (approximately 70%), with the remainder attributable to equity-method affiliates and to acquisitions of subsidiaries.
In the Exploration & Production segment, as described in more detail under point 9.1.6 and 9.1.7 of chapter 9 of the Universal Registration Document 2023 (beginning on page 549), incorporated herein by reference, capital expenditures in 2023 were principally development costs (approximately 77%), exploration expenditures (successful and unsuccessful, approximately 4%) and acquisitions (approximately 19%).
In the Integrated LNG segment, approximately 71% of capital expenditures were related mainly to facilities investments with the balance being related mainly to acquisitions.
In the Integrated Power segment, approximately 50% of capital expenditures were related to acquisitions in renewables with the balance being related mainly to investments.
In the Refining & Chemicals segment, approximately 79% of capital expenditures in 2023 were related to refining and petrochemical activities (essentially 62% for existing units including maintenance and major turnarounds and 38% for business development), the balance being related to Hutchinson and investments in low carbon activities.
In the Marketing & Services segment, approximately 99% of capital expenditures in 2023 were focused on development expenditures, mainly in Europe and Africa.
For additional information on capital expenditures, refer to the discussion above in “Item 5.- 5.1 Overview”, “Item 5.- 5.2 TotalEnergies results 2021-2023” and “Item 5.- 5.3 Business segment reporting”, above, as well as point 1.5 of chapter 1 (on page 31) of the Universal Registration Document 2023, incorporated herein by reference.
As of December 31, 2023, TotalEnergies’ material contractual obligations include debt obligations net of hedging instruments, purchases obligations, asset retirement obligations and lease obligations. For additional information on TotalEnergies’ contractual obligations, refer to Note 13 to the Consolidated Financial Statements (starting on page F-63). TotalEnergies has other obligations in connection with pension plans that are described in Note 10 (“Payroll, staff and employee benefits obligations”) to the Consolidated Financial Statements (starting on page F-55). These obligations are not contractually fixed as to timing and amount. Other non-current liabilities, detailed in Note 12 (“Provisions and other non-current liabilities”) to the Consolidated Financial Statements (starting on page F-60), are liabilities related to risks that are probable and amounts that can be reasonably estimated. However, no contractual agreements exist related to the settlement of such liabilities, and the timing of the settlement is not known.
1 For additional information, refer to Note 15.1(E) to the Consolidated Financial Statements (starting on page F-76).
TotalEnergies estimates the combination of its sources of capital will continue to be adequate to fund its short- and long- term contractual obligations.
Information on TotalEnergies’ guarantees and other commitments and contingencies are presented in Note 13 (“Off balance sheet commitments and contractual obligations”) to the Consolidated Financial Statements (starting on page F-63). TotalEnergies does not currently consider that these guarantees, or any other off-balance sheet arrangements of TotalEnergies or any other members of TotalEnergies, have or are reasonably likely to have, currently or in the future, a material effect on the TotalEnergies’ financial condition, changes in financial condition, revenues or expenses, results of operation, liquidity, capital expenditures or capital resources.
5.5 Research and development
For a discussion of TotalEnergies’ R&D policies and activities, refer to points 1.5.2 and 1.6 of chapter 1 (starting on pages 33 and 34, respectively) of the Universal Registration Document 2023, incorporated herein by reference.
5.6 Situation of the Company in Russia at March 24, 2024
The Company presents in the section below an update on the situation since the invasion of Ukraine by Russia on February 24, 2022 and its impact on its activities carried out by TotalEnergies in connection with Russia.
Principal activities of TotalEnergies in connection with Russia and principles of conduct
On March 1, 2022, TotalEnergies announced that it condemns Russia’s military aggression against Ukraine, supports the scope and strength of the sanctions put in place by Europe that will be implemented by the Company regardless of the consequences on its asset management, and that it will no longer provide capital for new projects in Russia.
On March 22, 2022, considering the worsening conflict, TotalEnergies reaffirmed its firmest condemnation of Russia’s military aggression against Ukraine, which has tragic consequences for the Ukrainian population and threatens peace in Europe. To act responsibly, as a European company and in accordance with its values, the Company defined clear principles of conduct for managing its Russian related business:
TotalEnergies restated that it did not operate any oil or gas field, or Liquefied Natural Gas (LNG) plant, in Russia and that was a minority shareholder, at that time, in a number of non-state-owned Russian companies: Novatek (19.4%)2, Yamal LNG (20%)3, Arctic LNG 2 (10%)4, TernefteGaz (49%)5 and partner with 20% in the Kharyaga joint venture operated by Zarubezhneft6, without any activity or operational responsibility on those sites.
On the same day, concerning the Arctic LNG 2 project in particular, given the uncertainty created by technological and financial sanctions on the ability to carry out the Arctic LNG 2 project currently under construction and their probable tightening with the worsening conflict, TotalEnergies SE decided no longer to record proven reserves for Arctic LNG 2 in its accounts.
On April 27, 2022, considering the new sanctions adopted by the European authorities on April 8, 2022, notably prohibiting export from European Union countries of goods and technology for use in the liquefaction of natural gas benefitting a Russian company, it appeared that these new prohibitions constituted additional risks on the execution of the Arctic LNG 2 project. As a result, TotalEnergies decided to record in its accounts, as of March 31, 2022, an impairment of $4.1 billion, concerning notably Arctic LNG 2.
On July 28, 2022, in the context of its second quarter and first half 2022 results, TotalEnergies announced that had recorded in its accounts a new $3.5 billion impairment charge related mainly to the potential impact of international sanctions on the value of its Novatek stake.
On August 26, 2022, TotalEnergies restated that in the context of the implementation of its principles of conduct, it would continue its duty to contribute toward securing Europe’s gas supply from the Yamal LNG plant within the framework of long-term contracts that it must honor as long as Europe’s governments do not impose sanctions on Russian gas.
TotalEnergies had also announced the gradual suspension of its activities in Russia that do not contribute to the security of energy supply of Europe. This included assets producing oil (Kharyaga field) and gas for the local Russian market (Termokarstovoye field) as well as other local businesses (lubricants, batteries) which were mothballed in the first half of 2022.
In accordance with these principles, TotalEnergies had announced on July 6, 2022 the sale of its remaining 20% interest in the Kharyaga oil project to Zarubezhneft. This sale was finalized on August 3, 2022. The Company also announced that it had agreed on July 18, 2022, to sell to Novatek TotalEnergies’ 49% interest in Terneftegaz, which operates the Termokarstovoye gas and condensates field in Russia, on economic terms enabling TotalEnergies to recover the outstanding amounts invested in the field. This sale was finalized on September 15, 2022.
On October 27, 2022, in the context of its third quarter 2022 results, TotalEnergies announced that had recorded in its accounts a new $3.1 billion impairment charge related mainly to the potential impact of international sanctions on the value of its Novatek stake.
On December 9, 2022, TotalEnergies reiterated that it holds a 19.4% stake in Novatek, that it cannot sell given the shareholders’ agreements in effect, as it is forbidden for TotalEnergies to sell any asset to one of Novatek’s main shareholders who is under sanctions.
The Company highlighted that in view of the European sanctions in force since the beginning of the war, the two directors representing TotalEnergies on the board of directors of Novatek have to abstain from voting in meetings of the board of directors of this company, in particular on financial matters and that they are therefore no longer in a position to fully carry out their duties on the board, which might become an issue for the governance of this company.
2 Novatek is a Russian company listed on the Moscow stock exchange, and in which TotalEnergies held an interest of 19.4% as of December 31, 2023.
3 Yamal LNG is a Russian company jointly owned by Novatek, TotalEnergies EP Yamal (20.02%), YAYM Limited, and China National Oil and Gas Exploration Development Company (CNODC), a subsidiary of CNPC, as of December 31, 2023.
4 Arctic LNG 2 is a Russian company jointly owned by Novatek, TotalEnergies EP Salmanov (10%), CNODC Dawn Light Limited, CEPR Limited and Japan Arctic LNG, as of December 31, 2023.
5 Terneftegas is a company jointly owned by Novatek, and TotalEnergies EP Termokarstovoye SAS (49%) before the sale of its interest finalized on September 15, 2022.
6 Kharyaga is a non-incorporated joint venture with Zarubezhneft (operator, 40%), Equinor (30%) and Nenets Oil Company (10%). TotalEnergies finalized on August 3, 2022 the sale of its 20% interest in Kharyaga à Zarubezhneft.
23
Under these circumstances, the Board of Directors of TotalEnergies decided to withdraw the representatives of the Company from the board of Novatek with immediate effect. As a result, as the criteria for significant influence within the meaning of the accounting regulations that apply to the Company are not met, TotalEnergies will no longer equity account for its 19.4% stake in Novatek in the Company’s accounts. In addition, TotalEnergies will no longer book reserves for its interest in Novatek.
On February 8, 2023, TotalEnergies announced that it had recorded in its accounts for the fourth quarter results a new $4.1 billion impairment charge related to the deconsolidation of Novatek.
Russian assets were fully impaired in 2022, with the exception of the shares held in the Yamal LNG company. In total, the impact of impairments and provisions recorded in 2022 due to the Russian-Ukrainian conflict amounted to $(14,756) million in TotalEnergies’ net result.
On November 2, 2023, the Arctic LNG 2 company was placed under sanctions by the US authorities. TotalEnergies initiated the contractual suspension procedure provided for in the Arctic LNG 2 shareholders’ agreement and that of force majeure for the LNG purchase contract from Arctic LNG 2. These procedures, upon their notification, resulted in the suspension of TotalEnergies’ rights and obligations under these agreements, thus implying in particular the suspension of the participation of TotalEnergies’ representatives in the governance bodies of Arctic LNG 2. As a result, the 10% interest held by TotalEnergies in Arctic LNG 2 is no longer accounted for using the equity method in the Company’s accounts as of December 31, 2023 but is recorded under “other investments”. As mentioned above, as the shares in Arctic LNG 2 were fully impaired in 2022, this deconsolidation had no impact on the 2023 financial statements.
The Company has also ensured the absence of depreciation to be accounted for on Yamal LNG, by testing the value of its equity accounted investment which amounts to $4,560 million as of December 31, 2023.
With regard to the participation in Novatek, in the absence of any new event, the assessments and judgments taken into account on December 31, 2022 in the accounting and valuation method remain unchanged at December 31, 2023. As the criteria for significant influence are no longer met within the meaning of IAS 28 “Investments in associates and joint ventures”, TotalEnergies’ 19.4% interest in Novatek has no longer been accounted for using the equity method in the Company’s financial statements since the end of the fourth quarter of 2022.
Depending on the developments of the Russian-Ukrainian conflict and the measures that the European and American authorities may take, the activities of TotalEnergies in Russia, in particular those relating to the Yamal LNG asset, could be affected in the future.
The table below presents TotalEnergies’ producing assets and entities in Russia as of December 31, 2023, the interest held in the asset or entities (TotalEnergies share in %).
Producing assets as of December 31, 2023 in Russia
Exploration & Production segment
Integrated LNG segment
Non operated: None.
Non operated: Yamal LNG (20.02%)
TotalEnergies no longer equity account for its 19.4% stake in Novatek as of December 31, 2022.
The tables below present the average daily production of liquids and natural gas of TotalEnergies in Russia, as well as the Upstream Capital Employed per project in Russia as of December 31, 2023.
TotalEnergies' average daily liquids and natural gas production in Russia in 2023
Liquids
Natural gas
Total
kb/d(a)
Mcf/d(b)
kboe/d
Russia
577
including production share of equity affiliates
Yamal LNG
575
110.5
Upstream Capital Employed in Russia as of and for the year ended December 31 (M$)
Novatek
0
6,243
4,560
4,626
4,333
Arctic LNG 2
2,450
Provisions
(1,822)
(1,752)
Total Upstream Capital Employed
2,738
2,874
13,026
Activities in Russia in 2023
In the Integrated LNG segment, LNG production in Russia was from the Yamal LNG project. This development project of the onshore South Tambey field (gas and condensates) located on the Yamal peninsula was launched in 2013 by the company Yamal LNG. TotalEnergies holds a direct 20.02% interest in the project through its subsidiary TotalEnergies EP Yamal. The project includes a four-train gas liquefaction plant with a nominal capacity of 17.4 Mt/y of LNG.
In addition, TotalEnergies holds a 10% direct interest in the Arctic LNG 2 project (19.8 Mt/y, under construction) since 2019 through its subsidiary TotalEnergies EP Salmanov.
Since July 2021, TotalEnergies has also held a direct interest of 10% via TotalEnergies EP Transshipment in Arctic Transshipment7, which was established to serve Arctic LNG 2 in order to enable the transfer of LNG cargoes from Arctic LNG carriers (icebreakers) to conventional LNG carriers at transshipment terminals in Murmansk and Kamchatka.
Given the uncertainties that technological and financial sanctions pose on the ability to complete the Arctic LNG 2 project, TotalEnergies has ceased to recognize as proved reserves the resources associated with the Arctic LNG 2 project since December 31. 2021, and has provisioned in its accounts the value of its investments as of March 31, 2022. TotalEnergies no longer recorded reserves from its interest in Novatek.
7 Arctic Transshipment is a Russian company jointly owned by Novatek (90%) and TotalEnergies EP Transshipment (10%) at December 31, 2023.
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The American Office of Foreign Assets Control (OFAC) designated, on September 14, 2023 and November 2, 2023, respectively, Arctic Transshipment and Arctic LNG 2 as Specially Designated Nationals with immediate effect subject to temporary exceptions under licenses issued by the OFAC. As a consequence of these designations, US persons are prohibited to deal with these two entities. All non-US persons are exposed to the risk of US secondary sanctions if they provide material support to these entities. Since April 18, 2023, TotalEnergies EP Transshipment has not participated in any governance body and has not paid any cash calls to Arctic Transshipment. The Company is party to an LNG purchase contract with Arctic LNG 2, for which the Company had indicated that it could not terminate it early without exposing itself financially to significant consequences in the absence of economic sanctions, and that it would exercise the force majeure clauses provided for in the contract to interrupt it if sanctions were imposed. On November 2, 2023, Arctic LNG 2 was placed under sanctions by the US authorities. As a result, in accordance with what it announced, on November 7, 2023, TotalEnergies initiated the contractual suspension procedure provided for in the Arctic LNG 2 shareholders’ agreement and the force majeure procedure for the LNG purchase contract with Arctic LNG 2. Upon notification of these procedures, TotalEnergies’ rights and obligations under these contracts were suspended (refer to point 3.2. of Chapter 3 of the Universal Registration Document 2023).
In the Marketing & Services segment, TotalEnergies stopped producing lubricants in Russia at the end of May 2022, in accordance with its principles of conduct published on March 22, 2022, and announced the sale of these activities in March 2023 to a company created by the Russian management team of the subsidiary TotalEnergies Marketing Russia.
For more detailed information on economic sanctions against Russia, see Section 3.2 of Chapter 3 of the Universal Registration Document 2023 (starting on page 140), incorporated herein by reference.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
The following information concerning directors and senior management from the Universal Registration Document 2023 is incorporated herein by reference:
composition of the Board of Directors (introduction and point 4.1.1 of chapter 4, starting on page 190); and
information concerning the General Management (point 4.1.5 of chapter 4, starting on page 230).
The following information concerning compensation from the Universal Registration Document 2023 is incorporated herein by reference:
responsible compensation policy (point 5.6.1.2 of chapter 5, starting on page 336); and
compensation for the administration and management bodies (point 4.3 of chapter 4, starting on page 238).
The following information concerning Board practices and corporate governance from the Universal Registration Document 2023 is incorporated herein by reference:
functioning of the Board of Directors (point 4.1.2 of chapter 4, starting on page 215);
report of the Lead Independent Director on her mandate (point 4.1.3 of chapter 4, starting on page 227);
assessment of the Board of Directors practices (point 4.1.4 of chapter 4, on page 229); and
statement regarding corporate governance (point 4.2 of chapter 4, on page 238).
The following information concerning employees and share ownership from the Universal Registration Document 2023 is incorporated herein by reference:
responsible management of the company’s workforce (point 5.6.1.1 of chapter 5, starting on page 334);
shares held by the administration and management bodies (point 4.1.6 of chapter 4, starting on page 236); and
employee shareholding (point 6.4.2 of chapter 6, on page 402).
TotalEnergies believes that the relationship between its management and labor unions is, in general, satisfactory.
ITEM 6F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The following information concerning shareholders from the Universal Registration Document 2023 is incorporated herein by reference:
major shareholders (point 6.4.1 of chapter 6, starting on page 401); and
shareholding structure (point 6.4.3 of chapter 6, on page 403).
TotalEnergies’ main transactions with related parties (principally all the investments carried under the equity method) and the balances receivable from and payable to them are shown in point 8.3 of Note 8 (“Equity affiliates, other investments and related parties”) to the Consolidated Financial Statements (on page F-48). In the ordinary course of its business, TotalEnergies enters into transactions with various organizations with which certain of its directors or executive officers may be associated, but no such transactions of a material or unusual nature have been entered into during the period commencing on January 1, 2021 and ending on the date of this document. For further information on regulated agreement and undertakings and related-party transactions, refer to point 4.4.1 of chapter 4 of the Universal Registration Document 2023 (on page 267), incorporated herein by reference.
ITEM 8. FINANCIAL INFORMATION
The following information from the Universal Registration Document 2023 is incorporated herein by reference:
legal and arbitration proceedings (point 3.5 of chapter 3, on page 152);
dividend policy and other related information (point 6.2 of chapter 6, starting on page 395);
supplemental oil and gas information (points 9.1 and 9.2 of chapter 9, starting on page 536);
report on payments made to governments (point 9.3 of chapter 9, starting on page 553); and
reporting of payments to governments for purchases of oil, gas and minerals (EITI reporting) (point 9.4 of chapter 9, starting on page 584).
The Consolidated Financial Statements and Notes thereto are included in pages F-9 et seq. attached hereto.
Except for certain events mentioned in “Item 5. Operating and financial review and prospects ” and point 3.5 of chapter 3 (on page 152) of the Universal Registration Document 2023, incorporated herein by reference and Note 17 to the Consolidated Financial Statements (on page F-87), no significant changes to TotalEnergies’ financial or commercial situation have occurred since the date of the Consolidated Financial Statements.
Refer to “Item 18. Financial statements” for the reports of the statutory auditors.
ITEM 9. THE OFFER AND LISTING
9.1 Markets
The main trading markets for the TotalEnergies shares are the following: Euronext Paris (France) and the New York Stock Exchange (“NYSE”, United States). The shares are also listed on Euronext Brussels (Belgium) and the London Stock Exchange (United Kingdom).
9.2 Offer and listing details
Provided below is certain information on trading on Euronext Paris and the NYSE. For additional information on listing details and share performance, refer to point 6.1 in chapter 6 of the Universal Registration Document 2023 (starting on page 392), incorporated herein by reference.
9.2.1 Trading on Euronext Paris
Official trading of listed securities on Euronext Paris, including the TotalEnergies shares, is transacted through EU investment service providers that are members of Euronext Paris and takes place continuously on each business day in Paris from 9:00 a.m. to 5:30 p.m. (Paris time), with a fixing of the closing price at 5:35 p.m. (Paris time). Euronext Paris may suspend or resume trading in a security listed on Euronext Paris if the quoted price of the security exceeds certain price limits defined by the regulations of Euronext Paris. The Euronext Paris ticker symbol for TotalEnergies SE is TTE.
The markets of Euronext Paris settle and transfer ownership two trading days after a transaction (T+2). Highly liquid shares, including those of TotalEnergies SE, are eligible for deferred settlement (Service de Règlement Différé - SRD). Payment and delivery for shares under the SRD occurs on the last trading day of each month. Use of the SRD service requires payment of a commission.
In France, the TotalEnergies shares are included in the principal index published by Euronext Paris (the “CAC 40 Index”). The CAC 40 Index is derived daily by comparing the total market capitalization of forty stocks traded on Euronext Paris to the total market capitalization of the stocks that made up the CAC 40 Index on December 31, 1987. Adjustments are made to allow for expansion of the sample due to new issues. The CAC 40 Index indicates trends in the French stock market as a whole and is one of the most widely followed stock price indices in France. In the UK, the shares are included in both FTSE Eurotop 100 and FTSEurofirst 100 indices. As a result of the creation of Euronext, the TotalEnergies shares are included in Euronext 100, the index representing Euronext’s blue chip companies based on market capitalization. The TotalEnergies shares are also included in the Stoxx Europe 50 and Euro Stoxx 50, blue chip indices comprised of the fifty most highly capitalized and most actively traded equities throughout Europe and within the European Monetary Union, respectively.
9.2.2 Trading on the New York Stock Exchange
American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”) have been listed on the NYSE since October 25, 1991. JPMORGAN CHASE BANK, N.A. serves as depositary with respect to the ADSs evidenced by ADRs traded on the NYSE. One ADS corresponds to one TotalEnergies share.
The NYSE ticker symbol for TotalEnergies SE is TTE.
ITEM 10. ADDITIONAL INFORMATION
10.1 Share capital
information concerning the share capital (point 7.1 of chapter 7, starting on page 408);
the use of delegations of authority and power granted to the Board of Directors with respect to share capital increases and authorization for share cancellation (point 4.4.2 of chapter 4, starting on page 268);
information on share buybacks (point 6.3 of chapter 6, starting on page 398); and
factors likely to have an impact in the event of a public takeover or exchange offer (point 4.4.4 of chapter 4, starting on page 270).
10.2 Memorandum and articles of association
information concerning the articles of incorporation and bylaws, and other information (point 7.2 of chapter 7, starting on page 409); and
participation of shareholders at shareholders’ meetings (point 4.4.3 of chapter 4, on page 269).
10.3 Material contracts
There have been no material contracts (not entered into in the ordinary course of business) entered into by members of TotalEnergies since March 29, 2022.
10.4 Exchange controls
Under current French exchange control regulations, no limits exist on the amount of payments that TotalEnergies may remit to residents of the United States. Laws and regulations concerning foreign exchange controls do require, however, that an accredited intermediary must handle all payments or transfer of funds made by a French resident to a non-resident.
10.5 Taxation
10.5.1 General
This section generally summarizes the material U.S. federal income tax and French tax consequences of owning and disposing of shares or ADSs of TotalEnergies SE to U.S. Holders that hold their shares or ADSs as capital assets for tax purposes. A U.S. Holder is a beneficial owner of shares or ADSs that is (i) a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a domestic corporation or other domestic entity treated as a corporation for U.S. federal income tax purposes, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.
This section does not address the Medicare tax on net investment income, the application of special accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended (“IRC”), U.S. federal estate or gift taxes or any taxes from jurisdictions other than the United States and France. This section does not apply to members of special classes of holders subject to special rules, including without limitation:
broker-dealers;
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
tax-exempt organizations;
certain financial institutions;
insurance companies;
U.S. pension funds;
U.S. Regulated Investment Companies (RICs), Real Estate Investment Trusts (REITs), and Real Estate Mortgage Investment Conduits (REMICs);
persons who are liable for the alternative minimum tax;
persons that actually or constructively own 10% or more of the shares of TotalEnergies SE (by vote or value);
persons who acquired the shares or ADSs pursuant to the exercise of any employee share option or otherwise as consideration;
persons that purchase or sell shares or ADSs as part of a wash sale for U.S. federal income tax purposes;
persons holding offsetting positions in respect of the shares or ADSs (including as part of a straddle, hedging, conversion or integrated transaction);
U.S. expatriates; and
persons whose functional currency is not the U.S. dollar.
If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of a partnership holding these shares or ADSs should consult their tax advisors as to the tax consequences of owning or disposing of shares or ADSs, as applicable.
Under French law, specific rules apply to trusts, in particular specific tax and filing requirements; additionally, specific rules apply to wealth, estate and gift taxes as they apply to trusts. Given the complex nature of these rules and the fact that their application varies depending on the status of the trust, the grantor, the beneficiary and the assets held in the trust, the following summary does not address the tax treatment of shares or ADSs held in a trust. If shares or ADSs are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax advisor regarding the specific tax consequences of acquiring, owning and disposing of shares or ADSs.
In addition, the discussion below is limited to U.S. Holders that (i) are residents of the United States for purposes of the Treaty (as defined below), (ii) do not maintain a permanent establishment or fixed base in France to which the shares or ADSs are attributable and through which the respective U.S. Holders carry on, or have carried on, a business (or, if the holder is an individual, performs or has performed independent personal services), and (iii) are otherwise eligible for the benefits of the Treaty in respect of income and gain from the shares or ADSs (in particular, under the “Limitation on Benefits” provision of the Treaty). In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.
The discussions below of the material U.S. federal income tax consequences to U.S. Holders of owning and disposing of shares or ADSs of TotalEnergies SE are based on the IRC, Treasury regulations promulgated thereunder and judicial and administrative interpretations thereof, as well as on the Convention Between the Government of the United States of America and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital dated August 31, 1994, as amended (the “Treaty”), all as in effect on the date hereof and all of which are subject to change, which change could apply retroactively and could affect the tax consequences described below. The description of the material French tax consequences is based on the laws of the Republic of France and French tax regulations, all as currently in effect, as well as the Treaty, as currently in effect. These laws, regulations and the Treaty are subject to change, possibly on a retroactive basis.
In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, a U.S. Holder of ADRs evidencing ADSs will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to U.S. federal income tax. The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the beneficial ownership of the underlying security. Accordingly, the creditability of any French taxes and the availability of the reduced tax rate for any dividends received by certain non-corporate U.S. Holders (as discussed below), could be affected by actions taken by intermediaries in the chain of ownership between the holders of the ADSs and TotalEnergies if as a result of such actions the U.S. Holders of the ADSs are not properly treated as beneficial owners of underlying shares.
This discussion is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential tax effects of the ownership or disposition of the shares and ADSs and is not intended to substitute competent professional advice. Individual situations of holders of shares and ADSs may vary from the description made below. The following summary does not address the French tax treatment applicable to dividends paid in certain so-called “Non Cooperative Countries and Territories” (“NCCT”) within the meaning of Article 238-0 A of the French Code général des impôts (“French Tax Code”) (i.e., States other than the ones mentioned in Article 238-0 A 2 bis 2° of the same code) as such provision or list may be amended from time to time or replaced by any other provision or list having a similar purpose. It does not apply to dividends paid to persons established or domiciled in such a NCCT, or paid to a bank account opened in a financial institution located in such a NCCT, nor does it apply to capital gains realized by persons established or domiciled in such a NCCT. Furthermore, the following summary does not address the tax treatment applicable to temporary transfers and other similar transactions which could, under certain conditions, fall within the scope of the anti-abuse measure set forth in Article 119 bis A of the French Tax Code.
Holders are urged to consult their own tax advisors regarding the U.S. federal, state and local, and the French and other tax consequences of owning and disposing shares or ADSs of TotalEnergies in their respective circumstances. In particular, a holder is encouraged to confirm with its advisor whether the holder is a U.S. Holder eligible for the benefits of the Treaty.
10.5.2 Taxation of dividends
French taxation
The term “dividends” used in the following discussion means dividends within the meaning of the Treaty.
Dividends paid to non-residents of France who are U.S. Holders are in principle subject to a French withholding tax regardless of whether they are paid in cash, in shares or a mix of both. The French withholding tax is levied (i) at a rate of 12.8% for dividends paid to U.S. Holders who are individuals and (ii) at a rate of 25% for dividends paid to U.S. Holders that are legal entities (the “Legal Entities U.S. Holders”) subject to more favorable provisions of the Treaty as described below and certain more favorable French domestic law provisions.
The withholding tax is in principle levied on the gross amount of dividends. However, Article 235 quinquies of the French tax code allows, under certain conditions, for non-residents legal entities to compute the withholding tax on a net basis and to recover the excess of the tax initially withheld on a gross amount.
Under the Treaty, a U.S. Holder is generally entitled to a reduced rate of French withholding tax of 15% with respect to dividends, provided that certain requirements are satisfied. This reduced rate is, in practice, only of interest to Legal Entities U.S. Holders subject to the withholding tax at a rate of 25%.
Administrative guidelines (Bulletin Officiel des Finances Publiques, BOI-INT-DG-20-20-20-20-12/09/2012) (the “Administrative Guidelines”) set forth the conditions under which the reduced French withholding tax at the rate of 15% may be available. The immediate application of the reduced 15% rate is available to those U.S. Holders that may benefit from the so-called “simplified procedure” (within the meaning of the Administrative Guidelines).
Under the “simplified procedure”, U.S. Holders may claim the immediate application of withholding tax at the rate of 15% on the dividends to be received by them, provided that:
(i)
they furnish to the U.S. financial institution managing their securities account a certificate of residence conforming with form No. 5000 FR. The immediate application of the 15% withholding tax will be available only if the certificate of residence is sent to the U.S. financial institution managing their securities account no later than the dividend payment date. Furthermore, each financial institution managing the U.S. Holders’ securities account must also send to the French paying agent the figure of the total amount of dividends to be received which are eligible to the reduced withholding tax rate before the dividend payment date; and
(ii)
the U.S. financial institution managing the U.S. Holders’ securities account provides the French paying agent with a list of the eligible U.S. Holders and other pieces of information set forth in the Administrative Guidelines. Furthermore, the financial institution managing the U.S. Holders’ securities account should certify that the U.S. Holder is, to the best of its knowledge, a United States resident within the meaning of the Treaty. These documents must be sent to the French paying agent after the dividend payment date and within a time frame that will allow the French paying agent to file them no later than the end of the third month computed as from the end of the month of the dividend payment date.
Where the U.S. Holder’s identity and tax residence are known by the French paying agent, the latter may release such U.S. Holder from furnishing to (i) the financial institution managing its securities account, or (ii) as the case may be, the U.S. Internal Revenue Service (“IRS”), the abovementioned certificate of residence, and apply the 15% withholding tax rate to dividends it pays to such U.S. Holder.
For a U.S. Holder that is not entitled to the “simplified procedure” and whose identity and tax residence are not known by the paying agent at the time of the payment, the French withholding tax at the domestic rate will be levied at the time the dividends are paid. Such U.S. Holder, however, may be entitled to a refund of the withholding tax in excess of the 15% rate under the “standard procedure”, as opposed to the “simplified procedure”, provided that the U.S. Holder furnishes to the French paying agent an application for refund on forms No. 5000 FR and 5001 FR (or any other relevant form to be issued by the French tax authorities) certified by the U.S. financial institution managing the U.S. Holder’s securities account (or, if not, by the competent U.S. tax authorities) before December 31 of the second year following the date of payment of the withholding tax at the domestic rate to the French tax authorities, according to the requirements provided by the Administrative Guidelines.
Copies of forms No. 5000 FR and 5001 FR (or any other relevant form to be issued by the French tax authorities) as well as the form of the certificate of residence and the U.S. financial institution certification, together with instructions, are available from the IRS and the French tax authorities.
These forms, together with instructions, are to be provided by the Depositary to all U.S. Holders of ADRs registered with the Depositary. The Depositary is to use reasonable efforts to follow the procedures established by the French tax authorities for U.S. Holders to benefit from the immediate application of the 15% French withholding tax rate or, as the case may be, to recover the portion in excess over 15% of the French withholding tax initially withheld.
To effect such benefit or recovery, the Depositary shall advise such U.S. Holder to return the relevant forms to it, properly completed and executed. Upon receipt of the relevant forms properly completed and executed by such U.S. Holder, the Depositary shall cause them to be filed with the appropriate French tax authorities, and upon receipt of any resulting remittance, the Depositary shall distribute to the U.S. Holder entitled thereto, as soon as practicable, the proceeds thereof in U.S. dollars.
The identity and address of the French paying agent are available from TotalEnergies.
In addition, subject to certain specific filing obligations, there is no withholding tax on dividend payments made by French companies to:
non-French collective investment funds formed under foreign law and established in a Member State of the European Union or in another State or territory, such as the United States, that has entered with France into an administrative assistance agreement for the purpose of combating fraud and tax evasion, and which fulfill the two following conditions: (a) the fund raises capital among a number of investors for the purpose of investing in accordance with a defined investment policy, in the interest of its investors, and (b) the fund has characteristics similar to those of collective investment funds organized under French law fulfilling the conditions set forth in Article 119 bis 2, 2 of the French Tax Code and the Administrative Guidelines Bulletin Officiel des Finances Publiques, BOI-RPPM-RCM-30-30-20-70-06/10/2021 (i.e., among others, open-end mutual fund (OPCVM), open-end real estate fund (OPCI) and closed-end investment companies (SICAF)); and
companies whose effective place of management is, or which have a permanent establishment receiving the dividends, in a Member State of the European Union or in another State or territory that has entered with France into an administrative assistance agreement for the purpose of combating fraud and tax evasion, such as the United States, that are in a loss-making position and subject, at the time of the distribution, to insolvency proceedings similar to the one set out in Article L. 640-1 of the French Commercial Code (or where there is no such procedure available, in a situation of cessation of payments with recovery being manifestly impossible) and that meet the other conditions set out in Article 119 quinquies of the French Tax Code as specified by the Administrative Guidelines Bulletin Officiel des Finances Publiques, BOI-RPPM-RCM-30-30-20-80-29/06/2022.
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Collective investment funds and companies mentioned above are urged to consult their own tax advisors to confirm whether they are eligible to such provisions and under which conditions.
Finally, companies having their seat in a Member State of the European Union or in another Member State of the European Economic Area Agreement or any third country that has concluded with France a tax treaty including an administrative assistance provision to tackle tax evasion and avoidance and which is not a NCCT, such as the United States, and being in a tax loss position might, provided that the conditions set forth in Article 235 quater of the French Tax Code are met, benefit from a temporary reimbursement of the withholding tax applicable on dividend payments, the corresponding amount having to be refunded to the French treasury, in particular, at the time they become in a profitable tax position.
U.S. taxation
For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, the gross amount of any dividend that a U.S. Holder must include in gross income equals the amount paid by TotalEnergies (i.e., the net distribution received plus any tax withheld therefrom) from its current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Dividends will not be eligible for the dividends-received deduction allowed to a U.S. corporation under IRC section 243. Distributions, if any, in excess of such current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will constitute a non-taxable return of capital to a U.S. Holder and will be applied against and reduce such U.S. Holder’s tax basis in such shares or ADSs, but not below zero. To the extent that such distributions are in excess of such basis, the distributions will constitute capital gain. Because TotalEnergies does not currently maintain calculations of earnings and profits for U.S. federal income tax purposes, a U.S. Holder of shares or ADSs of TotalEnergies should expect to treat the entire amount of distributions paid with respect to the shares or ADSs as dividends.
Dividends paid to a non-corporate U.S. Holder that constitute “qualified dividend income” will be taxable to the holder at the preferential rates applicable to long-term capital gains provided (1) TotalEnergies is neither a passive foreign investment company nor treated as such with respect to the U.S. Holder for the taxable year in which the dividend was paid and the preceding taxable year and (2) certain holding period requirements are met. TotalEnergies believes that dividends paid by TotalEnergies with respect to its shares or ADSs will be qualified dividend income. The dividend is taxable to the U.S. Holder when the holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively.
The amount of any dividend distribution includible in the income of a U.S. Holder equals the U.S. dollar value of the euro payment made, determined at the spot euro/dollar exchange rate on the date the dividend distribution is includible in the U.S. Holder’s income, regardless of whether the payment is in fact converted into U.S. dollars. Any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in the U.S. Holder’s income to the date the payment is converted into U.S. dollars will generally be treated as ordinary income or loss and, for foreign tax credit limitation purposes, from sources within the United States and will not be eligible for the special tax rate applicable to qualified dividend income. The U.S. federal income tax rules governing the availability and computation of foreign tax credits are complex. U.S. Holders should consult their own tax advisors concerning the implications of these rules in light of their particular circumstances.
Subject to certain conditions and limitations, U.S. Holders may elect to claim a credit against their U.S. federal income tax liability for the net amount of French taxes withheld in accordance with the Treaty and paid over to the French tax authorities. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. In addition, special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a refund of the tax withheld is available to a U.S. Holder under French law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against such holder’s U.S. federal income tax liability. For this purpose, dividends distributed by TotalEnergies will generally constitute “passive income” for purposes of computing the foreign tax credit allowable to the U.S. Holder.
If a U.S. Holder has the option to receive a distribution in shares (or ADSs) instead of cash, the distribution of shares (or ADSs) will be taxable as if the holder had received an amount equal to the fair market value of the distributed shares (or ADSs), and such holder’s tax basis in the distributed shares (or ADSs) will be equal to such amount.
10.5.3 Taxation of disposition of shares
A U.S. Holder will not be subject to French tax on any capital gain from the sale or exchange of the shares or ADSs or redemption of the underlying shares that the ADSs represent.
Pursuant to Article 235 ter ZD of the French tax code, a financial transaction tax applies, under certain conditions, to the acquisition of shares of publicly traded companies registered in France having a market capitalization over €1 billion on December 1 of the year preceding the acquisition. A list of the companies within the scope of the financial transaction tax for 2024 is published in the Administrative guidelines Bulletin Officiel des Finances Publiques, BOI-ANNX-000467-20/12/2023. TotalEnergies is included in this list, although it cannot be excluded that this list might be amended in the future. The tax also applies to the acquisition of ADRs evidencing ADSs. The financial transaction tax is due at a rate of 0.3% on the price paid to acquire the shares. The person or entity liable for the tax is generally the provider of investment services defined in Article L. 321-1 of the French Monetary and Financial Code (prestataire de services d’investissement). Investment service providers providing equivalent services outside France are subject to the tax under the same terms and conditions. Taxable transactions are broadly construed but several exceptions may apply. In general, non-income taxes, such as this financial transaction tax, paid by a U.S. Holder are not eligible for a foreign tax credit for U.S. federal income tax purposes. U.S. Holders should consult their own tax advisors as to the tax consequences and creditability of such financial transaction tax.
For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of shares or ADSs equal to the difference between the U.S. dollar value of the amount realized on the sale or other disposition and the holder’s tax basis, determined in U.S. dollars, in the shares or ADSs. The gain or loss will generally be U.S. source gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period of the shares or ADSs is more than one year at the time of the disposition. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to limitation.
10.5.4 Passive foreign investment company status
TotalEnergies believes that the shares and ADSs are not treated as stock of a passive foreign investment company (PFIC) for U.S. federal income tax purposes, and TotalEnergies does not expect that it will be treated as a PFIC in the current or future taxable years. This conclusion is a factual determination that is made annually and thus is subject to uncertainty and change. In general, a non-U.S. corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. If TotalEnergies were treated as a PFIC with respect to a U.S. Holder for any taxable year, the U.S. Holder generally would suffer adverse tax consequences, that may include having gains realized on the disposition of the shares or ADSs treated as ordinary income rather than capital gain and being subject to punitive interest charges on the receipt of certain distributions and on the proceeds of the sale or other disposition of the shares or ADSs. U.S. Holders would also be subject to information reporting requirements on an annual basis. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to shares or ADSs.
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10.5.5 French estate and gift taxes
In general, a transfer of shares or ADSs by gift or by reason of the death of a U.S. Holder that would otherwise be subject to French gift or inheritance tax, respectively, will not be subject to such French tax by reason of Article 8 of the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and Gifts, dated November 24, 1978, as amended, unless the donor or the transferor is domiciled in France at the time of the gift, or at the time of the transferor’s death, or if the shares or ADSs were used in, or held for use in, the conduct of a business through a permanent establishment or a fixed base in France.
10.5.6 U.S. state and local taxes
In addition to U.S. federal income tax, U.S. Holders of shares or ADSs may be subject to U.S. state and local taxes with respect to their shares or ADSs. U.S. Holders should consult their own tax advisors.
