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6-K 1 tm2412491d3_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

April 26, 2024

Commission File Number 001-10888

TotalEnergies SE

(Translation of registrant’s name into English)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NOS. 333-255641, 333-255641-01, 333-255641-02 AND 333-255641-03) OF TOTALENERGIES SE, TOTALENERGIES CAPITAL INTERNATIONAL, TOTALENERGIES CAPITAL CANADA LTD. AND TOTALENERGIES CAPITAL AND THE REGISTRATION STATEMENT ON FORM S-8 (NO. 333-271464) OF TOTALENERGIES SE, AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

TotalEnergies SE is providing on this Form 6-K its results for the first quarter of 2024 and the three months ended March 31, 2024, a description of certain recent developments relating to its business, as well as a capitalization table as of March 31, 2024.

EXHIBIT INDEX

Exhibit No.	Description

Exhibit 99.1	Results for the First Quarter of 2024 and Three Months Ended March 31, 2024

Exhibit 99.2	Recent Developments

Exhibit 99.3	Capitalization and Indebtedness

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TotalEnergies SE


Date: April 26, 2024	By:	/s/ GWENOLA JAN
		Name:	Gwenola Jan
		Title:	Company Treasurer

EX-99.1 2 tm2412491d3_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The terms "TotalEnergies", "TotalEnergies company" and "Company" in this exhibit are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE.

The financial information on pages 1-24 of this exhibit relating to TotalEnergies with respect to the first quarter of 2024 has been derived from TotalEnergies’ unaudited consolidated balance sheets as of March 31, 2024, unaudited statements of income, comprehensive income, cash flow and business segment information for the first quarter of 2024 and unaudited consolidated statements of changes in shareholders’ equity for the quarter ended March 31, 2024 on pages 26 et seq. of this exhibit.

The following discussion should be read in conjunction with the aforementioned financial statements and with the information, including TotalEnergies’ audited consolidated financial statements and related notes, provided in TotalEnergies’ Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 29, 2024.

A. KEY FIGURES

In millions of dollars, except effective tax rate, earnings per share and number of shares	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Sales	56,278	59,237	-5%	62,603	-10%
Net income (TotalEnergies share)	5,721	5,063	+13%	5,557	+3%
Adjusted EBITDA (1)	11,493	11,696	-2%	14,167	-19%
Adjusted net operating income (2) from business segments	5,600	5,724	-2%	6,993	-20%
Exploration & Production	2,550	2,802	-9%	2,653	-4%
Integrated LNG	1,222	1,456	-16%	2,072	-41%
Integrated Power	611	527	+16%	370	+65%
Refining & Chemicals	962	633	+52%	1,618	-41%
Marketing & Services	255	306	-17%	280	-9%
Adjusted net income (1) (TotalEnergies share)	5,112	5,226	-2%	6,541	-22%
Fully-diluted earnings per shares ($)	2.40	2.09	-	2.21	-
Fully-diluted weighted-average shares (millions)	2,352	2,387	-1%	2,479	-5%
Cash flow used in investing activities	3,467	632	x5.5	6,362	-46%
Organic investments (1)	4,072	6,139	-34%	3,433	+19%
Acquisitions net of assets sales(1)	(500)	(5,404)	ns	2,987	ns
Net investments (1)	3,572	735	x4.9	6,420	-44%
Cash flow from operating activities	2,169	16,150	-87%	5,133	-58%
Cash flow from operations excluding working capital (CFFO) (1)	8,168	8,500	-4%	9,621	-15%
Debt Adjusted Cash Flow (DACF) (1)	8,311	8,529	-3%	9,774	-15%
Gearing (1) of 10.5% at March 31, 2024 vs. 5.0% at December 31, 2023 and 11.5% at March 31, 2023.

	(1)	Adjusted EBITDA, adjusted net income, organic investments, acquisitions net of assets sales, net investments, cash flow from operations excluding working capital (CFFO),debt adjusted cash flow (DACF) and gearing are non-GAAP financial measures. Refer to the Glossary on page 25 for the definitions and further information on non-GAAP measures (alternative performance measures) and to pages 16 and following for reconciliation tables.
	(2)	Detail of adjustment items shown in the business segment information starting on page 31.

Key figures of environment, greenhouse gas emissions (GHG) and production

Environment – liquids and gas price realizations, refining margins

	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Brent ($/b)	83.2	84.3	-1%	81.2	+3%
Henry Hub ($/Mbtu)	2.1	2.9	-28%	2.7	-22%
NBP ($/Mbtu)(1)	8.7	13.3	-35%	16.1	-46%
JKM ($/Mbtu)(2)	9.3	15.2	-39%	16.5	-44%
Average price of liquids (3), (4) ($/b) Consolidated subsidiaries	78.9	80.2	-2%	73.4	+7%
Average price of gas (3), (5) ($/Mbtu) Consolidated subsidiaries	5.11	6.17	-17%	8.89	-43%
Average price of LNG (3), (6) ($/Mbtu) Consolidated subsidiaries and equity affiliates	9.58	10.28	-7%	13.27	-28%
European Refining Margin (ERM) (3), (7) ($/t)	71.7	52.6	+36%	90.7	-21%

	(1)	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.
	(2)	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.
	(3)	Does not include oil, gas and LNG trading activities, respectively.
	(4)	Sales in $ / Sales in volume for consolidated affiliates.
	(5)	Sales in $ / Sales in volume for consolidated affiliates.
	(6)	Sales in $ / Sales in volume for consolidated and equity affiliates.
	(7)	This market indicator for European refining, calculated based on public market prices ($/t), uses a basket of crudes, petroleum product yields and variable costs representative of the European refining system of TotalEnergies.

Greenhouse gas emissions (GHG)(1)

Scope 1+2 emissions (MtCO2e)	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Scope 1+2 from operated facilities(2)	8.2	7.9	+4%	9.1	-10%
of which Oil & Gas	7.1	7.2	-1%	7.6	-7%
of which CCGT	1.1	0.7	+57%	1.5	-27%
Scope 1+2 – equity share	11.6	11.5	+1%	12.8	-9%

Estimated quarterly emissions.

	(1)	The six greenhouse gases in the Kyoto protocol, namely CO2, CH4, N2O, HFCs, PFCs and SF6, with their respective GWP (Global Warming Potential) as described in the 2007 IPCC report. HFCs, PFCs and SF6 are virtually absent from the Company’s emissions or are considered as non-material and are therefore not counted.
	(2)	Scope 1+2 GHG emissions of operated facilities are defined as the sum of direct emissions of greenhouse gases from sites or activities that are included in the scope of reporting (as defined in the Company’s 2023 annual report on Form 20-F filed on March 29, 2024) and indirect emissions attributable to brought-in energy (electricity, heat, steam), excluding purchased industrial gases (H2).

Scope 1+2 emissions from operated installations were up 4% quarter-to-quarter, given the perimeter effect related to gas-fired capacity acquisition in Texas for 1.5 GW. They were nevertheless down 10% year-on-year due to the lower gas-fired power plants utilization rate in Europe, continuous decline in flaring emissions on Exploration & Production facilities and carbon footprint reduction initiatives in Refining & Chemicals.

Methane emissions (ktCH4)

1Q24

4Q23

1Q24
vs

4Q23

1Q23

1Q24
vs

1Q23

Methane emissions from operated facilities

-11%

Methane emissions - equity share

-18%

Estimated quarterly emissions.

Scope 3 emissions (MtCO2e)	1Q24	2023
Scope 3 from Oil, Biofuels and Gas Worldwide(1)	Est. 85	355

(1)

TotalEnergies reports Scope 3 GHG emissions, category 11, which correspond to indirect GHG emissions related to the end use of energy products sold to the Company’s customers, i.e., from their combustion, i.e., combustion of the products to obtain energy. The Company follows the oil & gas industry reporting guidelines published by IPIECA, which comply with the GHG Protocol methodologies. In order to avoid double counting, this methodology accounts for the largest volume in the oil, biofuels and gas value chains, i.e., the higher of the two production volumes or sales. The highest point for each value chain for 2024 will be evaluated considering realizations over the full year, TotalEnergies gradually providing quarterly estimates.

Production*

Hydrocarbon production	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Hydrocarbon production (kboe/d)	2,461	2,462	-	2,524	-2%
Oil (including bitumen) (kb/d)	1,322	1,341	-1%	1,398	-5%
Gas (including condensates and associated NGL) (kboe/d)	1,139	1,121	+2%	1,126	+1%
Hydrocarbon production (kboe/d)	2,461	2,462	-	2,524	-2%
Liquids (kb/d)	1,482	1,506	-2%	1,562	-5%
Gas (Mcf/d)	5,249	5,158	+2%	5,191	+1%

* Company production = Exploration & Production production + Integrated LNG production.

Hydrocarbon production was 2,461 thousand barrels of oil equivalent per day (kboe/d) in the first quarter of 2024, stable quarter-to-quarter due to production growth in LNG and from start-ups at Mero 2 in Brazil and Akpo West in Nigeria, which were partially compensated by the Canadian oil sands assets disposals that were effective this quarter. Hydrocarbon production excluding Canada was up 1%.

Hydrocarbon production was up 1.5% year-on-year (excluding Canada) and was comprised of:

	●	+2% due to projects ramp-ups, including Mero 2 in Brazil, Block 10 in Oman, Tommeliten Alpha in Norway, and Absheron in Azerbaijan,
	●	+1% due to lower planned maintenance and unplanned shutdowns,
	●	+1% portfolio effect related to the entry in the producing fields of SARB Umm Lulu in the United Arab Emirates, partially offset by the end of the Bongkot operating licenses in Thailand,
	●	-2.5% due to the natural decline of the fields.

When taking into account the Canadian oil sands assets disposals, production was down 2% year-on-year.

B. ANALYSIS OF BUSINESS SEGMENT RESULTS

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.

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.

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, the future effects of which 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.

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 for transactions between business segments approximate market prices.

The reporting structure for the business segments’ financial information 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;
	-	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.