10.6 Dividends and paying agents
The information set forth in points 6.2.2 and 6.2.3 of chapter 6 of the Universal Registration Document 2023 (starting on page 395) is incorporated herein by reference.
10.7 Documents on display
TotalEnergies files annual, periodic and other reports and information with the SEC. All of its SEC filings made after December 31, 2001 are available to the public at the SEC website at www.sec.gov and from certain commercial document retrieval services.
ITEM 10J. ANNUAL REPORT TO SECURITY HOLDERS
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Please refer to Notes 15.3 (“Financial risks management”) (starting on page F-79) and 16.2 (“Oil, Gas and Power markets related risks management”) (on page F-87) to the Consolidated Financial Statements, for a qualitative and quantitative discussion of TotalEnergies’ exposure to market risks. Please also refer to Notes 15.2 (“Fair value of financial instruments (excluding commodity contracts)”) (starting on page F-74) and 16 (“Financial instruments related to commodity contracts”) (starting on page F-84) to the Consolidated Financial Statements, for details of the different derivatives owned by TotalEnergies in these markets.
As part of its financing and cash management activities, TotalEnergies uses derivative instruments to manage its exposure to changes in interest rates and foreign exchange rates. These instruments are mainly interest rate and currency swaps. TotalEnergies may also occasionally use futures contracts and options. These operations and their accounting treatment are detailed in Notes 15.2 and 16 to the Consolidated Financial Statements.
The financial performance of TotalEnergies is sensitive to a number of factors; the most significant being oil and gas prices, generally expressed in dollars, and exchange rates, in particular that of the dollar versus the euro. Generally, a rise in the price of crude oil has a positive effect on earnings as a result of an increase in revenues from oil and gas production. Conversely, a decline in crude oil prices reduces revenues. The impact of changes in crude oil prices on the activities of the Refining & Chemicals and Marketing & Services segments depends upon the speed at which the prices of finished products adjust to reflect these changes. All of TotalEnergies’ activities are, to various degrees, sensitive to fluctuations in the dollar/euro exchange rate.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.1 ADRs fees and charges
JPMORGAN CHASE BANK, N.A., as depositary for the TotalEnergies ADR program, collects its fees for delivery and surrender of ADRs directly from investors depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. A copy of the depositary agreement is attached as Exhibit (a) to the registration statement on Form F 6 (Reg. No. 333-199737) filed with the SEC on October 31, 2014 as amended on July 30, 2021.
Investors must pay:
For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
Issuance of ADRs, including issuances resulting from a distribution of shares or rights or other property, stocks splits or mergers
Cancellation of ADRs for the purpose of withdrawal, including if the deposit agreement terminates
A fee equivalent to the fee that would be payable if securities distributed to the investor had been shares and the shares had been deposited for issuance of ADSs
Distribution, by the depositary, of deposited securities to ADS registered holders
Registration or transfer fees
Transfer and registration of shares on TotalEnergies’ share register to or from the name of the depositary or its agent when the investor deposits or withdraws shares
Expenses of the depositary
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities
Fees paid to TotalEnergies SE by the depositary
In consideration for acting as depositary for the TotalEnergies ADR program, JPMORGAN CHASE BANK, N.A. has agreed to share, on an annual basis, with TotalEnergies SE portions of certain fees collected, less ADS program expenses paid by the depositary. For example, these expenses include the depositary’s annual program fees, transfer agency fees, custody fees, legal expenses, postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. federal tax information, mailing required tax forms, stationery, postage, facsimile and telephone calls and the standard out-of-pocket maintenance costs for the ADSs.
In the year ended December 31, 2023, the ADR depositary paid aggregate fees to TotalEnergies SE in an amount of $13.7 million.
For additional information on TotalEnergies SE shares and the ADRs, please refer to Exhibit 2.2 “Description of securities registered under Section 12 of the Exchange Act”.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15. CONTROLS AND PROCEDURES
15.1 Disclosure controls and procedures
An evaluation was carried out under the supervision and with the participation of TotalEnergies’ management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness, as of the end of the period covered by this Annual Report, of the design and operation of TotalEnergies’ disclosure controls and procedures, which are defined as those controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, summarized and reported within specified time periods. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.
Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that TotalEnergies SE files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to management, including themselves, as appropriate to allow timely decisions regarding required disclosure.
15.2 Management’s annual report on internal control over financial reporting
TotalEnergies’ management is responsible for establishing and maintaining adequate internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, the effectiveness of an internal control system may change over time.
TotalEnergies’ management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the results of this evaluation, TotalEnergies’ management concluded that its internal control over financial reporting was effective as of December 31, 2023.
The effectiveness of internal control over financial reporting as of December 31, 2023, was audited by ERNST & YOUNG Audit and PricewaterhouseCoopers Audit, independent registered public accounting firms, as stated in their report included starting on page F-2 attached hereto.
15.3 Changes in internal control over financial reporting
There were no changes in TotalEnergies’ internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or that were reasonably likely to materially affect, TotalEnergies’ internal control over financial reporting.
15.4 Internal control and risk management procedures
For additional information, refer to points 3.3 and 3.6 of chapter 3 of the Universal Registration Document 2023 (starting on pages 144 and 153, respectively), incorporated herein by reference.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Mrs. Lise Croteau is the Audit Committee financial expert. She is an independent member of the Board of Directors in accordance with the NYSE listing standards applicable to TotalEnergies.
ITEM 16B. CODE OF ETHICS
At its meeting on October 27, 2016, the Board of Directors adopted a revised code of ethics that applies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and the financial and accounting officers for its principal activities. A copy of this code of ethics is included as an exhibit to this Annual Report. TotalEnergies will promptly disclose to its shareholders, if required by applicable laws or stock exchange requirements, any amendments to or waivers from the code of ethics applicable to its directors or officers by posting such information on TotalEnergies’ website. The Company has elected to comply with home country practice and disclose any waivers to its code of ethics in its Annual Report on Form 20-F instead of disclosing such waivers to shareholders within four business days pursuant to the NYSE rules. No waivers were given during 2023.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
16C.1 Fees for accountants’ services
The information set forth in point 4.4.5.2 of chapter 4 of the Universal Registration Document 2023 (on page 273) is incorporated herein by reference.
16C.2 Audit Committee pre-approval policy
The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that sets forth the procedures and the conditions pursuant to which services proposed to be performed by the statutory auditors may be pre-approved and that are not prohibited by regulatory or other professional requirements. This policy provides for both pre-approval of certain types of services through the use of an annual budget approved by the Audit Committee for these types of services and special pre-approval of services by the Audit Committee on a case-by-case basis. The Audit Committee reviews on an annual basis the services provided by the statutory auditors. During 2023, no audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirement provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
16C.3 Auditor’s term of office
French law provides that the statutory and alternate auditors are appointed for renewable 6 fiscal-year terms. The terms of office of the statutory auditors and of the alternate auditors will expire at the end of the Shareholders’ Meeting to be convened in 2028 to approve the financial statements for fiscal year 2027. The information set forth in point 4.4.5.1 of chapter 4 of the Universal Registration Document 2023 (on page 271) is incorporated herein by reference.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
TotalEnergies’ Audit Committee consists of five directors, including four directors who meet the independence requirements under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and one who is exempt under such requirements pursuant to the Rule 10A-3(b)(1)(iv)(C) exemption for non-executive officer employees. The Audit Committee member exempt from the independence requirements under this rule is Mr. Romain Garcia-Ivaldi, appointed as the director representing employees pursuant to Article L.225-27-1 of the French Commercial Code (see “Item 6 — Directors, Senior Management and Employees”). TotalEnergies’ reliance on such exemption does not materially adversely affect the ability of the Audit Committee to act independently.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Total Number of Shares (or
Maximum Number of
Units) Purchased, as part
Shares (or Units) that may
Total Number of Shares
Average Price Paid per
of Publicly Announced
yet be purchased under the
Period (in 2023)
(or Units) Purchased
Share (or Units) ($)(i)
Plans or Programs(ii)
Plans or Programs(iii)
January
13,875,072
63.29
110,850,539
February
9,876,681
62.28
216,956,193
March
10,091,105
59.77
213,311,322
April
8,870,771
63.60
204,440,989
May
13,454,853
60.94
191,000,370
June
10,479,370
58.33
181,321,415
July
10,256,566
171,066,609
August
12,320,347
61.47
158,746,452
September
11,287,018
65.19
224,870,764
October
13,478,930
65.79
211,391,834
November
19,246,147
67.30
192,145,687
December
11,463,717
67.41
180,681,970
(i) Based on the daily European Central Bank exchange rate of each transaction.
(ii) The Annual Shareholders’ Meeting of May 26, 2023, cancelled and superseded the previous resolution (for any unused portion) from the Annual Shareholders’ Meeting of May 25, 2022, authorizing the Board of Directors to trade in the Company’s own shares on the market for a period of 18 months within the framework of the stock purchase program. The maximum number of shares that may be purchased by virtue of this authorization or under the previous authorization may not exceed 10% of the total number of shares constituting the share capital, this amount being periodically adjusted to take into account operations modifying the share capital after each shareholders’ meeting. Under no circumstances may the total number of shares held by the Company, either directly or indirectly through its subsidiaries, exceed 10% of the share capital. This authorization will be renewed subject to the approval of the Annual Shareholders’ Meeting of May 24, 2024.
(iii) Based on 10% of the Company’s share capital, and after deducting the shares held by the Company for cancellation and the shares held by the Company to cover the share subscription or purchase option plans and the performance share plans for Company employees.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
There has been no change in independent accountants of the Company during the two most recent fiscal years or any subsequent interim period except as previously reported in our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 24, 2023. In addition, there have been no disagreements of the type required to be disclosed by Item 16F(b).
ITEM 16G. CORPORATE GOVERNANCE
This section presents a summary of significant differences between French corporate governance practices and the NYSE corporate governance standards, as required by section 303A.11 of the NYSE Listed Company Manual.
16G.1 Overview
The following paragraphs provide a brief, general summary of significant ways in which the corporate governance practices of TotalEnergies differ from those required by the listing standards of the NYSE for U.S. companies that have common stock listed on the NYSE. While TotalEnergies’ management believes that the Company’s corporate governance practices are similar in many respects to those of U.S. domestic NYSE listed companies and provide investors with protections that are comparable in many respects to those established by the NYSE Listed Company Manual, certain significant differences are described below.
The principal sources of corporate governance standards in France are the French Commercial Code (Code de commerce), the French Financial and Monetary Code (Code monétaire et financier) and the regulations and recommendations provided by the French Financial Markets Authority (Autorité des marchés financiers, AMF), as well as a number of general recommendations and guidelines on corporate governance, most notably the Corporate Governance Code of Listed Corporations (the “AFEP-MEDEF Code”) published by the two main French business confederations, the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France (MEDEF), the latest version of which was published in December 2022.
The AFEP-MEDEF Code includes, among other things, recommendations relating to the role and operation of the board of directors (creation, composition and evaluation of the board of directors and the audit, compensation and nominations committees) and the independence criteria for board members. Articles L. 820-1 et seq. of the French Commercial Code authorize statutory auditors to provide certain non-audit services if in compliance with provisions of the French Commercial Code, the European legislation and the Code of ethics of the auditors. It also defines certain criteria for the independence of statutory auditors. In France, the independence of statutory auditors is also monitored by an independent body, the High Council for statutory auditors (Haut Conseil du Commissariat aux Comptes).
For an overview of certain of TotalEnergies’ corporate governance policies, refer to points 4.1 and 4.2 of chapter 4 of the Universal Registration Document 2023 (starting on page 190), incorporated herein by reference.
16G.2 Composition of Board of Directors; Independence
The NYSE listing standards provide that the board of directors of a U.S.-listed company must include a majority of independent directors and that the audit committee, the nominating/corporate governance committee and the compensation committee must be composed entirely of independent directors. A director qualifies as independent only if the board affirmatively determines that the director has no material relationship with the company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. Furthermore, as discussed below, the listing standards require additional procedures in regards to the independence of directors who sit on the audit committee and the compensation committee. In addition, the listing standards enumerate a number of relationships that preclude independence.
French law does not contain any independence requirement for the members of the board of directors of a French company, except for the audit committee, as described below. The AFEP-MEDEF Code recommends, however, that (i) the independent directors should account for half of the members of the board of directors of widely-held corporations without controlling shareholders, and (ii) independent directors should account for at least one-third of board members in controlled companies. Members of the board representing employees and employee shareholders are not taken into account in calculating these percentages. The AFEP-MEDEF Code states that a director is independent when “he or she has no relationship of any kind whatsoever with the corporation, its group or the management that may interfere with his or her freedom of judgment. Accordingly, an independent director is understood to be any non-executive director of the corporation or the group who has no particular bonds of interest (significant shareholder, employee, other) with them”. The AFEP-MEDEF Code also enumerates specific criteria for determining independence, which are on the whole consistent with the goals of the NYSE listing standards, although the specific tests under the two standards may vary on some points.
As noted in the AFEP-MEDEF Code, “qualification as an independent director should be discussed by the appointments committee […] and decided on by the board on the occasion of the appointment of a director, and annually for all directors”.
For an overview of TotalEnergies SE’s Board of Directors’ assessment of the independence of its members, including a description of the Board of Directors’ independence criteria, refer to point 4.1.1.4 of chapter 4 of the Universal Registration Document 2023 (starting on page 209), incorporated herein by reference.
16G.3 Representation of women on corporate boards
The French Commercial Code provides for legally binding quotas to balance gender representation on boards of directors of French listed companies, requiring that each gender represents at least 40%. Directors representing the employees and directors representing the employee shareholders are not taken into account in calculating this percentage. When the board of directors consists of a maximum of eight members, the difference between the number of directors of each gender should not be higher than two. Any appointment of a director made in violation of these rules will be declared null and void and payment of the directors’ compensation will be suspended until the board composition is compliant with the required quota (the suspension of the directors’ compensation will also be disclosed in the management report). However, if a director whose appointment is null and void takes part in decisions of the board of directors, such decisions are not declared automatically null and void by virtue thereof. As of March 13, 2024, TotalEnergies SE’s Board of Directors consisted of eight male members and six female members. Excluding the directors representing employees and the director representing employee shareholders in accordance with French law, the proportion of women on the Board of Directors was 45.5%.
16G.4 Board committees
16G.4.1 Overview
The NYSE listing standards require that a U.S.-listed company have an audit committee, a nominating/corporate governance committee and a compensation committee. Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Furthermore, the listing standards require that, in addition to the independence criteria referenced above under “Composition of Board of Directors; Independence”, certain enumerated factors be taken into consideration when making a determination on the independence of directors on the compensation committee or when engaging advisors to the compensation committee.
With the exception of an audit committee, as described below, French law currently requires neither the establishment of board committees nor the adoption of written charters.
The AFEP-MEDEF Code recommends, however, that the board of directors sets up, in addition to the audit committee required by French law, a nominations committee, a compensation committee and a corporate social responsibility (CSR) committee. The AFEP-MEDEF Code also recommends that at least two-thirds of the audit committee members and a majority of the members of each of the compensation committee and the nominations committee be independent directors. It is recommended that the chairman of the compensation committee be independent and that one of its members be an employee director. None of those three committees should include any Executive Officer8.
TotalEnergies SE has established an Audit Committee, a Governance and Ethics Committee, a Compensation Committee and a Strategy & CSR Committee. As of March 13, 2024, the composition of these Committees was as follows:
the Audit Committee had five members, 75% of whom have been deemed independent by the Board of Directors (according to point 10.3 of the AFEP-MEDEF Code, directors representing the employee shareholders and directors representing employees are not taken into account when determining the independence rate);
the Governance and Ethics Committee had five members, 80% of whom have been deemed independent by the Board of Directors;
the Compensation Committee had four members, 100% of whom have been deemed independent by the Board of Directors (according to point 10.3 of the AFEP-MEDEF Code, directors representing the employee shareholders and directors representing employees are not taken into account when determining the independence rate); and
the Strategy & CSR Committee had six members, 60% of the members of this Committee have been deemed independent by the Board of Directors (according to point 10.3 of the AFEP-MEDEF Code, directors representing the employee shareholders and directors representing employees are not taken into account when determining the independence rate).
For a description of the independence assessment of each member of the Board of Directors, see point 4.1.1.4 of chapter 4 of the Universal Registration Document 2023 (starting on page 209), incorporated herein by reference. For a description of the scope of each Committee’s activity, see point 4.1.2.3 of chapter 4 of the Universal Registration Document 2023 (starting on page 222), incorporated herein by reference.
The NYSE listing standards also require that the audit, nominating/corporate governance and compensation committees of a U.S.-listed company be vested with decision-making powers on certain matters. Under French law, however, those committees are advisory in nature and have no decision-making authority. Board committees are responsible for examining matters within the scope of their charter and making recommendations thereon to the board of directors. Under French law, the board of directors has the final decision-making authority.
16G.4.2 Audit Committee
The NYSE listing standards contain detailed requirements for the audit committees of U.S.-listed companies. Some, but not all, of these requirements also apply to non U.S.-listed companies, such as TotalEnergies SE. French law and the AFEP-MEDEF Code share the NYSE listing standards’ goal of establishing a system for overseeing the company’s accounting process that is independent from management and that ensures auditor independence. As a result, they address similar topics, with some overlap.
Article L. 823-19 of the French Commercial Code requires the board of directors of companies listed in France to establish an audit committee, at least one member of which must be an independent director and must be competent in finance, accounting or statutory audit procedures.
8 As defined by the AFEP-MEDEF Code, Executive Officers “include the Chairman and Chief Executive Officer, the Deputy chief executive officer(s) of public limited companies with a Board of Directors, the Chairman and members of the Management Board in public limited companies having a Management Board and Supervisory Board and the statutory managers of partnerships limited by shares”.
The AFEP-MEDEF Code provides that at least two-thirds of the directors on the audit committee be independent and that the audit committee should not include any Executive Officer. Under NYSE rules, in the absence of an applicable exemption, audit committees are required to satisfy the independence requirements under Rule 10A-3 of the Exchange Act. TotalEnergies SE’s Audit Committee consists of five directors, four of whom meet independence requirements under Rule 10A-3 and one (a director representing employees) who is relying on Rule 10A-3(b)(1)(iv)(C) exemption for non-executive officer employees (see “Item 6 – Directors, Senior Management and Employees”).
The duties of TotalEnergies SE’s Audit Committee, in line with French law and the AFEP-MEDEF Code, are described in point 4.1.2.3 of chapter 4 of the Universal Registration Document 2023 (starting on page 222), incorporated herein by reference. The Audit Committee regularly reports to the Board of Directors on the fulfillment of its tasks, the results of the financial statements certification process and the contribution of such process to guaranteeing the financial information’s integrity.
One structural difference between the legal status of the audit committee of a U.S.-listed company and that of a French-listed company concerns the degree of the committee’s involvement in managing the relationship between the company and the auditors. French law requires French companies that publish consolidated financial statements, such as TotalEnergies SE, to have two co-statutory auditors, while the NYSE listing standards require that the audit committee of a U.S.-listed company to have direct responsibility for the appointment, compensation, retention and oversight of the work of the auditor. French law provides that the election of the co-statutory auditors is the sole responsibility of the shareholders duly convened at a shareholders’ meeting. In making their decision, the shareholders may rely on proposals submitted to them by the board of directors based on recommendations from the audit committee. The shareholders elect the statutory auditors for an audit period of six financial years. The statutory auditors may only be revoked by a court order and only on grounds of professional negligence or incapacity to perform their mission.
16G.5 Meetings of non-management directors
The NYSE listing standards require that the non-management directors of a U.S.-listed company meet at regularly scheduled executive sessions without management. French law does not contain such a requirement. The AFEP-MEDEF Code recommends, however, that a meeting not attended by the Executive Officers be organized at least once a year.
Since December 16, 2015, the rules of procedure of the board of directors provide that, with the agreement of the Governance and Ethics Committee, the Lead Independent Director may hold meetings of the directors who do not hold executive or salaried positions on the Board of Directors. He or she reports to the Board of Directors on the conclusions of such meetings.
In December 2023, the Lead Independent Director held a meeting of the independent directors. He subsequently presented a summary of this meeting to the Board of Directors.
Thus, the Board of Directors’ practice is in line with the recommendation made in the AFEP-MEDEF Code.
16G.6 Shareholder approval of compensation
Pursuant to the provisions of the French Commercial Code, as amended, the compensation of the chairman of the board of directors, the members of the board of directors, the chief executive officer and, as the case may be, the deputy chief executive officer(s) in French listed companies shall each year be submitted to the approval of their shareholders. Articles L. 22-10-8 and L. 22-10-34 of the French Commercial Code provide, respectively, for an ex ante vote and two ex post votes:
ex ante vote: the shareholders shall each year approve the compensation policy of the above-mentioned directors and officers for the current fiscal year. Such policy shall describe all components of fixed and variable compensation and shall explain the decision process followed for its determination, review and implementation. In the event a resolution is rejected by the shareholders, the preceding already-approved compensation policy for the concerned director(s) and officer(s) will be applicable; in the absence of a preceding already-approved compensation policy, the compensation is determined in line with compensation granted the preceding year if any, or in line with existing practices in the company; and
two ex post votes, the shareholders shall each year approve:
16G.7 Disclosure
The NYSE listing standards require US-listed companies to adopt, and post on their websites, a set of corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation of the board. In addition, the chief executive officer of a U.S.-listed company must certify to the NYSE annually that he or she is not aware of any violations by the company of the NYSE’s corporate governance listing standards.
French law requires neither the adoption of such guidelines nor the provision of such certification. The AFEP-MEDEF Code recommends, however, that the board of directors of a French-listed company review its operation annually and perform a formal evaluation at least once every three years, under the leadership of the appointments or nominations committee or an independent director, assisted by an external consultant. TotalEnergies SE’s Board of Directors’ most recent formal self-evaluation took place in late 2023. The AFEP-MEDEF Code also recommends that shareholders be informed of these evaluations each year in the annual report. In addition, Article L. 225-37 of the French Commercial Code requires the board of directors to present to the shareholders a corporate governance report appended to the management report, notably describing the composition of the board and the balanced representation of men and women on the board, the preparation and organization of the board’s work, the offices and positions of each TotalEnergies SE executive officer and the compensation attributable and received by each such officer as well as the compensation attributable and received by the members of the board of directors. The AFEP-MEDEF Code also includes ethical rules concerning which directors are expected to comply.
35
16G.8 Code of business conduct and ethics
The NYSE listing standards require each U.S.-listed company to adopt, and post on its website, a code of business conduct and ethics for its directors, officers and employees. Under Article 17 of Law n° 2016/1691 of December 9, 2016, top management (such as the chairman of the board or chief executive officer) of large French companies is required to adopt a code of conduct proscribing the different types of behavior being likely to characterize acts of corruption, bribery or influence peddling. This code must be included in the rules of procedure of the company and be submitted to employee representatives. Under the SEC’s rules and regulations, all companies required to submit periodic reports to the SEC, including TotalEnergies SE, must disclose in their annual reports whether they have adopted a code of ethics for their principal executive officers and senior financial officers. In addition, they must file a copy of the code with the SEC, post the text of the code on their website or undertake to provide a copy upon request to any person without charge. There is significant, though not complete, overlap between the code of ethics required by the NYSE listing standards and the code of ethics for senior financial officers required by the SEC’s rules. For a description of the code of ethics adopted by TotalEnergies, refer to point 3.3.2 of chapter 3 of the Universal Registration Document 2023 (starting on page 144), incorporated herein by reference, and “Item 16B. Code of ethics”.
ITEM 16H. MINE SAFETY DISCLOSURE
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 16K. CYBERSECURITY
Cybersecurity Risk Management and Strategy:
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
We design and assess our program based on the National Institute of Standards and Technology’s Cybersecurity Framework (NIST CSF), the specific oversight of the national agency of cyber security (Agence nationale de la sécurité des systèmes d'information - ANSSI) in France for specific perimeters, and ISO 27001 for Information Security Management Systems (ISMS). This does not imply that we meet any particular technical specifications or requirements at all times but that the aforementioned frameworks help us identify, assess, and manage cybersecurity risks relevant to our business.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Key elements of our cybersecurity risk management program include, but are not limited to the following:
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition (see point 3.1.3 of chapter 3 of the Universal Registration Document 2023 (starting on page 135)).
Cybersecurity Governance:
Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (Committee) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program. Cybersecurity issues are the subject of a strong commitment by the General Management, which is reflected in a structured governance to address the risks related to external threats.
The Committee receives a report annually from management on our cybersecurity activity, including our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any significant cybersecurity incidents. The TotalEnergies Cybersecurity & Risk Management Division periodically submits a cybersecurity strategy and roadmap for the Company's corporate and industrial information systems to the Committee for approval. The TotalEnergies Information Systems Division develops and disseminates governance and security rules describing items such as the infrastructure, organizational structure, and new or revised operating methods that are recommended. These rules are designed to be implemented across the Company by the various business segments.
The Committee periodically reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from the Committee on our cyber risk management program.
Our management team, including the Chief Security Officer (CSO), the Chief Information Officer (CIO), the C-CISO, and the Branch - Chief Information Security Officers (B-CISOs), are responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team’s experience includes the following:
Our management team is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public, or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
ITEM 17. FINANCIAL STATEMENTS
See “Item 18. Financial Statements”.
ITEM 18. FINANCIAL STATEMENTS
The reports of the statutory auditors, ERNST & YOUNG Audit and PricewaterhouseCoopers Audit, are included in pages F-2 to F-8 attached hereto.
ITEM 19. EXHIBITS
The following documents are filed as part of this Annual Report:
Articles of Associations (Statuts) of TotalEnergies SE (as amended through February 12, 2024).
2.1
The total amount of long-term debt securities authorized under any instrument does not exceed 10% of the total assets of TotalEnergies SE and its subsidiaries on a consolidated basis. We hereby agree to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of long-term debt of TotalEnergies SE or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.
2.2
Description of TotalEnergies securities registered under section 12 of the Exchange Act.
List of Subsidiaries (see Note 18 to the Consolidated Financial Statements, starting on page F-88).
Code of Ethics (incorporated by reference to exhibit 11 of TotalEnergies’ annual report on Form 20-F for the year ended December 31, 2016, filed on March 17, 2017).
12.1
Certification of Chief Executive Officer.
12.2
Certification of Chief Financial Officer.
13.1*
13.2*
15.1
Excerpt of the pages and sections of the Universal Registration Document 2023 incorporated herein by reference.
Consent of ERNST & YOUNG Audit and of PricewaterhouseCoopers Audit.
15.3
Consent of ERNST & YOUNG Audit and of KPMG Audit, a division of KPMG S.A.
97
Clawback Policy
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).
* Furnished herewith.
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
By: /s/ PATRICK POUYANNÉ
Name:
Patrick Pouyanné
Title:
Chairman and Chief Executive Officer
Date: March 29, 2024
Report of independent registered public accounting firms on the internal control over financial reporting
PricewaterhouseCoopers Audit
Neuilly sur Seine
PCAOB ID : 1347
ERNST & YOUNG Audit
Paris-La Défense
PCAOB ID : 1692
F-2
Report of independent registered public accounting firms on the consolidated financial statements
F-4
Consolidated statement of income
F-9
Consolidated statement of comprehensive income
F-10
Consolidated balance sheet
F-11
Consolidated statement of cash flow
F-12
Consolidated statement of changes in shareholder’s equity
F-13
Notes to the Consolidated Financial Statements
F-14
F-1
63, rue de Villiers
92208 Neuilly-sur-Seine
S.A.S. au capital de € 2 510 460
672 006 483 R.C.S. Nanterre
Tour First
TSA 14444
92037 Paris-La Défense cedex
S.A.S. à capital variable
344 366 315 R.C.S. Nanterre
Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre
Commissaire aux ComptesMembre de la compagnie
Report of Independent Registered Public Accounting Firms on Internal Control Over Financial Reporting
To the Shareholders and the Board of Directors,
Opinion on Internal Control Over Financial Reporting
We have audited TotalEnergies SE and its subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022 and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”), and our report dated March 28, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Neuilly-sur-Seine and Paris-La Défense, France, March 28, 2024
/s/ PricewaterhouseCoopers Audit
/s/ ERNST & YOUNG Audit
F-3
92208 Neuilly-sur-Seine cedex
SAS au capital de € 2 510 460
SAS à capital variable
344 366 315 R.C.S Nanterre
Commissaire aux comptes
Report of Independent Registered Public Accounting Firms on the Consolidated Financial Statements
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of TotalEnergies SE and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with International Financial Reporting Standards as adopted by the European Union and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 28, 2024 expressed an unqualified opinion thereon.
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of the impairment of non-current assets used in exploration and production activities in the Exploration and Production (E&P) and the Integrated LNG (iLNG) segments
Description of the Matter
As stated in Notes 7.1 “Intangible assets”, 7.2 “Property, plant and equipment” and 8.1 “Equity affiliates: investments and loans" to the consolidated financial statements as at December 31, 2023, the non-current assets used in exploration and production activities in the E&P and iLNG segments are mainly comprised of proved mineral interests (M$ 8,009 - net amount), unproved mineral interests (M$ 12,352 – net amount), proved properties (M$ 57,879 – net amount), work in progress (M$ 23,286 - net amount) and a portion of the M$ 30,457 value of investments and loans in equity affiliates. The principles applied in determining the recoverable amounts of these assets are described in Notes 7.1, 7.2, 3.C “Asset impairment” and “Major judgments and accounting estimates” to the consolidated financial statements.
The recoverable amount of these assets is tested for impairment as soon as any indication for impairment exists, these tests being carried out at the level of the related cash-generating units (CGUs), that include the hydrocarbon sites and industrial assets enabling the production, processing and extraction of hydrocarbons. The value in use of a CGU is determined by reference to the discounted expected future cash flows of these assets, based upon Management’s expectation of future economic and operating conditions. The main assumptions considered by the Company in assessing the value in use include hydrocarbon prices scenarios, future CO2 price, operating costs, estimates of hydrocarbon reserves and discount rate.
As described in the Notes "Major judgments and accounting estimates" and 3.C to the consolidated financial statements, the Company retains an oil price trajectory that converges in the long term towards the price retained in 2050 by the International Energy Agency (IEA) Net Zero Emissions (NZE) scenario, i.e. $25.52023/b. The prices retained for gas, stabilize by 2027 and until 2040 at lower levels than the current prices, and then converge towards the IEA's NZE scenario prices in 2050. The determination of value in use takes also into account the impact of the assets CO2 emissions. Future scope 1 and 2 emissions over the life of the assets are valued at $100/t or the applicable price in a country if higher. Beyond 2029, the CO2 price is inflated by 2% per year.
Finally, as described in Notes 7.1, 7.2 and "Major judgments and accounting estimates" to the consolidated financial statements, exploration costs capitalized in unproved mineral interests or in work in progress are subject to specific impairment tests to ensure that the exploratory wells have found a sufficient quantity of hydrocarbons and sufficient progress is made in the assessment of the reserves and the economic and operating viability of the project.
Impairments of non-current assets of exploration and production activities in the E&P and iLNG segments for 2023 amounted to M$ 1,005 in net income (TotalEnergies share).
As described in the "Major judgments and accounting estimates - Russian-Ukrainian conflict" note to the consolidated financial statements, Russian assets were fully impaired in 2022, with the exception of the shares held in Yamal LNG. An impairment test of the investment in Yamal LNG was carried out, which confirmed the absence of impairment to be recorded as at December 31, 2023.
Depending on the developments of the Russian-Ukrainian conflict and the measures that the European and American authorities may take, the activities of TotalEnergies in Russia, in particular those relating to the Yamal LNG asset, could be impacted in the future.
In order to assess the resilience of the portfolio to different parameters, sensitivity analyses to several assumptions were carried out by Management, including a 10% and 20% decrease in the hydrocarbon prices over the duration of the price scenario, as well as considering a CO2 price of $200/t, inflated by 2% per year beyond 2029.
We considered the evaluation of the impairment of non-current assets used in exploration and production activities in the E&P and iLNG segments to be a critical audit matter as evaluating the Company’s assumptions described above involves a high degree of judgment, notably forecasts relating to future events.
F-5
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of certain controls implemented by the Company to address the risk of material misstatement relating to the evaluation of the impairment of non-current assets used in exploration and production activities in the E&P and iLNG segments. Our work included testing control activities linked to the identification of triggering events and the assessment of key assumptions by Management supporting the recoverable value of the assets tested.
The procedures we performed consisted mainly in assessing whether an indication of impairment exists for these assets, such as the Russian-Ukrainian conflict, a significant decline in production, the enactment of a new tax law, the impact of new assumptions on hydrocarbon prices or CO2 price, in connection with the Company’s ambition to achieve carbon neutrality by 2050 together with society.
For the impairment tests:
- we confronted the hydrocarbon price scenarios applied by the Company, prepared within the Strategy & Markets Division, with publicly available industry information (from the IEA, brokers and consultants as applicable), in particular the price scenarios relating to the Announced Pledges Scenario (APS) and NZE, considered by the IEA to be compatible with the objective of the Paris Agreement to limit the temperature increase to “well below 2°C”;
- we analyzed the CO2 price assumptions included in the future cash flows, notably by comparing them with current market data and publicly available industry information (in particular IEA);
- we assessed the consistency of the production end-dates used in the future cash flows with those included in the contracts for license expiration;
- we compared the main assumptions (hydrocarbon prices, future CO2 price, operating costs, hydrocarbon reserves estimates, discount rates and expected future dividends) to those included in the analyses, budget and long-term plan approved by the Executive Committee and the Board of Directors;
- we assessed the consistency of the assumptions on operating costs by calculating cost-to-production ratios and comparing them year over year;
- we compared production profiles to the proved and probable hydrocarbon reserves produced as part of the Company’s internal procedures;
- with the assistance of our valuation specialists, we re-performed the calculation of the discount rate used by management and confronted it to the rates calculated by market analysts;
- we assessed the consistency of the tax rates used with the applicable tax schemes and oil agreements in place;
- we assessed the information disclosed in Note 3.C “Asset impairment” to the consolidated financial statements, including the sensitivity analysis of net income to the oil and gas prices and CO2 price.
For exploration costs capitalized as unproved mineral interests or work in progress, we inspected the documentation supporting sufficient quantity of hydrocarbons (as further described in our critical audit matter below) or that sufficient progress is made in the assessment of the reserves and the economic and operating viability of the project.
Finally, for Russian assets, we assessed the consolidation methods applied as at December 31, 2023 by the Company for its investments in Novatek, Yamal LNG and Arctic LNG 2, and related value in a particular and evolving context, notably given sanctions.
F-6
Effect of estimated proved and proved developed hydrocarbon reserves on the depreciation of the oil and gas assets used in production activities in the Exploration & Production (E&P) and integrated LNG (iLNG) segments
As discussed in the “Estimation of hydrocarbon reserves” paragraph of the “Major judgments and accounting estimates” Note to the consolidated financial statements, the estimation of proved and proved developed hydrocarbon reserves is a key factor in the Successful Efforts method used to account for the Company’s oil and gas activities. Notes 7.1 “Intangible Assets” and 7.2 “Property, Plant and Equipment” to the consolidated financial statements outline that under this method oil and gas assets are depreciated using the unit-of-production method based on either proved hydrocarbon reserves or proved developed hydrocarbon reserves. Those reserves are estimated by the Company’s petroleum engineers in accordance with industry practice and Securities and Exchange Commission (SEC) regulations.
The main assumptions used by the Company to estimate the proved and proved developed hydrocarbon reserves in order to calculate the depreciation of the oil and gas assets used in production activities in the E&P and iLNG segments for the year ended December 31, 2023, include the following: geoscience and engineering data used to determine deposit quantities, the contractual arrangements that determine the Company’s share of the reserves and hydrocarbon prices.
We considered the effect of estimated proved and proved developed hydrocarbon reserves on the depreciation of oil and gas assets used in production activities in the E&P and iLNG segments to be a critical audit matter as Management’s assessment of the Company’s assumptions used involves a high degree of judgment due to their uncertain nature.
We obtained an understanding, evaluated the design and tested the operating effectiveness of certain controls, implemented by the Company, to address the risk of material misstatement relating to the depreciation of oil and gas assets used in production activities in the E&P and iLNG segments, depending on proved and proved developed hydrocarbon reserves. Our work included testing certain controls on the determination and evaluation of deposit quantities and the modeling of the contractual arrangements that determine the Company’s share of proved and proved developed hydrocarbon reserves.
The procedures we performed on the estimation of the reserves by the Company consisted mainly in:
- assessing the qualifications and experience of the Company’s petroleum engineers responsible for estimating reserves;
- analyzing the main changes in proved and proved developed hydrocarbon reserves compared to the previous year;
- comparing previously forecasted production to actual 2023 production;
- inspecting evidence from contractual arrangements that determine the Company’s share of proved and proved developed hydrocarbon reserves until the term of the contracts and evaluating, where appropriate, the reasons leading the Company to believe that the renewal of the contractual arrangements is reasonably certain;
- assessing the consistency of the end of production dates used to calculate depreciation with those provided for in the contracts concerning license expiration and in the cash flow forecasts used for the impairment tests;
- assessing the absence of significant residual proved and proved developed hydrocarbon reserves to be produced after 2040 on the basis of the current portfolio of oil and gas assets;
- assessing the methodology applied by the Company to estimate these proved and proved developed hydrocarbon reserves, in light of SEC regulations and the 12-month average price for 2023.
We have served as the Company’s auditor since 2022.
We have served as the Company’s auditor since 2004.
F-7
We have audited, before the effects of the adjustments to retrospectively reflect the change in segment composition, and present the details of the adjustment items to net operating income, as described in Note 3, the accompanying consolidated balance sheet of TotalEnergies SE and its subsidiaries (the “Company”) as of December 31, 2021, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “ consolidated financial statements”). The 2021 consolidated financial statements before the effects of the adjustments to retrospectively reflect the change in segment composition, and present the details of the adjustment items to net operating income, as described in Note 3 are not presented herein.
In our opinion, the 2021 consolidated financial statements, before the effects of the adjustments to retrospectively reflect the change in segment composition, and present the details of the adjustment items to net operating income, as described in Note 3, present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as adopted by the European Union and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
KPMG Audit was not engaged to audit, review, or apply any procedures to the adjustments to retrospectively reflect the change in segment composition, and present the details of the adjustment items to net operating income, as described in Note 3, and, accordingly, KPMG Audit does not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by Ernst & Young Audit in 2023.
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are public accounting firms registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
KPMG Audit
A division of KPMG S.A.
Represented by
/s/ Jacques-François, Georges, Marie Lethu
Jacques-François, Georges, Marie LethuPartner
/s/ Eric, Valéry, Jean-Yves Jacquet
Eric, Valéry, Jean-Yves Jacquet
Partner
We or our predecessor firms have served asthe Company’s auditor from 1996 to 2022.
Paris-La Défense, France
March 16, 2022
We have served as theCompany’s auditor since 2004.
Paris-La Défense, France, March 16, 2022, exceptfor Note 3, as to which the date is March 28, 2024
F-8
Consolidated Financial Statements
TotalEnergies
For the year ended December 31, (M$)(a)
(Notes 3, 4, 5)
Excise taxes
(Notes 3 & 5)
(18,183)
(17,689)
(21,229)
263,310
184,634
(Note 5)
(143,041)
(169,448)
(118,622)
(30,419)
(29,789)
(26,894)
(573)
(1,299)
(740)
Depreciation, depletion and impairment of tangible assets and mineral interests
(12,762)
(12,221)
(13,556)
(Note 6)
3,677
2,849
1,312
Other expense
(2,396)
(7,344)
(2,317)
Financial interest on debt
Financial income and expense from cash & cash equivalents
1,801
1,143
379
Cost of net debt
(Note 15)
(1,019)
(1,243)
(1,525)
896
(731)
(Note 8)
(1,892)
3,438
Income taxes
(Note 11)
(13,301)
(22,242)
(9,587)
CONSOLIDATED NET INCOME
TotalEnergies share
126
518
334
Earnings per share ($)
8.72
7.91
5.95
Fully-diluted earnings per share ($)
(a)
Except for per share amounts.
For the year ended December 31, (M$)
Other comprehensive income
Actuarial gains and losses
(Note 10)
(114)
574
Change in fair value of investments in equity instruments
(11)
112
Tax effect
(96)
(411)
Currency translation adjustment generated by the parent company
(Note 9)
2,573
(4,976)
(7,202)
Items not potentially reclassifiable to profit and loss
(4,386)
(6,512)
Currency translation adjustment
(3,277)
1,734
4,216
Cash flow hedge
(Notes 15 & 16)
2,898
(5,452)
278
Variation of foreign currency basis spread
65
Share of other comprehensive income of equity affiliates, net amount
(208)
3,497
706
(16)
(730)
1,449
(135)
Items potentially reclassifiable to profit and loss
(1,330)
1,277
5,066
Total other comprehensive income (net amount)
1,107
(3,109)
(1,446)
COMPREHENSIVE INCOME
22,617
17,935
14,920
- TotalEnergies share
22,534
17,419
14,616
- Non-controlling interests
516
304
As of December 31, (M$)
ASSETS
Non-current assets
Intangible assets, net
(Notes 4 & 7)
33,083
31,931
32,484
Property, plant and equipment, net
108,916
107,101
106,559
Equity affiliates: investments and loans
Other investments
1,543
1,051
1,625
Non-current financial assets
2,395
2,731
2,404
Deferred income taxes
3,418
5,049
5,400
4,313
2,388
2,797
Total non-current assets
184,125
178,140
182,322
Current assets
Current financial assets
6,585
8,746
12,315
Assets classified as held for sale
(Note 2)
2,101
Total current assets
99,529
125,724
111,136
TOTAL ASSETS
283,654
303,864
293,458
LIABILITIES & SHAREHOLDERS’ EQUITY
Shareholders’ equity
Common shares
7,616
8,163
8,224
Paid-in surplus and retained earnings
126,857
123,951
117,849
(13,701)
(12,836)
(12,671)
Treasury shares
(4,019)
(7,554)
(1,666)
Total shareholders’ equity - TotalEnergies share
Total shareholders’ equity
Non-current liabilities
11,688
11,021
10,904
Employee benefits
1,993
1,829
2,672
(Note 12)
21,257
21,402
20,269
Non-current financial debt
40,478
45,264
49,512
Total non-current liabilities
75,416
79,516
83,357
Current liabilities
41,335
41,346
36,837
36,727
52,275
42,800
Current borrowings
9,590
15,502
15,035
Liabilities directly associated with the assets classified as held for sale
687
167
Total current liabilities
88,785
109,778
95,102
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY
CASH FLOW FROM OPERATING ACTIVITIES
Depreciation, depletion, amortization and impairment
(Note 5.3)
13,818
13,680
14,343
Non-current liabilities, valuation allowances, and deferred taxes
(Note 5.5)
813
4,594
962
(Gains) losses on disposals of assets
(3,452)
369
(454)
Undistributed affiliates’ equity earnings
649
6,057
(667)
(Increase) decrease in working capital
Other changes, net
1,250
432
476
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions
(Note 7)
(17,722)
(15,690)
(12,343)
Acquisitions of subsidiaries, net of cash acquired
(1,772)
(94)
(321)
Investments in equity affiliates and other securities
(3,477)
(3,042)
(2,678)
(1,889)
(976)
(1,247)
Proceeds from disposals of intangible assets and property, plant and equipment
3,789
540
770
Proceeds from disposals of subsidiaries, net of cash sold
3,561
835
269
Proceeds from disposals of non-current investments
490
722
Repayment of non-current loans
566
2,734
1,172
CASH FLOW FROM FINANCING ACTIVITIES
Issuance (repayment) of shares:
– Parent company shareholders
383
370
381
– Treasury shares
(9,167)
(7,711)
(1,823)
Dividends paid:
(7,517)
(9,986)
(8,228)
– Non-controlling interests
(311)
(536)
(124)
Net issuance of perpetual subordinated notes
(1,081)
–
3,248
Payments on perpetual subordinated notes
(314)
(339)
(313)
Other transactions with non-controlling interests
(126)
(49)
Net issuance (repayment) of non-current debt
1,108
(359)
Increase (decrease) in current borrowings
(14,289)
(6,073)
(10,856)
Increase (decrease) in current financial assets and liabilities
2,562
3,944
(8,075)
Cash flow from / (used in) financing activities
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
Consolidated statement of changes in shareholders’ equity
Paid-in
Shareholders’
surplus and
Currency
equity -
Non-
Common shares issued
retained
translation
controlling
shareholders’
(M$)
Number
Amount
earnings
adjustment
share
interests
equity
As of January 1, 2021
2,653,124,025
8,267
107,078
(10,256)
(24,392,703)
(1,387)
103,702
106,085
Net income 2021
991
(2,407)
(1,416)
(30)
Comprehensive income
17,023
Dividend
(8,200)
(8,324)
Issuance of common shares
10,589,713
350
Purchase of treasury shares
(37,306,005)
Sale of treasury shares(a)
(216)
4,573,195
216
Share-based payments
143
Share cancellation
(23,284,409)
(74)
(1,254)
23,284,409
1,328
Net issuance (repayment) of perpetual subordinated notes
3,254
Other operations with non-controlling interests
(6)
713
Other items
As of December 31, 2021
(33,841,104)
Net income 2022
(2,933)
(174)
(3,107)
17,593
(9,989)
(10,525)
9,367,482
344
(140,207,743)
(318)
6,195,654
318
229
(1,418)
30,665,526
1,505
(44)
45
54
91
(9)
(434)
(443)
As of December 31, 2022
(137,187,667)
Net income 2023
1,987
(837)
1,150
(43)
23,371
(7,611)
(7,922)
361
(144,700,577)
(396)
6,463,426
396
291
(569)
(11,737)
214,881,605
12,306
(1,107)
(294)
(28)
85
87
AS OF DECEMBER 31, 2023
(60,543,213)
Changes in equity are detailed in Note 9.
Basis of preparation of the consolidated financial statements
F-15
Major judgments and accounting estimates
Judgments in case of transactions not addressed by any accounting standard or interpretation
F-20
NOTE 1 General accounting principles
F-21
NOTE 2 Changes in TotalEnergies’ perimeter
F-22
NOTE 3 Business segment information
F-23
NOTE 4 Segment information by geographical area
F-31
NOTE 5 Main items related to operating activities
F-32
NOTE 6 Other items from operating activities
F-37
NOTE 7 Intangible and tangible assets
F-39
NOTE 8 Equity affiliates, other investments and related parties
F-43
NOTE 9 Shareholders’ equity and share-based payments
F-48
NOTE 10 Payroll, staff and employee benefits obligations
F-55
NOTE 11 Income taxes
F-58
NOTE 12 Provisions and other non-current liabilities
F-60
NOTE 13 Off balance sheet commitments and lease contracts
F-63
NOTE 14 Financial assets and liabilities analysis per instrument class and strategy
F-67
NOTE 15 Financial structure and financial costs
F-69
NOTE 16 Financial instruments related to commodity contracts
F-84
NOTE 17 Post closing events
F-87
NOTE 18 Consolidation scope
F-88
On February 6, 2024, the Board of Directors established and authorized the publication of the Consolidated Financial Statements of TotalEnergies SE for the year ended December 31, 2023, which will be submitted for approval to the Shareholders’ Meeting to be held on May 24, 2024.
The Consolidated Financial Statements of TotalEnergies SE and its subsidiaries (the Company) are presented in U.S. dollars and have been prepared on the basis of IFRS (International Financial Reporting Standards) as adopted by the European Union and IFRS as issued by the IASB (International Accounting Standard Board) as of December 31, 2023.
The accounting principles applied for the consolidated financial statements at December 31, 2023, were the same as those that were used for the financial statements at December 31, 2022, except for amendments and interpretations of IFRS which were mandatory for the periods beginning after January 1, 2023. Their application did not have a significant impact on the financial statements as of December 31, 2023.
The international tax reform Pillar 2, which will be applicable in France from January 1, 2024, introduces a minimum tax rate of 15% on the profits of companies in each of their operating countries. TotalEnergies has set up a working group to assess the expected impacts of this reform. Given the high tax rates in its operating countries and the anticipated legislative and regulatory changes in some host countries, the Company does not expect the application of this minimum tax to result in the payment of additional tax in France.
The preparation of financial statements in accordance with IFRS for the closing as of December 31, 2023 requires the General Management to make estimates, assumptions and judgments that affect the information reported in the Consolidated Financial Statements and the Notes thereto.
These estimates, assumptions and judgments are based on historical experience and other factors believed to be reasonable at the date of preparation of the financial statements. They are reviewed on an on-going basis by General Management and therefore could be revised as circumstances change or as a result of new information.
Different estimates, assumptions and judgments could significantly affect the information reported, and actual results may differ from the amounts included in the Consolidated Financial Statements and the Notes thereto.
The following summary provides further information about the key estimates, assumptions and judgments that are involved in preparing the Consolidated Financial Statements and the Notes thereto. It should be read in conjunction with the sections of the Notes mentioned in the summary.
The estimation of oil and gas reserves is a key factor in the Successful Efforts method used by TotalEnergies to account for its oil and gas activities.
TotalEnergies’ oil and gas reserves are estimated by TotalEnergies’ petroleum engineers in accordance with industry standards and SEC (U.S. Securities and Exchange Commission) regulations.
Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geosciences and engineering data, can be determined with reasonable certainty to be recoverable (from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations), prior to the time at which contracts providing the rights to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.
Proved oil and gas reserves are calculated using a 12-month average price determined as the unweighted arithmetic average of the first-day-of-the-month price for each month of the relevant year unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. TotalEnergies reassesses its oil and gas reserves at least once a year on all its properties.
The Successful Efforts method and the mineral interests and property, plant and equipment of exploration and production are presented in Note 7 “Intangible and tangible assets”.
As part of the determination of the recoverable value of assets for impairment (IAS 36), the estimates, assumptions and judgments mainly concern hydrocarbon prices scenarios, operating costs, production volumes and oil and gas proved and probable reserves, refining margins and product marketing conditions (mainly petroleum, petrochemical and chemical products as well as renewable industry products). The estimates and assumptions used by the executive management are determined in specialized internal departments in light of economic conditions and external expert analysis. The discount rate is reviewed annually.
In 2020, in line with its new Climate Ambition announced on May 5, 2020, which aims at carbon neutrality, TotalEnergies had reviewed its oil assets that could be qualified as “stranded”, and therefore had decided to impair its oil sands assets in Canada sold in 2023.
Impairment of assets and the method applied are described in Note 3 “Business segment information”.
Asset retirement obligations, which result from a legal or constructive obligation, are recognized based on a reasonable estimate in the period in which the obligation arises.
This estimate is based on information available in terms of costs and work program. It is regularly reviewed to take into account the changes in laws and regulations, the estimates of reserves and production, the analysis of site conditions and technologies.
The discount rate is reviewed annually.
Asset retirement obligations and the method used are described in Note 12 “Provisions and other non-current liabilities”.
Climate change and the energy transition were considered in preparing the Consolidated Financial Statements. They may have significant impacts on the value of TotalEnergies’s assets and liabilities mentioned below, and on similar assets and liabilities that may be recognized in the future.
TotalEnergies supports the goals of the 2015 Paris Agreement, which calls for reducing greenhouse gas emissions in the context of sustainable development and the fight against poverty, and which aims to keep the increase in average global temperatures well below 2°C compared to pre-industrial levels.
TotalEnergies wants to rise to the dual challenge of meeting the energy needs of a growing world population while reducing global warming, and play an active role in the ongoing energy transition of the word. The Company is thus implementing its transition strategy aimed at ensuring the growth of its energy production to reach a sales mix of 30% oil, 50% gas and 20% electricity and low-carbon molecules by 2030, with carbon intensity (scope 1+2+3) decreasing by 25% compared to 2015.
TotalEnergies has embedded the changing energy markets into its strategy by investing in renewables and electricity, developing the production of biofuels, biogas and low-carbon hydrogen, favoring the use of natural gas, the transition fuel whose flexibility offers a lower carbon alternative to coal for electricity production and helps to mitigate the intermittency of solar and wind energies, targeting its investments in low-cost and low-emission oil, and developing nature-based carbon storage solutions as well as CO2 capture and sequestration.
TotalEnergies is committed to reducing its carbon footprint caused by the production, processing and supply of energy to its customers. Although the pace of the transition will depend on public policy, consumption patterns and resulting demand, TotalEnergies has set itself the mission to offer its customers energy products that are affordable and generate less CO2 and to support its partners and suppliers in their own low-carbon strategies.
TotalEnergies’ ambition is to get to Net Zero by 2050, together with society. As in 2021 and 2022, the Board of Directors submitted a Sustainability & Climate - Progress Report 2023 to a consultative vote of the Shareholders of TotalEnergies at the Combined Shareholders’ Meeting. This report gives an account of the progress made in the implementation of the Company’s ambition in terms of sustainable development and energy transition towards carbon neutrality, and with regards to its related objectives for 2030, and it also completes this ambition (resolution approved by 89% of votes).
TotalEnergies evaluates the solidity of its portfolio, particularly new material capital expenditure investments, on the basis of relevant scenarios and sensitivity tests. Each material capex investment, including in the exploration, acquisition or development of oil and gas resources, as well as in other energies and technologies, is subject to an evaluation that takes into consideration the objectives of the Paris Agreement, each new investment thus enhancing the resilience of the Company’s portfolio.
Economic criteria are analyzed as part of a price scenario for oil and gas that is compatible with the Paris agreement goals (Brent at 50$/b under the IEA APS scenario and Henry Hub at $3 per Mbtu). Even if CO2 pricing does not currently apply in all of the Company’s host countries, TotalEnergies includes as a base case in its investment criteria a minimum CO2 price of 100$/t (or the applicable price in a given country, if it is higher), and beyond 2029, the CO2 price is inflated by 2% per year. For investments in upstream oil & gas projects, TotalEnergies focuses on value creation and cash generation over volume, and the Company prioritizes projects with low technical costs (less than $20/b for operating costs plus investment costs) or low-breakeven points (less than $30/b, taxes included) and a profitability that exceeds an internally defined threshold. Carbon Capture and Storage (CCS) and Nature Based Solutions (NBS) projects are evaluated on the basis of the actual cost of one ton of CO2 (internal threshold in $/tCO2). As for projects in renewable energies, they are evaluated on their ability to generate a return on equity higher than 10%.
All oil and gas projects must help to lower the average intensity of greenhouse gas emissions (Scope 1+2) in their respective category. Currently, that means:
Besides, as described in Note 3.C “Asset impairment”, in order to ensure the resilience of its assets recognized on the balance sheet, the oil price trajectory retained by the Company for the computation of its impairments converges in the long term towards the price retained in 2050 by the IEA’s NZE scenario, i.e. $25.52023/b; the prices retained for gas, the transition fuel, stabilize between now and 2027 and until 2040 at lower levels than current prices and converge towards the IEA’s NZE scenario prices in 2050.
The strategy is implemented in the long-term plan of the Company, which is forecasted for a 5-year period, updated every year, and approved by the Board of Directors.
It reflects the economic environment, the ambition of the Company on carbon neutrality (Net Zero emissions) together with society, the related targets by 2030 and the current dynamics of energy transition, knowing that there is still significant uncertainty on the path to energy transition that the various countries will take.
The financial statements of TotalEnergies are prepared in coherence with the main technical and economic assumptions of the long-term plan and the objectives stated above.
They are also sensitive to various environmental considerations, including oil & gas prices and refining margins, as well as technical parameters, such as the estimation of hydrocarbons reserves. In particular, the selected assumptions and estimates have an impact on hydrocarbons reserves, the useful life of assets, the impairment of assets and provisions.
Asset impairment
The energy transition is likely to have an impact on future oil and gas prices and therefore on the recoverable amount of intangible assets and property, plant and equipment in the oil and gas industry.
The principles applied in determining the recoverable amounts are as follows:
The future cash flows were determined using the assumptions included in the 2024 budget and in the long-term plan of the Company approved by the Executive Committee and the Board of Directors. These assumptions, in particular including operational costs, estimation of oil and gas reserves, future volumes produced and marketed, represent the best estimate from the Company Management of economic and technical conditions over the remaining life of the assets.
F-16
The Company, notably relying on data on global energy demand from the “World Energy Outlook” issued by the IEA since 2016, and on its own supply and demand assessments, determines oil & gas prices scenarios based on assumptions about the evolution of core indicators of the upstream activity (demand for hydrocarbons in different markets, investment forecasts, decline in production fields, changes in oil & gas reserves and supply by area and by nature of oil & gas products), of the downstream activity (changes in refining capacity and demand for petroleum products) and by integrating “climate” challenge.
These price scenarios, first prepared within the Strategy & Markets Division, are also reviewed with the Company segments which bring their own expertise. They also integrate studies issued by international agencies, banks and independent consultants. They are then approved by the Executive Committee and the Board of Directors.
The IEA 2023 World Energy Outlook anticipates three scenarios that are key references for the Company: the STEPS (Stated Policies Scenario) and APS (Announced Pledges Scenario) for the short/mid-term and the NZE (Net Zero Emissions by 2050) for the long-term.
The STEPS only includes climate actions already implemented to date around the world and those under development. The APS also takes into account climate ambitions declared to date in the world, including the NDCs (Nationally Determined Contributions) and carbon neutrality ambitions. According to the IEA, it is associated with a temperature increase of around 1.7°C. This scenario is compatible with the objective of the Paris Agreement to limit the temperature increase to “well below 2°C”.
The IEA’s NZE is understood as the set of actions to be taken to be compatible with a 1.5°C scenario in 2050 (without overshooting). This normative scenario does not predict oil demand in the short and medium term, and therefore the price scenarios it proposes, particularly in the short and medium term, do not include a “realistic” evolution of demand. In fact, this scenario predicts that oil demand will peak in 2023 and fall by 20% between 2022 and 2030, whereas, according to the latest projections from the IEA, oil demand in 2024 will be higher than in 2023 and will continue to grow until 2028. According to the projections of other energy companies and consultants, demand would rather being to decline toward 2030 (the Oil peak at Wood MacKenzie in 2032, at HIS inflections in 2028).
Beyond the 2020-2030 decade, the oil price trajectory retained by the Company converges in the long term, to the price retained in 2050 by the IEA’s NZE scenario, i.e $25.52023/b. The prices retained for gas, the transition fuel, stabilize until 2040 at lower levels than the current prices and converge towards the IEA’s NZE scenario prices in 2050.
The oil price trajectories adopted by the Company are based on the following assumptions:
Oil demand has experienced sustained growth after the Covid crisis as the global economic recovery generated strong tensions on energy prices from mid-2021 onwards, which exacerbated in 2022 by the war in Ukraine. Despite the risks of recession in Europe in particular, global liquid demand in 2024 should be higher than in 2019 pre-crisis, notably due to the end of lockdown measures in China which allowed the restart of industrial activity. It should continue to grow until 2030, in a context of sustained growth in global energy demand. Indeed, population growth and rising living standards, particularly in emerging countries, should sustain oil consumption, despite the gradual electrification of transport and efficiency gains in combustion engines, mainly in developed countries.
In this context, prices would remain supported in the short term by historic production cuts decided (and implemented) by OPEC+ members. In the United States, production in 2023 is expected to be higher than in 2019, and capacities for further growth in shale oil in subsequent years seem to be a consensus. However, recent sector consolidation (Permian, DJ and Bakken) should strengthen discipline on the profitability of these investments and thus contain growth.
The price trajectory used reflects the Company’s analysis that the weakness of investment oil upstream since 2015 oil crisis and accentuated by the health and economic crisis of 2020 (-30% according to the IEA), and the natural decline of fields currently in production, leads to a global supply-demand balance that will remain tight until 2030. Thus in the scenario used, the Brent price stabilizes at $702023/b from 2025 to 2030. The developments observed in 2023, in particular the post-Covid demand recovery in China and the production cuts of OPEC+, justify this price level from 2025.
Beyond 2030, given technological developments, particularly in the transport sector, oil demand should have reached its peak and the selected price scenario decreases linearly to reach $502023/b in 2040 and then $25.52023/b in 2050, in line with the NZE scenario.
The average Brent prices over the period 2024-2050 thus stands at $53.82023/b.
For natural gas, the transition fuel, the price trajectory adopted by the Company is based on the following assumptions:
Natural gas demand in 2021 has exceeded its pre-crisis level with very strong tensions on prices in Europe and, by extension, in Asia through LNG prices, as a result of the cuts in Russian pipe gas importation that began at the end of 2021 and continued in 2022 with the complete shutdown of the Nordstream. Global gas demand in 2022 was almost at the same level as in 2021. Global demand in 2023 is expectd to be at the same level as in 2022 with the recourse to American LNG to replace Russian gas in Europe, still in competition with Asia. Gas prices in Asia and Europe have returned to much lower levels than the exceptionally high prices reached in the third quarter of 2022 but remain higher than before the crisis. The price of gas in the United States did not experience such a sharp increase in 2022 and has since stabilized.
The Company anticipates in 2024 higher prices than before the crisis on the Asia, Europe and slightly on the USA hubs. Thereafter, natural gas demand would be driven by the same fundamentals as oil (decrease in Europe but resistance in Asia-Pacific), plus its substitution for coal in power generation and by its role as a flexible and controllable source to mitigate the intermittent use and seasonality of renewable energies. The abundant global supply and the growth of liquefied natural gas would, however, limit the potential for higher gas prices. Beyond 2040, with the development of renewables including storage and hydrogen, gas demand is expected to stabilize.
In this context, the gas price level used to determine the value in use of the CGUs concerned is as follows:
On the NBP quotation (Europe): $14.72023/Mbtu in 2024, $12.52023/Mbtu in 2025, $10.22023/Mbtu in 2026, then $82023/Mbtu between 2027 and 2040.
On the Henry Hub quotation (United States): $32023/Mbtu between 2024 and 2040.
On the DES Japan (Asia) quotation: $15.72023/Mbtu in 2024, $13.52023/Mbtu in 2025, $11.22023/Mbtu in 2026, then $92023/Mbtu between 2027 and 2040.
From 2040 onwards, the price trajectory converges towards the price retained in 2050 by the NZE scenario, i.e. $4.22023/Mbtu for NBP, $2.02023/Mbtu for Henry Hub and $5.42023/Mbtu DES Japan (Asia).
The future operational costs were determined by taking into account the existing technologies, the fluctuation of prices for petroleum services in line with market developments and the internal cost reduction programs effectively implemented.
F-17
The determination of value in use also takes into account on all identified assets the impact of their CO2 emissions. Future scope 1 and 2 emissions of the assets concerned over the life of the assets are valued at $100/t or the applicable price in a given country, if it is higher. Beyond 2029, the CO2 price is inflated by 2% per year.
The future cash flows are estimated over a period consistent with the life of the assets of the CGUs. They are prepared post-tax and take into account specific risks related to the CGUs’ assets. They are discounted using an 8% post-tax discount rate, this rate being the weighted-average cost of TotalEnergies capital estimated from historical market data. This rate was 8% in 2022 and 7% in 2021. The value in use calculated by discounting the above post-tax cash flows using an 8% post-tax discount rate is not materially different from the value in use calculated by discounting pre-tax cash flows using a pre-tax discount rate determined by an iterative computation from the post-tax value in use. These pre-tax discount rates generally range from 7% to 14%.
Asset impairments are subject to sensitivity testing. In particular, upstream assets are tested as follows:
Finally, TotalEnergies also reviewed its upstream assets that can be qualified as “stranded”, meaning with reserves beyond 20 years and high production costs, whose overall reserves may therefore not be produced by 2050. The only projects concerned were the Fort Hills and Surmont oil sands projects in Canada that TotalEnergies sold in 2023.
The Company’s strategy of focusing new oil investments on low carbon intensity projects and low cost of production also led it to exit from extra heavy crude oil assets in Venezuela’s Orinoco Belt in 2021.
The characteristics of TotalEnergies’ portfolio mitigate the risk of having stranded assets in the future if a structural decline in demand for hydrocarbons occurs due to stricter global environmental regulations and constraints and a resulting change in consumer preferences.
The Company will continue to review price assumptions as the energy transition progresses and this may result in additional impairment charges in the future.
The effect of asset impairments on TotalEnergies’ financial statements and the associated sensitivity calculations are detailed in Note 3.C “Asset impairment”.
Exploration assets
The energy transition could affect the future development or economic viability of certain exploration assets.
TotalEnergies applies IFRS 6 “Exploration for and Evaluation of Mineral Resources”. Oil and gas exploration and production properties and assets are accounted for in accordance with the Successful Efforts method.
Exploratory wells are capitalized and tested for impairment on an individual basis as follows:
Costs of exploratory wells which result in proved reserves are capitalized and then depreciated using the unit-of-production method based on proved developed reserves;
Costs of exploratory wells are capitalized as work in progress until proved reserves have been found, if both of the following conditions are met:
◾The well has found a sufficient quantity of reserves to justify, if appropriate, its completion as a producing well, assuming that the required capital expenditures are made.
◾TotalEnergies is making sufficient progress assessing the reserves and the economic and operating viability of the project. This progress is evaluated on the basis of indicators such as whether additional exploratory works are under way or firmly planned (wells, seismic or significant studies), whether costs are being incurred for development studies and whether TotalEnergies is waiting for governmental or other third-party authorization on a proposed project, or availability of capacity on an existing transport or processing facility.
Costs of exploratory wells not meeting these conditions are charged to exploration costs.
These assets will continue to be carefully reviewed as the energy transition progresses, in line with the resulting capital expenditure allocation policy.
The effect of exploration activities on the financial statements of TotalEnergies is detailed in Note 7.2 “Property, plant and equipment”.
Intangible and tangible assets - depreciation and useful lives
The energy transition may curtail the useful life of oil and gas assets, thereby increasing the annual depreciation charges related to these assets.
The following accounting principles are applied to the hydrocarbon production assets of exploration and production activities:
In the event that, due to the price effect on reserves evaluation, the unit-of-production method does not reflect properly the useful life of the asset, an alternative depreciation method is applied based on the reserves evaluated with the price of the previous year. As of December 31, 2023, 2022 and 2021, this alternative method is not applied as, given the price used to assess the reserves, the unit-of-production method correctly reflects the useful life of the assets.
F-18
With respect to phased development projects or projects subject to progressive well production start-up, the fixed assets’ depreciable amount, excluding production or service wells, is adjusted to exclude the portion of development costs attributable to the undeveloped reserves of these projects.
With respect to production sharing contracts, the unit-of-production method is based on the portion of production and reserves assigned to TotalEnergies taking into account estimates based on the contractual clauses regarding the reimbursement of exploration, development and production costs (cost oil/gas) as well as the sharing of hydrocarbon rights after deduction of cost oil (profit oil/gas).
Hydrocarbon transportation and processing assets are depreciated using the unit-of-production method based on throughput or by using the straight-line method whichever best reflects the economic life of the asset.
Given the characteristics of the Company’s portfolio of oil & gas assets, its current value on the balance sheet will be almost entirely depreciated by 2040.
Consequently, TotalEnergies does not anticipate significant changes in the useful life of its existing oil and gas assets that would represent an element of significant judgment impacting its consolidated accounts in the future.
The impact of the depreciation of oil and gas assets on the financial statements of TotalEnergies is detailed in Notes 7.1 “Intangible assets” and 7.2 “Property, plant and equipment”.
Asset retirement obligations
The energy transition may bring forward asset retirement obligations of certain oil and gas assets, thereby increasing the present value of the associated provisions.
The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the useful life of this asset.
An entity is required to measure changes in the liability for an asset retirement obligation due to the passage of time (accretion) by applying a discount rate to the amount of the liability. Given the long-term nature of expenditures related to our asset retirement obligations, the rate is determined by reference to the rates of high quality AA-rated corporate bonds on the USD area for a long-term horizon. The increase of the provision due to the passage of time is recognized as “Other financial expense”.
The discount rate used for the valuation of asset retirement obligation is 5% in 2023, it was 4% in 2022 and 3% in 2021 (the expenses are estimated at current currency values with an inflation rate of 2% in 2023 and 2022 and 1.5% in 2021).
In upstream activities, in application of its internal procedures, TotalEnergies regularly reviews, on an asset-by-asset basis, the estimate of its future asset retirement costs, as well as the date at which work will be performed. The assets and liabilities recognized in respect of retirement obligations under these rules as described in Note 12.1 “Provisions and other non-current liabilities” are adjusted accordingly.
The Company will continue to review its estimates of both costs and the maturity of commitments on a regular basis and will take into account any significant impact that may result from changes in these parameters in the future.
The effect of the asset retirement obligations on the financial statements of TotalEnergies and the associated sensitivity calculations are detailed in Note 12.1 “Provisions and other non-current liabilities”. A maturity schedule of these obligations is presented in Note 13.1 “Off-balance sheet commitments and contractual obligations”.
A tax liability is recognized when in application of a tax regulation, a future payment is considered probable and can be reasonably estimated. The exercise of judgment is required to assess the impact of new events on the amount of the liability.
Deferred tax assets are recognized in the accounts to the extent that their recovery is considered probable. The amount of these assets is determined after taking into account deferred tax liabilities with comparable maturity, arising from the same entities and tax regimes. It takes into account existing taxable profits and future taxable profits which estimation is inherently uncertain and subject to change over time. The exercise of judgment is required to assess the impact of new events on the value of these assets and including changes in estimates of future taxable profits and the deadlines for their use.
In addition, these tax positions may depend on interpretations of tax laws and regulations in the countries where TotalEnergies operates. These interpretations may have uncertain nature. Depending on the circumstances, they are final only after negotiations or resolution of disputes with authorities that can last several years.
Incomes taxes and the accounting methods are described in Note 11 “Income taxes”.
The benefit obligations and plan assets can be subject to significant volatility due in part to changes in market values and actuarial assumptions. These assumptions vary between different pension plans and thus take into account local conditions. They are determined following a formal process involving expertise and TotalEnergies internal judgments, in financial and actuarial terms, and also in consultation with actuaries and independent experts.
The assumptions for each plan are reviewed annually and adjusted if necessary to reflect changes from the experience and actuarial advice. The discount rate is reviewed quarterly.
Payroll, staff and employee benefits obligations and the method applied are described in Note 10 “Payroll, staff and employee benefits obligations”.
Russian assets were fully impaired in 2022, with the exception of the shares held in the Yamal LNG company. In total, the impact of impairments and provisions recorded in 2022 due to the Russo-Ukrainian conflict amounted to $(14,756) million in TotalEnergies’ net result.
On November 2, 2023, the Arctic LNG 2 company was placed under sanctions by the U.S. authorities. TotalEnergies initiated the contractual suspension procedure provided for in the Arctic LNG 2 shareholders’ agreement and that of force majeure for the LNG purchase contract from Arctic LNG 2. These procedures, upon their notification, resulted in the suspension of TotalEnergies’ rights and obligations under these agreements, thus implying in particular the suspension of the participation of TotalEnergies’ representatives in the governance bodies of Arctic LNG 2. As a result, the 10% interest held by TotalEnergies in Arctic LNG 2 is no longer accounted for using the equity method in the Company’s accounts as of December 31, 2023 but is recorded under “other investments”. As mentioned above, as the shares in Arctic LNG 2 were fully impaired in 2022, this deconsolidation had no impact on the 2023 consolidated financial statements.
F-19
With regard to the participation in Novatek, in the absence of any new event, the assessments and judgments taken into account on December 31, 2022 in the accounting and valuation method remain unchanged at December 31, 2023. As the criteria for significant influence are no longer met within the meaning of IAS 28 “Investments in associates and joint ventures”, TotalEnergies’ 19.4% interest in Novatek has no longer been accounted for using the equity method in the Company’s financial statements since the end of the 4th quarter of 2022.
Furthermore, when the accounting treatment of a specific transaction is not addressed by any accounting standard or interpretation, the management applies its judgment to define and apply accounting policies that provide information consistent with the general IFRS concepts: faithful representation, relevance and materiality.
Note 1
Note 1 General accounting principles
1.1 Accounting principles
A) Principles of consolidation
Entities that are directly controlled by the parent company or indirectly controlled through other consolidated entities are fully consolidated.
Investments in joint ventures are accounted for by the equity method. TotalEnergies accounts for joint operations by recognizing its share of assets, liabilities, income and expenses.
Investments in associates, in which TotalEnergies has significant influence, are accounted for by the equity method. Significant influence is presumed when TotalEnergies holds, directly or indirectly (e.g. through subsidiaries), 20% or more of the voting rights. In the case of a percentage of less than 20%, accounting under the equity method applies only when significant influence can be demonstrated.
All internal balances, transactions and income are eliminated.
B) Business combinations
Business combinations are accounted for using the acquisition method. This method requires the recognition of the acquired identifiable assets and assumed liabilities of the companies acquired by TotalEnergies at their fair value.
The purchase accounting of the acquisition is finalized up to a maximum of one year from the acquisition date.
The acquirer shall recognize goodwill at the acquisition date, being the excess of:
▪
The consideration transferred, the amount of non-controlling interests and, in business combinations achieved in stages, the fair value at the acquisition date of the investment previously held in the acquired company;
Over the fair value at the acquisition date of acquired identifiable assets and assumed liabilities.
If the consideration transferred is lower than the fair value of acquired identifiable assets and assumed liabilities, an additional analysis is performed on the identification and valuation of the identifiable elements of the assets and liabilities. After having completed such additional analysis, any negative goodwill is recorded as income.
Non-controlling interests are measured either at their proportionate share in the net assets of the acquired company or at fair value.
In transactions with non-controlling interests, the difference between the price paid (received) and the book value of non-controlling interests acquired (sold) is recognized directly in equity.
C) Foreign currency translation
The presentation currency of TotalEnergies’ Consolidated Financial Statements is the U.S. dollar. However, the functional currency of the parent company is the euro. The resulting currency translation adjustments are presented on the line “currency translation adjustment generated by the parent company” of the consolidated statement of comprehensive income, within “items not potentially reclassifiable to profit and loss”. In the balance sheet, they are recorded in “currency translation adjustment”.
The financial statements of subsidiaries are prepared in the currency that most clearly reflects their business environment. This is referred to as their functional currency.
Since July 1, 2018, Argentina is considered to be hyperinflationary. IAS 29 “Financial Reporting in Hyperinflationary Economies” is applicable to entities whose functional currency is the Argentine peso. The functional currency of the Argentine Exploration & Production subsidiary is the U.S. dollar, therefore IAS 29 has no incidence on TotalEnergies accounts. Net asset of the other business segments is not significant.
(i) Monetary transactions
Transactions denominated in currencies other than the functional currency of the entity are translated at the exchange rate on the transaction date. At each balance sheet date, monetary assets and liabilities are translated at the closing rate and the resulting exchange differences are recognized in the statement of income.
(ii) Translation of financial statements
Assets and liabilities of entities denominated in currencies other than dollar are translated into dollar on the basis of the exchange rates at the end of the period. The income and cash flow statements are translated using the average exchange rates for the period. Foreign exchange differences resulting from such translations are either recorded in shareholders’ equity under “Currency translation adjustments” (for TotalEnergies share) or under “Non-controlling interests” (for the share of non-controlling interests) as deemed appropriate.
1.2 Significant accounting principles applicable in the future
The expected impact of the standards or interpretations published respectively by the International Accounting Standards Board (IASB) and the International Financial Reporting Standards Interpretations Committee (IFRS IC) which were not yet in effect at December 31, 2023, is not material.
Note 2
Note 2 Changes in TotalEnergies’ perimeter
2.1 Main acquisitions and divestments
In 2023, the main changes in TotalEnergies perimeter were as follows:
The SARB and Umm Lulu concession includes two major offshore fields. ADNOC holds a 60% interest in this concession, alongside OMV (20%). The concession is operated by ADNOC Offshore.
The SARB and Umm Lulu transaction was completed on March 15, 2023. The Mubarraz transaction was not completed following Cosmo’s decision to exercise its right of first refusal on the proposed transaction on April 21, 2023 in accordance with the terms of the agreements.
On May 26, 2023, ConocoPhillips has notified that it is exercising its preemption right to purchase the 50% interest in the Surmont asset. On October 4, 2023, TotalEnergies EP Canada Ltd. has finalized the sale to ConocoPhillips of its 50% interest in the Surmont oil sands asset and associated midstream commitments. The transaction, for a base amount of $4.03 billion Canadian dollar (about US$3.0 billion) plus up to $440 million Canadian dollar (about US$330 million) in contingent payments. Including adjustments, TotalEnergies received a cash payment at closing of $3.7 billion Canadian dollar (about US$2.75 billion).
On November 20, 2023, TotalEnergies has completed the sale to Suncor of the entirety of the shares of TotalEnergies EP Canada Ltd., comprising notably its participation in the Fort Hills oil sands asset and associated midstream commitments. The consideration for the transaction is $1.47 billion Canadian dollar (about US$1.1 billion). Including adjustments, TotalEnergies received a cash payment at closing of $1.83 billion Canadian dollar (about US$1.3 billion).
1 Commercial Operation Date
Note 3
On December 28, 2023, the transaction related to the network in Germany was finalized for a cash amount received after adjustments and before taxes of 2.4 billion dollars.
The assets and liabilities related to the networks in the Netherlands, Luxembourg, and Belgium are respectively classified in the sections “Assets classified as held for sale” and “Liabilities directly associated with the assets classified as held for sale” of the balance sheet on December 31, 2023. These transactions were finalized in January 2024 for 1.4 billion dollars.
2.2 Major business combinations
Accounting principles
In accordance with IFRS 3 “Business combinations”, TotalEnergies is assessing the fair value of identifiable acquired assets, liabilities and contingent liabilities on the basis of available information. This assessment will be finalised within 12 months following the acquisition date.
The purchase price allocation of $1,473 million has been done and is shown below:
At the acquisition date
Intangible assets
Tangible assets
1,429
Other assets and liabilities
(234)
Fair value of consideration
1,473
The preliminary purchase price allocation brought back to 100% of $2,909 million is shown below:
Goodwill
1,417
821
2,193
(64)
Net debt of the acquired treasury
(1,389)
Minority interests
(69)
Fair value of the consideration transferred
2,909
Goodwill represents the valuation of Total Eren’s ability to generate future projects in the field of renewable energy.
2.3 Divestment projects
Pursuant to IFRS 5 “Non-current assets held for sale and discontinued operations”, assets and liabilities of affiliates that are held for sale are presented separately on the face of the balance sheet. Depreciation of assets ceases from the date of classification in “Non-current assets held for sale”.
On August 4, 2023, TotalEnergies and its partner SOCAR (State Oil Company of the Republic of Azerbaijan) have signed an agreement to sell a 15% participating interest each in the Absheron gas field to ADNOC (Abu Dhabi National Oil Company). After completion of this transaction, which is subject to the approval by the relevant authorities, TotalEnergies will own a 35% interest in Absheron gas field, alongside SOCAR (35%) and ADNOC (30%).