B.1 Exploration & Production

1. Production

Hydrocarbon production	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
EP (kboe/d)	1,969	1,998	-1%	2,061	-4%
Liquids (kb/d)	1,419	1,448	-2%	1,500	-5%
Gas (Mcf/d)	2,937	2,946	-	3,012	-2%

2. Results

In millions of dollars, except effective tax rate	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Adjusted net operating income (1)	2,550	2,802	-9%	2,653	-4%
including adjusted income from equity affiliates	145	130	+12%	135	+7%
Effective tax rate (2)	48.5%	47.7%	-	57.1%	-
Cash flow used in investing activities	1,988	(1,282)	ns	4,021	-51%
Organic investments	2,041	3,117	-35%	2,134	-4%
Acquisitions net of assets sales	36	(4,306)	ns	1,938	-98%
Net investments	2,077	(1,189)	ns	4,072	-49%
Cash flow from operating activities	3,590	5,708	-37%	4,536	-21%
Cash flow from operations excluding working capital (CFFO)	4,478	4,690	-5%	4,907	-9%

	(1)	Detail of adjustment items shown in the business segment information starting on page 31.
	(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 adjusted net operating income was $2,550 million in the first quarter of 2024:

	●	down 9% quarter-to-quarter, primarily driven by lower oil prices and production,
	●	down 4% year-on-year, primarily driven by lower oil prices and production.

Adjusted net operating income for the Exploration & Production segment excludes special items.

In the first quarter of 2024, the exclusion of special items had a positive impact of $22 million on the segment’s adjusted net operating income, compared to a positive impact of $129 million in the first quarter of 2023.

The segment's cash flow from operating activities was $3,590 million in the first quarter of 2024:

	●	down 37% quarter-to-quarter,
	●	down 21% year-on-year.

The segment’s cash flow from operations excluding working capital (CFFO) was $4,478 million in the first quarter of 2024:

	●	down 5% quarter-to-quarter, primarily driven by lower gas prices and production,
	●	down 9% year-on-year, primarily driven by lower gas prices and production.

B.2 Integrated LNG

1. Production

Hydrocarbon production for LNG	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Integrated LNG (kboe/d)	492	464	+6%	463	+6%
Liquids (kb/d)	63	58	+9%	62	+1%
Gas (Mcf/d)	2,312	2,212	+5%	2,179	+6%

Liquefied Natural Gas in Mt	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Overall LNG sales	10.7	11.8	-9%	11.0	-3%
Incl. Sales from equity production*	4.2	4.0	+5%	4.0	+5%
Incl. Sales by TotalEnergies from equity production and third party purchases	9.3	10.8	-14%	9.9	-6%

* The Company’s equity production may be sold by TotalEnergies or by the joint ventures.

Hydrocarbon production for LNG was up 6% quarter-to-quarter, due to higher installations availability, mainly on Ichthys in Australia and QatarEnergy LNG N(2) in Qatar, as well as the increased supply of NLNG in Nigeria.

In the first quarter 2024, LNG sales decreased by 9% quarter-to-quarter, mainly due to lower demand in Europe as a result of milder winter weather and high inventories. Volumes were also impacted by partial downtime at Freeport LNG in the United States this quarter.

2. Results

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Adjusted net operating income(1)	1,222	1,456	-16%	2,072	-41%
including adjusted income from equity affiliates	494	500	-1%	786	-37%
Cash flow used in investing activities	515	827	-38%	1,146	-55%
Organic investments	540	790	-32%	396	+36%
Acquisitions net of assets sales	(12)	48	ns	759	ns
Net investments	528	838	-37%	1,155	-54%
Cash flow from operating activities	1,710	2,702	-37%	3,536	-52%
Cash flow from operations excluding working capital (CFFO)	1,348	1,763	-24%	2,081	-35%

(1)

Detail of adjustment items shown in the business segment information starting on page 31.

Integrated LNG adjusted net operating income was $1,222 million in the first quarter of 2024:

●

down 16% quarter-to-quarter, reflecting lower LNG prices and sales,

●

down 41% year-on-year.

Due to the low price volatility observed this quarter, the LNG trading results were in line with the historical average.

Adjusted net operating income for the Integrated LNG segment excludes special items and the impact of changes in fair value.

In the first quarter of 2024, the exclusion of special items and the impact of changes in fair value had a negative impact of $38 million on the segment’s adjusted net operating income, compared to a positive impact of $335 million in the first quarter of 2023.

The segment’s cash flow from operating activities was $1,710 million in the first quarter of 2024:

●

down 37% quarter-on-quarter,

●

down 52% year-on-year.

The segment’s cash flow from operations excluding working capital (CFFO) was $1,348 million in the first quarter of 2024:

●

down 24% quarter-to-quarter, reflecting lower LNG prices and sales and due to the timing effect in dividend payments from some equity affiliates,

●

down 35% year-on-year.

B.3 Integrated Power

1. Productions, capacities, clients and sales

Integrated Power	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Net power production (TWh) (1)	9.6	8.0	+20%	8.4	+14%
o/w power production from renewables	6.0	5.5	+10%	3.8	+56%
o/w power production from gas flexible capacities	3.6	2.5	+42%	4.5	-21%
Portfolio of power generation net installed capacity (GW) (2)	19.5	17.3	+13%	12.7	+54%
o/w renewables	13.7	13.0	+5%	8.4	+64%
o/w power production from gas flexible capacities	5.8	4.3	+35%	4.3	+35%
Portfolio of renewable power generation gross capacity (GW) (2), (3)	84.1	80.1	+5%	70.4	+19%
o/w installed capacity	23.5	22.4	+5%	17.9	+31%
Clients power – BtB and BtC (Million) (2)	6.0	5.9	+1%	6.0	-1%
Clients gas – BtB and BtC (Million) (2)	2.8	2.8	-	2.8	-
Sales power – BtB and BtC (TWh)	14.9	13.9	+7%	15.5	-4%
Sales gas – BtB and BtC (TWh)	35.7	30.7	+16%	37.3	-4%

(1)

Solar, wind, hydroelectric and combined-cycle gas turbine (CCGT) plants.

(2)

End of period data.

(3)

Includes 20% of Adani Green Energy Ltd’s gross capacity, 50% of Clearway Energy Group’s gross capacity and 49% of Casa dos Ventos’ gross capacity.

Net power production was 9.6 TWh in the first quarter 2024, up 20% quarter-to-quarter. Renewable production was up 10% quarter-to-quarter and gas flexible capacities production growth benefited from the 1.5 GW gas flexible capacity acquisition in Texas that closed during the first quarter.

Gross installed renewable power generation capacity reached 23.5 GW at the end of the first quarter 2024, up by more than 1 GW quarter-to-quarter, including 0.5 GW installed in the United States (Clearway, Danish Fields) and 0.4 GW in India.

2. Results

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Adjusted net operating income(1)	611	527	+16%	370	+65%
including adjusted income from equity affiliates	(39)	21	ns	56	ns
Cash flow used in investing activities	1,677	1,209	+39%	1,085	+55%
Organic investments	943	674	+40%	577	+63%
Acquisitions net of assets sales	735	532	+38%	519	+42%
Net investments	1,678	1,206	+39%	1,096	+53%
Cash flow from operating activities	(249)	638	ns	(1,285)	ns
Cash flow from operations excluding working capital (CFFO)	692	705	-2%	440	+57%

(1) Detail of adjustment items shown in the business segment information starting on page 31.

Integrated Power adjusted net operating income was $611 million in the first quarter of 2024:

●

up 16% quarter-on-quarter reflecting activity growth,

●

up 65% year-on-year.

Adjusted net operating income for the Integrated Power segment excludes special items and the impact of changes in fair value.

In the first quarter of 2024, the exclusion of special items and the impact of changes in fair value had a positive impact of $1,056 million on the segment’s adjusted net operating income, compared to a positive impact of $189 million in the first quarter of 2023.

The segment's cash flow from operating activities was $(249) million in the first quarter of 2024.

The segment’s cash flow from operations excluding working capital (CFFO) was $692 million in the first quarter of 2024:

●

down 2% quarter-to-quarter, as the fourth quarter of 2023 benefited from higher dividends from equity affiliates,

●

up 57% year-on-year.

B.4 Downstream (Refining & Chemicals and Marketing & Services)

1. Results

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Adjusted net operating income(1)	1,217	939	+30%	1,898	-36%
Cash flow used in investing activities	(740)	(177)	ns	75	ns
Organic investments	520	1,504	-65%	290	+79%
Acquisitions net of assets sales	(1,258)	(1,679)	ns	(229)	ns
Net investments	(738)	(175)	ns	61	ns
Cash flow from operating activities	(2,237)	6,584	ns	(1,524)	ns
Cash flow from operations excluding working capital (CFFO)	1,770	1,692	+5%	2,189	-19%

(1)

Detail of adjustment items shown in the business segment information starting on page 31.

B.5 Refining & Chemicals

1. Refinery and petrochemicals throughput and utilization rates

Refinery throughput and utilization rate*	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Total refinery throughput (kb/d)	1,424	1,381	+3%	1,403	+2%
France	382	444	-14%	357	+7%
Rest of Europe	618	582	+6%	596	+4%
Rest of world	424	355	+19%	450	-6%
Utilization rate based on crude only**	79%	79%		78%

* 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	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Monomers* (kt)	1,287	1,114	+16%	1,295	-1%
Polymers (kt)	1,076	985	+9%	1,111	-3%
Steam cracker utilization rate**	73%	60%		75%

* Olefins.

** Based on olefins production from steam crackers and their treatment capacity at the start of the year.

Refining throughput was:

●

up 3% quarter-on-quarter mainly due to the restart of Satorp in Saudi Arabia, despite an unplanned shutdown at the Donges refinery in France,

●

up 2% year-on-year.

Petrochemicals production was:

●

up 16% quarter-on-quarter for monomers and 9% for polymers due to better steam cracker utilization rates in Europe and the United States,

●

down 1% year-on-year for monomers and 3% for polymers.

2. Results

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Adjusted net operating income(1)	962	633	+52%	1,618	-41%
Cash flow used in investing activities	397	989	-60%	217	+83%
Organic investments	419	1,002	-58%	198	x2.1
Acquisitions net of assets sales	(20)	(11)	ns	5	ns
Net investments	399	991	-60%	203	+97%
Cash flow from operating activities	(2,129)	4,825	ns	(851)	ns
Cash flow from operations excluding working capital (CFFO)	1,291	1,173	+10%	1,733	-26%

(1) Detail of adjustment items shown in the business segment information starting on page 31.