As of December 31, 2023, the assets have been classified in the consolidated balance sheet as “assets classified as held for sale” for an amount of $314 million. These assets mainly include tangible assets.
As of December 31, 2023, the assets and liabilities related to the transactions with Alimentation Couche-Tard on the TotalEnergies service station networks in the Netherlands, Luxembourg and Belgium were classified respectively under “ Assets classified as held for sale” for $1,153 million and under “ Liabilities directly associated with the assets classified as held for sale “ in the consolidated balance sheet for $577 million. The assets concerned are mainly tangible fixed assets.
Note 3 Business segment information
Description of the business segments
Financial information by business segment is reported in accordance with the internal reporting system and shows internal segment information that is used to manage and measure the performance of TotalEnergies and which is reviewed by the main operational decision-making body of the Company, namely the Executive Committee.
The profitable growth in the LNG and power integrated value chains are two of the key axes of TotalEnergies’s strategy.
In order to give more visibility to these businesses, the Board of Directors has decided that from the first quarter 2023, Integrated LNG and Integrated Power results, previously grouped in the Integrated Gas, Renewables & Power (iGRP) segment, would be reported separately as two segments.
A Refining & Chemicals segment constituting a major industrial hub comprising the activities of refining, petrochemicals and specialty chemicals. This segment also includes the activities of oil Supply, Trading and marine Shipping;
A Marketing & Services segment including the global activities of supply and marketing in the field of petroleum products;
In addition the Corporate segment includes holdings operating and financial activities.
This new segment reporting has been prepared in accordance with IFRS 8 and according to the same principles as the internal reporting followed by the TotalEnergies’s Executive Committee.
Due to the change in the Company’s internal organizational structure affecting the composition of the business segments, the segment reporting data for the years 2021 and 2022 has been restated.
Definition of the indicators
Adjusted Net Operating Income
TotalEnergies measures performance at the segment level on the basis of adjusted net operating income. Adjusted net operating income comprises operating income of the relevant segment after deducting the amortization and the depreciation of intangible assets other than mineral interest, translation adjustments and gains or losses on the sale of assets, as well as all other income and expenses related to capital employed (dividends from nonconsolidated companies, income from equity affiliates and capitalized interest expenses) and after income taxes applicable to the above, excluding the effect of the adjustments describe below.
Starting 2023, details of adjustment items are presented for net operating income (with comparative periods 2021 and 2022).
Adjustment items include:
a) Special items
Due to their unusual nature or particular significance, certain transactions qualifying as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, transactions such as restructuring costs or assets disposals, which are not considered to be representative of the normal course of business, may qualify as special items although they may have occurred in prior years or are likely to occur in following years.
b) The inventory valuation effect
In accordance with IAS 2, TotalEnergies values inventories of petroleum products in its financial statements according to the First-in, First-Out (FIFO) method and other inventories using the weighted-average cost method. Under the FIFO method, the cost of inventory is based on the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on the reported income. Accordingly, the adjusted results of the Refining & Chemicals and Marketing & Services segments are presented according to the replacement cost method. This method is used to assess the segments’ performance and facilitate the comparability of the segments’ performance with those of its main competitors.
In the replacement cost method, which approximates the Last-In, First-Out (LIFO) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period rather than the historical value. The inventory valuation effect is the difference between the results under the FIFO and the replacement cost methods.
c) Effect of changes in fair value
The effect of changes in fair value presented as an adjustment item reflects for trading inventories and storage contracts, differences between internal measures of performance used by TotalEnergies’ Executive Committee and the accounting for these transactions under IFRS.
IFRS requires that trading inventories be recorded at their fair value using period end spot prices. In order to best reflect the management of economic exposure through derivative transactions, internal indicators used to measure performance include valuations of trading inventories based on forward prices.
TotalEnergies, in its trading activities, enters into storage contracts, whose future effects are recorded at fair value in TotalEnergies’ internal economic performance. IFRS precludes recognition of this fair value effect.
Furthermore, TotalEnergies enters into derivative instruments to risk manage certain operational contracts or assets. Under IFRS, these derivatives are recorded at fair value while the underlying operational transactions are recorded as they occur. Internal indicators defer the fair value on derivatives to match with the transaction occurrence.
F-24
A) Information by business segment
For the year ended December 31, 2023
Intercompany
External sales
6,561
12,086
27,337
101,203
89,909
Intersegment sales
42,595
14,789
4,126
36,581
631
206
(98,928)
(841)
(17,342)
49,156
26,875
31,463
136,943
73,198
238
Operating expenses
(20,355)
(21,569)
(28,763)
(130,899)
(70,497)
(878)
98,928
(174,033)
(8,493)
(1,288)
(281)
(1,685)
(905)
(110)
Net income (loss) from equity affiliates and other items
(307)
2,194
(345)
3,680
Tax on net operating income
(10,095)
(810)
(938)
(1,246)
271
(13,212)
Adjustments(a)
(1,036)
(173)
(1,275)
(84)
Net cost of net debt
NET INCOME - TotalEnergies SHARE
(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
The management of balance sheet positions (including margin calls) related to centralized markets access for LNG, gas and power activities since 2022 has been fully included in the Integrated LNG segment.
Effects of changes in the fair value of gas and LNG positions are allocated to the operating income of Integrated LNG segment.
Effects of changes in the fair value of power positions are allocated to the operating income of Integrated Power segment.
12,378
3,410
5,497
2,149
1,273
153
24,860
5,118
290
661
196
2,132
219
For the year ended December 31, 2022
9,942
21,300
27,453
121,618
100,661
55,190
17,075
3,353
45,857
1,433
248
(123,156)
(737)
(16,952)
65,132
38,375
30,806
166,738
85,142
273
(24,521)
(29,982)
(29,217)
(156,897)
(81,746)
(1,329)
123,156
(200,536)
(8,115)
(1,208)
(1,533)
(1,033)
(138)
(9,943)
978
1,788
885
(20)
288
(6,024)
(17,445)
(1,574)
(2,544)
(787)
281
(22,207)
(12,371)
(4,580)
2,070
(653)
(362)
(518)
10,646
1,249
5,226
1,186
19,802
807
2,301
1,126
214
222
(1,744)
F-25
For the year ended December 31, 2021
7,246
14,903
15,801
87,600
80,288
34,896
6,862
1,325
27,637
254
(71,425)
(20,121)
42,142
21,765
17,126
114,129
60,618
(16,722)
(17,116)
(16,775)
(108,982)
(57,159)
(927)
71,425
(146,256)
(9,110)
(204)
(1,583)
(1,100)
(760)
2,935
(190)
108
2,656
(7,506)
(600)
(1,068)
(738)
(9,762)
(2,395)
(53)
(697)
7,276
2,351
3,990
1,638
1,242
92
16,589
894
1,059
319
(1,232)
F-26
B) Additional information on adjustment items
The main adjustment items for 2023 are the following:
The detail of the adjustment items is presented in the table below.
Adjustments to net operating income
Exploration &
Refining &
Marketing &
Inventory valuation effect
(586)
(108)
(547)
559
(51)
Asset impairment and provisions charges
(926)
(773)
(115)
Gains (losses) on disposals of assets
1,616
(541)
(127)
46
(279)
(93)
TOTAL
337
194
798
(41)
(14)
Asset impairment and provisions charges(a)
(11,157)
(4,460)
(21)
(112)
(1,214)
(116)
(990)
(62)
(353)
1,296
236
(448)
(75)
(8)
(54)
(291)
(40)
Gains (losses) on disposals of assets(a)
(76)
(192)
F-27
C) Asset impairment
The recoverable amounts of intangible assets and property, plant and equipment are tested for impairment as soon as any indication of impairment exists. This test is performed at least annually for goodwill.
The recoverable amount is the higher of the fair value (less costs to sell) or the value in use.
Assets are grouped into cash-generating units (or CGUs) and tested. A CGU is a homogeneous set of assets that generates cash inflows that are largely independent of the cash inflows from other groups of assets.
The value in use of a CGU is determined by reference to the discounted expected future cash flows of these assets, based upon Management’s expectation of future economic and operating conditions. When this value is less than the carrying amount of the CGU, an impairment loss is recorded. This loss is allocated first to goodwill with a corresponding amount in “Other expense”. Any further losses are then allocated to property, plant and mineral interests with a corresponding amount in “Depreciation, depletion and impairment of tangible assets and mineral interests” and to other intangible assets with a corresponding amount in “Other expense”.
Impairment losses recognized in prior periods can be reversed up to the original carrying amount, had the impairment loss not been recognized. Impairment losses recognized on goodwill cannot be reversed.
Investments in associates or joint ventures are tested for impairment whenever indication of impairment exists. If any objective evidence of impairment exists, the carrying amount of the investment is compared with its recoverable amount, being the higher of its fair value less costs to sell and value in use. If the carrying amount exceeds the recoverable amount, an impairment loss is recorded in “Net income (loss) from equity affiliates”.
For the financial year 2023, asset impairments were recorded for an amount of $(2,297) million in net operating income and $(2,166) million in net income, TotalEnergies share. These impairments were qualified as adjustment items of the net operating income and net income, TotalEnergies share.
Impairments relate to certain cash-generating units (CGUs) for which indicators of impairment have been identified, due to changes in operating conditions or the economic environment of the activities concerned.
Principles for determining value in use of a CGU
F-28
In this context, prices would remain supported in the short term by historic production cuts decided (and implemented) by OPEC+ members. In the US, production in 2023 is expected to be higher than in 2019, and capacities for further growth in shale oil in subsequent years seem to be a consensus. However, recent sector consolidation (Permian, DJ and Bakken) should strengthen discipline on the profitability of these investments and thus contain growth. The price trajectory used reflects the Company’s analysis that the weakness of investment oil upstream since 2015 oil crisis and accentuated by the health and economic crisis of 2020 (-30% according to the IEA), and the natural decline of fields currently in production, leads to a global supply-demand balance that will remain tight until 2030. Thus in the scenario used, the Brent price stabilizes at $702023/b from 2025 to 2030. The developments observed in 2023, in particular the post-Covid demand recovery in China and the production cuts of OPEC+, justify this price level from 2025.
Impairment losses recognized by segment
The CGUs of the Exploration & Production segment are defined as oil and gas fields or groups of oil and gas fields with industrial assets enabling the production, treatment and evacuation of the oil and gas. For the financial year 2023, the Company recorded impairments of assets over CGUs of the Exploration & Production segment for $(881) million in net income, TotalEnergies share.
Impairments recognized in 2023 mainly relate to the Company’s assets in Kenya, Congo and for Al Shaheen in Qatar related to temporal tax effects.
As for sensitivities of the Exploration & Production segment:
The CGUs of the Integrated LNG segment are subsidiaries or groups of subsidiaries organized by activity or geographical area, and by fields or groups of fields for upstream LNG activities. For the financial year 2023, the Company recorded impairments on CGUs in the Integrated LNG segment for $(124) million in net income, TotalEnergies share.
As for sensitivities of the Integrated LNG:
F-29
The CGUs of the Integrated Power segment are subsidiaries or groups of subsidiaries organized by activity or geographical area. For the financial year 2023, the Company recorded impairments on CGUs in the Integrated Power segment for $(773) million in net income, TotalEnergies share.
Impairments recognized in 2023 mainly relate to the offshore wind project in Yunlin, Taiwan, and the goodwill and customer portfolios of gas and power marketing activities in Belgium, Spain and France.
As for sensitivities of the Integrated Power:
The CGUs of the Refining & Chemicals segment are defined as legal entities with operational activities for refining and petrochemicals activities. Future cash flows are based on the gross contribution margin (calculated on the basis of net sales after purchases of crude oil and refined products, the effect of inventory valuation and variable costs). The other activities of the segment are global divisions, each division gathering a set of businesses or homogeneous products for strategic, commercial and industrial plans. Future cash flows are determined from the specific margins of these activities, unrelated to the price of oil.
For the financial year 2023, the Company has recorded impairments on CGUs in the Refining & Chemicals segment for an amount of $(273) million in net income TotalEnergies share, mainly relating to divestments projects of Naphtachimie to INEOS and the Natref refinery in South Africa.
As for sensitivities of the Refining & Chemicals segment:
an increase by 1 point in the discount rate would have an additional negative impact of $0.1 billion in net income, TotalEnergies share.
a decrease of 10% of the refining margins (could be in link with the increase of CO2 cost) would have a negative impact of approximately of $0.6 billion in net income, TotalEnergies share.
The most sensitive assets would be the refining assets in France.
The CGUs of the Marketing & Services segment are subsidiaries or groups of subsidiaries organized by geographical area.
For the financial year 2023, the Company recorded impairments on the CGUs of the Marketing & Services segment for $(115) million in net income, TotalEnergies share.
Impairments recognized in years 2022 and 2021
For the financial year 2022, the Company recorded impairments in Exploration & Production, Integrated Gas, Renewables & Power and Marketing & Services segments for an amount of $(15,743) million in net income, TotalEnergies share.
Impairments recognized in 2022 in Exploration & Production segment relate to the Company’s assets in Russia for an amount of $(10,527) million in net income TotalEnergies share, mainly relating to the investment in Novatek.
They also take into account the impairment of the North Platte project assets for $(957) million in net income, TotalEnergies share, following the Company’s decision announced in February not to sanction and so to withdraw from this deepwater project in the Gulf of Mexico.
The impairments recognized also include a reversal of impairment on the Company’s assets in Canada. In the context of the project to spin-off the Company’s upstream activities in Canada, an impairment test was carried out, and the resulting value in use led to a reversal of impairment of $728 million in net income, TotalEnergies share.
Impairments recognized in 2022 on CGUs in the Integrated Gas, Renewables & Power segment for $(4,481) million in net income, TotalEnergies share. Impairments recognized relate to the Company’s assets in Russia for an amount of $(4,142) million in net income, TotalEnergies share, notably concerning Arctic LNG 2.
Impairments recognized in 2022 in CGUs Marketing & Services segment for $(112) million in net income, TotalEnergies share. Impairments recognized relate to the Company’s assets in Russia for an amount $(87) million in net income, TotalEnergies share.
These impairments were qualified as adjustments items of the net income, TotalEnergies share.
For the financial year 2021, the Company recorded impairments in Exploration & Production, Integrated Gas, Renewables & Power, Refining & Chemicals and Marketing & Services segments for an amount of $(910) million in net income, TotalEnergies share.
F-30
Notes to the Conolidated Financial Statements
Note 4
Note 4 Segment Information by geographical area
Rest of
North
America
Africa
the world
55,610
97,662
22,219
21,709
39,928
Property, plant and equipment, intangible assets, net
16,863
24,486
11,228
38,658
50,764
Capital expenditures
4,166
3,757
3,153
4,877
8,907
58,411
122,641
33,188
24,582
42,177
13,080
26,382
13,292
39,410
46,867
1,632
2,743
5,304
3,253
6,870
43,316
85,072
22,998
19,520
34,957
14,204
29,660
12,229
41,593
41,357
2,157
3,027
1,680
3,696
6,029
Note 5
Note 5 Main items related to operating activities
Items related to the statement of income
5.1 Net sales
IFRS 15 requires identification of the performance obligations for the transfer of goods and services in each contract with customers. Revenue is recognized upon satisfaction of the performance obligations for the amounts that reflect the consideration to which TotalEnergies expects to be entitled in exchange for those goods and services.
Sales of goods
Revenues from sales are recognized when the control has been transferred to the buyer and the amount can be reasonably measured. Revenues from sales of crude oil and natural gas are recorded upon transfer of title, according to the terms of the sales contracts.
Revenues from the production of crude oil and natural gas properties, in which TotalEnergies has an interest with other producers, are recognized based on actual entitlement volumes sold over the period. Any difference between entitlement volumes and volumes sold, based on TotalEnergies net working interest, are recognized in the “Under-lifting” and “Over-lifting” accounts in the balance sheet and in operating expenses in the profit and loss.
Oil and gas delivered quantities that represent production royalties and taxes, when paid in cash, are included in revenues, except for the United States and Canada.
Certain transactions within the trading activities (contracts involving quantities that are purchased from third parties then resold to third parties) are shown at their net value in purchases, net of inventory variation. These transactions relate in particular to crude oil, petroleum products, gas, power and LNG.
Exchanges of crude oil and petroleum products realized within trading activities are shown at their net value in both the statement of income and the balance sheet.
Sales of services
Revenues from services are recognized when the services have been rendered.
Revenues from gas transport are recognized when services are rendered. These revenues are based on the quantities transported and measured according to procedures defined in each service contract.
Shipping revenues and expenses from time-charter activities are recognized on a pro rata basis over a period that commences upon the unloading of the previous voyage and terminates upon the unloading of the current voyage. Shipping revenue recognition starts only when a charter has been agreed to by both TotalEnergies and the customer.
Income related to the distribution of electricity and gas is not recognized in revenues in certain countries because TotalEnergies acts as an agent in this transaction. In these countries, TotalEnergies is not responsible for the delivery and does not set the price of the service, because it can only pass on to the customer the amounts invoiced to it by the distributors.
Excise taxes are rights or taxes which amount is calculated based on the quantity of oil and gas products put on the market. Excise taxes are determined by the states. They are paid directly to the customs and tax authorities and then invoiced to final customers by being included in the sales price.
The analysis of the criteria set by IFRS 15 led TotalEnergies to determine that it was acting as principal in these transactions. Therefore, sales are presented on a gross basis, including excise taxes collected by TotalEnergies within the course of its oil distribution operations. In addition, the subtotal “Revenue from sales” is presented as an additional line item in the P&L and is obtained by deducting Excise tax expenses from Sales.
5.2 Operating expenses and research and development
Geological and geophysical costs, including seismic surveys for exploration purposes are expensed as incurred in exploration costs.
Costs of dry wells and wells that have not found proved reserves are charged to expense in exploration costs.
5.2.1 Operating expenses
For the year ended December 31,
Purchases, net of inventory variation (a) (b)
Other operating expenses (c)
of which non-current operating liabilities (allowances) reversals
1,086
1,299
of which current operating liabilities (allowances) reversals
(188)
OPERATING EXPENSES
Includes taxes paid on oil and gas production in the Exploration & Production segment, amongst others, royalties.
(b)
TotalEnergies values under / over lifting at market value.
(c)
Principally composed of production and administrative costs (refer to in particular the payroll costs as detailed in Note 10 to the Consolidated Financial Statements “Payroll, staff and employee benefits obligations”).
5.2.2 Research and development costs
Research costs are charged to expense as incurred.
Development expenses are capitalized when the criteria of IAS 38 are met.
Research and development costs incurred by TotalEnergies in 2023 and booked in operating expenses (excluding depreciations) amount to $774 million ($762 million in 2022 and $824 million in 2021), corresponding to 0.33% of the sales.
In 2023 3,687 people are dedicated to these research and development activities (3,536 in 2022 and 3,830 in 2021).
5.3 Amortization, depreciation and impairment of tangible assets and mineral interests
The amortization, depreciation and impairment of tangible assets and mineral interests are detailed as follows:
Depreciation and impairment of tangible assets
(11,902)
(11,128)
(12,683)
Amortization and impairment of mineral assets
(860)
(1,093)
(873)
F-33
Items related to balance sheet
5.4 Working capital
5.4.1 Inventories
Inventories are measured in the Consolidated Financial Statements at the lower of historical cost or market value. Costs for petroleum and petrochemical products are determined according to the FIFO (First-In, First-Out) method or weighted-average cost method and other inventories are measured using the weighted-average cost method.
In addition stocks held for trading are measured at fair value less cost to sell.
Petroleum product inventories are mainly comprised of crude oil and refined products. Refined products principally consist of gasoline, distillate and fuel produced by TotalEnergies’ refineries. The turnover of petroleum products does not exceed two months on average.
Crude oil costs include raw material and receiving costs. Refining costs principally include crude oil costs, production costs (energy, labor, depreciation of producing assets) and an allocation of production overheads (taxes, maintenance, insurance, etc.).
Costs of chemical product inventories consist of raw material costs, direct labor costs and an allocation of production overheads. Start-up costs, general administrative costs and financing costs are excluded from the costs of refined and chemicals products.
The costs of products refined by TotalEnergies’ entities include mainly raw materials costs, production costs (energy, labor, depreciation of producing assets), primary costs of transport and an allocation of production overheads (taxes, maintenance, insurance, etc.).
General administrative costs and financing costs are excluded from the cost price of products.
Product inventories purchased from entities external to TotalEnergies are valued at their purchase cost plus primary costs of transport.
Carbon dioxide emission rights generated as part of the EU Emission Trading scheme (EU ETS)
In the absence of a current IFRS standard or interpretation on accounting for emission rights of carbon dioxide generated as part of the EU Emission Trading scheme (EU ETS), the following principles are applied:
- Emission rights are managed as a cost of production and as such are recognized in inventories:
- If emission rights to be surrendered at the end of the compliance period are higher than emission rights (allocated and purchased), the shortage is accounted for as a liability at market value;
- Forward transactions are recognized at their fair market value in the balance sheet. Changes in the fair value of such forward transactions are recognized in the statement of income.
Energy savings certificates
In the absence of current IFRS standards or interpretations on accounting for energy savings certificates (ESC), the following principles are applied:
- If the obligations linked to the sales of energy are greater than the number of ESC’s held then a liability is recorded. These liabilities are valued based on the price of the last transactions;
- In the event that the number of ESC’s held exceeds the obligation at the balance sheet date this is accounted for as inventory. Otherwise a valuation allowance is recorded;
- ESC inventories are valued at weighted-average cost (acquisition cost for those ESC’s acquired or cost incurred for those ESC’s generated internally).
If the carrying value of the inventory of certificates at the balance sheet date is higher than the market value, an impairment loss is recorded.
F-34
As of December 31, 2023
Valuation
Gross value
allowance
Net value
Crude oil and natural gas
3,334
(152)
3,182
Refined products
5,335
(141)
5,194
Chemicals products
1,668
(97)
1,571
Trading inventories
6,158
Other inventories
4,248
3,212
20,743
(1,426)
4,758
4,711
6,386
(162)
6,224
1,635
1,542
6,672
4,797
(1,010)
24,248
(1,312)
3,221
(7)
3,214
5,411
5,361
(98)
6,501
4,538
(1,083)
3,455
21,190
(1,238)
Changes in the valuation allowance on inventories are as follows:
allowance as of
adjustment and
January 1,
Increase (net)
other variations
December 31,
(22)
47
(1,285)
(36)
5.4.2 Accounts receivable and other current assets
Accounts receivable
24,334
(892)
Recoverable taxes
4,085
4,078
Other operating receivables
15,218
(266)
14,952
Prepaid expenses
1,731
60
21,094
(273)
25,204
(826)
6,295
(32)
6,263
28,582
(293)
28,289
1,455
36,395
(325)
22,776
(793)
3,713
3,659
29,767
(214)
29,553
1,879
35,412
(268)
F-35
Changes in the valuation allowance on “Accounts receivable” and “Other current assets” are as follows:
adjustments and
(831)
(24)
62
59
(275)
(10)
As of December 31, 2023, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was $5,903 million, of which $3,211 million was due less than 90 days, $420 million was due between 90 days and 6 months, $993 million was due between 6 and 12 months and $1,278 million was due after 12 months.
As of December 31, 2022, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was $5,481 million, of which $3,328 million was due less than 90 days, $672 million was due between 90 days and 6 months, $571 million was due between 6 and 12 months and $910 million was due after 12 months.
As of December 31, 2021, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was $4,482 million, of which $2,844 million was due less than 90 days, $260 million was due between 90 days and 6 months, $556 million was due between 6 and 12 months and $823 million was due after 12 months.
5.4.3 Other creditors and accrued liabilities
Accruals and deferred income
1,129
737
3,744
Payable to States (including taxes and duties)
13,974
14,780
10,281
Payroll
1,687
1,572
Other operating liabilities
19,937
35,186
27,294
As of December 31, 2023, the heading “Other operating liabilities” notably includes the second quarterly interim dividend for the fiscal year 2023 for $1,959 million, which was paid in January 2024 and the third quarterly interim dividend for the fiscal year 2023 for $1,923 million, which will be paid in April 2024.
As of December 31, 2022, the heading “Other operating liabilities” notably included the second quarterly interim dividend for the fiscal year 2022 for $1,857 million, which was paid in January 2023 and the third quarterly interim dividend for the fiscal year 2022 for $1,827 million, which was paid in April 2023.
As of December 31, 2021, the heading “Other operating liabilities” notably included the second quarterly interim dividend for the fiscal year 2021 for $1,974 million, which was paid in January 2022 and the third quarterly interim dividend for the fiscal year 2021 for $1,948 million, which was paid in April 2022.
F-36
Notes 5 and 6
Items related to the cash flow statement
5.5 Cash flow from operating activities
The cash flows incurred in currencies other than dollar has been translated into dollars using the exchange rate on the transaction date or the average exchange rate for the period. Currency translation differences arising from the translation of monetary assets and liabilities denominated in foreign currency into dollars using the closing exchange rates are shown in the consolidated statement of cash flows under “Effect of exchange rates”. Therefore, the consolidated statement of cash flows will not agree with the figures derived from the consolidated balance sheet.
The following table gives additional information on cash paid or received in the cash flow from operating activities.
Detail of interest, taxes and dividends
Interests paid
(2,883)
(2,292)
(1,886)
Interests received
1,431
655
284
Income tax paid(a)
(12,688)
(14,486)
(4,508)
Dividends received
2,821
3,955
2,346
These amounts include taxes paid in kind under production-sharing contracts in exploration and production activities.
Detail of changes in working capital
Inventories
(3,805)
(5,903)
306
(3,272)
(6,788)
14,860
(3,523)
(21,026)
572
5,313
12,073
(12,806)
6,478
21,028
NET AMOUNT, DECREASE (INCREASE)
Detail of changes in provisions and deferred taxes
Accruals
257
2,177
(467)
Deferred taxes
556
2,417
Note 6 Other items from operating activities
6.1 Other income and other expense
Gains on disposal of assets
3,157
2,244
890
Foreign exchange gains
227
520
226
195
OTHER INCOME
Losses on disposal of assets
(2,613)
(436)
Foreign exchange losses
(763)
(1,023)
(702)
Amortization of other intangible assets (excl. mineral interests)
(769)
(430)
(766)
(3,278)
OTHER EXPENSE
In 2023, gains on disposal of assets are mainly related to the disposal of the retail network in Germany in the Marketing & Services segment, to the sale of the 50% participation in the Surmont asset and the disposal of TotalEnergies EP Canada Ltd shares in the segment Exploration & Production. The “Other” heading notably includes a revaluation of $388 million from the previously held share of Total Eren.
In 2022, gains on disposal of assets were mainly related to the partial disposal of TotalEnergies’ interest in its subsidiary which owns 50.5% of SunPower and the revaluation of its retained interest which is accounted for using the equity method for $1,461 million in the segment Integrated Power.
Note 6
In 2021, gains on disposal of assets included the sale of interests in onshore Oil Mining Lease 17 in Nigeria in the Exploration & Production segment, the sale of interests in two portfolios of renewable assets in the Integrated LNG and Integrated Power segments, and the sale of a part of TotalEnergies’ investment in Trapil in the Refining & Chemicals and Marketing & Services segments.
In 2023, the heading “Other” mainly consists in impairments related to the Yunlin offshore wind project in Taiwan in the segment Integrated Power and to the divestment project of Natref refinery in South Africa in the segment Refining & Chemicals. In 2022, losses on disposal were mainly related to the recycling in expenses of Exploration & Production, of an amount of $2,384 million representing the accumulated foreign exchange losses accumulated in equity since the acquisition of the Novatek stake and until its deconsolidation date. The heading “Other” notably includes provisions relating to assets in Russia in the Integrated LNG and Exploration & Production segments.
In 2021, losses on disposal were mainly related to the sale of the Utica asset in the United States as well as the sale of interests in non - operated assets and the Cap Lopez oil terminal in Gabon in the Exploration & Production segment. The heading “Other” mainly consists of the restructuring charges in the Exploration & Production, Refining & Chemicals, Marketing & Services and Holding segments for an amount of $288 million, and of the impairment of non - consolidated shares and provision for financial risks for $238 million.
6.2 Other financial income and expense
Dividend income on non-consolidated subsidiaries
159
203
Capitalized financial expenses
667
310
475
427
425
OTHER FINANCIAL INCOME
Accretion of asset retirement obligations
(449)
(207)
(103)
(90)
OTHER FINANCIAL EXPENSE
6.3 Other non-current assets
Loans and advances (a)
2,516
2,222
Other non-current financial assets related to operational activities
1,761
330
4,607
2,092
(255)
1,837
250
301
2,643
2,364
(257)
2,107
312
3,054
Excluding loans to equity affiliates.
Changes in the valuation allowance on loans and advances are detailed as follows:
Increases
Decreases
(27)
F-38
Note 7
Note 7 Intangible and tangible assets
7.1 Intangible assets
Guidance for measuring goodwill is presented in Note 1.1 paragraph B to the Consolidated Financial Statements. Goodwill is not amortized but is tested for impairment at least annually and as soon as there is any indication of impairment.
Mineral interests
Unproved mineral interests are tested for impairment based on the results of the exploratory activity or as part of the impairment tests of the cash-generating units to which they are allocated.
Unproved mineral interests are transferred to proved mineral interests at their net book value as soon as proved reserves are booked.
Proved mineral interests are depreciated using the unit-of-production method based on proved reserves.
The corresponding expense is recorded as depreciation of tangible assets and mineral interests.
Other intangible assets
Other intangible assets include patents, and trademarks.
Intangible assets are carried at cost, after deducting any accumulated amortization and accumulated impairment losses.
Intangible assets (excluding mineral interests) that have a finite useful life are amortized on a straight-line basis over three to twenty years depending on the useful life of the assets. The corresponding depreciation expense is recorded under “Other expense”.
Amortization and
Cost
impairment
Net
10,484
9,951
Proved mineral interests
17,713
(9,704)
8,009
Unproved mineral interests
14,976
(2,624)
12,352
7,354
(4,583)
2,771
TOTAL INTANGIBLE ASSETS
50,527
(17,444)
9,010
(360)
8,650
18,025
(10,088)
7,937
15,962
(2,946)
13,016
6,795
(4,467)
2,328
49,792
(17,861)
9,728
(899)
8,829
17,382
(9,730)
7,652
16,637
13,806
7,185
(4,988)
2,197
50,932
(18,448)
Change in net intangible assets is analyzed in the following table:
Net amount as of
Expenditures
Disposals
1,244
(458)
(1,630)
148
1,848
1,991
(1,582)
(464)
33,528
696
(271)
(1,322)
247
In 2023, the heading “Amortization and impairment” includes the accounting impact of exceptional asset impairments for an amount of $472 million (see Note 3.C “Asset impairment”), related in particular to goodwill and customer portfolios of gas and power marketing activities in Belgium, Spain and France.
In 2023, the heading “Other” mainly reflects changes in the consolidation scope, in particular the acquisition of Total Eren for $2,238 million.
In 2022, the heading “Amortization and impairment” included the accounting impact of exceptional asset impairments for an amount of $301 million, resulting in particular from the withdrawal from the North Platte project in the deep waters of the Gulf of Mexico (see Note 3.C “Asset impairment”).
In 2022, the heading “Other” mainly reflected changes in the consolidation scope (in particular the removal of SunPower from the scope of consolidation for $167 million).
In 2021, the heading “Amortization and impairment” included the accounting impact of exceptional asset impairments for an amount of $253 million, notably relating to the end of the Qatargas 1 licence agreement and unconventional assets in the United States (see Note 3.C “Asset impairment”).
In 2021, the heading “Other” mainly reflected changes in the consolidation scope (including the acquisition of Blue Raven Solar for $140 million and Fonroche Biogaz) for $89 million.
A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 2023 is as follows:
Net goodwill as of
January 1, 2023
December 31, 2023
2,581
2,491
2,804
44
2,857
2,219
1,452
(101)
96
3,666
502
(18)
538
(65)
(25)
1,515
(184)
F-40
7.2 Property, plant and equipment
- Costs of exploratory wells which result in proved reserves are capitalized and then depreciated using the unit-of-production method based on proved developed reserves;
- Costs of exploratory wells are capitalized as work in progress until proved reserves have been found, if both of the following conditions are met:
● The well has found a sufficient quantity of reserves to justify, if appropriate, its completion as a producing well, assuming that the required capital expenditures are made;
● TotalEnergies is making sufficient progress assessing the reserves and the economic and operating viability of the project. This progress is evaluated on the basis of indicators such as whether additional exploratory works are under way or firmly planned (wells, seismic or significant studies), whether costs are being incurred for development studies and whether TotalEnergies is waiting for governmental or other third-party authorization on a proposed project, or availability of capacity on an existing transport or processing facility.
Costs of exploratory wells not meeting these conditions are charged to Exploration costs.
Oil and Gas production assets of exploration and production activities
Development costs of oil and gas production facilities are capitalized. These costs include borrowing costs incurred during the period of construction and the present value of estimated future costs of asset retirement obligations.
The depletion rate of development wells and of production assets is equal to the ratio of oil and gas production for the period to proved developed reserves (unit-of-production method).
Other property, plant and equipment
Other property, plant and equipment are carried at cost, after deducting any accumulated depreciation and accumulated impairment losses. This cost includes borrowing costs directly attributable to the acquisition or production of a qualifying asset incurred until assets are placed in service. Borrowing costs are capitalized as follows:
● if the project benefits from a specific funding, the capitalization of borrowing costs is based on the borrowing rate;
● if the project is financed by all TotalEnergies’ debt, the capitalization of borrowing costs is based on the weighted average borrowing cost for the period.
Routine maintenance and repairs are charged to expense as incurred. The costs of major turnarounds of refineries and large petrochemical units are capitalized as incurred and depreciated over the period of time between two consecutive major turnarounds.
Other property, plant and equipment are depreciated using the straight-line method over their useful lives, which are as follows:
●Furniture, office equipment, machinery and tools
3-12 years
●Transportation equipment
5-20 years
●Storage tanks and related equipment
10-15 years
●Specialized complex installations and pipelines
10-30 years
●Buildings
10-50 years
F-41
Depreciation and
Property, plant and equipment of exploration and production activities
Proved properties
201,961
(144,082)
57,879
Unproved properties
1,187
Work in progress
23,729
23,286
Subtotal
227,145
(144,793)
82,352
Land
2,837
(1,008)
Machinery, plant and equipment (including transportation equipment)
38,769
(27,222)
11,547
Buildings
9,529
(6,105)
3,424
5,262
(23)
5,239
12,344
(7,819)
4,525
68,741
(42,177)
26,564
TOTAL PROPERTY, PLANT AND EQUIPMENT
295,886
(186,970)
210,079
(146,571)
63,508
1,023
755
20,294
(688)
19,606
231,396
(147,527)
83,869
3,089
(1,039)
2,050
37,002
(26,079)
10,923
10,230
(6,627)
3,603
3,960
3,937
10,401
(7,682)
2,719
64,682
(41,450)
23,232
296,078
(188,977)
212,264
(149,221)
63,043
1,367
18,463
17,632
232,362
(150,320)
82,042
3,145
(973)
2,172
38,285
(26,425)
11,860
10,558
(6,646)
3,912
3,625
3,617
10,434
(7,478)
2,956
66,047
(41,530)
24,517
298,409
(191,850)
Change in net property, plant and equipment is analyzed in the following table:
16,478
(3,781)
(12,448)
415
13,699
(951)
(12,275)
(2,236)
2,305
108,335
11,647
(705)
(13,133)
(1,739)
2,154
In 2023, the heading “Disposals” mainly includes the impact of the sale of assets in Canada to ConocoPhillips of $3,220 million.
In 2023, the heading “Depreciation and impairment” includes the impact of impairments of assets recognized for an amount of $653 million (see Note 3.C “Asset impairment”) including notably upstream assets in Kenya and Congo and impairments related to the project of selling Naphtachimie to INEOS.
In 2023, the heading “Other” includes in particular the impact of changes in the consolidation scope for $298 million (mainly the acquisition of Total Eren for $2,193 million, the sale of TotalEnergies EP Canada Ltd. to Suncor for $(1,134) million and the exit of network activities in Germany for $(826) million), the impact of new IFRS 16 contracts during the year (mainly FPSO and ships) for $2,526 million and the impact of the revaluation of provisions for sites restitution on tangible assets for $(1,262) million.
F-42
In 2022, the heading “Disposals” mainly included the impact of the transfer of assets from TotalEnergies East Africa Midstream to the equity - accounted company EACOP for $508 million.
In 2022, the heading “Depreciation and impairment” included the impact of impairments of assets recognized for an amount of $888 million, including the withdrawal from the North Platte project in the deep waters of the Gulf of Mexico, and an impairment reversal of $1,196 million on the Company’s assets in Canada (see Note 3.C “Asset impairment”).
In 2022, the heading “Other” included the impact of changes in the consolidation scope, and the impact of new IFRS 16 contracts during the year (mainly FPSOs and vessels) for an amount of $1,969 million.
In 2021, the heading “Disposals” mainly included the sale of non-operated assets in Gabon for $397 million.
In 2021, the heading “Depreciation and impairment” included the impact of impairments of assets recognized for an amount of $615 million including the Company’s assets in Myanmar and unconventional assets in the United States (see Note 3.C “Asset impairment”).
In 2021, the heading “Other” included the impact of changes in the consolidation scope, and the impact of the new IFRS 16 contracts of the period (mainly new chartering contracts) for an amount of $1,786 million.
Following the application of IFRS 16 “Leases”, property, plant and equipment as at December 31, 2023, 2022 and 2021 presented above include the following amounts for rights of use of assets:
4,770
(1,927)
2,843
1,383
968
4,751
(2,235)
1,332
(614)
718
908
(529)
8,374
(3,793)
4,581
13,144
(5,720)
7,424
4,497
(2,121)
2,376
1,396
(397)
999
4,691
(2,100)
2,591
1,750
(615)
1,135
745
(483)
262
8,582
(3,595)
4,987
13,079
(5,716)
7,363
3,228
(1,683)
1,441
(324)
1,117
4,910
(1,819)
3,091
(561)
712
(404)
8,916
(3,108)
5,808
12,144
(4,791)
7,353
Note 8 Equity affiliates, other investments and related parties
8.1 EQUITY AFFILIATES: INVESTMENTS AND LOANS
Under the equity method, the investment in the associate or joint venture is initially recognized at acquisition cost and subsequently adjusted to recognize TotalEnergies’ share of the net income and other comprehensive income of the associate or joint venture.
Unrealized gains on transactions between TotalEnergies and its equity-accounted entities are eliminated to the extent of TotalEnergies’ interest in the equity accounted entity.
In equity affiliates, goodwill is included in investment book value.
In cases where TotalEnergies holds less than 20% of the voting rights in another entity, the determination of whether TotalEnergies exercises significant influence is also based on other facts and circumstances: representation on the Board of Directors or an equivalent governing body of the entity, participation in policy-making processes, including participation in decisions relating to dividends or other distributions, significant transactions between the investor and the entity, exchange of management personnel, or provision of essential technical information.