Refining & Chemicals adjusted net operating income was $962 million in the first quarter of 2024:

●

up 52% quarter-to-quarter, due to higher refining margins and higher refinery throughput,

●

down 41% year-on-year.

Adjusted net operating income for the Refining & Chemicals segment excludes any after-tax inventory valuation effect and special items.

In the first quarter of 2024, the exclusion of the inventory valuation effect had a negative impact of $93 million on the segment’s adjusted net operating income, compared to a positive impact of $327 million in the first quarter of 2023.

In the first quarter of 2024, the exclusion of special items had no impact on the segment’s adjusted net operating income, compared to a positive impact of $138 million in the first quarter of 2023.

The segment’s cash flow from operating activities was $(2,129) million in the first quarter of 2024.

The segment’s cash flow from operations excluding working capital (CFFO) was $1,291 million in the first quarter of 2024:

●

up 10% quarter-to-quarter (grew less than adjusted net operating income quarter-to-quarter) due to the timing effect in dividend payments from equity affiliates,

●

down 26% year-on-year.

B.6 Marketing & Services

1. Petroleum product sales

Sales in kb/d*	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Total Marketing & Services sales	1,312	1,341	-2%	1,360	-4%
Europe	715	755	-5%	757	-6%
Rest of world	597	587	+2%	602	-1%

* Excludes trading and bulk refining sales.

Sales of petroleum products were down year-on-year by 4% in the first quarter 2024, mainly due to the lower industrial and commercial demand in Europe.

2. Results

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Adjusted net operating income (1)	255	306	-17%	280	-9%
Cash flow used in investing activities	(1,137)	(1,166)	ns	(142)	ns
Organic investments	101	502	-80%	92	+10%
Acquisitions net of assets sales	(1,238)	(1,668)	ns	(234)	ns
Net investments	(1,137)	(1,166)	ns	(142)	ns
Cash flow from operating activities	(108)	1,759	ns	(673)	ns
Cash flow from operations excluding working capital (CFFO)	479	519	-8%	456	+5%

(1) Detail of adjustment items shown in the business segment information starting on page 31.

Marketing & Services adjusted net operating income was $255 million in the first quarter of 2024:

●

down 17% quarter-on-quarter,

●

down 9% year-on-year, due to lower sales of petroleum products.

Adjusted net operating income for the Marketing & Services segment excludes any after-tax inventory valuation effect and special items.

In the first quarter of 2024, the exclusion of the inventory valuation effect had a negative impact of $14 million on the segment’s adjusted net operating income, compared to a positive impact of $64 million in the first quarter of 2023.

In the first quarter of 2024, the exclusion of special items had a negative impact of $1,516 million on the segment’s adjusted net operating income, compared to a negative impact of $190 million the first quarter of 2023.

The segment’s cash flow from operating activities was $(108) million in the first quarter of 2024.

The segment’s cash flow from operations excluding working capital (CFFO) was $479 million in the first quarter of 2024:

●

down 8% quarter-on-quarter,

●

up 5% year-on-year, due to the growth of high-value activities, notably lubricants, compensating the disposal of part of the European retail network.

C. TOTALENERGIES RESULTS

1. Net income (TotalEnergies share)

Net income (TotalEnergies share) was $5,721 million in the first quarter of 2024:

●

up 13% quarter-on-quarter,

●

up 3% year-on-year.

Adjusted net income (TotalEnergies share) was $5,112 million in the first quarter of 2024 compared to $5,226 million in the fourth quarter 2023, mainly due to softening gas prices, partially compensated by higher refining margins.

Adjustments to net income were $0.6 billion in the first quarter of 2024, consisting mainly of:

●

$1.5 billion capital gains on disposal and revaluation of shares held and consolidated under the equity method, after the partial divestment of retail network in Belgium and Luxembourg and the full divestment in the Netherlands,

●

($0.2) billion in inventory effects and effects of changes in fair value,

●

($0.7) billion impairment of the Company’s minority stake in Sunpower and Maxeon, based on their market value.

2. Fully-diluted shares and share buybacks

As of March 31, 2024, the number of diluted shares was 2,344 million.

As part of its shareholder return policy, TotalEnergies repurchased 30.6 million shares in the first quarter of 2024 for $2 billion.

3. Acquisitions - asset sales

Acquisitions were $1,074 million in the first quarter 2024, primarily related to:

●

the acquisition of 1.5 GW gas flexible capacity in Texas,

●

the acquisition of battery storage developer Kyon in Germany,

●

the acquisition of Talos Low Carbon Solutions, in the carbon storage industry in the United States.

Divestments were $1,574 million in the first quarter 2024, primarily related to:

●

the closing of the retail network transaction with Alimentation Couche-Tard in Belgium, Luxemburg and the Netherlands,

●

the sale of a 15% interest in Absheron, in Azerbaijan, to ADNOC.

4. Cash flow

TotalEnergies’ cash flow from operating activities was $2,169 million in the first quarter of 2024, compared to a cash flow from operations excluding working capital (CFFO) of $8,168 million, and was impacted by increased working capital of $6.0 billion, mainly due to:

●

the reversal of the exceptional working capital release of $2 billion in the fourth quarter 2023,

●

$1.5 billion effect of higher oil and petroleum products prices on inventories at the end of the quarter,

●

$1 billion seasonal effect on tax liabilities,

●

$1 billion seasonal effect on gas and power distribution activities.

The change in working capital was an increase of $5,686 million in the first quarter of 2024 in accordance with IFRS. The difference of $313 million between IFRS and replacement cost method corresponds to the following adjustments: (i) the pre-tax inventory valuation effect of $125 million, (ii) less the mark-to-market effect of Integrated LNG’s and Integrated Power’s contracts of $435 million, (iii) plus the capital gains from the renewables project sale of $0 million and (iv) less the organic loan repayments from equity affiliates of $3 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 an increase of $5,999 million in the first quarter of 2024, compared to a decrease of $7,650 million in the fourth quarter of 2023.

TotalEnergies’ net cash flow1 was $4,596 million in the first quarter 2024 compared to $7,765 million in the fourth quarter 2023, reflecting the $332 million decrease in CFFO and the $2,837 million increase in net investments to $3,572 million.

1 Net cash flow is a non-GAAP financial measure. Refer to the Glossary on page 25 for the definitions and further information on non-GAAP measures (alternative performance measures) and to pages 16 and following for reconciliation tables.

D. PROFITABILITY

Return on equity was 19.0% for the twelve months ended March 31, 2024.

In millions of dollars	April 1, 2023 March 31, 2024	January 1, 2023 December 31, 2023	April 1, 2022 March 31, 2023
Adjusted net income	22,047	23,450	34,219
Average adjusted shareholders’ equity	115,835	115,006	115,233
Return on equity (ROE)	19.0%	20.4%	29.7%

Return on average capital employed (ROACE)1 was 16.5% for the twelve months ended March 31, 2024.

In millions of dollars	April 1, 2023 March 31, 2024	January 1, 2023 December 31, 2023	April 1, 2022 March 31, 2023
Adjusted net operating income	23,278	24,684	35,712
Average capital employed	140,662	130,517	140,842
ROACE	16.5%	18.9%	25.4%

E.  Annual 2024 Sensitivities*

	Change	Estimated impact on adjusted net operating income	Estimated impact on cash flow from operations
Dollar	+/- 0.1 $ per €	-/+ 0.1 B$	~0 B$
Average liquids price**	+/- 10$/b	+/- 2.3 B$	+/- 2.8 B$
European gas price – NBP / TTF	+/- 2 $/Mbtu	+/- 0.4 B$	+/- 0.4 B$
European Refining Margin Marker (ERM)	+/- 10 $/t	+/- 0.4 B$	+/- 0.5 B$

* Sensitivities are revised once per year upon publication of the previous year’s fourth quarter results. Sensitivities are estimates based on assumptions about TotalEnergies’ portfolio in 2024. Actual results could vary significantly from estimates based on the application of these sensitivities. The impact of the $-€ sensitivity on adjusted net operating income is essentially attributable to Refining & Chemicals.

** In a 80 $/b Brent environment.

F.  SUMMARY AND OUTLOOK

Brent prices are strong at around $90/b at the start of the second quarter 2024, supported by elevated geopolitical tensions and by the OPEC+ decision to maintain production quotas through the second quarter 2024.

These elevated prices are impacting refining margins, which had been elevated since the beginning of the year.

Despite exiting winter at high gas storage levels, European gas prices have been trading within a range of $8 to $10/Mbtu at the beginning of the second quarter 2024. Recovering Asian LNG demand and limited global LNG capacity additions in 2024 support forward prices above $11/Mbtu for the 2024-2025 winter period.

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 between $9 and $10/Mbtu in the second quarter 2024.

Second quarter 2024 hydrocarbon production is expected to be between 2.4 and 2.45 Mboe/d, impacted by planned maintenance that is partially compensated by ramp-ups of Mero 2 in Brazil and Tyra in Denmark.

The second quarter 2024 refining utilization rate is anticipated to be above 85%, notably as the Donges refinery progressively restarts.

The Company confirms net investments guidance of $17-$18 billion in 2024, of which $5 billion is expected to be dedicated to Integrated Power.

1 ROACE is a non-GAAP financial measure. Refer to the Glossary on page 25 for the definitions and further information on Non-GAAP measures (alternative performance measures).

FORWARD-LOOKING STATEMENTS

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.

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” in TotalEnergies’ Form 20-F for the year ended December 31, 2023.

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 the Company’s will. Moreover, the Company’s 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.