Note 8
The contribution of equity affiliates in the consolidated balance sheet, consolidated statement of income and consolidated statement of comprehensive income is presented below:
Equity value
As of December 31,
Total Associates
9,484
9,533
17,244
Total Joint ventures
16,411
14,623
9,277
25,895
24,156
26,521
Loans
4,562
3,733
4,532
Profit/(loss)
1,132
(4,567)
2,675
2,252
(57)
3,368
734
129
A) Information related to associates
Information (100% basis) related to significant associates is as follows:
Liquefaction entities
Novatek(a)
Exploration & Production activites (M$)
Non current assets
42,197
40,850
39,348
26,954
5,745
8,276
11,075
8,208
47,942
49,126
50,423
35,162
Shareholder’s equity
19,188
23,867
25,944
Non current liabilities
7,700
22,312
19,659
3,246
5,098
7,626
6,897
5,972
TOTAL LIABILITIES
26,288
35,888
23,243
15,876
Net income
6,880
10,247
8,056
5,871
% owned
19.40
%
3,963
3,243
5,582
Including goodwill and identifiable assets
1,832
1,210
822
1,024
(5,747)
Share of other comprehensive income, net amount
(19)
(71)
3,118
Dividends paid to TotalEnergies
1,052
1,224
817
883
387
Information includes the best Company’s estimates of results at the date of TotalEnergies’ financial statements.
As of 31 December 2023, and as of 31 December 2022, Novatek is no longer consolidated as an equity accounted affiliate in the Company’s consolidated financial statements. This stake is recognized in “other investments” and is measured in accordance with IFRS 9 at fair value through profit or loss. In the context of the Russian-Ukrainian conflict, the Company considers that the market value of Novatek is not representative of its fair value. As of December 31, 2023, and as of December 31, 2022, the Company retained a zero fair value given the very significant uncertainties on any valuation assumption for the stake in Novatek.
TotalEnergies’ interests in associates operating liquefaction plants are combined. In 2023, the amounts include investments in Nigeria LNG (15.00%), Angola LNG Limited (13.60%), Yemen LNG Co. (39.62%), Qatar Liquefied Gas Company Limited (Qatargas) (10.00%), Qatar Liquefied Gas Company Limited II (16.70%), Oman LNG LLC (5.54%), Abu Dhabi Gas Liquefaction Company Limited (5.00%), as well as the year’s acquisitions, mainly Qatar Liquified Gas Company Limited 5 (North Field East project) (25%) and Qatar Liquified Gas Company Limited 10 (North Field South project) (25%).
F-44
Renewables and Electricity activities
Adani Green Energy Limited
7,887
6,961
6,223
1,091
769
1,042
8,978
7,730
7,265
965
5,712
5,805
5,560
1,118
1,389
1,061
1,073
545
162
19.74
20.00
1,877
1,856
2,102
including goodwill and identifiable assets
1,697
2,039
Saudi Aramco Total
Refining & Chemicals activities
Refining & Petrochemicals
Qatar
9,780
10,003
10,264
2,882
3,905
3,909
2,584
3,615
2,221
2,000
1,908
12,364
13,618
12,485
4,882
6,396
5,817
3,858
1,164
2,748
2,737
2,693
5,850
6,365
7,322
2,062
1,906
2,987
3,395
3,999
1,597
1,218
12,994
20,492
11,123
9,506
13,193
9,266
584
2,409
(245)
629
(59)
37.50
1,323
1,447
437
665
703
693
903
161
174
(46)
116
321
145
138
199
Saudi Aramco Total Refining & Petrochemicals is an entity including a refinery in Jubail, Saudi Arabia, with a capacity of 460,000 barrels/day with integrated petrochemical units.
The TotalEnergies’ interests in associates of the Refining & Chemicals segment, operating steam crackers and polyethylene lines in Qatar have been combined: Qatar Petrochemical Company Ltd. (20.00%), Qatofin (49.08%), Laffan Refinery (10.00%).
F-45
B) Information related to joint ventures
The information (100% gross) related to significant joint ventures is as follows:
GIP III Zephyr
Hanwha TotalEnergies
(Integrated LNG)
(Integrated
Petrochemical Co.Ltd
Power)
(Refining & Chemicals)
62,461
65,293
66,924
13,111
12,406
3,959
4,113
4,443
Current assets excluding cash and cash equivalents
2,832
2,912
375
2,089
2,326
2,117
4,690
4,375
1,313
1,116
113
82
151
69,983
72,298
72,148
14,799
13,892
6,161
6,521
6,711
Shareholder’s equity - Group share
20,438
17,455
9,956
604
296
2,963
3,146
3,538
Shareholder's equity - Non controlling interests
1,912
2,548
Other non current liabilities
10,399
10,785
8,205
1,460
180
164
Non current financial debts
36,144
41,452
50,920
9,598
8,808
858
1,220
1,241
Other current liabilities
3,002
2,606
3,067
496
1,137
1,055
Current financial debts
811
459
1,029
17,605
24,701
14,380
351
8,754
10,824
8,600
Depreciation and depletion of tangible assets and mineral interests
(2,700)
(2,814)
(3,058)
(129)
(289)
(312)
Interest income
40
Interest expense
(3,146)
(2,453)
(2,599)
(95)
(1,798)
(2,804)
(1,448)
5,122
12,791
5,600
123
620
Non controlling interests
(52)
526
323
(105)
(189)
50.00
4,941
4,315
2,725
2,283
2,356
1,482
1,573
1,769
430
465
1,981
1,058
2,616
1,119
(150)
418
1,166
100
109
TotalEnergies’ interests in joint ventures operating liquefaction plants have been combined. The amounts include investments in Yamal LNG in Russia (20.02% direct holding) and Ichthys LNG in Australia (26.00%).
GIP III Zephyr Holdings, LLC holds the shares of Clearway Energy Group (CEG), a developer of renewables projects, owning 42% of economic interest of its listed subsidiary, Clearway Energy LLC. (CWEN).
Hanwha TotalEnergies Petrochemical Co. Ltd is a South Korean company that operates a petrochemical complex in Daesan (condensate separator, steam cracker, styrene, paraxylene, polyolefins).
Off-balance sheet commitments relating to joint ventures are disclosed in Note 13 of the Consolidated Financial Statements.
C) Other equity affiliates
In TotalEnergies share, the main aggregated financial items in equity affiliates including assets held for sale, which have not been presented individually are as follows:
Joint
Associates
ventures
Non Current assets
4,977
13,224
6,014
11,281
5,987
9,745
2,988
1,591
2,742
1,849
1,799
6,208
16,212
7,605
14,023
7,836
11,544
Shareholder's equity - TotalEnergies share
921
4,625
1,423
3,894
1,366
2,531
75
140
4,553
8,798
5,296
7,375
5,455
7,460
2,714
886
2,614
1,015
1,553
F-46
7,451
2,338
7,026
4,850
454
514
Share of other comprehensive income items
52
68
1,656
7,705
2,285
6,379
2,188
4,782
Profit/(Loss)
436
(992)
120
8.2 OTHER INVESTMENTS
Other investments are equity instruments and are measured according to IFRS 9 at fair value through profit and loss (default option). On initial recognition, the standard allows to make an election to record the changes of fair value in other comprehensive income. For these equity instruments, only dividends can be recognized in profit or loss.
TotalEnergies recognizes changes in fair value in equity or in profit or loss according to the option chosen on an instrument by instrument basis.
For quoted shares on active markets, this fair value is based on the market price.
As of
Increase -
Change in
Decrease
fair value
Next Decade Corporation
Other shares at fair value through other comprehensive income (unit value < $50M)
119
Equity instruments recorded at fair value other comprehensive income
355
BTC Limited
Hubei Cathay Smart Energy Fund
Nordian CPO(a)
70
Other shares at fair value through profit and loss (unit value < $50M)
873
264
1,113
Equity instruments recorded at fair value profit and loss
932
280
1,188
TOTAL EQUITY INSTRUMENTS
527
Nordian CPO will be consolidate in 2024
Enphase Energy Inc.
457
(579)
122
573
(566)
1,002
(73)
(613)
613
Tellurian Investments Inc.
57
(111)
783
(276)
BBPP
(58)
(13)
1,103
(107)
(164)
2,007
(440)
F-47
8.3 Related parties
The main transactions as well as receivable and payable balances with related parties (principally non-consolidated subsidiaries and equity affiliates) are detailed as follows:
Balance sheet
Receivables
Debtors and other debtors
1,144
809
Loans (excl. loans to equity accounted for affiliates)
232
Payables
Creditors and other creditors
1,068
1,610
1,347
Debts
Statement of income
7,222
6,806
4,250
Purchases
(15,574)
(25,656)
(13,473)
Financial income
Financial expense
8.4 Compensation for the administration and management bodies
The aggregated amount of direct and indirect compensation accounted by the French and foreign affiliates of the Company, for all executive officers of TotalEnergies as of December 31 and for the members of the Board of Directors who are employees of TotalEnergies, is detailed below.
As of December 31, 2023, December 31, 2022, and December 31, 2021, TotalEnergies Executive Officers are the members of the Executive Committee, i.e. eight people and there are three employees members of the Board of Directors.
Number of people
Direct or indirect compensation
13.9
12.4
11.9
Pension expenses (a)
3.5
1.9
1.4
Share-based payments expense (IFRS 2) (b)
8.7
4.9
The benefits provided for Executive Officers of the Company and the members of the Board of Directors, who are employees of the Company, include severance to be paid upon retirement, supplementary pension schemes and insurance plans, which represent a commitment of $82.9 million as of December 31, 2023 (against $64.3 million as of December 31, 2022 and $90.7 million as of December 31, 2021). Converted into Euros, this commitment amounts to €75 million as of December 31, 2023 (against €60.3 million as of December 31, 2022 and €80.1 million as of December 31, 2021). The increase is related to the decrease in discount rates.
Share-based payments expense computed for the Executive Officers and the members of the Board of Directors who are employees of TotalEnergies and based on the principles of IFRS 2 “Share-based payments” described in Note 9.
The compensation allocated to members of the Board of Directors as directors’ fees totaled $2 million in 2023 ($1.84 million in 2022 and $2.06 million in 2021).
Note 9 Shareholders’ equity and share-based payments
9.1 SHAREHOLDERS’ EQUITY
Number of TotalEnergies shares and rights attached
As of December 31, 2023, the share capital of TotalEnergies SE amounts to €6,030,629,587.50, divided into 2,412,251,835 shares, with a par value of €2.50. There is only one category of shares. The shares may be held in either registered or bearer form.
The authorized share capital amounts to 3,436,374,353 shares as of December 31, 2023, compared to 3,664,966,081 shares as of December 31, 2022 and 3,686,636,841 shares as of December 31, 2021.
It was decided, at the Shareholders’ Meeting of May 26, 2023, in accordance with Article L. 22-10-46 of the French Commercial Code, to abolish the double voting rights. As of December 31, 2023, no double voting rights are attached to the Company’s shares.
Pursuant to the Corporation’s bylaws (Statutes), no shareholder may cast a vote at a Shareholders’ Meeting, either by himself or through an agent, representing more than 10% of the total voting rights for the Corporation’s shares. This limit applies to the aggregated amount of voting rights held directly, indirectly or through voting proxies.
These restrictions no longer apply if any individual or entity, acting alone or in concert, acquires at least two-thirds of the total share capital of the Corporation.
Note 9
The Board of Directors, pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting on May 26, 2017, in the thirteenth resolution and renewed by the twenty - third resolution of the Extraordinary Shareholders’ Meeting on May 25, 2022 to reduce, on one or more occasions, the Corporation’s share capital by cancelling shares, in accordance with the provisions of Articles L. 225-209 (became L. 22-10-62) and L. 225-213 of the French Commercial Code, has proceeded with the following cancellation of TotalEnergies shares:
Percentage
Number of shares bought back and cancelled
of the share
Board of Directors’
for the purpose of the shareholder policy
capital
decision date
cancelled(a)
September 21, 2023(b)
86,012,344 shares bought back between January 2 and August 24, 2023
3.44
February 7, 2023
128,869,261 shares bought back between February 11 and December 15, 2022
4.92
February 9, 2022
30,665,526 shares bought back between November 8 and December 22, 2021
1.16
February 8, 2021
23,284,409 shares bought back between October 31, 2019 and March 9, 2020
0.88
Percentage of the share capital that the cancelled shares represented on the operations’ date.
With effect as at 2023, September 25.
Under the terms of the twenty-third resolution of the General Meeting of Shareholders of May 25, 2022, the Board of Directors is authorized to cancel the shares of the Company within the limit of 10% of the capital of the Company existing on the date of the operation per period of 24 months.
AS OF DECEMBER 31, 2020 (a)
Capital reduction by cancellation of treasury shares
2021 Capital increase reserved for employees
AS OF DECEMBER 31, 2021 (b)
AS OF DECEMBER 31, 2022 (c)
AS OF DECEMBER 31, 2023 (d)
Including 24,392,703 treasury shares deducted from consolidated shareholders’ equity.
Including 33,841,104 treasury shares deducted from consolidated shareholders’ equity.
Including 137,187,667 treasury shares deducted from consolidated shareholders’ equity.
(d)
Including 60,543,213 treasury shares deducted from consolidated shareholders’ equity.
Capital increase reserved for employees
The Extraordinary Shareholders’ Meeting (“ESM”) of May 26, 2023, in its sixteenth resolution, granted the authority to the Board of Directors to carry out, a capital increase, in one or more occasions within a maximum period of twenty-six months, reserved to members (employees and retirees) of a company or group savings plan (“ESOP”).
In fiscal year 2023, the Board of Directors of September 21, 2023, by virtue of the sixteenth resolution above-mentioned, decided to proceed with a capital increase reserved for employees and retirees within the limit of 18 million shares with immediate dividend rights. On this occasion, the Board of Directors has granted all powers to the Chairman and Chief Executive Officer to determine the opening and closing dates of the subscription period and the subscription price. This capital increase is expected to be completed after the Shareholders’ Meeting of May 24, 2024.
During the fiscal years 2023, 2022 and 2021, the Corporation completed the following ESOP, which terms are set out below:
Date of the ESOP
June 7, 2023
June 8, 2022
June 9, 2021
By virtue of
22nd resolution of the ESM of May 25, 2022
17th resolution of the ESM of May 28, 2021
20th resolution of the ESM of May 29, 2020
Subscriptions
Number of shares subscribed
7,760,062
9,130,380
10,376,190
Subscription price
45.60 euros
37.00 euros
30.50 euros
Free shares
Number of shares granted
242,093
227,631
213,523
F-49
Treasury shares held by TotalEnergies SE, or by its subsidiaries are deducted from consolidated shareholders’ equity. Gains or losses on sales of treasury shares are excluded from the determination of net income and are recognized in shareholders’ equity.
Number of treasury shares held by TotalEnergies SE
60,543,213
137,187,667
33,841,104
Percentage of share capital
2.51
5.24
1.28
of which shares acquired with the intention to cancel them
56,557,576
128,869,261
of which shares allocated to TotalEnergies share performance plans
3,887,587
8,231,365
3,103,018
of which shares intended to be allocated to new share performance or purchase options plans
98,050
87,041
72,560
Paid-in surplus
In accordance with French law, the paid-in surplus corresponds to premiums related to shares issuances, contributions or mergers of the parent company which can be capitalized or used to offset losses if the legal reserve has reached its minimum required level. The amount of the paid-in surplus may also be distributed subject to taxation except when it qualifies as a refund of shareholder contributions.
As of December 31, 2023, paid-in surplus relating to TotalEnergies SE amounted to €24,385 million (€35,099 million as of December 31, 2022 and €36,030 million as of December 31, 2021).
Reserves
Under French law, 5% of net income must be transferred to the legal reserve until the legal reserve reaches 10% of the nominal value of the share capital. This reserve cannot be distributed to the shareholders other than upon liquidation but can be used to offset losses.
If wholly distributed, the unrestricted reserves of TotalEnergies SE would be taxed for an approximate amount of $234 million as of December 31, 2023 ($227 million as of December 31, 2022 and $362 million as of December 31, 2021) due to additional corporation tax applied on regulatory reserves so that they become distributable.
Earnings per share
Earnings per share is calculated by dividing net income (TotalEnergies share) by the weighted-average number of common shares outstanding during the period, excluding TotalEnergies shares held by TotalEnergies SE (Treasury shares) which are deducted from consolidated shareholders’ equity.
Diluted earnings per share is calculated by dividing net income (TotalEnergies share) by the fully-diluted weighted-average number of common shares outstanding during the period. Treasury shares held by the parent company, TotalEnergies SE are deducted from consolidated shareholders’ equity. This calculation also takes into account the dilutive effect of share grants and capital increases with a subscription period closing after the end of the fiscal year.
The weighted-average number of fully-diluted shares is calculated in accordance with the treasury stock method provided for by IAS 33. The proceeds, which would be recovered in the event of an exercise of rights related to dilutive instruments, are presumed to be a share buyback at the average market price over the period. The number of shares thereby obtained leads to a reduction in the total number of shares that would result from the exercise of rights.
In compliance with IAS 33, earnings per share and diluted earnings per share are based on the net income after deduction of the remuneration due to the holders of deeply subordinated notes.
F-50
The variation of both weighted-average number of shares and weighted-average number of diluted shares, as of December 31, respectively used in the calculation of earnings per share and fully-diluted earnings per share is detailed as follows:
Number of shares as of January 1,
TotalEnergies shares held by TotalEnergies SE or by its subsidiaries and deducted from shareholders’ equity
Evolution of the number of shares during the financial year pro-rated
Final grant of TotalEnergies performance shares
5,378,956
5,152,336
3,810,430
Capital increase reserved for employees (a)
4,671,946
5,465,154
6,177,333
Capital increase as payment of the scrip dividend
Buyback of TotalEnergies treasury shares including:
(74,633,216)
(62,498,318)
(7,296,460)
Shares repurchased during the fiscal year to cancel the dilution caused by the scrip dividend payment and within the framework of the share buyback program
(72,985,133)
(58,621,530)
(3,762,794)
Shares repurchased during the fiscal year to cover for the performance share plans
(1,648,083)
(3,876,788)
(3,533,666)
WEIGHTED-AVERAGE NUMBER OF SHARES
2,417,361,304
2,554,707,397
2,631,422,625
Dilutive effect
Grant of TotalEnergies performance shares
14,354,523
15,890,560
14,492,673
Capital increase reserved for employees(a)
2,051,751
1,584,068
1,552,947
WEIGHTED-AVERAGE NUMBER OF DILUTED SHARES AS OF DECEMBER 31,
2,433,767,578
2,572,182,025
2,647,468,245
(a) Including the shares granted in consideration to the deferred contribution pursuant to the capital increase reserved for employees.
Earnings per share in euros
The earnings per share in euros, converted from the earnings per share in dollars, by using the average exchange rate euro/dollar, is €8.06 per share for 2023 closing (€7.51 for 2022 closing). The fully-diluted earnings per share calculated by using the same method is €8.02 per share for 2023 closing (€7.45 for 2022 closing).
On February 7, 2024, the Board of Directors after approving the financial statements for fiscal year 2023, decided to propose to the Shareholders’ Meeting on May 24, 2024 the distribution of an ordinary €3.01 dividend per share for fiscal year 2023. Subject to the Shareholders’ decision on May 24, 2024, considering the first three interim dividends already decided by the Board of Directors, the final ordinary dividend for the fiscal year 2023 will be €0.79 per share.
2023 Dividend
First interim
Second interim
Third interim
Final
€0.74
€0.79
Set date
April 26, 2023
July 26, 2023
October 25, 2023
February 7, 2024
Ex-dividend date
September 20, 2023
January 2, 2024
March 20, 2024
June 19, 2024
Payment date
October 2, 2023
January 12, 2024
April 3, 2024
July 1, 2024
Issuances of perpetual subordinated notes
As of December 31, 2023, the amount of perpetual subordinated notes booked in TotalEnergies shareholders’ equity is $12,777 million. The coupons attributable to the holders of these securities are recognized as a deduction from TotalEnergies shareholders’ equity for an amount of $294 million for fiscal year 2023. The tax deduction due to these coupons is booked in the statement of income.
Based on their characteristics (mainly no mandatory repayment and no obligation to pay a coupon except under certain circumstances specified into the documentation of the notes) and in compliance with IAS 32 standard – Financial instruments - Presentation, these notes were recorded in equity.
During the year 2023, TotalEnergies SE has fully reimbursed the nominal amount of €1,000 million of perpetual subordinated notes carrying a coupon of 2.708%, issued in October 2016, on their first call date on May 5, 2023.
The last issuance of perpetual subordinated notes in euros occurred on January 17, 2022, when TotalEnergies SE issued €1,750 million in two tranches.
F-51
Summary of the perpetual deeply subordinated notes of TotalEnergies SE:
Perpetual deeply subordinated notes issues by TotalEnergies SE
Outstanding amount in M€ as of:
Date
Amount issued (M€)
Coupon (%)
First call date
December 31, 2022
December 31, 2021
January 17, 2022
750
3.250
January 17, 2037
1,000
2.000
April 17, 2027
January 25, 2021
2.125
January 25, 2033
1.625
January 25, 2028
September 4, 2020
September 4, 2030
April 4, 2019
1.750
April 4, 2024
October 6, 2016
3.369
October 6, 2026
2.708
May 5, 2023
May 18, 2016
3.875
May 18, 2022
February 26, 2015
2,500
2.625
February 26, 2025
11,250
12,250
Detail of other comprehensive income showing both items potentially reclassifiable and those not potentially reclassifiable from equity to net income is presented in the table below:
Sub-total items not potentially reclassifiable to profit & loss
– Unrealized gain/(loss) of the period
(2,524)
1,974
4,380
– Less gain/(loss) included in net income
753
3,155
(4,190)
1,262
(169)
(37)
(39)
1,071
(2,426)
(80)
Sub-total items potentially reclassifiable to profit & loss
TOTAL OTHER COMPREHENSIVE INCOME, NET AMOUNT
The currency translation adjustment by currency is detailed in the following table:
Pound
Euro
sterling
Ruble
currencies
(3,174)
186
Currency translation adjustment of equity affiliates
(179)
(63)
TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME
(883)
(708)
(352)
(592)
(1,076)
4,247
(200)
(240)
(2,932)
4,251
(998)
F-52
(180)
536
730
(2,450)
(1,818)
(176)
(428)
Tax effects relating to each component of other comprehensive income are as follows:
Pre-tax
Tax
amount
effect
(106)
468
(372)
663
(12)
2,448
(4,290)
(6,101)
(733)
2,165
(3,986)
(130)
(17)
(172)
5,201
TOTAL OTHER COMPREHENSIVE INCOME
(741)
(4,462)
1,353
(900)
(546)
As of December 31, 2023, the subsidiaries with the most significant non-controlling interests are TotalEnergies Australia Unit Trust, TotalEnergies Gabon and TotalEnergies E&P Congo.
9.2 Share-based payments
TotalEnergies SE may grant employees share subscription or purchase options plans, performance shares plans and offer its employees the opportunity to subscribe to reserved capital increases. These employee benefits are recognized as expenses with a corresponding credit to shareholders’ equity.
The expense is equal to the fair value of the instruments granted. The expense is recognized on a straight-line basis over the period in which the advantages are acquired.
The fair value of the options is calculated using the Black-Scholes model at the grant date.
For performance shares plans, the fair value is calculated using the market price at the grant date after deducting the expected distribution rate during the vesting period.
The number of allocated equity instruments can be revised during the vesting period in cases of non-compliance with performance conditions, with the exception of those related to the market, or according to the rate of turnover of the beneficiaries.
The cost of employee-reserved capital increases is immediately expensed.
The cost of the capital increase reserved for employees consists of the cost related to the discount on the shares subscribed using the classic and/or the leveraged schemes, the cost of the free shares and the opportunity gain for the shares subscribed using the leveraged scheme, as applicable. This opportunity gain corresponds to the benefit of subscribing to the leveraged offer, rather than reproducing the same economic profile through the purchase of options in the market for individual investors.
F-53
A. TotalEnergies Performance share plans
2018
2019
2020
2023(a)
Date of the Shareholders’ Meeting
5/24/2016
6/1/2018
5/28/2021
5/26/2023
Award date
3/14/2018
3/13/2019
3/18/2020
3/16/2022
Date of the final award (end of the vesting period)
3/15/2021
3/14/2022
3/20/2023
5/29/2024
3/17/2025
5/27/2026
Transfer authorized as from
3/16/2023
3/15/2024
3/21/2025
5/30/2026
Grant date IFRS 2 fair value
36.22
€
40.11
12.40
27.40
37.22
46.24
Number of performance shares
Outstanding as of January 1, 2021
5,961,865
6,352,464
6,706,888
19,021,217
Notified
6,764,548
Cancelled
(1,395,555)
(58,578)
(52,301)
(31,118)
(1,537,552)
Finally granted
(4,566,310)
(4,810)
(1,385)
(4,573,195)
Outstanding as of January 1, 2022
6,289,076
6,653,202
6,732,740
19,675,018
7,353,271
(127,852)
(65,561)
(57,410)
(25,090)
(275,913)
(6,161,224)
(12,680)
(13,750)
(8,000)
(6,195,654)
Outstanding as of January 1, 2023
6,574,961
6,661,580
7,320,181
20,556,722
7,985,203
(128,577)
(98,291)
(86,348)
(42,040)
(355,256)
(6,446,384)
(5,250)
(5,568)
(6,457,392)
OUTSTANDING AS OF DECEMBER 31, 2023
6,558,039
7,228,265
7,942,973
21,729,277
The performance shares, which are bought back by TotalEnergies SE on the market, are finally granted to their beneficiaries after a 3-year vesting period, from the date of the grant. The final grant is subject to a continued employment condition as well as:
two performance conditions for the 2018 Plan;
three performance conditions for the 2019 Plan;
four performance conditions for the 2020 Plan;
five performance conditions for the 2021, 2022 and 2023 Plans.
Moreover, the transfer of the performance shares finally granted under the 2018 to 2021 Plans will not be permitted until the end of a 2-year holding period from the date of the final grant.
2023 Plan
The Board of Directors granted performance shares, with effective date May 26, 2023, as well as on December 13, 2023, to certain employees and executive directors of TotalEnergies SE or its subsidiaries, subject to the fulfilment of the continued employment condition and five performance conditions.
The presence condition applies to all shares.
The performance conditions apply differently depending on the capacity of the beneficiaries. If all shares granted to senior executives are subject to performance conditions, the grant of the first 150 shares to non-senior executives are not subject to the performance condition abovementioned, which will, nonetheless, apply to any shares granted above this threshold.
The applicable performance conditions are as follows:
For 25% of the shares, the Corporation will be ranked against its peers (ExxonMobil, Shell, BP and Chevron) based on the Total Shareholder Return (“TSR”) during the three vesting years (2023, 2024 and 2025). The TSR criterion considered is that of the last quarter of the year, the dividend being considered reinvested based on the closing price on the ex-dividend date;
For 25% of the shares, the Corporation will be ranked against its peers (ExxonMobil, Shell, BP and Chevron) based on the annual variation in net cash flow per share criterion expressed in dollars during the three vesting years (2023, 2024 and 2025);
For 20% of the shares, the level reached by the pre-dividend organic cash breakeven in view of the objective set for the three vesting years (2023, 2024 and 2025). The pre-dividend organic cash breakeven is defined as the Brent price for which the operating cash flow before working capital changes (MBA) covers the organic investments1 . The ability of the Company to resist to the variations of the Brent barrel price is measured by this parameter;
For 15% of the shares, the change in the greenhouse gas (GHG) emissions on operated facilities (Scope 1+2) in relation to the achievement of the target to reduce the GHG emissions set for 2025;
For 15% of the shares, the change in methane emissions on operated facilities in relation to the achievement of the target to reduce methane emissions set for 2025.
1 Organic investments: net investments excluding acquisitions, asset sales and other operations with non-controlling interests.
F-54
B. Share-based payment expense
Share-based payment expense before tax was broken down as follows:
TotalEnergies performance shares plans
217
200
SunPower plans (a)
251
168
(a)Since September 30, 2022, TotalEnergies’ 50.5% subsidiary in SunPower is accounted for using the equity method in the Company’s consolidated accounts (see Note 18 to the consolidated accounts)
The main assumptions used for the valuation of the cost of the capital increase reserved for employees in 2023 were the following:
Date of the Board of Directors meeting that decided the issue
September 22, 2022
Reference price (€) (a)
56.88
Subscription price (€) (b)
45.60
Number of shares issued (in millions) (c)
8.00
Average of the closing prices of the TotalEnergies shares over the twenty trading sessions preceding April 26, 2023, being the date of the Chairman and CEO’s decision setting the opening date of the subscription period and the subscription price.
Reference price, reduced by a 20% discount and rounded off to the highest tenth of a euro.
Including the free shares issued.
Note 10 Payroll, staff and employee benefits obligations
10.1 EMPLOYEE BENEFITS OBLIGATIONS
In accordance with the laws and practices of each country, TotalEnergies participates in employee benefit plans offering retirement, death and disability, healthcare and special termination benefits. These plans provide benefits based on various factors such as length of service, salaries, and contributions made to the governmental bodies responsible for the payment of benefits.
These plans can be either defined contribution or defined benefit pension plans and may be entirely or partially funded with investments made in various non-consolidated instruments such as mutual funds, insurance contracts, and other instruments.
For defined contribution plans, expenses correspond to the contributions paid.
Defined benefit obligations are determined according to the Projected Unit Method. Actuarial gains and losses may arise from differences between actuarial valuation and projected commitments (depending on new calculations or assumptions) and between projected and actual return of plan assets. Such gains and losses are recognized in the statement of comprehensive income, with no possibility to subsequently recycle them to the income statement.
The past service cost is recorded immediately in the statement of income, whether vested or unvested.
The net periodic pension cost is recognized under “Other operating expenses”.
Liabilities for employee benefits obligations consist of the following:
Pension benefits liabilities
1,453
1,308
1,966
Other benefits liabilities
467
633
Restructuring reserves (early retirement plans)
72
73
Net liabilities relating to assets held for sale
Description of plans and risk management
TotalEnergies operates, for the benefit of its current and former employees, both defined benefit plans and defined contribution plans.
TotalEnergies recognized a charge of $167 million for defined contribution plans in 2023 ($152 million in 2022 and $145 million in 2021).
TotalEnergies’ main defined benefit pension plans are located in France, the United Kingdom, the United States, Belgium and Germany. Their main characteristics, depending on the country-specific regulatory environment, are the following:
the benefits are usually based on the final salary and seniority;
they are usually funded (pension fund or insurer);
they are usually closed to new employees who benefit from defined contribution pension plans;
they are paid in annuity or in lump sum.
The pension benefits include also termination indemnities and early retirement benefits. The other benefits are employer contributions to post-employment medical care.
Notes 10
In order to manage the inherent risks, TotalEnergies has implemented a dedicated governance framework to ensure the supervision of the different plans. These governance rules provide for:
TotalEnergies’ representation in key governance bodies or monitoring committees;
the principles of the funding policy;
the general investment policy, including for most plans:
the establishment of a monitoring committee to define and follow the investment strategy and performance,
the principles to be respected in term of investment allocation;
a procedure to approve the establishment of new plans or the amendment of existing plans;
the principles of administration, communication and reporting.
Change in benefit obligations and plan assets
The fair value of the defined benefit obligation and plan assets in the Consolidated Financial Statements is detailed as follows:
Pension benefits
Other benefits
Change in benefit obligation
Benefit obligation at beginning of year
11,777
13,591
700
Current service cost
178
202
Interest cost
Past service cost
(197)
Settlements
Plan participants’ contributions
Benefits paid
(563)
(661)
(704)
(34)
Actuarial losses / (gains)
393
(2,502)
(734)
(155)
Foreign currency translation and other
146
(610)
Benefit obligation at year-end
8,847
Of which plans entirely or partially funded
8,392
7,806
11,143
Of which plans not funded
455
461
634
Change in fair value of plan assets
Fair value of plan assets at beginning of year
(7,306)
(10,231)
(10,580)
(332)
(272)
2,083
(290)
Employer contributions
(254)
(260)
(303)
523
607
635
(104)
470
Fair value of plan assets at year-end
(7,768)
UNFUNDED STATUS
1,079
961
1,546
Asset ceiling
41
NET RECOGNIZED AMOUNT
1,123
1,007
1,587
Pension benefits and other benefits liabilities
(330)
(301)
(378)
Net benefit liabilities relating to assets held for sale
As of December 31, 2023, the contribution from the main geographical areas for the net pension liability in the balance sheet is: 93% for the Euro area, (10)% for the United Kingdom and 17% for the United States.
The amounts recognized in the consolidated income statement and the consolidated statement of comprehensive income for defined benefit plans are detailed as follows:
Net interest cost
Benefit amounts recognized on profit & loss
255
241
71
- Actuarial (Gains) / Losses
* Effect of changes in demographic assumptions
* Effect of changes in financial assumptions
(2,617)
(450)
* Effect of experience adjustments
204
* Actual return on plan assets
- Effect of asset ceiling
Benefit amounts recognized on equity
121
(419)
(1,024)
TOTAL BENEFIT AMOUNTS RECOGNIZED ON COMPREHENSIVE INCOME
(178)
(953)
(119)
F-56
Note 10
Expected future cash outflows
The average duration of accrued benefits is approximately 11 years for defined pension benefits and 15 years for other benefits. TotalEnergies expects to pay contributions of $146 million in respect of funded pension plans in 2024.
Estimated future benefits either financed from plan assets or directly paid by the employer are detailed as follows:
Estimated future payments
2024
551
2025
510
2026
2027
596
2028
612
2029-2033
3,098
Type of assets
Asset allocation
as of December 31,
Equity securities
27%
26%
39%
Debt securities
47%
46%
35%
Monetary
2%
3%
1%
Annuity contracts
17%
Real estate
7%
8%
Investments on equity and debt markets are quoted on active markets.
Main actuarial assumptions and sensitivity analysis
Assumptions used to determine benefits obligations:
Discount rate (weighted average for all regions)
3.89%
4.39%
1.82%
4.26%
4.45%
1.83%
Of which Euro zone
3.27%
3.70%
0.99%
3.30%
3.48%
1.05%
Of which United States
4.50%
3.00%
Of which United Kingdom
4.75%
2.00%
Inflation rate (weighted average for all regions)
2.49%
2.91%
2.41%
2.24%
1.71%
2.50%
3.25%
The discount rate retained is determined by reference to the high quality rates for AA-rated corporate bonds for a duration equivalent to that of the obligations. It derives from a benchmark per monetary area of different market data at the closing date.
Sensitivity to inflation in respect of defined benefit pension plans is not material in the United States.
A 0.5% increase or decrease in discount rates – all other things being equal - would have the following approximate impact on the benefit obligation:
0.5% Increase
0.5% Decrease
Benefit obligation as of December 31, 2023
(490)
A 0.5% increase or decrease in inflation rates – all other things being equal - would have the following approximate impact on the benefit obligation:
300
F-57
Notes 10 and 11
10.2 Payroll and staff
Personnel expenses (M$)
Wages and salaries (including social charges)
9,210
9,002
9,207
TotalEnergies employees at December 31,
France (DROM COM includ.)
● Management
14,675
14,130
13,903
● Other
20,831
20,829
21,232
International
19,470
18,183
17,346
47,603
48,137
48,828
102,579
101,279
101,309
The number of employees includes only employees of fully consolidated subsidiaries.
Note 11 Income taxes
Income taxes disclosed in the statement of income include current tax expense (or income) and deferred tax expense (or income).
Current tax expense (or income) are the estimated amount of the tax due for the taxable income of the period.
Deferred income taxes are recorded based on the temporary differences between the carrying amounts of assets and liabilities recorded in the balance sheet and their tax bases, and on carry-forwards of unused tax losses and other tax credits.
Deferred tax assets and liabilities are measured using the tax rates that have been enacted or substantially enacted at the balance sheet date. The tax rates used depend on the timing of reversals of temporary differences, tax losses and other tax credits. The effect of a change in tax rate is recognized either in the Consolidated Statement of Income or in shareholders’ equity depending on the item it relates to.
Deferred tax resulting from temporary differences between the carrying amounts of equity-method investments and their tax bases are recognized. The deferred tax calculation is based on the expected future tax effect (dividend distribution rate or tax rate on capital gains).
Income taxes are detailed as follows:
Current income taxes
(12,745)
(19,825)
(8,158)
(556)
(2,417)
(1,429)
TOTAL INCOME TAXES
Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as follows:
Net operating losses and tax carry forwards
3,600
5,129
409
586
Other temporary non-deductible provisions
7,569
8,813
8,235
Differences in depreciations
(15,443)
(14,692)
(15,233)
Other temporary tax deductions
(3,909)
(4,102)
(4,221)
NET DEFERRED TAX LIABILITY
(8,270)
(5,972)
(5,504)
The reserves of TotalEnergies subsidiaries that would be taxable if distributed but for which no distribution is planned, and for which no deferred tax liability has therefore been recognized, totaled $1,407 million as of December 31, 2023.
Deferred tax assets not recognized as of December 31, 2023, amount to $3,060 million as their future recovery was not regarded as probable given the expected results of the entities. Particularly in the Exploration & Production segment, when the affiliate or the field concerned is in its exploration phase, the net operating losses created during this phase will be useable only if a final investment and development decision is made. Accordingly, the time limit for the utilization of those net operating losses is not known.
Deferred tax assets not recognized relate notably to France for an amount of $1,072 million and to Australia for an amount of $222 million.
After netting deferred tax assets and liabilities by fiscal entity, deferred taxes are presented on the balance sheet as follows:
Deferred tax assets
Deferred tax liabilities
(11,688)
(11,021)
(10,904)
NET AMOUNT
Note 11
The net deferred tax variation in the balance sheet is analyzed as follows:
Opening balance
(3,310)
Deferred tax on income
Deferred tax on shareholders’ equity (a)
Changes in scope of consolidation and others
(1,102)
101
CLOSING BALANCE
This amount includes mainly deferred taxes on actuarial gains and losses, current income taxes and deferred taxes for changes in fair value of investments inequity instruments, as well as deferred taxes related to the cash flow hedge (see Note 9 to the Consolidated Financial Statements).
Reconciliation between provision for income taxes and pre-tax income
13,301
22,242
9,587
Pre-tax income
34,811
43,286
25,953
French statutory tax rate
25.83%
28.41%
Theoretical tax charge
(8,992)
(11,181)
(7,373)
Difference between French and foreign income tax rates
(5,925)
(9,625)
(3,754)
Tax effect of equity in income (loss) of affiliates
477
(489)
977
Permanent differences
800
(676)
738
Adjustments on prior years income taxes
Adjustments on deferred tax related to changes in tax rates
Variation of deferred tax assets not recognized
69
275
(165)
INCOME TAXES IN THE STATEMENT OF INCOME
The French statutory tax rate includes the standard corporate tax rate (25%), additional and exceptional applicable taxes that bring the overall tax rate to 25.83% in 2023 (versus 25.83% in 2022 and 28.41% in 2021).
Permanent differences are mainly due to impairment of goodwill and to dividends from non-consolidated companies as well as the specific taxation rules applicable to certain activities.
Schedule of losses and tax credits carried forward
TotalEnergies has deferred tax assets related to losses and carried forward tax credits which expire according to the following years:
2026(a)
1,652
2027(b)
2028 and after
1,201
Unlimited
1,882
2,362
3,419
2026 and after for 2021.
2027 and after for 2022.
As of December 31, 2023 the schedule of deferred tax assets related to carried forward tax credits on net operating losses for the main countries is as follows:
United
Kazakhstan
Australia
States
322
834
732
836
660
F-59
Note 12
Note 12 Provisions and other non-current liabilities
12.1 PROVISIONS AND OTHER NON-CURRENT LIABILITIES
A provision is recognized when TotalEnergies has a present obligation, legal or constructive, as a result of a past event for which it is probable that an outflow of resources will be required and when a reliable estimate can be made regarding the amount of the obligation. The amount of the liability corresponds to the best possible estimate.