OPERATING INFORMATION BY SEGMENT

Company’s production (Exploration & Production + Integrated LNG)

Combined liquids and gas production by region (kboe/d)	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Europe	570	592	-4%	583	-2%
Africa	463	451	+3%	494	-6%
Middle East and North Africa	815	788	+3%	718	+13%
Americas	352	376	-6%	441	-20%
Asia-Pacific	261	256	+2%	288	-9%
Total production	2,461	2,462	-	2,524	-2%
includes equity affiliates	346	331	+5%	344	+1%

Liquids production by region (kb/d)	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Europe	224	236	-5%	235	-4%
Africa	331	328	+1%	371	-11%
Middle East and North Africa	652	629	+4%	578	+13%
Americas	171	207	-17%	263	-35%
Asia-Pacific	104	106	-1%	116	-10%
Total production	1,482	1,506	-2%	1,562	-5%
includes equity affiliates	154	141	+9%	150	+3%

Gas production by region (Mcf/d)	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Europe	1,869	1,921	-3%	1,879	-1%
Africa	648	612	+6%	615	+5%
Middle East and North Africa	896	881	+2%	772	+16%
Americas	1,003	941	+7%	994	+1%
Asia-Pacific	833	803	+4%	931	-11%
Total production	5,249	5,158	+2%	5,191	+1%
includes equity affiliates	1,043	1,027	+2%	1,054	-1%

Downstream (Refining & Chemicals and Marketing & Services)

Petroleum product sales by region (kb/d)	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Europe	1,774	1,789	-1%	1,600	+11%
Africa	591	610	-3%	667	-11%
Americas	1,033	1,055	-2%	849	+22%
Rest of world	711	697	+2%	623	+14%
Total consolidated sales	4,109	4,151	-1%	3,739	+10%
Includes bulk sales	401	402	-	387	+4%
Includes trading	2,397	2,408	-	1,992	+20%

Petrochemicals production* (kt)	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Europe	990	845	+17%	1,047	-5%
Americas	645	528	+22%	607	+6%
Middle East and Asia	727	725	-	753	-3%

Olefins, polymers.

INTEGRATED POWER

Net power production

		1Q24						4Q23
Net power production (TWh)	Solar	Onshore Wind	Offshore Wind	Gas	Others	Total	Solar	Onshore Wind	Offshore Wind	Gas	Others	Total
France	0.1	0.2	-	1.8	0.0	2.2	0.1	0.3	-	1.6	0.0	2.0
Rest of Europe	0.1	0.6	0.6	0.7	0.1	2.0	0.0	0.5	0.6	0.6	0.1	1.8
Africa	0.0	0.0	-	-	-	0.0	0.0	0.0	-	-	-	0.0
Middle East	0.2	-	-	0.3	-	0.5	0.2	-	-	0.3	-	0.4
North America	0.5	0.5	-	0.7	-	1.8	0.4	0.5	-	-	-	0.9
South America	0.2	0.7	-	-	-	0.8	0.1	0.9	-	-	-	1.0
India	1.6	0.2	-	-	-	1.8	1.3	0.2	-	-	-	1.5
Asia-Pacific	0.3	0.0	0.1	-	-	0.4	0.3	0.0	0.1	-	-	0.4
Total	2.9	2.3	0.7	3.6	0.1	9.6	2.4	2.3	0.7	2.5	0.1	8.0

Installed power generation net capacity

		1Q24						4Q23
Installed power generation net capacity (GW) (1)	Solar	Onshore Wind	Offshore Wind	Gas	Others	Total	Solar	Onshore Wind	Offshore Wind	Gas	Others	Total
France	0.6	0.4	-	2.6	0.1	3.7	0.5	0.3	-	2.6	0.1	3.6
Rest of Europe	0.3	0.9	0.6	1.4	0.1	3.2	0.2	0.9	0.6	1.4	0.1	3.2
Africa	0.1	0.0	-	-	0.0	0.1	0.1	0.0	-	-	0.0	0.1
Middle East	0.4	-	-	0.3	-	0.7	0.4	-	-	0.3	-	0.7
North America	2.2	0.8	-	1.5	0.3	4.9	2.0	0.8	-	-	0.2	3.0
South America	0.4	0.9	-	-	-	1.2	0.4	0.8	-	-	-	1.2
India	4.0	0.5	-	-	-	4.5	3.8	0.5	-	-	-	4.3
Asia-Pacific	1.0	0.0	0.1	-	0.0	1.1	1.0	0.0	0.1	-	0.0	1.1
Total	9.0	3.5	0.7	5.8	0.6	19.5	8.5	3.4	0.7	4.3	0.5	17.3

Power generation gross capacity from renewables

	1Q24					4Q23
Installed power generation gross capacity from renewables (GW) (1), (2)	Solar	Onshore Wind	Offshore Wind	Other	Total	Solar	Onshore Wind	Offshore Wind	Other	Total
France	0.9	0.7	-	0.1	1.7	0.9	0.6	-	0.1	1.6
Rest of Europe	0.3	1.1	1.1	0.2	2.7	0.2	1.1	1.1	0.2	2.6
Africa	0.1	0.0	-	0.0	0.2	0.1	0.0	-	0.0	0.2
Middle East	1.2	-	-	-	1.2	1.2	-	-	-	1.2
North America	5.2	2.2	-	0.6	8.0	4.9	2.1	-	0.5	7.5
South America	0.4	1.2	-	-	1.6	0.4	1.2	-	-	1.6
India	5.8	0.5	-	-	6.3	5.4	0.5	-	-	5.9
Asia-Pacific	1.5	0.0	0.3	0.0	1.8	1.5	0.0	0.3	0.0	1.8
Total	15.4	5.7	1.4	1.0	23.5	14.6	5.5	1.4	0.8	22.4

	1Q24					4Q23
Power generation gross capacity from renewables in construction (GW) (1), (2)	Solar	Onshore Wind	Offshore Wind	Other	Total	Solar	Onshore Wind	Offshore Wind	Other	Total
France	0.1	-	0.0	0.0	0.2	0.2	0.0	0.0	0.0	0.2
Rest of Europe	0.4	0.0	-	0.1	0.5	0.4	0.0	-	0.1	0.5
Africa	0.3	-	-	0.1	0.4	0.0	-	-	0.0	0.0
Middle East	0.1	-	-	-	0.1	0.1	-	-	-	0.1
North America	1.6	0.0	-	0.2	1.8	1.4	0.1	-	0.2	1.7
South America	0.0	0.7	-	0.0	0.7	0.0	0.4	-	0.0	0.4
India	0.6	0.1	-	-	0.6	0.6	-	-	-	0.6
Asia-Pacific	0.1	0.0	0.4	-	0.4	0.0	0.0	0.4	-	0.4
Total	3.1	0.8	0.4	0.4	4.8	2.8	0.6	0.4	0.3	4.1

	1Q24					4Q23
Power generation gross capacity from renewables in development (GW) (1), (2)	Solar	Onshore Wind	Offshore Wind	Other	Total	Solar	Onshore Wind	Offshore Wind	Other	Total
France	1.2	0.4	-	0.0	1.6	0.7	0.4	-	0.0	1.2
Rest of Europe	4.4	0.5	7.4	1.8	14.2	4.6	0.3	7.4	0.1	12.4
Africa	1.4	0.3	-	0.0	1.7	1.1	0.3	-	0.3	1.7
Middle East	1.7	-	-	-	1.7	1.5	0.7	-	-	2.2
North America	10.3	3.1	4.1	4.8	22.3	8.2	3.4	4.1	5.4	21.1
South America	1.5	1.2	-	0.1	2.8	1.4	0.8	-	0.4	2.6
India	4.5	0.2	-	-	4.7	4.7	0.2	-	-	4.9
Asia-Pacific	3.2	0.1	2.6	1.0	6.9	2.9	0.4	2.9	1.3	7.5
Total	28.2	5.8	14.1	7.7	55.9	25.3	6.5	14.4	7.5	53.7

(1)	Includes 20% of the gross capacities of Adani Green Energy Limited, 50% of Clearway Energy Group and, from 1Q23, 49% of Casa dos Ventos.

(2)	End-of-period data.

ADJUSTMENT ITEMS TO NET INCOME (TOTALENERGIES SHARE)

In millions of dollars	1Q24	4Q23	1Q23
Net income (TotalEnergies share)	5,721	5,063	5,557
Special items affecting net income (TotalEnergies share)	805	180	(159)
Gain (loss) on asset sales	1,507	1,844	203
Restructuring charges	-	(51)	-
Impairments	(644)	(1,023)	(60)
Other	(58)	(590)	(302)
After-tax inventory effect : FIFO vs. replacement cost	124	(535)	(391)
Effect of changes in fair value	(320)	192	(434)
Total adjustments affecting net income	609	(163)	(984)
Adjusted net income (TotalEnergies share)	5,112	5,226	6,541

RECONCILIATION OF NET INCOME (TOTALENERGIES SHARE) TO ADJUSTED EBITDA

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Net income - TotalEnergies share	5,721	5,063	+13%	5,557	+3%
Less: adjustment items to net income (TotalEnergies share)	(609)	163	ns	984	ns
Adjusted net income - TotalEnergies share	5,112	5,226	-2%	6,541	-22%
Adjusted items	-		-	-	-
Add: non-controlling interests	100	57	+75%	74	+35%
Add: income taxes	2,991	3,004	-	4,090	-27%
Add: depreciation, depletion and impairment of tangible assets and mineral interests	2,942	3,060	-4%	3,026	-3%
Add: amortization and impairment of intangible assets	92	115	-20%	99	-7%
Add: financial interest on debt	708	660	+7%	710	-
Less: financial income and expense from cash & cash equivalents	(452)	(426)	ns	(373)	ns
Adjusted EBITDA	11,493	11,696	-2%	14,167	-19%

RECONCILIATION OF REVENUES FROM SALES TO ADJUSTED EBITDA AND NET INCOME (TOTALENERGIES SHARE)

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Adjusted items
Revenues from sales	51,883	54,765	-5%	58,309	-11%
Purchases, net of inventory variation	(33,525)	(36,651)	ns	(37,479)	ns
Other operating expenses	(7,580)	(6,956)	ns	(7,752)	ns
Exploration costs	(88)	(174)	ns	(94)	ns
Other income	240	169	+42%	77	x3.1
Other expense, excluding amortization and impairment of intangible assets	(125)	(150)	ns	(38)	ns
Other financial income	282	276	+2%	248	+14%
Other financial expense	(215)	(180)	ns	(183)	ns
Net income (loss) from equity affiliates	621	597	+4%	1,079	-42%
Adjusted EBITDA	11,493	11,696	-2%	14,167	-19%
Adjusted items
Less: depreciation, depletion and impairment of tangible assets and mineral interests	(2,942)	(3,060)	ns	(3,026)	ns
Less: amortization of intangible assets	(92)	(115)	ns	(99)	ns
Less: financial interest on debt	(708)	(660)	ns	(710)	ns
Add: financial income and expense from cash & cash equivalents	452	426	+6%	373	+21%
Less: income taxes	(2,991)	(3,004)	ns	(4,090)	ns
Less: non-controlling interests	(100)	(57)	ns	(74)	ns
Add: adjustment - TotalEnergies share	609	(163)	ns	(984)	ns
Net income - TotalEnergies share	5,721	5,063	+13%	5,557	+3%

INVESTMENTS – DIVESTMENTS AND RECONCILIATION OF CASH FLOW USED IN INVESTING ACTIVITIES TO NET INVESTMENTS, TO ACQUISITION NET OF ASSETS SALES AND TO ORGANIC INVESTMENTS: (TOTALENERGIES SHARE)

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow used in investing activities (a)	3,467	632	x5.5	6,362	-46%
Other transactions with non-controlling interests (b)	-	-	ns	-	ns
Organic loan repayment from equity affiliates (c)	3	3	ns	(6)	ns
Change in debt from renewable projects financing (d) *	-	(3)	-100%	3	-100%
Capex linked to capitalized leasing contracts (e)	103	71	45%	60	+72%
Expenditures related to carbon credits (f)	(1)	32	ns	1	ns
Net investments (a + b + c + d + e + f = g - i + h)	3,572	735	x4.9	6,420	-44%
of which acquisitions net of assets sales (g-i)	(500)	(5,404)	ns	2,987	ns
Acquisitions (g)	1,074	698	54%	3,256	-67%
Asset sales (i)	1,574	6,102	-74%	269	x5.9
Change in debt from renewable projects (partner share)	-	-	ns	(3)	-100%
of which organic investments (h)	4,072	6,139	-34%	3,433	+19%
Capitalized exploration	145	214	-32%	205	-29%
Increase in non-current loans	538	683	-21%	374	+44%
Repayment of non-current loans, excluding organic loan repayment from equity affiliates	(146)	(91)	ns	(229)	ns
Change in debt from renewable projects (TotalEnergies share)	-	(3)	-100%	-	ns

* Change in debt from renewable projects (TotalEnergies share and partner share).

INVESTMENTS & DIVESTMENTS AND RECONCILIATION OF CASH FLOW USED IN INVESTING ACTIVITIES TO NET INVESTMENTS, TO ACQUISITION NET OF ASSETS SALES AND TO ORGANIC INVESTMENTS: EXPLORATION & PRODUCTION

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow used in investing activities (a)	1,988	(1,282)	ns	4,021	-51%
Other transactions with non-controlling interests (b)	-	-	-	-	ns
Organic loan repayment from equity affiliates (c)	-	-	-	-	ns
Change in debt from renewable projects financing (d) *	-	-	-	-	ns
Capex linked to capitalized leasing contracts (e)	90	61	+48%	50	+80%
Expenditures related to carbon credits (f)	(1)	32	ns	1	ns
Net investments (a + b + c + d + e + f = g - i + h)	2,077	(1,189)	ns	4,072	-49%
of which acquisitions net of assets sales (g-i)	36	(4,306)	ns	1,938	-98%
Acquisitions (g)	327	39	x8.4	1,946	-83%
Asset sales (i)	291	4,345	-93%	8	x36.4
Change in debt from renewable projects (partner share)	-	-	-	-	ns
of which organic investments (h)	2,041	3,117	-35%	2,134	-4%
Capitalized exploration	136	208	-35%	204	-33%
Increase in non-current loans	42	61	-31%	44	-5%
Repayment of non-current loans, excluding organic loan repayment from equity affiliates	(15)	(17)	ns	(23)	ns
Change in debt from renewable projects (TotalEnergies share)	-	-	-	-	ns

* Change in debt from renewable projects (TotalEnergies share and partner share).

INVESTMENTS & DIVESTMENTS AND RECONCILIATION OF CASH FLOW USED IN INVESTING ACTIVITIES TO NET INVESTMENTS, TO ACQUISITION NET OF ASSETS SALES AND TO ORGANIC INVESTMENTS: INTEGRATED LNG

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow used in investing activities (a)	515	827	-38%	1,146	-55%
Other transactions with non-controlling interests (b)	-	-	-	-	ns
Organic loan repayment from equity affiliates (c)	1	-	ns	1	ns
Change in debt from renewable projects financing (d) *	-	-	-	-	ns
Capex linked to capitalized leasing contracts (e)	12	11	+9%	8	+50%
Expenditures related to carbon credits (f)	-	-	-	-	ns
Net investments (a + b + c + d + e + f = g - i + h)	528	838	-37%	1,155	-54%
of which acquisitions net of assets sales (g-i)	(12)	48	ns	759	ns
Acquisitions (g)	-	56	-100%	769	-100%
Asset sales (i)	12	8	+50%	10	20%
Change in debt from renewable projects (partner share)	-	-	-	-	ns
of which organic investments (h)	540	790	-32%	396	+36%
Capitalized exploration	9	6	+50%	1	x9
Increase in non-current loans	173	179	-3%	143	+21%
Repayment of non-current loans, excluding organic loan repayment from equity affiliates	(37)	(20)	ns	(38)	ns
Change in debt from renewable projects (TotalEnergies share)	-	-	-	-	ns

* Change in debt from renewable projects (TotalEnergies share and partner share).

INVESTMENTS & DIVESTMENTS AND RECONCILIATION OF CASH FLOW USED IN INVESTING ACTIVITIES TO NET INVESTMENTS, TO ACQUISITION NET OF ASSETS SALES AND TO ORGANIC INVESTMENTS: INTEGRATED POWER

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow used in investing activities (a)	1,677	1,209	+39%	1,085	+55%
Other transactions with non-controlling interests (b)	-	-	-	-	ns
Organic loan repayment from equity affiliates (c)	-	1	-100%	6	-100%
Change in debt from renewable projects financing (d) *	-	(3)	ns	3	-100%
Capex linked to capitalized leasing contracts (e)	1	(1)	ns	2	-50%
Expenditures related to carbon credits (f)	-	-	-	-	ns
Net investments (a + b + c + d + e + f = g - i + h)	1,678	1,206	+39%	1,096	+53%
of which acquisitions net of assets sales (g-i)	735	532	+38%	519	+42%
Acquisitions (g)	736	535	+38%	537	+37%
Asset sales (i)	1	3	-67%	18	-94%
Change in debt from renewable projects (partner share)	-	-	-	(3)	ns
of which organic investments (h)	943	674	+40%	577	+63%
Capitalized exploration	-	-	-	-	ns
Increase in non-current loans	305	318	-4%	163	+87%
Repayment of non-current loans, excluding organic loan repayment from equity affiliates	(61)	(28)	ns	(121)	ns
Change in debt from renewable projects (TotalEnergies share)	-	(3)	ns	-	ns

* Change in debt from renewable projects (TotalEnergies share and partner share).

INVESTMENTS & DIVESTMENTS AND RECONCILIATION OF CASH FLOW USED IN INVESTING ACTIVITIES TO NET INVESTMENTS, TO ACQUISITION NET OF ASSETS SALES AND TO ORGANIC INVESTMENTS: REFINING & CHEMICALS

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow used in investing activities (a)	397	989	-60%	217	+83%
Other transactions with non-controlling interests (b)	-	-	-	-	ns
Organic loan repayment from equity affiliates (c)	2	2	ns	(14)	ns
Change in debt from renewable projects financing (d) *	-	-	-	-	ns
Capex linked to capitalized leasing contracts (e)	-	-	-	-	ns
Expenditures related to carbon credits (f)	-	-	-	-	ns
Net investments (a + b + c + d + e + f = g - i + h)	399	991	-60%	203	+97%
of which acquisitions net of assets sales (g-i)	(20)	(11)	ns	5	ns
Acquisitions (g)	9	1	x9	4	x2.3
Asset sales (i)	29	12	x2.4	(1)	ns
Change in debt from renewable projects (partner share)	-	-	-	-	ns
of which organic investments (h)	419	1,002	-58%	198	x2.1
Capitalized exploration	-	-	-	-	ns
Increase in non-current loans	7	28	-75%	11	-36%
Repayment of non-current loans, excluding organic loan repayment from equity affiliates	(7)	(8)	ns	(8)	ns
Change in debt from renewable projects (TotalEnergies share)	-	-	-	-	ns

* Change in debt from renewable projects (TotalEnergies share and partner share).

INVESTMENTS & DIVESTMENTS AND RECONCILIATION OF CASH FLOW USED IN INVESTING ACTIVITIES TO NET INVESTMENTS, TO ACQUISITION NET OF ASSETS SALES AND TO ORGANIC INVESTMENTS: MARKETING & SERVICES

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow used in investing activities (a)	(1,137)	(1,166)	ns	(142)	ns
Other transactions with non-controlling interests (b)	-	-	-	-	ns
Organic loan repayment from equity affiliates (c)	-	-	-	-	ns
Change in debt from renewable projects financing (d) *	-	-	-	-	ns
Capex linked to capitalized leasing contracts (e)	-	-	-	-	ns
Expenditures related to carbon credits (f)	-	-	-	-	ns
Net investments (a + b + c + d + e + f = g - i + h)	(1,137)	(1,166)	ns	(142)	ns
of which acquisitions net of assets sales (g-i)	(1,238)	(1,668)	ns	(234)	ns
Acquisitions (g)	2	67	-97%	-	ns
Asset sales (i)	1,240	1,735	-29%	234	x5.3
Change in debt from renewable projects (partner share)	-	-	-	-	ns
of which organic investments (h)	101	502	-80%	92	+10%
Capitalized exploration	-	-	-	-	ns
Increase in non-current loans	11	99	-89%	11	ns
Repayment of non-current loans, excluding organic loan repayment from equity affiliates	(26)	(12)	ns	(39)	ns
Change in debt from renewable projects (TotalEnergies share)	-	-	-	-	ns

* Change in debt from renewable projects (TotalEnergies share and partner share).