Provisions and non-current liabilities are comprised of liabilities for which the amount and the timing are uncertain. They arise from environmental risks, legal and tax risks, litigation and other risks.
Litigations and accrued penalty claims
285
Provisions for environmental contingencies
751
11,585
13,110
Other non-current provisions
3,588
3,633
2,766
of which restructuring activities
228
282
506
of which financial risks related to non-consolidated and equity accounted for affiliates
1,708
1,582
265
of which contingency reserve on solar panels warranties (SunPower)
Other non-current liabilities
4,858
3,379
1,430
In 2023, litigation reserves amount to $476 million of which $276 million in the Exploration & Production, notably in Brazil, Bolivia and Angola, and $91 million in Refining & Chemicals.
In 2022, litigation reserves amounted to $529 million of which $257 million in the Exploration & Production, notably in Brazil, Bolivia and Angola, and $159 million in Refining & Chemicals.
In 2021, litigation reserves amounted to $285 million of which $192 million in the Exploration & Production, notably in Brazil, Bolivia and Angola.
Other non-current liabilities mainly include debts whose maturity is more than one year related to fixed assets acquisitions.
Changes in provisions and other non-current liabilities
Changes in provisions and other non-current liabilities are as follows:
January, 1
Allowances
Reversals
December, 31
1,269
(1,315)
212
of which provisions for financial risks
(29)
of which asset retirement obligations
524
of which provisions for environmental contingencies
117
(158)
of which provisions for restructuring of activities
2,724
(1,397)
(834)
640
1,363
(15)
(418)
(133)
(230)
20,925
1,446
(1,560)
(527)
43
The discount rate used for the valuation of asset retirement obligation is 5% in 2023 and 4% in 2022 and 3% in 2021 (the expenses are estimated at current currency values with an inflation rate of 2% in 2023 and 2% in 2022 and 1.5% in 2021).
A decrease of 0.5% of this rate would increase the asset retirement obligation by $846 million, with a corresponding impact in tangible assets, and with a negative impact of approximately $80 million on the following years net income. Conversely, an increase of 0.5% would have a nearly symmetrical impact compared to the effect of the decrease of 0.5%.
Changes in the asset retirement obligation are as follows:
Spending on
Revision in
New
existing
Accretion
estimates
obligations
(1,499)
(420)
(1,172)
198
(663)
(241)
15,368
(109)
(239)
12.2 OTHER RISKS AND CONTINGENT LIABILITIES
There are no governmental, legal or arbitration proceedings, including any proceeding of which the Corporation is aware that are pending or threatened against the Corporation, that could have, or could have had during the last 12 months, a material impact on TotalEnergies’ financial situation or profitability.
Described below are the main administrative, legal and arbitration proceedings in which the Corporation and the other entities of TotalEnergies are involved.
FERC
The Office of Enforcement of the U.S. Federal Energy Regulatory Commission (FERC) began in 2015 an investigation in connection with the natural gas trading activities in the United States of TotalEnergies Gas & Power North America, Inc. (TGPNA), a U.S. subsidiary of TotalEnergies. The investigation covered transactions made by TGPNA between June 2009 and June 2012 on the natural gas market. TGPNA received a Notice of Alleged Violations from FERC on September 21, 2015. On April 28, 2016, FERC issued an order to show cause to TGPNA and two of its former employees, and to the Corporation and TotalEnergies Gas & Power Ltd., regarding the same facts. The case was remanded on July 15, 2021 to the FERC Administrative Judge for hearing and consideration on the merits. TGPNA brought a claim to the U.S. District Court for the District of Texas in December 2022 disputing the constitutionality of FERC’s administrative procedure; the U.S. District Court for the District of Texas ordered a stay of the case in the course of 2023, pending decisions by the U.S. Supreme Court in another cases involving similar constitutional issues. TGPNA contests the claims brought against it.
DISPUTE RELATING TO CLIMATE
In France, the Corporation was summoned in January 2020 before Nanterre’s Civil Court of Justice by certain associations and local communities in order to oblige the Company to complete its Vigilance Plan, by identifying in detail risks relating to a global warming above 1.5 °C, as well as indicating the expected amount of future greenhouse gas emissions related to the Company’s activities and its product utilization by third parties and in order to obtain an injunction ordering the Corporation to cease exploration and exploitation of new oil or gas fields, to reduce its oil and gas production by 2030 and 2050, and to reduce its net direct and indirect CO2 emissions by 40% in 2040 compared with 2019. This action was declared inadmissible on July 6, 2023, by the Paris Civil Court of Justice to which the case was transferred following a new procedural law. All the claimants appealed this decision before the Paris Court of Appeal. TotalEnergies considers that it has fulfilled its obligations under the French law on the vigilance duty.
Several associations in France brought civil and criminal actions against TotalEnergies, with the purpose of proving that since May 2021 – after the change of name of TotalEnergies – the Corporation’s corporate communication and its publicity campaign contain environmental claims that are either false or misleading for the consumer. TotalEnergies considers that these accusations are unfounded.
In France, on July 4, 2023, nine shareholders (two companies and 7 individuals holding a small number of the Corporation’s shares) brought an action against the Corporation before the Nanterre Commercial Court, seeking the annulment of resolution no. 3 passed by the Corporation’s Annual Shareholders’ Meeting on May 26, 2023, recording the results for fiscal year 2022 and setting the amount of the dividend to be distributed for fiscal year 2022. The plaintiffs essentially allege an insufficient provision for impairment of the Company’s assets in the financial statements for the fiscal year 2022, due to the insufficient consideration of future risks and costs related to the consequences of greenhouse gas emissions emitted by its customers (scope 3) and carbon cost assumptions presented as too low. The Corporation considers this action to be unfounded.
In the United States, U.S. subsidiaries of TotalEnergies (TotalEnergies EP USA, Inc., TotalSpecialties USA, Inc. and TotalEnergies Marketing USA, Inc.) were summoned, amongst many companies and professional associations, in several “climate litigation” cases, seeking to establish legal liability for past greenhouse gas emissions, and to compensate plaintiff public authorities, in particular for resulting adaptation costs. The Corporation was summoned, along with these subsidiaries, in three of these litigations. The Corporation and its subsidiaries consider that the courts lack jurisdiction, and have many arguments to put forward, and consider that the past and present behavior of the Corporation and its subsidiaries does not constitute a fault susceptible to give rise to liability.
F-61
RUSSIA
In France, two associations filed a simple complaint against the Company in October 2022 with the National Anti-Terrorist Prosecutor’s Office, due to the continuation of some of the Company’s activities in Russia since the Russian invasion of Ukraine in 2022. The complaint, which the Corporation has not been given access to, would accuse the Corporation – due to its 49%1 holding in Russian company Terneftegas, at that time 51%-owned by Novatek and operated by said company – of complicity in war crimes committed by the Russian Air Force in Ukraine, by aiding or assisting, through the supply of kerosene to the Russian Air Force. The Corporation – which has no direct or indirect activity vis-à-vis the sale of kerosene in Russia – has strongly rejected these accusations, as unfounded in both law and fact2.
The complaint was dismissed by the National Anti-Terrorist Prosecutor’s Office in early January 2023.
The plaintiffs later lodged a new identical complaint in March 2023 with the application to join the proceedings as a civil party. In June 2023, the National Anti-Terrorist Prosecutor’s Office recommended a dismissal to the Elder Magistrate in charge of criminal matters.
MOZAMBIQUE
In France, victims and heirs of deceased persons filed a complaint against the Company in October 2023 with the Nanterre Prosecutor, following the events perpetrated by terrorists in the city of Palma in March 2021. This complaint would allege that the Corporation is liable for “unvoluntary manslaughter” and, “failure to assist people in danger”. The Corporation considers these accusations as unfounded in both law and fact3.
1 The sale by the Company of the 49% interest in Terneftegaz announced by the Company on July 18, 2022 was finalized on September 15, 2022.
2 Please refer to the press release published by the Company on August 24, 2022 contesting the accusations made by French newspaper Le Monde.
3 Please refer to the press release published by the Company on October 11, 2023 contesting the accusations.
F-62
Note 13
Note 13 Off-balance sheet commitments and lease contracts
13.1 OFF-BALANCE SHEET COMMITMENTS AND CONTRACTUAL OBLIGATIONS
Maturity and installments
Less than 1
Between 1
More than 5
year
and 5 years
years
Non-current debt obligations net of hedging instruments (Note 15)
31,493
13,068
18,425
Current portion of non-current debt obligations net of hedging instruments (Note 15)
5,669
Lease obligations (Note 13.2)
9,477
1,721
3,652
4,104
Asset retirement obligations (Note 12)
453
9,680
Contractual obligations recorded in the balance sheet
58,224
7,843
18,172
32,209
Lease obligations for low value assets, short term contracts or not yet commenced (Note 13.2)
643
1,049
Purchase obligations
178,772
14,536
123,386
Contractual obligations not recorded in the balance sheet
180,993
15,179
41,899
123,915
TOTAL OF CONTRACTUAL OBLIGATIONS
239,217
23,022
60,071
156,124
Guarantees given to customs authorities
2,001
1,913
Guarantees given on borrowings
19,219
582
9,131
Guarantees related to sales of businesses
160
Guarantees of current liabilities
67
Guarantees to customers / suppliers
23,382
6,768
3,946
12,668
Letters of credit
3,294
Other operating commitments
20,409
8,698
1,083
10,628
TOTAL OF OTHER COMMITMENTS GIVEN
68,684
14,852
32,642
Assets received as collateral (security interests)
Sales obligations
97,436
8,470
47,178
41,788
Other commitments received
25,365
3,985
TOTAL OF COMMITMENTS RECEIVED
122,843
26,517
50,541
45,785
of which commitments given relating to joint ventures
32,846
906
10,643
21,297
of which commitments given relating to associates
97,130
850
14,676
81,604
35,684
14,229
21,455
5,328
9,714
3,872
4,405
521
1,497
11,092
63,836
7,286
19,598
36,952
1,830
610
139,050
11,286
40,516
87,248
140,880
12,069
41,126
87,685
204,716
19,355
60,724
124,637
2,003
20,218
2,519
5,814
11,885
61
23,757
3,539
2,275
17,943
2,430
2,241
172
23,039
5,198
900
16,941
71,819
15,619
9,215
46,985
94,977
6,267
36,341
52,369
25,650
19,261
2,817
3,572
120,672
25,542
39,168
55,962
32,054
2,006
5,666
24,382
52,270
839
11,638
39,793
40,311
16,811
23,500
5,073
9,034
1,390
3,321
4,323
1,751
12,615
69,394
7,073
21,883
40,438
1,679
543
447
136,032
13,333
36,174
86,525
137,711
14,022
36,717
86,972
207,105
21,095
58,600
127,410
2,236
2,122
50
20,428
595
3,734
16,099
163
23,494
3,093
4,376
16,025
2,993
2,869
21,138
3,058
1,594
16,486
70,675
11,969
9,877
48,829
92,555
7,565
33,271
51,719
22,326
17,285
1,755
3,286
114,943
24,887
35,042
55,014
33,373
253
25,767
34,491
727
9,110
24,654
A. Contractual obligations
Debt obligations
“Non-current debt obligations” are included in the items “Non-current financial debt” and “Non-current financial assets” of the Consolidated Balance Sheet. It includes the non-current portion of swaps hedging bonds and excludes non-current lease obligations of $7,756 million.
The current portion of non-current debt is included in the items “Current borrowings”, “Current financial assets” and “Other current financial liabilities” of the Consolidated Balance Sheet. It includes the current portion of swaps hedging bonds and excludes the current portion of lease obligations of $1,721 million.
The information regarding contractual obligations linked to indebtedness is presented in Note 15 to the Consolidated Financial Statements.
Lease contracts
The information regarding leases is presented in Note 13.2 to the Consolidated Financial Statements.
This item represents the discounted present value of Exploration & Production and Integrated LNG asset retirement obligations, primarily asset removal costs at the completion date. The information regarding contractual obligations linked to asset retirement obligations is presented in Note 12 to the Consolidated Financial Statements.
Purchase obligations are obligations under contractual agreements to purchase goods or services, including capital projects. These obligations are enforceable and legally binding on the company and specify all significant terms, including the amount and the timing of the payments.
These obligations mainly include: unconditional hydrocarbon purchase contracts (except where an active, highly-liquid market exists and when the hydrocarbons are expected to be re-sold shortly after purchase) in the Integrated LNG segment, reservation of transport capacities in pipelines, unconditional exploration works and development works in the Exploration & Production and Integrated LNG segment, and contracts for capital investment projects in the Refining & Chemicals segment.
B. Other commitments given
These consist of guarantees given by TotalEnergies to customs authorities in order to guarantee the payments of taxes and excise duties on the importation of oil and gas products, mostly in France.
F-64
TotalEnergies guarantees bank debt and lease obligations of certain non-consolidated subsidiaries and equity affiliates. Maturity dates vary, and guarantees will terminate on payment and/or cancellation of the obligation. A payment would be triggered by failure of the guaranteed party to fulfill its obligation covered by the guarantee, and no assets are held as collateral for these guarantees. As of December 31, 2023, the maturities of these guarantees are up to 2047.
As of December 31, 2023, the guarantees provided by TotalEnergies SE in connection with the financing of the Mozambique LNG project amount to $4,600 million as in 2022.
As of December 31, 2023, the guarantees provided by TotalEnergies SE in connection with the financing of the Ichthys LNG project amount to $4,136 million. As of December 31, 2022, the guarantees amounted to $4,659 million.
As of December 31, 2023, the guarantees provided by TotalEnergies SE in connection with the financing of the Yamal LNG project amount to $3,270 million. As of December 31, 2022, the guarantees amounted to $3,483 million.
As of December 31, 2023, the guarantees provided by TotalEnergies SE in connection with the financing of the Bayport Polymers LLC project, amount to $1,400 million. As of December 31, 2022, the guarantees amounted to $1,820 million.
As of December 31, 2023, the guarantees provided by TotalEnergies Holdings in connection with the financing of the Seagreen project, amount to $1,273 million. As of December 31, 2022, the guarantees amounted to $1,204 million.
As of December 31, 2023, the guarantees provided by TotalEnergies SE in connection with the financing of the Arctic LNG2 project amount to $1,050 million. As of December 31, 2022, the guarantees amounted to $1,013 million.
As of December 31, 2023, TotalEnergies SE has confirmed guarantees for TotalEnergies Refining Saudi Arabia SAS shareholders’ advances for an amount of $1,025 million as in 2022.
As of December 31, 2023, the guarantee provided by TotalEnergies Holdings in connection with the financing of the Rio Grande LNG project amount to $800 million.
Indemnities related to sales of businesses
In the ordinary course of business, TotalEnergies executes contracts involving standard indemnities for the oil industry and indemnities specific to transactions such as sales of businesses. These indemnities might include claims against any of the following: environmental, tax and shareholder matters, intellectual property rights, governmental regulations and employment-related matters, and commercial contractual relationships. Performance under these indemnities would generally be triggered by a breach of terms of the contract or by a third party claim. TotalEnergies regularly evaluates the probability of having to incur costs associated with these indemnities.
Other guarantees given
Non-consolidated subsidiaries
TotalEnergies also guarantees the current liabilities of certain non-consolidated subsidiaries. Performance under these guarantees would be triggered by a financial default of the entity.
Operating agreements
As part of normal ongoing business operations and consistent with generally accepted industry practices, TotalEnergies enters into numerous agreements with other parties. These commitments are often entered into for commercial purposes, for regulatory purposes or for other operating agreements.
C. Commitments received
These amounts represent binding obligations to sell goods, including in particular hydrocarbon sales contracts (except where an active, highly-liquid market exists and when the volumes are expected to be re-sold shortly after purchase).
13.2 LEASE CONTRACTS
A lease contract is a contract that grants lessee the right to use an identified asset for a specified period of time in exchange for consideration. At lease inception, an asset corresponding to right of use and a debt are recognized in the lessee’s balance sheet. Carrying value of right of use corresponds to present value of future lease payments plus any direct costs incurred for concluding the contract. Lease debt is recorded as a liability in the balance sheet under financial debts. Rights of use are depreciated over the useful lives applied by TotalEnergies.
Leases that are of short duration or that relate to low value assets are not recorded in the balance sheet, in accordance with the exemptions in the standard. They are presented as off-balance sheet commitments.
TotalEnergies mainly leases real estate, service stations, ships, and other equipment (see Note 7 to the Consolidated Financial Statements).
F-65
The future minimum lease payments on leases to which TotalEnergies is committed are as follows:
Leases recorded in
Exempted contracts
balance sheet
2,473
406
1,607
249
1,384
231
1,142
2029 and beyond
6,188
Total minimum payments
13,801
Less financial expenses
(4,324)
Nominal value of contracts
Less current portion of lease contracts (Note 15)
(1,721)
Non-current lease liabilities
7,756
2,189
1,646
1,255
1,140
993
2028 and beyond
6,053
13,276
(3,562)
8,277
1,835
136
1,199
1,097
102
1,021
2027 and beyond
6,017
12,516
(3,482)
(1,390)
7,644
For the year ended December 31, 2023, rental expense recorded in the income statement and incurred under short term leases or low value assets leases and under variable lease payments is $1,007 million and $183 million, respectively.
For the year ended December 31, 2022, rental expense recorded in the income statement and incurred under short term leases or low value assets leases and under variable lease payments was $701 million and $151 million, respectively.
For the year ended December 31, 2021, rental expense recorded in the income statement and incurred under short team leases or low value assets leases and under variable lease payments was $487 million and $242 million, respectively.
Other information required on lease debts, notably their maturity, is presented in Note 15 to the Consolidated Financial Statements.
F-66
Note 14
Note 14 Financial assets and liabilities analysis per instrument class and strategy
The financial assets and liabilities disclosed in the balance sheet are detailed as follows:
Fair value through
comprehensive
Fair value of bonds
Assets / (Liabilities)
Amortized cost
P&L
income
hedging instruments
Fair value
Equity affiliates: loans
4,260
302
142
673
3,983
Accounts receivable, net(b)
7,940
6,775
5,046
1,448
Total financial assets
73,100
10,127
764
84,725
Total non-financial assets
198,929
Non-current financial debt(a)
(38,040)
(2,198)
(40,478)
(41,329)
Accounts payable(b)
(12,287)
(7,573)
(77)
(19,937)
Current borrowings(a)
(9,590)
(9,601)
(446)
Total financial liabilities
(101,252)
(7,991)
(2,466)
(111,786)
(112,648)
Total non-financial liabilities
(171,868)
(283,654)
The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (see Note 15 to the Consolidated Financial Statements).
The impact of offsetting on accounts receivable, net is $(5,897) million and $5,897 million on accounts payable.
1,428
2,087
19,529
691
7,536
80,257
22,022
947
815
104,041
199,823
(41,235)
(283)
(3,746)
(45,264)
(43,471)
(16,412)
(17,994)
(780)
(35,186)
(15,502)
(15,518)
(226)
(262)
(488)
(114,495)
(18,503)
(4,008)
(137,786)
(136,009)
(166,078)
(303,864)
The impact of offsetting on accounts receivable, net is $(10,156) million and $10,156 million on accounts payable.
847
787
2,419
7,141
21,067
1,345
12,001
272
70,265
23,161
1,918
829
96,173
197,285
(47,973)
(1,498)
(49,512)
(53,144)
(15,266)
(27,294)
Current borrowings (a)
(15,035)
(15,039)
(316)
(110,973)
(15,363)
(1,814)
(129,050)
(132,686)
(164,408)
(293,458)
The impact of offsetting on accounts receivable, net is $(4,584) million and $4,584 million on accounts payable.
F-68
Note 15
Note 15 Financial structure and financial costs
15.1 FINANCIAL DEBT AND DERIVATIVE FINANCIAL INSTRUMENTS
A) Non-current financial debt and related financial instruments
(Assets) / Liabilities
Secured
Unsecured
8,427
32,051
of which hedging instruments of non-current financial debt (liabilities)
2,198
(1,166)
of which hedging instruments of non-current financial debt (assets)
(673)
NON-CURRENT NET FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS
7,261
30,822
38,083
Variable rate bonds or bonds after fair value hedge
7,051
Fixed rate bonds or bonds after cash flow hedge
22,839
Other floating rate debt
408
838
Other fixed rate debt
Lease obligations
Non-current financial assets excluding derivative financial instruments
(142)
(1,308)
Non-current instruments held for trading
8,329
36,935
3,746
(1,428)
(2,731)
(813)
6,901
35,632
42,533
8,958
26,159
535
7,720
41,792
1,498
(847)
(2,404)
6,873
40,235
47,108
12,820
27,147
424
(675)
(1,522)
The bonds, as of December 31, 2023, after taking into account currency and interest rates swaps fair value, are detailed as follows:
Bonds after fair value hedge or variable rate
after
Range
Range of initial current rate
bonds(a)
Currency of
of current
before hedging
issuance
maturities
instruments
Bond
USD
3,542
5,042
5,001
2024 - 2028
2.434% - 3.883
CHF
407
2026 - 2029
0.176% - 0.298
AUD
4.000
EUR
3,209
5,574
7,528
2024 - 2044
0.625% - 3.000
GBP
929
925
1,524
2025 - 2031
1.405% - 1.750
HKD
2.920
Current portion (less than one year)
(2,118)
(3,890)
(2,540)
Principal financing entities(b)
6,172
8,258
12,122
1,200
(1,200)
Other consolidated subsidiaries
879
698
TOTAL VARIABLE RATE BONDS OR BONDS AFTER FAIR VALUE HEDGE
Bonds after cash flow hedge or
fixed rate bonds
15,448
15,628
15,487
0.696% - 5.125
8,301
9,941
2024 - 2060
2.829% - 3.461
187
3.088
1,088
1,076
2024 - 2027
0.510% - 1.010
980
985
1,004
2024 - 2026
1.250% - 1.660
(3,175)
(500)
(1,000)
22,828
26,157
26,750
TOTAL FIXED RATE BONDS OR BONDS AFTER CASH FLOW HEDGE
The IBOR rate reform mainly impacted the bonds after fair value hedge, on principal financing entities and TotalEnergies SE, indexed on the USD LIBOR rate. At December 31, 2023, the amount of the bonds after fair value hedge (both non-current and current portions) on principal financing entities and TotalEnergies SE is $ 8,290 million.
All debt securities issued through the following subsidiaries are fully and unconditionally guaranteed by TotalEnergies SE as to payment of principal, premium, if any, interest and any other amounts due:
TotalEnergies Capital is a wholly and directly owned subsidiary of TotalEnergies SE (except for one share held by each director). It acts as a financing vehicle for TotalEnergies. The repayment of its financial debt (capital, premium and interest) is fully and unconditionally guaranteed by TotalEnergies SE;
TotalEnergies Capital Canada Ltd. is a wholly and directly owned subsidiary of TotalEnergies SE. It acted as a financing vehicle for the activities of TotalEnergies in Canada. The repayment of its financial debt (capital, premium and interest) is fully and unconditionally guaranteed by TotalEnergies SE;
TotalEnergies Capital International is a wholly and directly owned subsidiary of TotalEnergies SE (except for one share held by each director). It acts as a financing vehicle for TotalEnergies. The repayment of its financial debt (capital, premium and interest) is fully and unconditionally guaranteed by TotalEnergies SE.
F-70
Loan repayment schedule (excluding current portion)
of which hedging
Non-current net
of non‑current
Non-current
of non-current
financial debt and
Non‑current
financial debt
financial
related financial
(liabilities)
assets
(assets)
5,381
4,947
4,013
(304)
(102)
3,709
3,720
(349)
3,371
4,502
(246)
4,256
22,862
(1,062)
(264)
21,800
7,251
399
6,352
4,701
552
(259)
(168)
4,442
3,271
3,522
26,325
2,111
(465)
25,050
6,143
115
6,032
6,506
(219)
6,287
4,471
(89)
4,382
3,348
3,277
29,044
761
(1,914)
(548)
27,130
Analysis by currency and interest rate
These analyses take into account interest rate and foreign currency swaps to hedge non-current financial net debt.
U.S. dollar
34,789
38,896
44,387
94
2,322
Norwegian krone
Other currencies
1,507
946
Fixed rate
30,311
80
33,533
34,353
Floating rate
7,772
12,755
F-71
B) Current financial assets and liabilities
Current borrowings consist mainly of drawings on commercial papers or treasury bills and of bank loans. These instruments bear interest at rates that are close to market rates. Current deposits beyond three months include initial margins held as part of the Company’s activities on organized markets.
Current financial debt(a)
2,377
8,997
8,846
Current lease obligations
Current portion of non-current financial debt
5,492
5,068
4,799
Current borrowings (Note 14)
Current portion of hedging instruments of debt (liabilities)
268
Other current financial instruments (liabilities)
56
Other current financial liabilities (Note 14)
Current deposits beyond three months
(5,450)
(8,127)
(11,868)
Marketable securities
(519)
(218)
(195)
Financial receivables on sub-lease, current
(329)
(132)
Current portion of hedging instruments of debt (assets)
(91)
Other current financial instruments (assets)
(196)
(209)
(78)
Current financial assets (Note 14)
(6,585)
(8,746)
(12,315)
NET CURRENT BORROWINGS
7,244
3,092
As of December 31, 2023, December 31, 2022 and December 31, 2021, current financial debt includes notably short-term negotiable debt security issued through programs fully and unconditionally secured by TotalEnergies SE.
C) Cash flow from (used in) financing activities
The variations of financial debt are detailed as follows:
Non-cash changes
Change in scope,
Reclassification
Cash
including IFRS 5
Foreign
Changes in
Non-current /
changes
reclassification
currency
Current
Non-current financial instruments - assets(a) and non-current financial assets
353
(287)
(343)
2,268
Non-current financial debt and related financial instruments
571
(7,186)
Current financial instruments - assets(a)
(68)
(134)
(14,660)
181
389
7,573
484
Current financial instruments - liabilities(a)
Current financial debt and related financial instruments
15,589
(14,277)
7,186
9,420
Financial debt and financial assets classified as held for sale
341
NET FINANCIAL DEBT
58,084
(14,147)
1,098
443
2,331
47,813
Fair value or cash flow hedge instruments and other non-hedge debt-related derivative instruments.
(153)
(696)
(225)
175
(6,981)
2,371
(672)
(6,783)
2,218
(252)
(198)
(6,337)
6,981
125
15,155
6,783
62,259
(4,965)
(1,022)
(282)
2,408
Non-current financial instruments - assets (a) and non-current financial assets
(4,781)
2,432
60,203
(183)
(2,377)
(9,254)
1,540
55,422
(649)
55
(9,066)
1,522
191
(45)
17,099
(11,047)
9,254
179
17,108
9,066
131
313
(306)
72,843
(11,505)
(347)
(416)
1,653
(a) Fair value or cash flow hedge instruments and other non-hedge debt-related derivative instruments.
F-72
Monetary changes in non-current financial debt are detailed as follows:
Issuance of non-current debt
189
1,148
808
Repayment of non-current debt
(1,167)
D) Cash and cash equivalents
Cash and cash equivalents are composed of cash on hand and highly liquid short-term investments that are easily convertible into known amounts of cash and are subject to insignificant risks of changes in value.
Investments with maturity greater than three months and less than twelve months are shown under “Current financial assets”.
Changes in current financial assets and liabilities are included in the financing activities section of the consolidated statement of cash flows.
Cash and cash equivalents are detailed as follows:
16,956
14,873
13,544
Cash equivalents
10,307
18,153
7,798
Cash equivalents are mainly composed of deposits with a maturity of less than three months, deposited in government institutions or deposit banks selected in accordance with strict criteria.
As of December 31, 2023, the cash and cash equivalents include $1,807 million subject to restrictions, notably due to regulatory framework or to the fact they are owned by affiliates located in countries with exchange controls.
E) Net-debt-to-capital ratio
For its internal and external communication needs, TotalEnergies calculates a debt ratio by dividing its net financial debt excluding leases by its capital.
The ratio is calculated as follows: Net debt excluding leases / (Equity + Net debt excluding leases)
Current financial assets(a)
Net financial assets and liabilities held for sale or exchange(a)
Non-current financial assets(a)
Net financial debt excluding leases
Shareholders’ equity – TotalEnergies share
Distribution of the income based on existing shares at the closing date
NET-DEBT-TO-CAPITAL RATIO EXCLUDING LEASES
5.0
7.0
Excluding lease receivables & lease debts.
F-73
15.2 FAIR VALUE OF FINANCIAL INSTRUMENTS (EXCLUDING COMMODITY CONTRACTS)
TotalEnergies uses derivative instruments to manage its exposure to risks of changes in interest rates, foreign exchange rates and commodity prices. These financial instruments are accounted for in accordance with IFRS 9, changes in fair value of derivative instruments are recognized in the income statement or in other comprehensive income and are recognized in the balance sheet in the accounts corresponding to their nature, according to the risk management strategy. The derivative instruments used by TotalEnergies are the following:
- Cash management
Financial instruments used for cash management purposes are part of a hedging strategy of currency and interest rate risks within global limits set by TotalEnergies and are considered to be held for trading. Changes in fair value are systematically recorded in the income statement. The balance sheet value of those instruments is included in “Current financial assets” or “Other current financial liabilities”.
- Long-term financing
When an external long-term financing is set up, specifically to finance subsidiaries, and when this financing involves currency and interest rate derivatives, these instruments are qualified as:
1) Fair value hedge of the interest rate and currency risks on the external debt financing the loans to subsidiaries. Changes in fair value of derivatives are recognized in the income statement, as are changes in fair value of underlying financial debts and loans to subsidiaries.
The fair value of those hedging instruments of long-term financing is included in assets under “Non-current financial assets” or in liabilities under “Non-current financial debt” for the non-current portion. The current portion (less than one year) is accounted for in “Current financial assets” or “Other current financial liabilities”.
In case of the anticipated termination of derivative instruments accounted for as fair value hedges, the amount paid or received is recognized in the income statement and:
● If this termination is due to an early cancellation of the hedged items, the adjustment previously recorded as revaluation of those hedged items is also recognized in the income statement;
● If the hedged items remain in the balance sheet, the adjustment previously recorded as a revaluation of those hedged items is amortized over the remaining life of those items.
In case of a change in the strategy of the hedge (fair value hedge to cash flow hedge), if the components of the initial aggregated exposure had already been designated in a hedging relationship (FVH), TotalEnergies designates the new instrument as a hedging instrument of an aggregated position (CFH) without having to end the initial hedging relationship.
2) Cash flow hedge when TotalEnergies implements a strategy of fixing interest rate and/or currency rate on the external debt. Changes in fair value are recorded in other comprehensive income for the effective portion of the hedging and in the income statement for the ineffective portion of the hedging. When the hedged transaction affects profit or loss, the fair value variations of the hedging instrument recorded in equity are also symmetrically recycled to the income statement.
If the hedging instrument expires, is sold or terminated by anticipation, gains or losses previously recognized in equity remain in equity. Amounts are recycled to the income statement only when the hedged transaction affects profit or loss.
3) In compliance with IFRS 9, TotalEnergies has decided to recognize in a separate component of the comprehensive income the variation of foreign currency basis spread (Cross Currency Swaps) identified in the hedging relationships qualified as fair value hedges and cash flow hedges.
- Foreign subsidiaries’ equity hedge
Certain financial instruments hedge against risks related to the equity of foreign subsidiaries whose functional currency is not the euro (mainly the dollar). These instruments qualify as “net investment hedges” and changes in fair value are recorded in other comprehensive income under “Currency translation” for the effective portion of the hedging and in the income statement for the ineffective portion of the hedging. Gains or losses on hedging instruments previously recorded in equity, are reclassified to the income statement in the same period as the total or partial disposal of the foreign activity.
The fair value of these instruments is recorded under “Current financial assets” and “Other current financial liabilities”.
- Commitments to purchase shares held by non-controlling interests (put options written on minority interests)
Put options granted to non-controlling-interest shareholders are initially recognized as financial liabilities at the present value of the exercise price of the options with a corresponding reduction in shareholders’ equity – TotalEnergies share. The financial liability is subsequently measured at fair value at each balance sheet date in accordance with contractual clauses and any variation is recorded in the income statement (cost of debt).
A) Impact on the income statement per nature of financial instruments
Assets and liabilities from financing activities
The impact on the income statement of financing assets and liabilities mainly includes:
F-74
Financial derivative instruments used for cash management purposes (interest rate and foreign exchange) are considered to be held for trading. Based on practical documentation issues, TotalEnergies did not elect to set up hedge accounting for such instruments. The impact on income statement of the derivatives is offset by the impact of loans and current liabilities they are related to. Therefore these transactions taken as a whole do not have a significant impact on the Consolidated Financial Statements.
Loans and receivables
1,420
562
Financing liabilities and associated hedging instruments
(2,190)
(1,373)
Fair value hedge (ineffective portion)
Lease assets and obligations
(499)
(413)
Assets and liabilities held for trading
IMPACT ON THE COST OF NET DEBT
B) Impact of the hedging strategies
Fair value hedge instruments
The impact on the income statement of the bond hedging instruments which is recorded in the item “Financial interest on debt” in the Consolidated Statement of Income is detailed as follows:
Revaluation impact at market value of bonds
(765)
3,817
3,199
Swaps hedging bonds
767
(3,822)
(3,209)
INEFFECTIVE PORTION OF THE FAIR VALUE HEDGE
The ineffective portion is not representative of TotalEnergies’ performance considering its objective to hold swaps to maturity. The current portion of the swaps valuation is not subject to active management.
Net investment hedge
As of December 31, 2023, 2022 and 2021 TotalEnergies had no open forward contracts held in respect of net investment hedge strategies.
The impact on the income statement and other comprehensive income of the bonds hedging instruments qualified as cash flow hedges is detailed as follows:
Profit (Loss) recorded in other comprehensive income of the period
128
Recycled amount from other comprehensive income to the income statement of the period
As of December 31, 2023, 2022 and 2021, the ineffective portion of these financial instruments is nil.
Hedging instruments and hedged items by strategy
Fair Value Hedge
The following charts regarding Fair Value Hedge, disclose by nature of hedging instruments (Interest Rate Swaps and Cross Currency Swaps):
The nominal amounts and carrying amounts of hedging instruments;
The carrying amounts of hedged items and cumulative FVH adjustments included in the carrying amounts of the hedged items;
The hedged items that have ceased to be adjusted for hedging gains and losses.
Cumulative FVH
Nominal
adjustments included
amount of
Carrying amount of
in the carrying amount
Line items in the
Hedging
hedging
hedged items
of the hedged items
statement of
Hedged items
Assets
Liabilities
financial position
Interest Rate
Financial debt /
Bonds
Swaps
3,500
(86)
(3,457)
Financial assets
Cross Currency
4,671
(559)
(4,232)
439
End of hedging (before 2018)
F-75
5,000
(4,892)
7,029
(1,124)
(5,982)
1,047
Interest RateSwaps
6,767
303
(7,037)
Financial debt / Financial assets
Cross Currency Swaps
9,566
(382)
(8,865)
701
Cash Flow Hedge
The following charts regarding Cash Flow Hedge disclose the nominal amounts and carrying amounts by nature of hedging instruments (Interest Rate Swaps and Cross Currency Swaps).
According to IFRS 9, there is no accounting entry related to Cash Flow Hedge on hedged items.
Nature of
12,023
611
17,511
(1,821)
12,782
(736)
(660)
F-76
C) Maturity of derivative instruments
The maturity of the notional amounts of derivative instruments, excluding the commodity contracts, is detailed in the following table:
Notional
Notional value schedule
Fair
value
2029
and beyond
Fair value hedge
Swaps hedging bonds (assets)
403
Swaps hedging bonds (liabilities)
(570)
5,681
Total swaps hedging bonds - Fair value hedge
(525)
6,084
820
2,114
628
14,830
(193)
1,574
(1,628)
11,016
Total swaps hedging bonds - Cash flow hedge
3,688
25,846
4,509
4,153
2,135
10,363
Forward exchange contracts related to operating activities (assets)
311
Forward exchange contracts related to operating activities (liabilities)
234
Total forward exchange contracts related to operating activities
317
266
Held for trading
Other interest rate swaps (assets)
149
38,415
7,690
Other interest rate swaps (liabilities)
37,170
7,407
Total other interest rate swaps
75,585
185
15,097
8,692
1,580
Currency swaps and forward exchange contracts (assets)
10,325
Currency swaps and forward exchange contracts (liabilities)
8,513
773
Total currency swaps and forward exchange contracts
18,838
1,844
1,840
Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.
2,858
(1,015)
3,432
11,782
(1,918)
29,293
4,459
4,069
2,071
433
14,955
7,470
13,236
4,128
28,191
221
11,598
5,233
3,716
1,174
1,022
7,076
1,289
15,964
23,040
391
1,737
F-77
9,659
3,737
4,303
12,030
4,253
7,149
(1,396)
23,144
30,293
4,068
17,107
283
366
171
20,876
5,170
6,470
2,561
27,346
7,731
2,856
305
9,769
367
5,065
14,834
D) Fair value hierarchy
According to IFRS 13, fair values are estimated for the majority of TotalEnergies’ financial instruments, with the exception of publicly traded equity securities and marketable securities for which the market price is used.
Estimations of fair value, which are based on principles such as discounting future cash flows to present value, must be weighted by the fact that the value of a financial instrument at a given time may be influenced by the market environment (liquidity especially), and also the fact that subsequent changes in interest rates and exchange rates are not taken into account.
As a consequence, the use of different estimates, methodologies and assumptions could have a material effect on the estimated fair value amounts.
The methods used are as follows:
- Financial debts, swaps
The market value of swaps and of bonds that are hedged by those swaps has been determined on an individual basis by discounting future cash flows with the market curves existing at year-end.
- Other financial instruments
The fair value of interest rate swaps and of FRA’s (Forward Rate Agreements) is calculated by discounting future cash flows on the basis of market curves existing at year-end after adjustment for interest accrued but unpaid. Forward exchange contracts and currency swaps are valued on the basis of a comparison of the negotiated forward rates with the rates in effect on the financial markets at year-end for similar maturities.
Exchange options are valued based on models commonly used by the market.
The fair value hierarchy for financial instruments, excluding commodity contracts, is as follows:
Quoted prices in
active markets
Prices based
Prices based on
for identical
on observable
non observable
data
(level 1)
(level 2)
(level 3)
Cash flow hedge instruments
(1,104)
207
Equity instruments
(1,497)
(1,242)
F-78
(1,950)
(3,011)
(2,978)
(931)
15.3 FINANCIAL RISKS MANAGEMENT
Financial markets related risks
As part of its financing and cash management activities, TotalEnergies uses derivative instruments to manage its exposure to changes in interest rates and foreign exchange rates. These instruments are mainly interest rate and currency swaps. TotalEnergies may also occasionally use futures contracts and options. These operations and their accounting treatment are detailed in Notes 14, 15.1 and 15.2 to the Consolidated Financial Statements.
Risks relative to cash management operations and to interest rate and foreign exchange financial instruments are managed according to rules set by TotalEnergies’ General Management, which provide for regular pooling of available cash balances, open positions and management of the financial instruments by the Treasury Department. Excess cash of TotalEnergies is deposited mainly in government institutions, banking institutions, or major companies through deposits, reverse repurchase agreements and purchase of commercial paper. Liquidity positions and the management of financial instruments are centralized by the Treasury Department, where they are managed by a team specialized in foreign exchange and interest rate market transactions.