CASH FLOW (TOTALENERGIES SHARE)

Reconciliation of Cash flow from operating activities to Cash flow from operations excluding working capital (CFFO), to DACF and to Net cash flow

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow from operating activities (a)	2,169	16,150	-87%	5,133	-58%
(Increase) decrease in working capital (b) *	(6,121)	8,377	ns	(3,989)	ns
Inventory effect (c)	125	(724)	ns	(502)	ns
Capital gain from renewable project sales (d)	-	(0)	-100%	3	-100%
Organic loan repayments from equity affiliates (e)	3	3	-	(6)	ns
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e)	8,168	8,500	-4%	9,621	-15%
Financial charges	(143)	(29)	ns	(153)	ns
Debt Adjusted Cash Flow (DACF)	8,311	8,529	-3%	9,774	-15%

Organic investments (g)	4,072	6,139	-34%	3,433	+19%
Free cash flow after organic investments (f - g)	4,096	2,361	+73%	6,188	-34%

Net investments (h)	3,572	735	x4.9	6,420	-44%
Net cash flow (f - h)	4,596	7,765	-41%	3,201	+44%

* Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG and Integrated Power segments’ contracts.

CASH FLOW BY SEGMENT

Reconciliation of Cash flow from operating activities to Cash flow from operations excluding working capital (CFFO): Exploration & Production

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow from operating activities (a)	3,590	5,708	-37%	4,536	-21%
(Increase) decrease in working capital (b)	(888)	1,018	ns	(371)	ns
Inventory effect (c)	-	-	-	-	ns
Capital gain from renewable project sales (d)	-	-	-	-	ns
Organic loan repayments from equity affiliates (e)	-	-	-	-	ns
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e)	4,478	4,690	-5%	4,907	-9%

Reconciliation of Cash flow from operating activities to Cash flow from operations excluding working capital (CFFO): Integrated LNG

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow from operating activities (a)	1,710	2,702	-37%	3,536	-52%
(Increase) decrease in working capital (b) *	363	939	-61%	1,456	-75%
Inventory effect (c)	-	-	-	-	ns
Capital gain from renewable project sales (d)	-	-	-	-	ns
Organic loan repayments from equity affiliates (e)	1	-	ns	1	ns
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e)	1,348	1,763	-24%	2,081	-35%

* Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG sectors’ contracts.

Reconciliation of Cash flow from operating activities to Cash flow from operations excluding working capital (CFFO): Integrated Power

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow from operating activities (a)	(249)	638	ns	(1,285)	ns
(Increase) decrease in working capital (b) *	(941)	(66)	ns	(1,715)	ns
Inventory effect (c)	-	-	-	-	ns
Capital gain from renewable project sales (d)	-	-	-	3	-100%
Organic loan repayments from equity affiliates (e)	-	1	ns	6	-100%
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e)	692	705	-2%	440	+57%

* Changes in working capital are presented excluding the mark-to-market effect of Integrated Power sectors’ contracts.

Reconciliation of Cash flow from operating activities to Cash flow from operations excluding working capital (CFFO): Refining & Chemicals

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow from operating activities (a)	(2,129)	4,825	ns	(851)	ns
(Increase) decrease in working capital (b)	(3,526)	4,161	ns	(2,183)	ns
Inventory effect (c)	108	(507)	ns	(415)	ns
Capital gain from renewable project sales (d)	-	-	-	-	ns
Organic loan repayments from equity affiliates (e)	2	2	ns	(14)	ns
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e)	1,291	1,173	+10%	1,733	-26%

Reconciliation of Cash flow from operating activities to Cash flow from operations excluding working capital (CFFO): Marketing & Services

In millions of dollars	1Q24	4Q23	1Q24 vs 4Q23	1Q23	1Q24 vs 1Q23
Cash flow from operating activities (a)	(108)	1,759	ns	(673)	ns
(Increase) decrease in working capital (b)	(604)	1,457	ns	(1,042)	ns
Inventory effect (c)	17	(217)	ns	(87)	ns
Capital gain from renewable project sales (d)	-	-	-	-	ns
Organic loan repayments from equity affiliates (e)	-	-	-	-	ns
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e)	479	519	-8%	456	+5%

GEARING RATIO

In millions of dollars	3/31/2024	12/31/2023	3/31/2023
Current borrowings *	16,068	7,869	16,280
Other current financial liabilities	481	446	597
Current financial assets , *	(5,969)	(6,256)	(7,223)
Net financial assets classified as held for sale *	(11)	17	(38)
Non-current financial debt *	30,452	32,722	34,820
Non-current financial assets *	(1,165)	(1,229)	(1,101)
Cash and cash equivalents	(25,640)	(27,263)	(27,985)
Net debt (a)	14,216	6,306	15,350

Shareholders’ equity - TotalEnergies share	118,409	116,753	115,581
Non-controlling interests	2,734	2,700	2,863
Shareholders' equity (b)	121,143	119,453	118,444

Gearing = a / (a+b)	10.5%	5.0%	11.5%

Leases (c)	8,013	8,275	8,131
Gearing including leases (a+c) / (a+b+c)	15.5%	10.9%	16.5%

* Excludes leases receivables and leases debts.

** Including initial margins held as part of the Company's activities on organized markets.

RETURN ON AVERAGE CAPITAL EMPLOYED (ROACE)

Twelve months ended March 31, 2024

In millions of dollars	Exploration & Production	Integrated LNG	Integrated Power	Refining & Chemicals	Marketing & Services	Company

Adjusted net operating income	10,839	5,350	2,094	3,998	1,433	23,278
Capital employed at 3/31/2023	67,658	34,183	18,982	10,115	8,811	139,830
Capital employed at 3/31/2024	64,968	36,678	22,890	9,360	8,013	141,494
ROACE	16.3%	15.1%	10.0%	41.1%	17.0%	16.5%

RECONCILIATION OF CAPITAL EMPLOYED (BALANCE SHEET) AND CALCULATION OF ROACE

In millions of dollars	Exploration & Production	Integrated LNG	Integrated Power	Refining & Chemicals	Marketing & Services	Corporate	Inter- Company	Company
Adjusted net operating income 1st quarter 2024	2,550	1,222	611	962	255	(90)	-	5,510
Adjusted net operating income 4th quarter 2023	2,802	1,456	527	633	306	(178)	-	5,546
Adjusted net operating income 3rd quarter 2023	3,138	1,342	506	1,399	423	80	-	6,888
Adjusted net operating income 2nd quarter 2023	2,349	1,330	450	1,004	449	(248)	-	5,334
Adjusted net operating income ( a )	10,839	5,350	2,094	3,998	1,433	(436)	-	23,278


Balance sheet as of March 31, 2024
Property plant and equipment intangible assets net	84,713	25,054	13,626	12,089	6,508	665	-	142,655
Investments & loans in equity affiliates	2,889	14,387	8,831	4,142	1,007		-	31,256
Other non-current assets	3,626	2,500	1,280	715	1,236	31	-	9,388
Inventories, net	1,428	1,010	657	13,390	3,744	-	-	20,229
Accounts receivable, net	6,329	8,061	6,819	20,658	9,822	983	(28,474)	24,198
Other current assets	6,404	8,918	5,939	2,674	3,288	5,024	(11,632)	20,615
Accounts payable	(6,347)	(9,053)	(6,565)	(32,774)	(10,361)	(874)	28,327	(37,647)
Other creditors and accrued liabilities	(9,053)	(10,425)	(6,071)	(6,449)	(5,656)	(7,074)	11,779	(32,949)
Working capital	(1,239)	(1,489)	779	(2,501)	837	(1,941)	-	(5,554)
Provisions and other non-current liabilities	(25,021)	(3,774)	(1,902)	(3,678)	(1,235)	830	-	(34,780)
Assets and liabilities classified as held for sale	-	-	276	131	-	-	-	407
Capital Employed (Balance sheet)	64,968	36,678	22,890	10,898	8,353	(415)	-	143,372
Less inventory valuation effect	-	-	-	(1,538)	(340)	-	-	(1,878)
Capital Employed at replacement cost (b)	64,968	36,678	22,890	9,360	8,013	(415)	-	141,494


Balance sheet as of March 31, 2023
Property plant and equipment intangible assets net	88,954	24,420	7,172	11,476	8,036	675	-	140,733
Investments & loans in equity affiliates	2,344	13,013	9,580	4,471	589	-	-	29,997
Other non-current assets	3,253	3,034	445	656	1,077	225	-	8,690
Inventories, net	1,486	1,520	883	14,637	4,260	-	-	22,786
Accounts receivable, net	6,514	10,988	8,273	18,509	8,777	1,843	(30,776)	24,128
Other current assets	6,131	14,144	9,492	2,732	3,409	2,922	(10,677)	28,153
Accounts payable	(5,493)	(12,295)	(6,951)	(29,927)	(10,469)	(1,751)	30,849	(36,037)
Other creditors and accrued liabilities	(10,938)	(16,778)	(8,855)	(7,018)	(5,220)	(4,373)	10,604	(42,578)
Working capital	(2,300)	(2,421)	2,842	(1,067)	757	(1,359)	-	(3,548)
Provisions and other non-current liabilities	(24,812)	(3,863)	(1,213)	(3,789)	(1,273)	540	-	(34,410)
Assets and liabilities classified as held for sale	219	-	156	88	-	-	-	463
Capital Employed (Balance sheet)	67,658	34,183	18,982	11,835	9,186	81	-	141,925
Less inventory valuation effect	-	-	-	(1,720)	(375)	-	-	(2,095)
Capital Employed at replacement cost (c)	67,658	34,183	18,982	10,115	8,811	81	-	139,830

ROACE as a percentage (a/average(b+c))	16.3%	15.1%	10.0%	41.1%	17.0%			16.5%

GLOSSARY

Acquisitions net of assets sales is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow used in investing activities. Acquisition net of assets sales refer to acquisitions minus assets sales (including other operations with non-controlling interests). This indicator can be a valuable tool for decision makers, analysts and shareholders alike because it illustrates the allocation of cash flow used for growing the Company’s asset base via external growth opportunities.

Adjusted EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) is a non-GAAP financial measure and its most directly comparable IFRS measure is Net Income. It refers to the adjusted earnings before depreciation, depletion and impairment of tangible and intangible assets and mineral interests, income tax expense and cost of net debt, i.e., all operating income and contribution of equity affiliates to net income. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to measure and compare the Company’s profitability with utility companies (energy sector).

Adjusted net income (TotalEnergies share) is a non-GAAP financial measure and its most directly comparable IFRS measure is Net Income (TotalEnergies share). Adjusted Net Income (TotalEnergies share) refers to Net Income (TotalEnergies share) less adjustment items to Net Income (TotalEnergies share). Adjustment items are inventory valuation effect, effect of changes in fair value, and special items. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to evaluate the Company’s operating results and to understand its operating trends by removing the impact of non-operational results and special items.

Capital Employed is a non-GAAP financial measure. They are calculated at replacement cost and refer to capital employed (balance sheet) less inventory valuations effect. Capital employed (balance sheet) refers to the sum of the following items: (i) Property, plant and equipment, intangible assets, net, (ii) Investments & loans in equity affiliates, (iii) Other non-current assets, (iv) Working capital which is the sum of: Inventories, net, Accounts receivable, net, other current assets, Accounts payable, Other creditors and accrued liabilities(v) Provisions and other non-current liabilities and (vi) Assets and liabilities classified as held for sale. Capital Employed can be a valuable tool for decision makers, analysts and shareholders alike to provide insight on the amount of capital investment used by the Company or its business segments to operate. Capital Employed is used to calculate the Return on Average Capital Employed (ROACE).

Cash Flow From Operations excluding working capital (CFFO) is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow from operating activities. Cash Flow From Operations excluding working capital is defined as cash flow from operating activities before changes in working capital at replacement cost, excluding the mark-to-market effect of Integrated LNG and Integrated Power contracts, including capital gain from renewable projects sales and including organic loan repayments from equity affiliates. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to help understand changes in cash flow from operating activities, excluding the impact of working capital changes across periods on a consistent basis and with the performance of peer companies in a manner that, when viewed in combination with the Company’s results prepared in accordance with GAAP, provides a more complete understanding of the factors and trends affecting the Company’s business and performance. This performance indicator is used by the Company as a base for its cash flow allocation and notably to guide on the share of its cash flow to be allocated to the distribution to shareholders.

Debt adjusted cash flow (DACF) is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow from operating activities. DACF is defined as Cash Flow From Operations excluding working capital (CFFO) without financial charges. This indicator can be a valuable tool for decision makers, analysts and shareholders alike because it corresponds to the funds theoretically available to the Company for investments, debt repayment and distribution to shareholders, and therefore facilitates comparison of the Company’s results of operations with those of other registrants, independent of their capital structure and working capital requirements.

Free cash flow after Organic Investments is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow from operating activities. Free cash flow after Organic Investments, refers to Cash Flow From Operations excluding working capital minus Organic Investments. Organic Investments refer to Net Investments excluding acquisitions, asset sales and other transactions with non-controlling interests. This indicator can be a valuable tool for decision makers, analysts and shareholders alike because it illustrates operating cash flow generated by the business post allocation of cash for Organic Investments.

Gearing is a non-GAAP financial measure and its most directly comparable IFRS measure is the ratio of total financial liabilities to total equity. Gearing is a Net-debt-to-capital ratio, which is calculated as the ratio of Net debt excluding leases to (Equity + Net debt excluding leases). This indicator can be a valuable tool for decision makers, analysts and shareholders alike to assess the strength of the Company’s balance sheet.

Net cash flow is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow from operating activities. Net cash flow refers to Cash Flow From Operations excluding working capital minus Net Investments. Net cash flow can be a valuable tool for decision makers, analysts and shareholders alike because it illustrates cash flow generated by the operations of the Company post allocation of cash for Organic Investments and Acquisition net of assets sales (acquisitions - assets sales - other operations with non-controlling interests). This performance indicator corresponds to the cash flow available to repay debt and allocate cash to shareholder distribution or share buybacks.

Net investments is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow used in investing activities. Net Investments refer to Cash flow used in investing activities including other transactions with non-controlling interests, including change in debt from renewable projects financing, including expenditures related to carbon credits, including capex linked to capitalized leasing contracts and excluding organic loan repayment from equity affiliates. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to illustrate the cash directed to growth opportunities, both internal and external, thereby showing, when combined with the Company’s cash flow statement prepared under IFRS, how cash is generated and allocated for uses within the organization. Net Investments are the sum of Organic Investments and Acquisition net of assets sales each of which is described in the Glossary.

Organic investments is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow used in investing activities. Organic investments refers to Net Investments, excluding acquisitions, asset sales and other operations with non-controlling interests. Organic Investments can be a valuable tool for decision makers, analysts and shareholders alike because it illustrates cash flow used by the Company to grow its asset base, excluding sources of external growth.

Payout is a non-GAAP financial measure. Payout is defined as the ratio of the dividends and share buybacks to the Cash Flow From Operations excluding working capital. This indicator can be a valuable tool for decision makers, analysts and shareholders as it provides the portion of the Cash Flow From Operations excluding working capital distributed to the shareholder.

Return on Average Capital Employed (ROACE) is a non-GAAP financial measure. ROACE is the ratio of Adjusted Net Operating Income to average Capital Employed at replacement cost between the beginning and the end of the period. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to measure the profitability of the Company’s average Capital Employed in its business operations and is used by the Company to benchmark its performance internally and externally with its peers.

CONSOLIDATED STATEMENT OF INCOME

TotalEnergies

(unaudited)

	1st quarter		4th quarter		1st quarter
(M$)(a)	2024		2023		2023

Sales	56,278	59,237		62,603
Excise taxes	(4,395)	(4,472)		(4,370)
Revenues from sales	51,883	54,765		58,233

Purchases, net of inventory variation	(33,780)	(37,150)		(38,351)
Other operating expenses	(7,643)	(7,166)		(7,785)
Exploration costs	(88)	(174)		(92)
Depreciation, depletion and impairment of tangible assets and mineral interests	(2,942)	(3,539)		(3,062)
Other income	1,758	2,685		341
Other expense	(315)	(802)		(300)

Financial interest on debt	(708)	(660)		(710)
Financial income and expense from cash & cash equivalents	472	439		393
Cost of net debt	(236)	(221)		(317)

Other financial income	306	303		258
Other financial expense	(215)	(189)		(183)

Net income (loss) from equity affiliates	18	(136)		960

Income taxes	(2,942)		(3,339)		(4,071)
Consolidated net income	5,804		5,037		5,631
TotalEnergies share	5,721	5,063		5,557
Non-controlling interests	83		(26)		74
Earnings per share ($)	2.42	2.11		2.23
Fully-diluted earnings per share ($)	2.40		2.09		2.21

(a) Except for per share amounts.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

TotalEnergies

(unaudited)

	1st quarter		4th quarter		1st quarter
(M$)	2024		2023		2023

Consolidated net income	5,804		5,037		5,631

Other comprehensive income

Actuarial gains and losses	(2)	(251)		3
Change in fair value of investments in equity instruments	40	(17)		4
Tax effect	(8)	42		(8)
Currency translation adjustment generated by the parent company	(1,506)		3,025		1,466
Items not potentially reclassifiable to profit and loss	(1,476)		2,799		1,465
Currency translation adjustment	1,099	(3,182)		(1,250)
Cash flow hedge	807	701		1,202
Variation of foreign currency basis spread	(15)	(16)		(3)
share of other comprehensive income of equity affiliates, net amount	(76)	(144)		(98)
Other	2	3		3
Tax effect	(219)		(212)		(336)
Items potentially reclassifiable to profit and loss	1,598		(2,850)		(482)
Total other comprehensive income (net amount)	122		(51)		983

Comprehensive income	5,926		4,986		6,614
TotalEnergies share	5,870	4,995		6,550
Non-controlling interests	56	(9)		64

CONSOLIDATED BALANCE SHEET

TotalEnergies

	March 31,		December 31,		March 31,
	2024	2023		2023
(M$)	(unaudited)				(unaudited)

ASSETS

Non-current assets
Intangible assets, net	33,193	33,083		33,234
Property, plant and equipment, net	109,462	108,916		107,499
Equity affiliates : investments and loans	31,256	30,457		29,997
Other investments	1,895	1,543		1,209
Non-current financial assets	2,308	2,395		2,357
Deferred income taxes	3,165	3,418		4,772
Other non-current assets	4,328		4,313		2,709
Total non-current assets	185,607		184,125		181,777

Current assets
Inventories, net	20,229	19,317		22,786
Accounts receivable, net	24,198	23,442		24,128
Other current assets	20,615	20,821		28,153
Current financial assets	6,319	6,585		7,535
Cash and cash equivalents	25,640	27,263		27,985
Assets classified as held for sale	525		2,101		668
Total current assets	97,526		99,529		111,255
Total assets	283,133		283,654		293,032

LIABILITIES & SHAREHOLDERS' EQUITY

Shareholders' equity
Common shares	7,548	7,616		7,828
Paid-in surplus and retained earnings	129,937	126,857		123,357
Currency translation adjustment	(14,167)	(13,701)		(12,784)
Treasury shares	(4,909)		(4,019)		(2,820)
Total shareholders' equity - TotalEnergies Share	118,409		116,753		115,581
Non-controlling interests	2,734		2,700		2,863
Total shareholders' equity	121,143		119,453		118,444

Non-current liabilities
Deferred income taxes	11,878	11,688		11,300
Employee benefits	1,941	1,993		1,840
Provisions and other non-current liabilities	20,961	21,257		21,270
Non-current financial debt	38,053		40,478		42,915
Total non-current liabilities	72,833		75,416		77,325

Current liabilities
Accounts payable	37,647	41,335		36,037
Other creditors and accrued liabilities	32,949	36,727		42,578
Current borrowings	17,973	9,590		17,884
Other current financial liabilities	481	446		597
Liabilities directly associated with the assets classified as held for sale	107		687		167
Total current liabilities	89,157		88,785		97,263
Total liabilities & shareholders' equity	283,133		283,654		293,032