The Cash Monitoring-Management Unit within the Treasury Department monitors limits and positions per bank on a daily basis and results of the Front Office. This unit also prepares marked-to-market valuations of used financial instruments and, when necessary, performs sensitivity analyses.
Counterparty risk
TotalEnergies has established standards for market transactions under which any banking counterparty must be approved in advance, based on an assessment of the counterparty’s financial solidity (multi-criteria analysis including notably a review of its Credit Default Swap (CDS) level, financial credit ratings, which must be of high standing, and general financial situation).
An overall credit limit is set for each authorised financial counterparty and is allocated amongst the affiliates and TotalEnergies’ central treasury entities, according to TotalEnergies’ financial needs.
Reform of benchmarks risk
The transition to IBOR indices did not have a significant impact on the financial instruments managed by the Treasury Department of TotalEnergies. The USD LIBOR maturities ceased to be published end of June 2023 and was replaced by the SOFR. Furthermore, in Europe, the Eonia rate ceased to be published on January 3, 2022 and was replaced by the ESTR rate.
Bonds and associated derivatives impacted by the IBOR reform are presented in Note 15.1 “Financial debt and derivative financial instruments”.
Short-term interest rate exposure and cash
Cash balances, primarily composed of euros and dollars, are managed according to the guidelines established by TotalEnergies’ General Management (to maintain an adequate level of liquidity, optimize revenue from investments considering existing interest rate yield curves, and minimize the cost of borrowing) based on a daily interest rate benchmark, primarily through short-term interest rate swaps and short-term currency swaps.
F-79
Interest rate risk on non-current debt
TotalEnergies’ policy consists in incurring long-term debt at a floating or fixed rate, depending on TotalEnergies’ general corporate needs and the interest rate environment at the time of issuance, mainly in dollars or euros. Long-term interest rate and currency swaps may be entered into for the purpose of hedging bonds at the time of issuance, synthetically resulting in the incurrence of variable or fixed rate debt. In order to partially alter the interest rate exposure of its long-term indebtedness, TotalEnergies may also enter into long-term interest rate swaps on an ad-hoc basis.
Currency exposure
TotalEnergies generally seeks to minimize the currency exposure of each entity to its functional currency (primarily the dollar, the euro, the pound sterling and the Norwegian krone).
For currency exposure generated by commercial activity, the hedging of revenues and costs in foreign currencies is typically performed using currency operations on the spot market and, in some cases, on the forward market. TotalEnergies rarely hedges future cash flows, although it may use options to do so.
With respect to currency exposure linked to non-current assets, TotalEnergies has a hedging policy of financing these assets in their functional currency.
Net short-term currency exposure is periodically monitored against limits set by TotalEnergies’ General Management.
The non-current debt described in Note 15.1 to the Consolidated Financial Statements is generally raised by the corporate treasury entities either directly in dollars or in euros, or in other currencies which are then exchanged for dollars or euros through swap issuances to appropriately match general corporate needs. The proceeds from these debt issuances are loaned to affiliates whose accounts are kept in dollars or in euros. Thus, the net sensitivity of these positions to currency exposure is not significant.
TotalEnergies’ short-term currency swaps, the notional value of which appears in Note 15.2 to the Consolidated Financial Statements, are used to attempt to optimize the centralized cash management of TotalEnergies. Thus, the sensitivity to currency fluctuations which may be induced is likewise considered negligible.
Sensitivity analysis on interest rate and foreign exchange risk
The tables below present the potential impact of an increase or decrease of 10 basis points on the interest rate yield curves for each of the currencies on the fair value of the current financial instruments as of December 31, 2023, 2022 and 2021.
Change in fair value due to a change in
interest rate by
Carrying
Estimated
+ 10 basis
- 10 basis
points
Bonds (non-current portion, before swaps)
(28,365)
(29,216)
Total swaps hedging bonds (assets and liabilities)
Current portion of non-current debt after swaps (excluding lease obligations)
(5,669)
(5,680)
Other interest rates swaps
Currency swaps and forward exchange contracts
(32,184)
(30,391)
210
(210)
(5,328)
(5,344)
(39,256)
(42,888)
349
(711)
(5,073)
(5,077)
F-80
The impact of changes in interest rates on the cost of net debt before tax is as follows:
Interest rate translation of :
+ 10 basis points
‑ 10 basis points
As a result of the policy for the management of currency exposure previously described, TotalEnergies’ sensitivity to currency exposure is primarily influenced by the net equity of the subsidiaries whose functional currency is the euro and to a lesser extent, the pound sterling and the Norwegian krone.
This sensitivity is reflected in the historical evolution of the currency translation adjustment recorded in the statement of changes in consolidated shareholders’ equity which, over the course of the last three years, is essentially related to the fluctuation of the euro, the ruble and the pound sterling and is set forth in the table below:
Dollar / Euro exchange
Dollar / Pound sterling
Dollar / Ruble exchange
rates
exchange rates
0.90
0.79
89.14
0.94
0.83
74.01
0.74
75.31
Dollar
Shareholders’ equity at historical exchange rate
130,454
19,198
92,202
4,732
14,322
Currency translation adjustment before net investment hedge
(13,696)
(7,881)
(2,285)
(3,530)
Net investment hedge – open instruments
Shareholders’ equity at exchange rate as of December 31, 2023
11,312
2,447
10,792
124,560
15,835
88,902
6,258
13,520
(12,831)
(7,170)
(2,463)
(3,168)
Shareholders’ equity at exchange rate as of December 31, 2022
8,660
3,795
10,352
124,407
24,617
70,030
6,064
10,596
13,100
(12,666)
(4,239)
(1,902)
(4,281)
(2,244)
Shareholders’ equity at exchange rate as of December 31, 2021
20,373
4,162
6,315
10,856
Based on the 2023 financial statements, a conversion using rates different from + or - 10% for each of the currencies below would have the following impact on shareholders equity and net income (TotalEnergies share):
Norwegian
Crown
Impact of an increase of 10% of exchange rates on :
– Shareholders’ equity
1,131
245
– net income (TotalEnergies share)
Impact of a decrease of (10)% of exchange rates on :
(1,131)
Stock market risk
TotalEnergies holds interests in a number of publicly-traded companies (see Note 8 to the Consolidated Financial Statements). The market value of these holdings fluctuates due to various factors, including stock market trends, valuations of the sectors in which the companies operate, and the economic and financial condition of each individual company.
Liquidity risk
TotalEnergies SE has committed credit facilities granted by international banks allowing it to benefit from significant liquidity reserves.
As of December 31, 2023, these credit facilities amounted to $10,559 million and were entirely unutilized. The agreements underpinning credit facilities granted to TotalEnergies SE do not contain conditions related to TotalEnergies’ financial ratios, to its credit ratings from specialized agencies, or to the occurrence of events that could have a material adverse effect on its financial position.
F-81
As of December 31, 2023, the aggregated amount of the main committed credit facilities granted by international banks to the TotalEnergies’ companies, including TotalEnergies SE, was $11,527 million, of which $11,387 million were unutilized. In addition, the $8 billion undrawn credit line as of December 31, 2022, put in place in March 2022, has not been extended and therefore ended in March 2023.
Credit facilities granted to the TotalEnergies’ companies other than TotalEnergies SE are not intended to fund TotalEnergies’ general corporate purposes; they are intended to fund either general corporate purposes of the borrowing affiliate, or a specific project.
The following tables show the maturity of the financial assets and liabilities of TotalEnergies as of December 31, 2023, 2022 and 2021 (see Note 15.1 to the Consolidated Financial Statements).
Assets/(Liabilities)
Less than
More than
one year
1-2 years
2-3 years
3-4 years
4-5 years
5 years
Non-current financial debt (notional value excluding interests)
(5,079)
(3,816)
(3,615)
(4,356)
(22,525)
(39,391)
132
107
244
725
Net financial assets and liabilities held for sale or exchange
Net amount before financial expense
23,502
(4,947)
(3,709)
(3,371)
(4,256)
(21,800)
(14,581)
Financial expense on non-current financial debt
(469)
(517)
(390)
(4,242)
(6,508)
Interest differential on swaps
(355)
(265)
(261)
(537)
(1,843)
22,678
(5,729)
(4,430)
(4,017)
(4,855)
(26,579)
(22,932)
(6,719)
(4,527)
(3,356)
(3,503)
(25,856)
(43,961)
806
25,820
(6,352)
(4,442)
(3,271)
(3,418)
(25,050)
(16,713)
(662)
(583)
(515)
(4,611)
(7,236)
(431)
(221)
(761)
(2,261)
24,727
(7,247)
(5,221)
(3,992)
(4,055)
(30,422)
(26,210)
(6,328)
(4,420)
(3,314)
(28,495)
(48,630)
1,365
18,254
(6,032)
(6,287)
(4,382)
(27,130)
(28,854)
(821)
(786)
(664)
(576)
(506)
(5,197)
(8,550)
(235)
(232)
(229)
(836)
(1,970)
17,216
(7,053)
(7,183)
(5,187)
(4,004)
(33,163)
(39,374)
The following table sets forth financial assets and liabilities related to operating activities as of December 31, 2023, 2022 and 2021 (see Note 14 of the Notes to the Consolidated Financial Statements).
including derivative financial instruments related to commodity contracts (liabilities)
(7,650)
(18,774)
(16,166)
including derivative financial instruments related to commodity contracts (assets)
7,012
20,220
22,412
(22,878)
(23,865)
(12,595)
These financial assets and liabilities mainly have a maturity date below one year.
Credit risk
Credit risk is defined as the risk of the counterparty to a contract failing to perform or pay the amounts due.
TotalEnergies is exposed to credit risks in its operating and financing activities. TotalEnergies’ maximum exposure to credit risk is partially related to financial assets recorded on its balance sheet, including energy derivative instruments that have a positive market value.
F-82
The following table presents TotalEnergies’ maximum credit risk exposure:
Loans to equity affiliates (Note 8)
Loans and advances (Note 6)
Other non-current financial assets related to operational activities (Note 6)
Non-current financial assets (Note 15.1)
Accounts receivable (Note 5)
Other operating receivables (Note 5)
Current financial assets (Note 15.1)
Cash and cash equivalents (Note 15.1)
83,182
102,990
94,548
The valuation allowance on accounts receivable, other operating receivables and on loans and advances is detailed in Notes 5 and 6 to the Consolidated Financial Statements.
As part of its credit risk management related to operating and financing activities, TotalEnergies has developed margining agreements with certain counterparties. As of December 31, 2023, the net margin call paid amounted to $2,435 million (against $2,857 million paid as of December 31, 2022 and $7,299 million paid as of December 31, 2021).
TotalEnergies has established a number of programs for the sale of receivables, without recourse, with various banks, primarily to reduce its exposure to such receivables. As a result of these programs TotalEnergies retains no risk of payment default after the sale, but may continue to service the customer accounts as part of a service arrangement on behalf of the buyer and is required to pay to the buyer payments it receives from the customers relating to the receivables sold. As of December 31, 2023, the net value of receivables sold amounted to $7,700 million. TotalEnergies has substantially transferred all the risks and rewards related to receivables. No financial asset or liability remains recognized in the consolidated balance sheet after the date of sale.
Furthermore, in 2023, TotalEnergies conducted several operations of reverse factoring. The value of factored payables outstanding at year-end is $495 million.
Credit risk is managed by TotalEnergies’ business segments as follows:
- Exploration & Production segment
Risks arising under contracts with government authorities or other oil companies or under long-term supply contracts necessary for the development of projects are evaluated during the project approval process. The long-term aspect of these contracts and the high-quality of the other parties lead to a low level of credit risk.
Risks related to commercial operations, other than those described above (which are, in practice, directly monitored by subsidiaries), are subject to procedures for establishing credit limits and reviewing outstanding balances.
- Integrated LNG & Integrated Power segments
Gas & Power activities
Trading of gas & power activities deal with counterparties in the energy, industrial and financial sectors throughout the world. Financial institutions providing credit risk coverage are highly rated international banks and insurance groups.
Potential counterparties are subject to credit assessment and approval before concluding transactions and are thereafter subject to regular review, including re-appraisal and approval of the limits previously granted.
The creditworthiness of counterparties is assessed based on an analysis of quantitative and qualitative data regarding financial standing and business risks, together with the review of any relevant third party and market information, such as data published by rating agencies. On this basis, credit limits are defined for each potential counterparty and, where appropriate, transactions are subject to specific authorizations.
Credit exposure, which is essentially an economic exposure or an expected future physical exposure, is permanently monitored and subject to sensitivity measures.
Credit risk is mitigated by the systematic use of industry standard contractual frameworks that permit netting, enable requiring added security in case of adverse change in the counterparty risk, and allow for termination of the contract upon occurrence of certain events of default.
About the professionals and retail gas and power sales activities, credit risk management policy is adapted to the type of customer either through the use of procedures of prepayments and appropriate collection, especially for mass customers or through credit insurances and sureties/guarantees obtaining. For the Professionals segment, the segregation of duties between the commercial and financial teams allows an “a priori” control of risks.
Other activities
Internal procedures include rules on credit risk management. Procedures to monitor customer risk are defined at the local level, especially for Saft Groupe (rules for the approval of credit limits, use of guarantees, monitoring and assessment of the receivables portfolio).
F-83
Notes 15 and 16
- Refining & Chemicals segment
Credit risk is primarily related to commercial receivables. Internal procedures of Refining & Chemicals include rules for the management of credit describing the fundamentals of internal control in this domain. Each Business Unit implements the procedures of the activity for managing and provisioning credit risk according to the size of the subsidiary and the market in which it operates. The principal elements of these procedures are:
implementation of credit limits with different authorization schemes;
use of insurance policies or specific guarantees (letters of credit);
regular monitoring and assessment of overdue accounts (aging balance), including dunning procedures.
Counterparties are subject to credit assessment and approval prior to any transaction being concluded. Regular reviews are made for all active counterparties including a re-appraisal and renewing of the granted credit limits. The limits of the counterparties are assessed based on quantitative and qualitative data regarding financial standing, together with the review of any relevant third party and market information, such as that provided by rating agencies and insurance companies.
Trading & Shipping activities
Trading & Shipping deals with commercial counterparties and financial institutions located throughout the world. Counterparties to physical and derivative transactions are primarily entities involved in the oil and gas industry or in the trading of energy commodities, or financial institutions. Credit risk coverage is arranged with financial institutions, international banks and insurance groups selected in accordance with strict criteria.
The Trading & Shipping division applies a strict policy of internal delegation of authority in order to set up credit limits by country and counterparty and approval processes for specific transactions. Credit exposures contracted under these limits and approvals are monitored on a daily basis.
Potential counterparties are subject to credit assessment and approval prior to any transaction being concluded and all active counterparties are subject to regular reviews, including re-appraisal and approval of granted limits. The creditworthiness of counterparties is assessed based on an analysis of quantitative and qualitative data regarding financial standing and business risks, together with the review of any relevant third party and market information, such as ratings published by Standard & Poor’s, Moody’s Investors Service and other credit-rating agencies.
Contractual arrangements are structured so as to maximize the risk mitigation benefits of netting between transactions wherever possible and additional protective terms providing for the provision of security in the event of financial deterioration and the termination of transactions on the occurrence of defined default events are used to the greatest permitted extent.
Credit risks in excess of approved levels are secured by means of letters of credit and other guarantees, cash deposits and insurance arrangements. In respect of derivative transactions, risks are secured by margin call contracts wherever possible.
- Marketing & Services segment
Internal procedures for the Marketing & Services division include rules on credit risk that describe the basis of internal control in this domain, including the segregation of duties between commercial and financial operations.
Credit policies are defined at the local level and procedures to monitor customer risk are implemented (credit committees at the subsidiary level, the creation of credit limits for corporate customers, etc.). Each entity also implements monitoring of its outstanding receivables. Risks related to credit may be mitigated or limited by subscription of credit insurance and/or requiring security or guarantees.
Note 16 Financial instruments related to commodity contracts
16.1 FINANCIAL INSTRUMENTS RELATED TO COMMODITY CONTRACTS
Financial instruments related to commodity contracts, including crude oil, petroleum products, gas, and power purchase/sales contracts within the trading activities, together with the commodity contract derivative instruments and freight rate swaps, are used to adjust TotalEnergies’ exposure to price fluctuations within global trading limits. According to the industry practice, these instruments are considered as held for trading. Changes in fair value are recorded in the income statement. The fair value of these instruments is recorded in “Other current assets” or “Other creditors and accrued liabilities” depending on whether they are assets or liabilities.
The valuation methodology is to mark-to-market all open positions for both physical and paper transactions. The valuations are determined on a daily basis using observable market data based on organized and over the counter (OTC) markets. In specific cases when market data is not directly available, the valuations are derived from observable data such as arbitrages, freight or spreads and market corroboration. For valuation of risks which are the result of a calculation, such as options for example, commonly known models are used to compute the fair value.
Note 16
Net balance
Amounts
sheet value
before offsetting
offset
presented
amounts not
Net carrying
liabilities
assets(c)
liabilities(c)
value(b)
(125)
Forwards(a)
5,875
(6,369)
(253)
5,622
(494)
Options
Futures
Other/Collateral
Total Gas & Power
6,533
(6,494)
(280)
6,253
(6,214)
Crude oil, petroleum products and freight rates activities
Petroleum products, crude oil and freight rate swaps
(1,348)
642
(1,335)
(693)
Options on futures
287
209
Total crude oil, petroleum products and freight rates
1,032
(1,709)
759
(1,436)
(677)
(8,203)
(553)
Total of fair value non recognized in the balance sheet
Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown.
When the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid in the balance sheet, this fair value is set to zero.
Amounts offset in accordance with IAS 32.
1,268
819
18,014
(18,638)
(1,994)
1,994
16,020
(16,644)
(624)
2,143
2,142
(406)
21,438
(19,091)
(2,013)
2,013
19,425
(17,078)
1,941
(1,489)
624
(1,482)
(858)
76
(227)
942
(147)
795
(1,696)
(901)
22,380
(20,934)
(2,160)
2,160
1,040
(350)
21,752
(16,954)
(2,120)
2,120
19,632
(14,834)
4,798
1,950
(60)
1,890
183
235
(247)
382
24,215
(17,832)
(2,341)
2,341
21,874
(15,491)
6,765
(166)
166
(123)
411
(444)
(88)
88
(236)
910
(1,047)
25,125
(18,879)
(2,713)
2,713
726
6,972
F-85
Commitments on crude oil and refined products have, for the most part, a short-term maturity (less than one year).
The changes in fair value of financial instruments related to commodity contracts are detailed as follows:
Impact on
Settled
Fair value as of
as of January 1,
contracts
2,347
(5,792)
3,681
6,383
11,406
(15,628)
(1,928)
6,817
1,408
11,033
(10,812)
(137)
5,891
(6,655)
3,950
(3,777)
The fair value hierarchy for financial instruments related to commodity contracts is as follows:
Quoted prices
in active markets for
identical
observable data
assets (level 1)
data (level 3)
1,054
1,677
(750)
1,127
927
(638)
1,034
1,678
(365)
(999)
679
(3,563)
6,230
3,850
(3,834)
6,246
Financial instruments classified as level 3 are mainly composed of long-term liquefied natural gas purchase and sale contracts which relate to the trading activity.
The management of positions is carried out on the basis of a net value of LNG purchase and sale commitments; the valuation of contracts is based on observable market data, such as commodity forward prices, but it also takes into account unobservable data on contract performance (assumptions on the variable terms of the contracts, on the availability of infrastructures, on the performance of counterparties).
The valuation of LNG contracts is sensitive to changes in oil and natural gas prices on North American, Asian and European markets, as well as to these assumptions on contract performance.
TotalEnergies’ management horizon is 12 months in 2023 (as in 2022 and 2021), and includes the full annual delivery program of LNG cargoes for the following year.
The analysis of the fair value of the LNG portfolio over the period beyond 12 months carried out by the Company, allows to verify that there is no material asset or liability to be recognized in its accounts for that period. This analysis, which takes into account the specific characteristics of LNG contracts and of the gas market, including its liquidity, incorporates valuation parameters that are unobservable over this period, in particular Company internal assumptions on the long-term evolution of hydrocarbon prices, the execution of contracts and the performance of counterparties, the renegotiation of price terms in contracts or the exercise of their contractual flexibilities.
The description of each fair value level is presented in Note 15 to the Consolidated Financial Statements.
F-86
Notes 16 and 17
Cash Flow hedge
The impact on the income statement and other comprehensive income of the hedging instruments related to commodity contracts and qualified as cash flow hedges is detailed as follows:
As of December 31
2,770
(5,524)
445
1,317
These financial instruments are mainly European gas, power and CO2 emission rights derivatives.
As of December 31, 2023, the ineffective portion of these financial instruments is $124 million (in 2022 the ineffective portion of the financial instruments was $132 million and nil in 2021).
16.2 Oil, Gas and Power markets related risks management
Due to the nature of its business, TotalEnergies has significant oil and gas trading activities as part of its day-to-day operations in order to optimize revenues from its oil and gas production and to obtain favorable pricing to supply its refineries.
In its international oil trading business, TotalEnergies usually follows a policy of not selling its future production. However, in connection with this trading business, TotalEnergies, like most other oil companies, uses energy derivative instruments to adjust its exposure to price fluctuations of crude oil, refined products, natural gas, and power. TotalEnergies also uses freight rate derivative contracts in its shipping business to adjust its exposure to freight-rate fluctuations. To hedge against this risk, TotalEnergies uses various instruments such as futures, forwards, swaps and options on organized markets or over-the-counter markets. The list of the different derivatives held by TotalEnergies in these markets is detailed in Note 16.1 to the Consolidated Financial Statements.
As part of its gas and power trading activity, TotalEnergies also uses derivative instruments such as futures, forwards, swaps and options in both organized and over-the-counter markets. In general, the transactions are settled at maturity date through physical delivery. TotalEnergies measures its market risk exposure, i.e. potential loss in fair values, on its trading business using a “value-at-risk” technique. This technique is based on a historical model and makes an assessment of the market risk arising from possible future changes in market values over a one-day period. The calculation of the range of potential changes in fair values takes into account a snapshot of the end-of-day exposures and the set of historical price movements for the past two years for all instruments and maturities in the global trading business.
Gas & Power division trading: “value-at-risk” with a 97.5% probability
High
Low
Average
Year end
The Trading & Shipping division measures its market risk exposure, i.e. potential loss in fair values, on its crude oil, refined products and freight rates trading activities using a “value-at-risk” technique. This technique is based on a historical model and makes an assessment of the market risk arising from possible future changes in market values over a 24-hour period. The calculation of the range of potential changes in fair values is based on the end-of-day exposures and historical price movements of the last 400 business days for all traded instruments and maturities. Options are systematically re-evaluated using appropriate models.
The “value-at-risk” represents the most unfavorable movement in fair value obtained with a 97.5% confidence level. This means that TotalEnergies’ portfolio result is likely to exceed the value-at-risk loss measure once over 40 business days if the portfolio exposures were left unchanged.
Trading & Shipping: “value-at-risk with” a 97.5% probability
TotalEnergies has implemented strict policies and procedures to manage and monitor these market risks. These are based on the separation of control and front-office functions and on an integrated information system that enables real-time monitoring of trading activities.
Limits on trading positions are approved by TotalEnergies’ Executive Committee and are monitored daily. To increase flexibility and encourage liquidity, hedging operations are performed with numerous independent operators, including other oil companies, major energy producers or consumers and financial institutions. TotalEnergies has established counterparty limits and monitors outstanding amounts with each counterparty on an ongoing basis.
Note 17 Post closing events
The transactions related to the service station networks of TotalEnergies in the Netherlands, Belgium, and Luxembourg were finalized in January 2024 for 1.4 billion dollars. (see Note 2.3 “Divestment projects”)
In February 2024, TotalEnergies and his partner SOCAR have completed the transaction to sell 15% interest each in the Absheron gas field to ADNOC. After this transaction, TotalEnergies owns a 35% interest in Absheron gas field alongside SOCAR (35%) and ADNOC (30%) (see Note 2.3 “Divestment projects”).
There are no other post closing events.
Note 18
Note 18 Consolidation scope
As of December 31, 2023, 1,367 entities are consolidated of which 192 are accounted for under the equity method (E).
The table below presents a comprehensive list of the consolidated entities:
Business
% Company
Country of
segment
Statutory corporate name
interest
Method
incorporation
Country of operations
Abu Dhabi Gas Industries Limited
15.00
E
United Arab Emirates
Angola LNG Supply Services, LLC
13.60
United States
Bonny Gas Transport Limited
Bermuda
Nigeria
Brass Holdings B.V.
100.00
Netherlands
Brass LNG Limited
20.48
Congo Forest Company (CFC)
Congo
Dolphin Energy Limited
24.50
E.F. Oil And Gas Limited
United Kingdom
East African Crude Oil Pipeline (EACOP) Ltd
62.00
Uganda
Elf E&P
Elf Exploration UK Limited
Elf Petroleum Iran
Iran
Elf Petroleum UK Limited
Gas Investment and Services Company Limited
10.00
Oman
Global Forestry Development (GFD)
49.00
Belgium
Luna Carbon Storage ANS
40.00
Norway
Mabruk Oil Operations
49.02
Libya
Norpipe Oil AS
34.93
Norpipe Petroleum UK Limited
45.22
Norpipe Terminal Holdco Limited
Norsea Pipeline Limited
North Oil Company
30.00
Northern Lights JV DA
33.33
Pars LNG Limited
Private Oil Holdings Oman Limited
Stogg Eagle Funding B.V.
TOQAP Guyana B.V.
60.00
Guyana
Total Austral
Argentina
Total E&P Al Shaheen A/S
Denmark
Total E&P Angola Block 15/06
Angola
Total E&P Angola Block 16
Total E&P Angola Block 16 Holdings
Total E&P Angola Block 33
Total E&P Angola Block 39
Total E&P Chine
China
Total E&P Chissonga
Total E&P East El Burullus Offshore B.V.
Egypt
Total E&P Egypt Block 2 B.V.
Total E&P Egypt Offshore Western Desert B.V.
Total E&P Egypte
Total E&P Guyane Francaise
Total E&P Jutland Denmark B.V.
Total E&P Kurdistan Region of Iraq (Harir) B.V.
Iraq
Total E&P Kurdistan Region of Iraq (Safen) B.V.
Total E&P Kurdistan Region of Iraq (Taza) B.V.
Total E&P Kurdistan Region of Iraq B.V.
Total E&P M2 Holdings Limited
South Africa
Total E&P Myanmar
Myanmar
Total E&P Participations Petrolieres Congo
Total E&P Philippines B.V.
Philippines
Total E&P Services China Company Limited
Total E&P South Pars
Total E&P South Sudan
South Sudan
Total E&P Syrie
Syria
Total E&P Tajikistan B.V.
Tajikistan
Total Oil and Gas South America
Total Pars LNG
Total South Pars
TotalEnergies Anchor USA LLC
TotalEnergies BTC B.V.
Azerbaijan
TotalEnergies Carbon Solutions
TotalEnergies CCS UK Ltd
TotalEnergies Denmark ASW
TotalEnergies Denmark ASW Pipeline ApS
TotalEnergies E&P Algerie
Algeria
TotalEnergies E&P Algerie Berkine A/S
TotalEnergies E&P Americas LLC
TotalEnergies E&P Colombie
Colombia
TotalEnergies E&P New Ventures Inc.
TotalEnergies E&P North Sea UK Ltd
TotalEnergies E&P Research & Technology USA LLC
TotalEnergies E&P UK Ltd
TotalEnergies E&P USA Inc.
TotalEnergies E&P USA Oil Shale LLC
TotalEnergies E&P USA Well Containment LLC
TotalEnergies East Africa Midstream B.V.
TotalEnergies EP (Brunei) B.V.
Brunei
TotalEnergies EP Absheron B.V.
TotalEnergies EP Abu Al Bu Khoosh
TotalEnergies EP Angola
TotalEnergies EP Angola Block 17.06
TotalEnergies EP Angola Block 20
TotalEnergies EP Angola Block 25
TotalEnergies EP Angola Block 29
TotalEnergies EP Angola Block 32
TotalEnergies EP Angola Block 40
TotalEnergies EP Angola Block 48 B.V.
TotalEnergies EP Asia Pacific Pte. Ltd
Singapore
TotalEnergies EP Azerbaijan B.V.
TotalEnergies EP Block 9
Lebanon
TotalEnergies EP Bolivie
Bolivia
TotalEnergies EP Brasil Ltda
Brazil
TotalEnergies EP Bulgaria B.V.
Bulgaria
TotalEnergies EP Cambodge
Cambodia
TotalEnergies EP Company UK Ltd
TotalEnergies EP Congo
85.00
TotalEnergies EP Cyprus B.V.
Cyprus
TotalEnergies EP Danmark A/S
TotalEnergies EP Danmark A/S - CPH
TotalEnergies EP Dolphin Holdings
TotalEnergies EP Dolphin Midstream
TotalEnergies EP Dolphin Upstream
TotalEnergies EP France
TotalEnergies EP Gabon
58.28
Gabon
TotalEnergies EP Gass Handel Norge AS
TotalEnergies EP Gastransport Nederland B.V.
TotalEnergies EP Golfe
TotalEnergies EP Greece B.V.
Greece
TotalEnergies EP Guyana B.V.
TotalEnergies EP Holding UAE B.V.
TotalEnergies EP Holdings Russia
TotalEnergies EP International K1 Ltd
Kenya
TotalEnergies EP International K2 Ltd
TotalEnergies EP International K3 Ltd
TotalEnergies EP International Ltd
TotalEnergies EP Iran B.V.
TotalEnergies EP Iraq
TotalEnergies EP Italia S.p.A.
Italy
TotalEnergies EP Kazakhstan
TotalEnergies EP Kenya B.V.
TotalEnergies EP Liban S.A.L.
TotalEnergies EP Libye
TotalEnergies EP Lower Zakum B.V.
TotalEnergies EP Malaysia
Malaysia
TotalEnergies EP Mauritania Block C18 B.V.
Mauritania
TotalEnergies EP Mauritania Block C9 B.V.
TotalEnergies EP Mauritania Blocks DW B.V.
TotalEnergies EP Mauritanie
TotalEnergies EP M’Bridge B.V.
TotalEnergies EP Mexico S.A. de C.V.
Mexico
TotalEnergies EP Namibia B.V.
Namibia
TotalEnergies EP Nederland B.V.
TotalEnergies EP Nigeria Deepwater A Ltd
TotalEnergies EP Nigeria Deepwater B Ltd
TotalEnergies EP Nigeria Deepwater C Ltd
TotalEnergies EP Nigeria Deepwater D Ltd
TotalEnergies EP Nigeria Deepwater E Ltd
TotalEnergies EP Nigeria Deepwater F Ltd
TotalEnergies EP Nigeria Deepwater G Ltd
TotalEnergies EP Nigeria Deepwater H Ltd
TotalEnergies EP Nigeria Ltd
TotalEnergies EP Nigeria S.A.S.
TotalEnergies EP Norge AS
TotalEnergies EP Oman Block 11 B.V.
TotalEnergies EP Oman S.A.S.
TotalEnergies EP Petroleum Angola
TotalEnergies EP Pipelines Danmark A/S
TotalEnergies EP Profils Petroliers
TotalEnergies EP Qatar
TotalEnergies EP Qatar 2
TotalEnergies EP Ratawi Hub
TotalEnergies EP Russie
TotalEnergies EP Sao Tome and Principe B.V.
TotalEnergies EP Sebuku
Indonesia
TotalEnergies EP Senegal
Senegal
TotalEnergies EP Services Brazil B.V.
TotalEnergies EP South Africa B.V.
TotalEnergies EP South Africa Block 567 (Pty) Ltd
F-89
TotalEnergies EP Suriname B.V.
Suriname
TotalEnergies EP Thailand
Thailand
TotalEnergies EP UAE Unconventional Gas B.V.
TotalEnergies EP Uganda S.A.S.
TotalEnergies EP Umm Lulu SARB
TotalEnergies EP Umm Shaif Nasr B.V.
TotalEnergies EP Venezuela B.V.
Venezuela
TotalEnergies EP Vostok LLC
TotalEnergies EP Waha
TotalEnergies EP Well Response
TotalEnergies EP Yemen
Yemen
TotalEnergies EP Yemen Block 3 B.V.
TotalEnergies Holdings EACOP S.A.S.
TotalEnergies Holdings International B.V.
TotalEnergies Holdings Nederland B.V.
TotalEnergies Jack USA LLC
TotalEnergies LNG Supply Services USA
TotalEnergies Nature Based Solutions
TotalEnergies Nature Based Solutions II
TotalEnergies Nederland Facilities Management B.V.
TotalEnergies Offshore GB Ltd
TotalEnergies Offshore UK Ltd
TotalEnergies Petróleo & Gás Brasil Ltda
TotalEnergies Shipping Brazil B.V.
TotalEnergies Termokarstovoye S.A.S.
TotalEnergies Upstream Danmark A/S
TotalEnergies Upstream Nigeria
TotalEnergies Upstream UK Ltd
Uintah Colorado Resources II, LLC
Uintah Colorado Resources, LLC
66.67
Abu Dhabi Gas Liquefaction Company Limited
5.00
Adani Total Gas Ltd
37.40
India
Adani Total LNG Singapore Pte. Ltd
Adani Total Private Limited (d)
Angola LNG Ltd
BioBearn S.A.S.
BioDeac S.A.S.
65.00
BioGasconha S.A.S.
Biogaz Breuil
Biogaz Chatillon
Biogaz Corcelles
Biogaz Epinay
Biogaz Libron
Biogaz Milhac
Biogaz Soignolles
Biogaz Torcy
Biogaz Vert Le Grand
Biogaz Viriat
BioLoie S.A.S.
55.00
BioPommeria S.A.S.
BioQuercy S.A.S.
66.00
Bioroussillon S.A.S.
Biovilleneuvois S.A.S.
Cameron LNG Holdings LLC
16.60
Colón LNG Marketing S. de R. L.
Panama
Côte d'Ivoire GNL
34.00
Côte d'Ivoire
Del Rio Funding LLC (a)
59.55
Ductor oy
Finland
ECA LNG Holdings B.V.
Fonroche Energies Renouvelables S.A.S.
Gas Del Litoral SRLCV
25.00
Global LNG Armateur S.A.S.
Global LNG Downstream S.A.S.
Global LNG North America Corporation
Global LNG S.A.S.
Greenflex Actirent Group, S.L.
Spain
Greenflex S.A.S.
Gulf Total Tractebel Power Company PSJC
Ichthys LNG PTY Limited
26.00
Margeriaz Energie
Marsa LNG, LLC
80.00
Methanergy
Moz LNG1 Co-Financing Company
26.50
Mozambique
Moz LNG1 Financing Company Ltd
Moz LNG1 Holding Company Ltd
Mozambique LNG Marine Terminal Company S.A.
Mozambique MOF Company S.A.
National Gas Shipping Company Limited
Nigeria LNG Limited
Nyk Armateur S.A.S.
F-90
Oman LNG, LLC
5.54
Papua LNG Development Pte Ltd
Papua New Guinea
PGB Energetyka
Poland
PGB Energetyka 1
PGB Energetyka 10
PGB Energetyka 11
PGB Energetyka 12
PGB Energetyka 13
PGB Energetyka 14
PGB Energetyka 15
PGB Energetyka 16
PGB Energetyka 17
PGB Energetyka 18
PGB Energetyka 19
PGB Energetyka 2
PGB Energetyka 20
PGB Energetyka 21
PGB Energetyka 22
PGB Energetyka 23
PGB Energetyka 24
PGB Energetyka 25
PGB Energetyka 26
PGB Energetyka 27
PGB Energetyka 28
PGB Energetyka 3
PGB Energetyka 4
PGB Energetyka 5
PGB Energetyka 6
PGB Energetyka 7
PGB Energetyka 8
PGB Energetyka 9
PGB Inwestycje
PGB Serwis
Polska Grupa Biogazowa S.A.
Qatar Liquefied Gas Company Limited
Qatar Liquefied Gas Company Limited (II)
16.70
Qatar Liquified Gas Company Limited 10 (QG10) - NFS Project
Qatar Liquified Gas Company Limited 5 (QG5) - NFE Project
Rio Grande LNG Intermediate Holdings, LLC (b)
20.31
South Hook LNG Terminal Company Limited
8.35
Total E&P Indonesie
Total Energies Biogaz France
Total Eren H2
Total Shenergy LNG (Shanghai) Co., Ltd.
TotalEnergies Australia Unit Trust (c)
0.00
TotalEnergies Biogas Holdings USA, LLC
TotalEnergies CCS Australia Pty Ltd
TotalEnergies E&P Yamal
TotalEnergies EP Angola Developpement Gaz
TotalEnergies EP Australia
TotalEnergies EP Australia II
TotalEnergies EP Australia III
TotalEnergies EP Barnett USA
TotalEnergies EP Holding Mauritius Ltd
Mauritius Island
TotalEnergies EP Holdings Australia Pty Ltd
TotalEnergies EP Ichthys Holdings
TotalEnergies EP Ichthys Pty Ltd
TotalEnergies EP Mozambique Area1, Ltda
TotalEnergies EP Oman Block 12 B.V.
TotalEnergies EP Oman Development B.V.
TotalEnergies EP PNG Ltd
TotalEnergies EP PNG2 B.V.
TotalEnergies EP Salmanov
TotalEnergies EP Singapore Pte. Ltd.
TotalEnergies EP Tengah
TotalEnergies EP Transshipment S.A.S.
TotalEnergies Exploration Australia Pty Ltd
TotalEnergies Gas & Power Asia Private Limited
TotalEnergies Gas & Power Brazil
TotalEnergies Gas & Power Holdings UK Ltd
TotalEnergies Gas & Power Ltd
TotalEnergies Gas & Power Ltd, London, Meyrin - Geneva branch
Switzerland
TotalEnergies Gas & Power North America, Inc.
TotalEnergies Gas & Power Services UK Ltd
TotalEnergies Gas Holdings Andes
TotalEnergies Gas Pipeline USA, Inc.
TotalEnergies Gas y Electricidad Argentina S.A.
TotalEnergies Gaz & Electricite Holdings
TotalEnergies GLNG Australia
TotalEnergies GLNG Holdings Australia S.A.S.
TotalEnergies LNG Angola
F-91
TotalEnergies LNG services France
TotalEnergies Sviluppo Italia S.R.L.
TotalEnergies USA International LLC
TotalEnergies Ventures Emerging Markets
TotalEnergies Ventures Europe
TotalEnergies Ventures International
TotalEnergies Yemen LNG Company Ltd
Transportadora de Gas del Mercosur S.A.
32.68
20.02
Yemen LNG Company Limited
39.62
Abarloar Solar S.L.U.
Abeto Solar, S.L.
Access Building Egypt Solar One
Access Egypt Solar One
Adani Green Energy Ltd
19.75
Adani Green Energy Twenty Three Limited
Adani Renewable Energy Holding Nine Limited
Advanced Thermal Batteries Inc.
Aerospatiale Batteries (ASB)
Aerowatt Energies
Aerowatt Energies 2
51.00
Al Kharsaa Solar Holdings B.V.
Alamo Solarbay S.L.U.
Alberche Conex, S.L.
Alcad AB
Sweden
Alicante
Alicante 2
Altergie Territoires 2
44.58
Altergie Territoires 3
Amber Solar Power Cinco, S.L.
Amber Solar Power Cuatro, S.L.
Amber Solar Power Dieciseis, S.L.
Amber Solar Power Diez, S.L.
Amber Solar Power Nueve, S.L.
Amber Solar Power Quince, S.L.
Amber Solar Power Tres, S.L.
Amber Solar Power Uno, S.L.
Amura Solar, S.L.U.
Anayet Solar, S.L.U.
Anclote Solar, S.L.U.
Ancora Solar, S.L.U.
Andromeda Solarbay HP S.L.
Anemopetra
Arbotante Solar, S.L.U.
Armada Solar, S.L.U.
Atolón Solar, S.L.U.
Attentive Energy, LLC
56.00
Auriga Generacion S.L.
Automotive Cells Company, S.E.
Avenir Solaire Portfolio
Baker Creek Solar, LLC
Ballupur Solar Power Projects Private Ltd
Baser Comercializadora de Referencia
Bidasoa Conex, S.L.
BJL11
90.00
BJL4
Brazoria Solar I, LLC
Brazoria Solar II, LLC
Brur LP
44.64
Israel
Budeshte Agro
Caramulo SE
Portugal
Castellaneta
Castille
CDV Holding S.A.
Cefeo Solar S.L.
Centaurus Environment S.L.U.
Centrale Eolienne De La Vallee Gentillesse
74.80
Centrale Hydrolique Alas
Centrale Hydrolique Ardon
Centrale Hydrolique Arvan
Centrale Hydrolique Barbaira
Centrale Hydrolique Bonnant
Centrale Hydrolique Gavet
Centrale Hydrolique Miage
Centrale Hydrolique Previnquieres
Centrale Photovoltaique De Merle Sud
40.58
Centrale Solaire 2
Centrale Solaire 21.09-3
Centrale Solaire 21.09-4
F-92
Centrale Solaire APV R&D
Centrale Solaire Autoprod
Centrale Solaire Bayet
Centrale Solaire Beauce Val de Loire
Centrale Solaire CET La Babiniere
Centrale Solaire Chemin De Melette
Centrale Solaire De Cazedarnes
75.00
Centrale Solaire de La Bezassade
Centrale Solaire Dom
Centrale Solaire Du Centre Ouest
Centrale Solaire Du Lavoir
Centrale Solaire Estarac
35.00
Centrale Solaire Golbey
51.05
Centrale Solaire Guinots
Centrale Solaire Heliovale
59.63
Centrale Solaire La Castello
Centrale Solaire La Potence
Centrale Solaire La Roquette
Centrale Solaire La Tastere
Centrale Solaire Lacoste
Centrale Solaire Le Carteyrou
Centrale Solaire Le Trabet
Centrale Solaire Les Cordeliers
83.98
Centrale Solaire Les Cordeliers 2
Centrale Solaire Lodes
Centrale Solaire Lot 1
Centrale Solaire Macouria
Centrale Solaire Mazeran Lr
Centrale Solaire Merle Sud 2
Centrale Solaire Moussoulens
Centrale Solaire Olinoca
Centrale Solaire Ombrieres Cap Agathois
Centrale Solaire Ombrieres De Blyes
Centrale Solaire Plateau De Pouls
Centrale Solaire Pouy Negue
Centrale Solaire Pouy Negue 2
Centrale Solaire RENFR 331
Centrale Solaire RENFR 397
Centrale Solaire RENFR 628
Centrale Solaire Solarshare Bordeaux
Centrale Solaire SRG Energy
Centrale Solaire Terre du Roi
Centrale Solaire Toiture Josse
Centrale Solaire Touzery
Centrale Solaire TQ 3
Centrale Solaire TQ 5
Centrale Solaire Vauvoix
Cerezo Solar, S.L.U.
Chudiala Solar Power Projects Private Ltd
Cidra Solar, S.L.U.
Circinus Energy S.L.
Clean Energy
Clean Energy 1
Clinton Solar, LLC
Columba Renovables S.L.U.
Comanche Solar, LLC
Core Energy Development, LLC
Core Fund 1, LLC
Core Solar Capital, LLC
Core Solar Data, LLC
Core Solar Development, LLC
Core Solar DG, LLC
Core Solar Holdings I, LLC
Core Solar Land Holdings I, LLC
Core Solar SPV X, LLC
Core Solar SPV XV, LLC
Core Solar SPV XXIV, LLC
Core Solar, LLC
Cottonwood Bayou Solar, LLC
Cottonwood Bayou Storage, LLC
Cowtown Solar, LLC
Crc Kern Front Tugboat, LLC
CS Carrefour de l’Europe
CS QUADRAO 2
Cygnus Environment S.L.
Danish Fields Solar, LLC
Danish Fields Storage, LLC
Dracena I
Dracena II
Dracena IV
Driza Solar, S.L.
Dubovo
Eclipse Solar SPA
Chile
Ecosol
F-93
Edelweis Solar, S.L.U.
Eden Mumbai Solar Private Ltd
Eden Renewable Cite Private Ltd
Eden Renewable Ranji Private Ltd
Eden Solar Energy Gurgaon Private Ltd
Eden Solar Rajdhani Private Ltd
Elliniki Aioliki Energeiaki EAE
86.00
EMV
ENEOS TotalEnergies Renewables Solar Development Japan G.K.
Japan
Energeiaki Ptoon
Energia SI
Energie Developpement
Eneryo S.A.S.
Enwind
98.00
Eole Boin
Eole Champagne Conlinoise
Eole Dadoud
Eole Fonds Caraibes
Eole Grand Maison
Eole La Montagne
87.60
Eole La Perriere S.A.R.L.
Eole Morne Carriere
Eole Yate
Eólica da Boneca
33.00
Eolmed
Eren Development Asia
Eren Dracena
Eren Grece
Luxembourg
Eren India
Eren Maral
Eren Re Participacoes
99.81
Eren Terra Santa
94.22
Essakane Solar S.A.S.
Burkina Faso
Etoile
E - Vento Cirò
Evergreen Solar, LLC
Falla Solar, S.L.U.
Fast Jung KB
Fleming Solar, LLC
Fluxsol
Fotovoras
FPV Blanchard
Frieman & Wolf Batterietechnick GmbH
Germany
G Sol do Alentejo
G Sol do Alentejo2
G.K. Succeed Tsu Haze
45.00
G.P.E
Galibier
Gallocanta, S.L.
Gardunha SE
Garonne-et-Canal Energies
Generg International
Generg Novos Desenvolvimentos
Generg Portfolio
Generg Servicos de Engenharia e Gestão
Generg Ventos da Gardunha
Generg Ventos de Proenca - a - Nova
Generg Ventos de Trancoso
Generg Ventos do Caramulo
Genergreen
GIP III Zephyr Holdings, LLC
Glaciere De Palisse
Global Energy
Global Solar Services
Go Electric
Golden Triangle Solar, LLC
Goleta Solar, S.L.
Goodfellow Solar III, LLC
Goritsa Aiolos
Gray Whale Offshore Wind Power No.1 Co., Ltd
42.50
South Korea
Gray Whale Offshore Wind Power No.2 Co., Ltd
Gray Whale Offshore Wind Power No.3 Co. Ltd
Greenwind S.A.
Grillete Solar, S.L.U.
GT R4 Holding Limited
GV Beira Baixa
GV Pinhal
GV Seixo
GV Sines
GV Viana
Haiding one international investment co Ltd
TaIwan
Haiding three international investment co Ltd
Haiding two international investment co Ltd
F-94
Hanwha Total Solar II, LLC
Hanwha Total Solar, LLC
Helio 100 Kw
Helio 971
Helio 974 Sol 1
Helio 974 Toiture 2
Helio Fonds Caraibes
Helio L’R
Helio Prony Resources New Caledonia
New Caledonia
Helio Saint Benoit
Helio Wabealo
Helix Project V, LLC
HETTY
HFV Montenero
HFV Salentina
Hid. Grela
Hid. Manteigas
Hid. Monte
Hidrinveste
Hill Solar I, LLC
Hill Solar II, LLC
HT Solar Holdings II, LLC
HTS Holdings LLC
Hydro 974
Hydro Tinee
Hydromons
Inov
Ise Total Nanao Power Plant G.K.
Jingdan New Energy investment (Shanghai) Co. Ltd
Jmcp
50.05
Keith Solar I, LLC
Kidds Store
Komundo Offshore Wind Power Co., Ltd
KSF Holding Nominees
57.50
KSF Holding Trust
KSF Project Nominees Pty Ltd
KSF Project Trust
KSF Syncon Trust
LA Basin Solar I, LLC
La Compagnie Electrique de Bretagne
La Metairie Neuve
La Seauve
Lanuza Solar, S.L.U.
Lauderdale Solar, LLC
Laurens Solar I, LLC
Le Bois Joli
Lemoore Stratford Land Holdings IV, LLC
Les ailes de Taillard
Les vents de la Moivre 1
Les Vents de la Moivre 2
Les Vents de la Moivre 3
Les Vents de la Moivre 4
Les Vents de la Moivre 5
Leuret
Lithos Aiolos
Lorca
Lorrain
Luce Solar SPA
Luminora Solar 5
Luminora Solar cuatro, S.L.
Luminora Solar Dos, S.L.
Luminora Solar Tres, S.L.
Maenggoldo Offshore Wind Power Co., Ltd
Malaspina
Maral I
Maral II
Martianez Solar, S.L.U.
Marysville Unified School District Solar, LLC
Mastil Solar, S.L.
Mauricio Solar, S.L.U.
Maxeon Solar Technologies, Pte. Ltd
16.41
Meco 8
Medha Energy Private Ltd
Megavento
Merysol
Mishmar LP
Missiles & Space Batteries Limited
Miyagi Osato Solar Park G.K.
Miyako Kuzakai Solarpark G.K.
MKAT
Morena Solar, S.L.
Mulilo Prieska PV (RF) Proprietary Limited
27.00
Mustang Creek Solar, LLC
F-95
Myrtle Solar TE HoldCo
Myrtle Solar, LLC
Myrtle Storage, LLC
Nevada Joint Union High School District Solar, LLC
New Green Energy Services
Nomad Solar
Nouvelle Centrale Eolienne de Lastours
NovEnergia Bulgaria Services
NovEnergia Holding Company
NovEnergia Holding Italia
NovEnergia II Bulgaria
NovEnergia Italia
NovEnergia Poland
NovEnergia Poland Services
Nuza Solar, S.L.U.
Ophelia Solar, LLC
Parc Eolien de Cassini
Parc Eolien Du Coupru
Parc Eolien Du Vilpion
Parc Photovoltaique de Puyloubier
Parque Fotovoltaico Alicahue Solar SPA
Parque Fotovoltaico Santa Adriana Solar SPA
PE La Guardia
Piedra Solar, LLC
Pigeon Run Solar, LLC
Pilastra Solar, S.L.U.
Pinhal Interior SE
Planta solar OPDE Andalucía 3, S.L.U.
Pontenure
Portalon Solar, S.L.U.
Pos Production Ii
Pos Production Iii
70.00
Pos Production Iv
Pos Production V
Poste HTB du Mont de L’Arbre
Postigo Solar, S.L.U.
Postor Solar S.L.
PT TATS Indonesia
Quadrica
Quilla Solar, S.L.U.
Rabiza Solar, S.L.U.
Randolph Solar I, LLC
Rececho Solar, S.L.
Recova Solar, S.L.U.
Regata Solar, S.L.U.
Renoptipower
75.25
Rhea
Risen Bangladesh
Bangladesh
Risen Energy Battambang
RLA Solar SPA
Rolling Plains Solar, LLC
Rönesans Enerji Üretim ve Ticaret Anonim Șirketi
Turkey
S.E.R.E.
Saft (Zhuhai FTZ) Batteries Company Limited
Saft (Zhuhai) Energy Storage Co
Saft AB
Saft America Inc.
Saft AS
Saft Australia PTY Limited
Saft Batterias SL
Saft Batterie Italia S.R.L.
Saft Batterien GmbH
Saft Batteries Pte Limited
Saft Batteries PTY Limited
Saft Batterijen B.V.
Saft Do Brasil Ltda
Saft EV S.A.S.
Saft Ferak AS
Czech Republic
Saft Groupe S.A.S.
Saft Hong Kong Limited
Hong Kong
Saft India Private Limited
Saft Japan KK
Saft Limited
Saft LLC
Saft Nife ME Limited
Saft S.A.S.
Sanabria Solar, S.L.
Sanders Creek Solar, LLC
Seagreen HoldCo 1 Limited
SEC
Shakumbhari Solar Power Projects Private Ltd
Shams Power Company PJSC
SIIF EDF EN
51.02
Societe Champenoise d’Energie
16.00
F-96
Societe d’Exploitation du Soleil du Haut - Deffens
Societe Economie Mixte Production Energetique Renouvelable
35.92
Sol Holding, LLC
Solaire Habitat Social
Solar Barocco
Solar Carport NJ, LLC
Solar Energies
Solar Life Energy
Solar Star Academia 1, LLC
Solar Star Addison North, LLC
Solar Star Alleghany South, LLC
Solar Star Always Low Prices Hi, LLC
Solar Star Arizona HMR-1, LLC
Solar Star Baltimore Carney, LLC
Solar Star Baltimore Roofs, LLC
Solar Star Bay City 2, LLC
Solar Star Big Apple BTM, LLC
Solar Star Big Apple CDG, LLC
Solar Star Big Apple CDGB,LLC
Solar Star Blakeslee 2, LLC
Solar Star Buchanan 1, LLC
Solar Star Buchanan 2, LLC
Solar Star California LXXV, LLC
Solar Star California LXXVI, LLC
Solar Star California LXXVIII, LLC
Solar Star California XXXV, LLC
Solar Star California XXXVI, LLC
Solar Star California XXXVIII, LLC
Solar Star Cambridge 1, LLC
Solar Star Cantil 1, LLC
Solar Star Carbondale 1, LLC
Solar Star Carlsbad 1, LLC
Solar Star Central Light, LLC
Solar Star Charles City 1, LLC
Solar Star Charles City 2, LLC
Solar Star Charlotte 1, LLC
Solar Star Clovis Curry North, LLC
Solar Star Clovis Curry South, LLC
Solar Star Co Co 2500, LLC
Solar Star Coastal Pirate, LLC
Solar Star Colorado II, LLC
Solar Star CRC Kern Front, LLC
Solar Star CRC Mt. Poso, LLC
Solar Star CRC North Shafter, LLC
Solar Star CRC Pier A West, LLC
Solar Star CRC Yowlumne 1 North, LLC
Solar Star CRC Yowlumne 2 South, LLC
Solar Star Deer Island, LLC
Solar Star Dornsife 1, LLC
Solar Star Fort Atkinson South, LLC
Solar Star George Gift, LLC
Solar Star Gloucester 1, LLC
Solar Star Gloucester 2, LLC
Solar Star Golden Empire, LLC
Solar Star Goochland 1, LLC
Solar Star Goodwin Storage, LLC
Solar Star Halifax 1, LLC
Solar Star Harbor, LLC
Solar Star Harpst Arcata, LLC
Solar Star Hartford South, LLC
Solar Star Hawley 1, LLC
Solar Star HD Maryland, LLC
Solar Star HD New Jersey, LLC
Solar Star HD New York, LLC
Solar Star Healthy 1, LLC
Solar Star Healthy Lake, LLC
Solar Star Herald Square 1, LLC
Solar Star Hernwood, LLC
Solar Star Hubbardson South, LLC
Solar Star Irondale, LLC
Solar Star Jal, LLC
Solar Star Kennedale Storage, LLC
Solar Star Khsd, LLC
Solar Star LA County High Desert, LLC
Solar Star Lake Mills 1, LLC
Solar Star LCR Culver City, LLC
Solar Star LCR Irvine, LLC
Solar Star LCR Split 2, LLC
Solar Star Light Park, LLC
Solar Star Lincoln School, LLC
Solar Star Lompoc Diatomite 1, LLC
Solar Star Los Lunas 2 LLC
Solar Star Los Lunas, LLC
F-97
Solar Star MA - Tewksbury, LLC
Solar Star Massachusetts II, LLC
Solar Star Massachusetts III, LLC
Solar Star Maxx 1, LLC
Solar Star Mayfield 1, LLC
Solar Star Maynard 1, LLC
Solar Star Mifflinburg 1, LLC
Solar Star Millville Rohrsburg, LLC
Solar Star Millville, LLC
Solar Star Mount Crawford 1, LLC
Solar Star Mountain Post, LLC
Solar Star North Herty Storage, LLC
Solar Star Orangeville 2, LLC
Solar Star Orangeville Eagle, LLC
Solar Star Palmyra North, LLC
Solar Star Parent CRC Kern Front, LLC
Solar Star Parent CRC Mt. Poso, LLC
Solar Star Parent CRC North Shafter, LLC
Solar Star Parent CRC Pier A West, LLC
Solar Star Parent CRC Yowlumne 1 North, LLC
Solar Star Parent CRC Yowlumne 2 South, LLC
Solar Star Parkton, LLC
Solar Star Pennsauken, LLC
Solar Star Petersburg 1, LLC
Solar Star Philipsburg 1, LLC
Solar Star Pleasant Mount 1, LLC
Solar Star Pleasant Mount 2, LLC
Solar Star Prime 2, LLC
Solar Star Prime 4, LLC
Solar Star Prime SCK3, LLC
Solar Star PTC 1, LLC
Solar Star PTC 2, LLC
Solar Star Serving Science 2, LLC
Solar Star Serving Science, LLC
Solar Star South Deering, LLC
Solar Star State of CT Solar 1, LLC
Solar Star Storage Texas, LLC
Solar Star Timberville 1, LLC
Solar Star Timberville 2, LLC
Solar Star Track Southern Ave 1, LLC
Solar Star Tranquility, LLC
Solar Star Unkety Brook, LLC
Solar Star Urbana Landfill South, LLC
Solar Star Vegas I, LLC
Solar Star Virginia Holdco, LLC
Solar Star Ware 1, LLC
Solar Star Western Hills Storage, LLC
Solar Star Whitewater South, LLC
Solar Star Wholesome Portland, LLC
Solar Start Bear Creek, LLC
Solarstar Ma I, LLC
Solarstar Prime I, LLC
SolarStorage Fund A, LLC
SolarStorage Fund B, LLC
SolarStorage Fund C, LLC
SolarStorage Fund D, LLC
Solenergy
Sombrero Solar, LLC
Spinnaker Solar, S.L.U.
SPWR SS 1, LLC
Strongstown Solar, LLC
SunPower Bobcat Solar, LLC
SunPower Commercial FTB Construction, LLC
SunPower Commercial Holding Company FTB SLB Parent, LLC
SunPower Commercial Holding Company FTB SLB, LLC
SunPower Helix I, LLC
SunPower NY CDG 1, LLC
SunPower Revolver HoldCo I Parent, LLC
SunPower Revolver HoldCo I, LLC
Sunzil
Swingletree Operations, LLC
Tadiran Batteries GmbH
Tadiran Batteries Limited
Talmei Eliyahu
46.94
Terra Santa I
88.77
Terra Santa II
Tethys
Tianneng Saft Energy Joint Stock Company
Titan
TNE Holdco 1 Ltd
Total Envision Energy Services (Shanghai) CO., Ltd
Total Eren
Total Eren Australia
F-98
Total Eren Chile
Total Eren Holding
Total Eren Nov
Total Strong, LLC
Total Tractebel Emirates O&M Company
Total Tractebel Emirates Power Company
TotalEnergies - Centrale Electrique Bayet
TotalEnergies - Centrale Electrique Marchienne-au-Pont
TotalEnergies - Centrale Electrique Pont-sur-Sambre
TotalEnergies - Centrale Electrique Saint-Avold
TotalEnergies - Centrale Electrique Toul
TotalEnergies B HoldCo, LLC
TotalEnergies C HoldCo, LLC
TotalEnergies Carolina Long Bay, LLC
TotalEnergies Clientes
TotalEnergies CW I Solar, LLC
TotalEnergies DF Solar, LLC
Totalenergies Distributed Generation Assets Usa, LLC
TotalEnergies Distributed Generation Philippines Inc.
Totalenergies Distributed Generation Usa, LLC
TotalEnergies Electricidad y Gas España
TotalEnergies Electricite et Gaz France
TotalEnergies Flexible Power Solutions
TotalEnergies H Solar, LLC
TotalEnergies HI Holdco, LLC
TotalEnergies Integrated Power ESS Belgium
TotalEnergies M Solar, LLC
TotalEnergies Mercado España
TotalEnergies New Ventures USA, Inc.
TotalEnergies Offshore Wind Korea
TotalEnergies OFW US 1, LLC
TotalEnergies OFW US 4, LLC
TotalEnergies Power & Gas Belgium
TotalEnergies Power Generation France
TotalEnergies Renewables
TotalEnergies Renewables (Cambodia) Co., Ltd
TotalEnergies Renewables Asia
TotalEnergies Renewables Development Middle East
TotalEnergies Renewables Development Partnership, LLC
TotalEnergies Renewables Development Philippines Corporation
TotalEnergies Renewables DG Asia Assets PTE Ltd
TotalEnergies Renewables DG Development Asia Pte. Ltd.
TotalEnergies Renewables DG Holdings Asia PTE Ltd
TotalEnergies Renewables DG MEA - Assets 1 FZE
TotalEnergies Renewables DG MEA FZE
TotalEnergies Renewables ESS Carling
TotalEnergies Renewables ESS Flandres
TotalEnergies Renewables ESS Grandpuits
TotalEnergies Renewables Iberica, S.L.U
TotalEnergies Renewables Indian Ocean Ltd
TotalEnergies Renewables International
TotalEnergies Renewables Latin America
TotalEnergies Renewables Malaysia Sdn. Bhd.
TotalEnergies Renewables Projects Philippines Corporation
TotalEnergies Renewables Projects Singapore Pte. Ltd
TotalEnergies Renewables Projects Vietnam
Totalenergies Renewables R4 Holdco Ltd
Totalenergies Renewables Seagreen Holdco Ltd
TotalEnergies Renewables Singapore Pte. Ltd
TotalEnergies Renewables Thailand
TotalEnergies Renewables UK Limited
TotalEnergies Renewables USA, LLC
TotalEnergies Renouvelables Danemark ApS
TotalEnergies Renouvelables France
TotalEnergies Renouvelables Nogara
TotalEnergies Renouvelables Pacific
TotalEnergies Solar DG Nederland B.V.
TotalEnergies Solar France
TotalEnergies Solar Intl
TotalEnergies Solar Wind Indian Ocean Ltd
TotalEnergies Wire 3, LLC
TQN Hydro
TQN Solar
TQN Solar Nogara
TQN Wind
Trancoso SE
Trofeo Solar, S.L.U.
TSGF SpA
TSSDG India Private Limited
Tutly Solar
Uzbekistan
Valencia Solar 1, LLC
Valencia Solar 2, LLC
Valencia Solar 3, LLC
F-99
Valencia Solar 4, LLC
Valorene
Varadero Solar, S.L.
Vents d’Oc Centrale d’Energie Renouvelable 16
Vents D’Oc Centrale D’Energie Renouvelable 17
Vents D’Oc Centrale D’Energie Renouvelable 18
Vertigo
Viana Castelo SE
Vientos Los Hercules
Vientos Solutions S.L.
Wichita Data, LLC
Wichita Solar I, LLC
Winche Solar, S.L.U.
Wind 1026 GmbH
Wind 1029 GmbH
Winergy
Woodbury Solar, LLC
WP France 21
Yunlin Holding Gmbh
23.00
Yunlin Ukco Limited
29.46
Zenith Solar, LLC
operations
Appryl S.N.C
Atlantic Trading and Marketing Financial Inc.
Atlantic Trading and Marketing Inc.
Balzatex S.A.S.
Barry Controls Aerospace S.N.C.
BASF Total Petrochemicals LLC
Bay Junction Inc.
Bayport Polymers LLC
Borrachas Portalegre Ltda
BOU Verwaltungs GmbH
Buckeye Products Pileline LP
14.66
Catelsa-Caceres S.A.U.
Composite Industrie Maroc S.A.R.L.
Morocco
Composite Industrie S.A.
Cosden, LLC
COS-MAR Company
Cray Valley (Guangzhou) Chemical Company, Limited
Cray Valley Czech
Cray Valley HSC Asia Ltd
Cray Valley S.A.
CSSA - Chartering and Shipping Services S.A.
EcoMotion JV GmbH
49.90
Elf Aquitaine Fertilisants
Espa S.A.R.L.
Ethylene Est
99.98
Feluy Immobati
Fina Pipeline Co
Fina Technology, Inc.
Gasket (Suzhou) Valve Components Company, Limited
Gasket International S.R.L.
Grande Paroisse S.A.
Gulf Coast Pipeline LP
Hanwha TotalEnergies Petrochemical Co., Ltd
HBA Hutchinson Brasil Automotive Ltda
Hutchinson (UK) Limited
Hutchinson (Wuhan) Automotive Rubber Products Company Limited
Hutchinson Aeronautique & Industrie Limited
Canada
Hutchinson Aerospace & Industry Inc.
Hutchinson Aerospace GmbH
Hutchinson Antivibration Systems Inc.
Hutchinson Automotive Systems Company, Limited
Hutchinson Autopartes Mexico S.A. de C.V.
Hutchinson Borrachas de Portugal Ltda
Hutchinson Corporation
Hutchinson d.o.o Ruma
Serbia
Hutchinson Do Brasil S.A.
Hutchinson Fluid Management Systems Inc.
Hutchinson GmbH
Hutchinson Holding GmbH
Hutchinson Holdings UK Limited
Hutchinson Iberia S.A.
Hutchinson Industrial Rubber Products (Suzhou) Company, Limited
Hutchinson Industrias Del Caucho SAU
Hutchinson Industries Inc.
Hutchinson Japan Company Limited
Hutchinson Korea Limited
Hutchinson Malta Ltd
Malta
F-100
Hutchinson Maroc S.A.R.L. AU
Hutchinson Poland SP ZO.O.
Hutchinson Polymers S.N.C.
Hutchinson Porto
Hutchinson Precision Sealing Systems Inc.
Hutchinson Research & Innovation Singapore PTE. Limited
Hutchinson Rubber Products Private Limited Inde
Hutchinson S.A.
Hutchinson S.N.C.
Hutchinson S.R.L. (Italie)
Hutchinson S.R.L. (Roumanie)
Romania
Hutchinson Seal De Mexico S.A. de CV.
Hutchinson Sealing Systems Inc.
Hutchinson SRO
Hutchinson Stop - Choc GmbH & CO. KG
Hutchinson Technologies (Maanshan) Co., Ltd.
Hutchinson Technologies (Shenyang) Co., Ltd.
Hutchinson Transferencia de Fluidos S.A. de C.V.
Hutchinson Tunisie S.A.R.L.
Tunisia
Hutchinson Vietnam Company Limited
Vietnam
Iber Resinas S.L.
Industrias Tecnicas De La Espuma SL
Industrielle Desmarquoy S.N.C.
Jehier S.A.S.
99.89
Joint Precision Rubber
KTN Kunststofftechnik Nobitz GmbH
Laffan Refinery Company Limited 1
LaPorte Pipeline Company LP
19.96
LaPorte Pipeline GP LLC
Le Joint Francais S.N.C.
Legacy Site Services Funding Inc.
Legacy Site Services LLC
Les Stratifies S.A.S.
Lone Wolf Land Company
Machen Land Limited
Mide Technology Corporation
Naphtachimie
National Petroleum Refiners of South Africa (PTY) Limited
18.22
Olutex Oberlausitzer Luftfahrttextilien GmbH
Pamargan Products Limited
Paulstra S.N.C.
PFW Aerospace GmbH
PFW Havacilik Sanayi ve Dis Ticaret Limited Sirtketi
PFW Uk Machining Ltd.
Polyblend GmbH
Qatar Petrochemical Company Q.S.C. (QAPCO)
Qatofin Company Limited
49.08
Resilium
Retia
Retia USA LLC
San Jacinto Rail Limited
17.00
Saudi Aramco Total Refining & Petrochemical Company
Saoudia Arabia
Societe Bearnaise De Gestion Industrielle
Societe du Pipeline Sud-Europeen
35.14
Southeast Texas Pipelines LLC
Stillman Seal Corporation
Stop-Choc (UK) Limited
Synova
TankOpslag en PijpleidingenNet N.V.
Techlam S.A.S.
TESSAF S.A.S.
Thermal Control Systems Automotive Sasu
Total Activites Maritimes
Total Atlantic Trading Mexico SA De CV
Total Corbion PLA B.V.
Total Energy Marketing A/S
Total Petrochemicals (Shangai) Limited
TotalEnergies Belgium Services
TotalEnergies Fluids
TotalEnergies Laffan Refinery Holdco
TotalEnergies Laffan Refinery Holdco II B.V.
TotalEnergies Marketing Deutschland GmbH Refining (d)
TotalEnergies Olefins Antwerp
TotalEnergies Petrochemicals & Refining SA/NV
TotalEnergies Petrochemicals Development Feluy
TotalEnergies Petrochemicals Ecaussinnes
TotalEnergies Petrochemicals Feluy
TotalEnergies Petrochemicals France
TotalEnergies Petrochemicals Hong Kong Ltd
TotalEnergies Petrochemicals Iberica
TotalEnergies Petrochemicals UK Ltd
TotalEnergies Pipeline USA, Inc.
TotalEnergies Plastic Energy Advanced Recycling S.A.S.
TotalEnergies Polymers Antwerp
F-101
TotalEnergies Raffinage Chimie
TotalEnergies Raffinage France
TotalEnergies Raffinerie Mitteldeutschland GmbH
TotalEnergies Refinery Antwerp
TotalEnergies Refinery Port Arthur, LLC
TotalEnergies Refining & Chemicals Arabia
TotalEnergies Splitter USA, Inc.
TotalEnergies Trading Asia Pte. Ltd
TotalEnergies Trading Europe
TotalEnergies Trading Products S.A.
TotalEnergies Trading Storage S.A.
TOTSA TotalEnergies Trading S.A.
Totseanergy
Transalpes S.N.C.
67.00
Trans-Ethylene
Vibrachoc S.A.U.
Zeeland Refinery NV
Antilles Gaz
Argedis
Aristea
Arteco
49.99
AS 24
AS24 Belgie N.V.
AS24 Espanola S.A.
AS24 Fuel Cards Limited
AS24 Lithuanie
Lithunia
AS24 Polska SP ZO.O.
AS24 Tankservice GmbH
BlueCharge Pte. Ltd
19.10
Elf Oil UK Aviation Limited
Elf Oil UK Properties Limited
Fioulmarket.fr
Gapco Kenya Limited
Gapco Tanzania Limited
Tanzania
Guangzhou Elf Lubricants Company Limited
77.00
Gulf Africa Petroleum Corporation
Lubricants Vietnam Holding Limited
Quimica Vasca S.A.U.
Saudi Total Petroleum Products
Servauto Nederland B.V.
Societe d’exploitation de l’usine de Rouen
98.98
Societe mahoraise de stockage de produits petroliers
Societe Urbaine des Petroles
S-OIL TotalEnergies Lubricants Co. Ltd
South Asia LPG Private Limited
Stedis
Tas’Helat Marketing Company
TEVGO
TotaEnergies Marketing Botswana (Pty) Ltd
50.10
Botswana
Total Bitumen UK Limited
Total China Investment Company Limited
Total Energies Charging Solutions UK Ltd
Total Especialidades Argentina
Total Freeport Corporation
Total Lubricants (China) Company Limited
Total Marketing Uganda
Total Parco Pakistan Limited
Pakistan
Total Philippines Corporation
Total Tianjin Manufacturing Company Limited
TotalEnergies Additives and Fuels Solutions
TotalEnergies Aviation
TotalEnergies Aviation Suisse S.A.
TotalEnergies Aviation Zambia Ltd
Zambia
TotalEnergies Bitumen Deutschland GmbH
TotalEnergies Charging Services
TotalEnergies Charging Solutions Belgium
TotalEnergies Charging Solutions Deutschland GmbH
TotalEnergies Charging Solutions Nederland B.V.
TotalEnergies Diesel Comercio e Transportes Brasil Ltda
TotalEnergies Distribuidora Brasil LTDA
TotalEnergies Glass Lubricants Europe GmbH
TotalEnergies Holdings Deutschland GmbH
TotalEnergies LPG Vietnam Company Ltd
TotalEnergies Lubrifiants
TotalEnergies Lubrifiants Algerie SPA
78.90
TotalEnergies Lubrifiants Service Automobiles
F-102
TotalEnergies Marine Fuels Pte. Ltd
TotalEnergies Marketing & Services
TotalEnergies Marketing (Cambodia) Co. Ltd
TotalEnergies Marketing (Fiji) Pte Ltd
Fiji Islands
TotalEnergies Marketing (Hubei) Co., Ltd
TotalEnergies Marketing (Shanghai) Co., Ltd
TotalEnergies Marketing African Holdings Ltd
TotalEnergies Marketing Afrique
TotalEnergies Marketing Angola S.A.
TotalEnergies Marketing Antilles-Guyane
TotalEnergies Marketing Asia-Pacific Middle East Pte. Ltd
TotalEnergies Marketing Belgium
TotalEnergies Marketing Burkina
TotalEnergies Marketing Cameroun S.A.
67.01
Cameroon
TotalEnergies Marketing Ceská republika S.R.O.
TotalEnergies Marketing Congo
TotalEnergies Marketing Corse
TotalEnergies Marketing Côte d’Ivoire
72.99
Côte d’Ivoire
TotalEnergies Marketing Denmark A/S
TotalEnergies Marketing Dominicana, S.A.
Dominican Republic
TotalEnergies Marketing Egypt
TotalEnergies Marketing España, S.A.U.
TotalEnergies Marketing Eswatini (Pty) Ltd
Swaziland
TotalEnergies Marketing Ethiopia Share Company
Ethiopia
TotalEnergies Marketing France
TotalEnergies Marketing Gabon
TotalEnergies Marketing Ghana PLC
76.74
Ghana
TotalEnergies Marketing Guinea Ecuatorial
Equatorial Guinea
TotalEnergies Marketing Guinee
Guinea
TotalEnergies Marketing Holdings Africa
TotalEnergies Marketing Holdings Asia
TotalEnergies Marketing Holdings India
TotalEnergies Marketing India Private Ltd
TotalEnergies Marketing Italia SpA
TotalEnergies Marketing Jamaica Ltd
Jamaica
TotalEnergies Marketing Jordan
Jordan
TotalEnergies Marketing Kenya PLC
93.96
TotalEnergies Marketing Lebanon
TotalEnergies Marketing Luxembourg S.A.
TotalEnergies Marketing Madagasikara S.A.
79.44
Madagascar
TotalEnergies Marketing Malawi Ltd
Malawi
TotalEnergies Marketing Mali
Mali
TotalEnergies Marketing Maroc
TotalEnergies Marketing Mauritius Ltd
TotalEnergies Marketing Mayotte
Mayotte
TotalEnergies Marketing Mexico S.A. de C.V.
TotalEnergies Marketing Middle East FZE
TotalEnergies Marketing Mocambique S.A.
TotalEnergies Marketing Namibia (Pty) Ltd
TotalEnergies Marketing Nederland NV
TotalEnergies Marketing Nigeria PLC
61.72
TotalEnergies Marketing Pacifique
TotalEnergies Marketing Polska
TotalEnergies Marketing Polynesie
French Polynesia
TotalEnergies Marketing Puerto Rico
Puerto Rico
TotalEnergies Marketing RDC
Democratic Republic of Congo
TotalEnergies Marketing Reunion
Reunion
TotalEnergies Marketing Romania S.A.
TotalEnergies Marketing Senegal
69.14
TotalEnergies Marketing South Africa (Pty) Ltd
TotalEnergies Marketing Taiwan Ltd
63.00
TotalEnergies Marketing Tanzania Ltd
TotalEnergies Marketing Togo
76.72
Togo
TotalEnergies Marketing Tunisie
TotalEnergies Marketing UAE LLC
TotalEnergies Marketing Uganda Ltd
TotalEnergies Marketing UK Limited
TotalEnergies Marketing Ukraine
Ukraine
TotalEnergies Marketing USA Inc.
TotalEnergies Marketing Vietnam Company Ltd
TotalEnergies Marketing Zambia Ltd
TotalEnergies Marketing Zimbabwe (Private) Ltd
Zimbabwe
TotalEnergies MKG Luxembourg S.A.
TotalEnergies Proxi Nord Est
TotalEnergies Proxi Nord Ouest
TotalEnergies Proxi Sud Est
TotalEnergies Proxi Sud Ouest
TotalEnergies Retail Belgium
TotalEnergies Retail Nederland B.V.
TotalEnergies Singapore Services Pte Ltd
TotalEnergies Sinochem Retail Company Ltd
TotalEnergies Supply Marketing Services S.A.
TotalEnergies Turkey Pazarlama A.S.
F-103
TotalEnergies Warme&Kraftstoff Deutschland GmbH
TotalEnergies Wash France
Trapil
5.50
Upbeatprops 100 PTY Limited
Yangtze Gorges Green Way Charging Technology (Hubei) Co., Ltd.
Albatros
Elf Aquitaine Inc.
Elf Forest Products LLC
Institut Photovoltaique D’Ile De France (IPVF)
43.00
Omnium Reinsurance Company S.A.
Pan Insurance Limited
Ireland
Septentrion Participations
Socap S.A.S.
Societe Civile Immobiliere CB2
Sofax Banque
Total Energy Investments Tianjin
Total International NV
Total Investment Management Tianjin
Total Operations Canada Limited
Total Resources (Canada) Limited
TotalEnergies (Beijing) Corporate Management Co., Ltd.
TotalEnergies American Services, Inc.
TotalEnergies Capital
TotalEnergies Capital Canada Ltd
TotalEnergies Capital International
TotalEnergies Consulting
TotalEnergies Delaware, Inc.
TotalEnergies Developpement Regional S.A.S.
TotalEnergies Digital Factory
TotalEnergies EP Gestion Filiales
TotalEnergies Facilities Management Services (TFMS)
TotalEnergies Finance
TotalEnergies Finance Corporate Services Ltd
TotalEnergies Finance Europe
TotalEnergies Finance International B.V.
TotalEnergies Finance USA, Inc.
TotalEnergies Funding Nederland B.V.
TotalEnergies Gestion USA
TotalEnergies Global Financial Services
TotalEnergies Global Human Resources Services
TotalEnergies Global Information Technology Services Belgium
TotalEnergies Global IT Services (TGITS)
TotalEnergies Global Procurement (TGP)
TotalEnergies Global Procurement Belgium S.A. (TGPB)
TotalEnergies Global Services Bucharest
TotalEnergies Global Services Philippines Inc.
TotalEnergies Holding Allemagne
TotalEnergies Holdings
TotalEnergies Holdings Europe
TotalEnergies Holdings UK Ltd
TotalEnergies Holdings USA, Inc.
TotalEnergies Investments
TotalEnergies Learning Solutions (TLS)
TotalEnergies Marketing Holdings Nederland B.V.
TotalEnergies Marketing Holdings South Africa ZA (Pty) Ltd
TotalEnergies One Tech Belgium
TotalEnergies OneTech
TotalEnergies Participations
TotalEnergies Petrochemicals & Refining USA, Inc. (d)
TotalEnergies Security USA, Inc.
TotalEnergies Treasury
TotalEnergies Treasury Belgium
TotalEnergies UK Finance Ltd
(a) Del Rio Funding LLC, % of control different from % of interest : 50.00%
(b) Rio Grande LNG Intermediate Holdings LLC, % of control different from % of interest : 16.67%
(c) TotalEnergies Australia Unit Trust, % of control different from % of interest : 75.16%
(d) Multi-segment entities
F-104