CONSOLIDATED STATEMENT OF CASH FLOW

TotalEnergies

(unaudited)
	1st quarter		4th quarter		1st quarter
(M$)	2024		2023		2023
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income	5,804	5,037		5,631
Depreciation, depletion, amortization and impairment	3,036	3,815		3,187
Non-current liabilities, valuation allowances and deferred taxes	292	(268)		314
(Gains) losses on disposals of assets	(1,610)	(2,609)		(252)
Undistributed affiliates' equity earnings	288	940		(349)
(Increase) decrease in working capital	(5,686)	8,308		(3,419)
Other changes, net	45		927		21
Cash flow from operating activities	2,169	16,150		5,133
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions	(3,420)	(5,076)		(4,968)
Acquisitions of subsidiaries, net of cash acquired	(759)	(10)		(136)
Investments in equity affiliates and other securities	(488)	(1,066)		(1,407)
Increase in non-current loans	(538)		(683)		(389)
Total expenditures	(5,205)	(6,835)		(6,900)
Proceeds from disposals of intangible assets and property, plant and equipment	337	2,776		68
Proceeds from disposals of subsidiaries, net of cash sold	1,218	3,333		183
Proceeds from disposals of non-current investments	34	-		49
Repayment of non-current loans	149		94		238
Total divestments	1,738		6,203		538
Cash flow used in investing activities	(3,467)	(632)		(6,362)
CASH FLOW USED IN FINANCING ACTIVITIES
Issuance (repayment) of shares:
- Parent company shareholders	-	-		-
- Treasury shares	(2,006)	(2,964)		(2,103)
Dividends paid:
- Parent company shareholders	(1,903)	(1,869)		(1,844)
- Non-controlling interests	(6)	(17)		(21)
Net issuance (repayment) of perpetual subordinated notes	-	-		-
Payments on perpetual subordinated notes	(159)	(54)		(158)
Other transactions with non-controlling interests	(17)	(16)		(86)
Net issuance (repayment) of non-current debt	42	(21)		118
Increase (decrease) in current borrowings	3,536	(8,458)		(1,274)
Increase (decrease) in current financial assets and liabilities	271	360		1,394
Cash flow from (used in) financing activities	(242)		(13,039)		(3,974)
Net increase (decrease) in cash and cash equivalents	(1,540)		2,479		(5,203)
Effect of exchange rates	(83)	53		162
Cash and cash equivalents at the beginning of the period	27,263		24,731		33,026
Cash and cash equivalents at the end of the period	25,640		27,263		27,985

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

TotalEnergies

(unaudited)
	Common shares issued		Paid-in	Currency	Treasury shares		Shareholders’	Non-	Total
			surplus and	translation			equity -	controlling	shareholders'
			retained	adjustment			TotalEnergies	interests	equity
(M$)	Number	Amount	earnings		Number	Amount	Share
As of January 1, 2023	2,619,131,285	8,163	123,951	(12,836)	(137,187,667)	(7,554)	111,724	2,846	114,570
Net income of the first quarter 2023	-	-	5,557	-	-	-	5,557	74	5,631
Other comprehensive income	-	-	913	80	-	-	993	(10)	983
Comprehensive Income	-	-	6,470	80	-	-	6,550	64	6,614
Dividend	-	-	-	-	-	-	-	(21)	(21)
Issuance of common shares	-	-	-	-	-	-	-	-	-
Purchase of treasury shares	-	-	-	-	(33,842,858)	(2,703)	(2,703)	-	(2,703)
Sale of treasury shares(a)	-	-	(395)	-	6,446,384	395	-	-	-
Share-based payments	-	-	54	-	-	-	54	-	54
Share cancellation	(128,869,261)	(335)	(6,707)	-	128,869,261	7,042	-	-	-
Net issuance (repayment) of perpetual subordinated notes
Payments on perpetual subordinated notes	-	-	(77)	-	-	-	(77)	-	(77)
Other operations with non-controlling interests	-	-	39	(28)	-	-	11	(25)	(14)
Other items	-	-	22	-	-	-	22	(1)	21
As of March 31, 2023	2,490,262,024	7,828	123,357	(12,784)	(35,714,880)	(2,820)	115,581	2,863	118,444
Net income from April 1 to December 31, 2023	-	-	15,827	-	-	-	15,827	52	15,879
Other comprehensive income	-	-	1,074	(917)	-	-	157	(33)	124
Comprehensive Income	-	-	16,901	(917)	-	-	15,984	19	16,003
Dividend	-	-	(7,611)	-	-	-	(7,611)	(290)	(7,901)
Issuance of common shares	8,002,155	22	361	-	-	-	383	-	383
Purchase of treasury shares	-	-	-	-	(110,857,719)	(6,464)	(6,464)	-	(6,464)
Sale of treasury shares(a)	-	-	(1)	-	17,042	1	-	-	-
Share-based payments	-	-	237	-	-	-	237	-	237
Share cancellation	(86,012,344)	(234)	(5,030)	-	86,012,344	5,264	-	-	-
Net issuance (repayment) of perpetual subordinated notes	-	-	(1,107)	-	-	-	(1,107)	-	(1,107)
Payments on perpetual subordinated notes	-	-	(217)	-	-	-	(217)	-	(217)
Other operations with non-controlling interests	-	-	(9)	-	-	-	(9)	110	101
Other items	-	-	(24)	-	-	-	(24)	(2)	(26)
As of December 31, 2023	2,412,251,835	7,616	126,857	(13,701)	(60,543,213)	(4,019)	116,753	2,700	119,453
Net income of the first quarter 2024	-	-	5,721	-	-	-	5,721	83	5,804
Other comprehensive income	-	-	614	(465)	-	-	149	(27)	122
Comprehensive Income	-	-	6,335	(465)	-	-	5,870	56	5,926
Dividend	-	-	-	-	-	-	-	(6)	(6)
Issuance of common shares	-	-	-	-	-	-	-	-	-
Purchase of treasury shares	-	-	-	-	(30,581,230)	(2,556)	(2,556)	-	(2,556)
Sale of treasury shares(a)	-	-	-	-	2,957	-	-	-	-
Share-based payments	-	-	59	-	-	-	59	-	59
Share cancellation	(25,405,361)	(68)	(1,597)	-	25,405,361	1,665	-	-	-
Net issuance (repayment) of perpetual subordinated notes	-	-	(1,679)	-	-	-	(1,679)	-	(1,679)
Payments on perpetual subordinated notes	-	-	(71)	-	-	-	(71)	-	(71)
Other operations with non-controlling interests	-	-	-	-	-	-	-	(17)	(17)
Other items	-	-	33	(1)	-	1	33	1	34
As of March 31, 2024	2,386,846,474	7,548	129,937	(14,167)	(65,716,125)	(4,909)	118,409	2,734	121,143

(a)Treasury shares related to the performance share grants.

INFORMATION BY BUSINESS SEGMENT

TotalEnergies

(unaudited)

1st quarter 2024
	Exploration	Integrated	Integrated	Refining	Marketing
	&	LNG	Power	&	&	Corporate	Intercompany	Total
(M$)	Production			Chemicals	Services
External sales	1,318	2,659	7,082	24,533	20,671	15	-	56,278
Intersegment sales	9,735	3,495	790	8,143	269	63	(22,495)	-
Excise taxes	-	-	-	(170)	(4,225)	-	-	(4,395)
Revenues from sales	11,053	6,154	7,872	32,506	16,715	78	(22,495)	51,883
Operating expenses	(4,444)	(4,784)	(7,565)	(30,888)	(16,096)	(229)	22,495	(41,511)
Depreciation, depletion and impairment of tangible assets and mineral interests	(1,917)	(321)	(97)	(376)	(206)	(25)	-	(2,942)
Net income (loss) from equity affiliates and other items	97	495	(615)	68	1,480	27	-	1,552
Tax on net operating income	(2,261)	(284)	(40)	(255)	(108)	55	-	(2,893)
Adjustment (a)	(22)	38	(1,056)	93	1,530	(4)	-	579
Adjusted net operating income	2,550	1,222	611	962	255	(90)	-	5,510
Adjustment (a)								579
Net cost of net debt								(285)
Non-controlling interests								(83)
Net income - TotalEnergies share								5,721

(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 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.

1st quarter 2024	Exploration	Integrated	Integrated	Refining	Marketing
	&	LNG	Power	&	&	Corporate	Intercompany	Total
(M$)	Production			Chemicals	Services

Total expenditures	2,294	565	1,739	435	144	28	-	5,205
Total divestments	306	50	62	38	1,281	1	-	1,738
Cash flow from operating activities	3,590	1,710	(249)	(2,129)	(108)	(645)	-	2,169

INFORMATION BY BUSINESS SEGMENT

TotalEnergies

(unaudited)

4th quarter 2023
	Exploration	Integrated	Integrated	Refining	Marketing
	&	LNG	Power	&	&	Corporate	Intercompany	Total
(M$)	Production			Chemicals	Services
External sales	1,622	3,050	7,350	24,372	22,826	17	-	59,237
Intersegment sales	10,630	3,651	1,276	8,796	157	26	(24,536)	-
Excise taxes	-	-	-	(216)	(4,256)	-	-	(4,472)
Revenues from sales	12,252	6,701	8,626	32,952	18,727	43	(24,536)	54,765
Operating expenses	(5,084)	(5,289)	(7,787)	(32,367)	(18,289)	(210)	24,536	(44,490)
Depreciation, depletion and impairment of tangible assets and mineral interests	(2,334)	(440)	(97)	(394)	(236)	(38)	-	(3,539)
Net income (loss) from equity affiliates and other items	(370)	560	(17)	(158)	1,917	(71)	-	1,861
Tax on net operating income	(2,371)	(217)	(156)	76	(718)	91	-	(3,295)
Adjustment (a)	(709)	(141)	42	(524)	1,095	(7)	-	(244)
Adjusted net operating income	2,802	1,456	527	633	306	(178)	-	5,546
Adjustment (a)								(244)
Net cost of net debt								(265)
Non-controlling interests								26
Net income - TotalEnergies share								5,063

(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 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.

4th quarter 2023	Exploration	Integrated	Integrated	Refining	Marketing
	&	LNG	Power	&	&	Corporate	Intercompany	Total
(M$)	Production			Chemicals	Services
Total expenditures	3,080	855	1,241	1,011	588	60	-	6,835
Total divestments	4,362	28	32	22	1,754	5	-	6,203
Cash flow from operating activities	5,708	2,702	638	4,825	1,759	518	-	16,150

INFORMATION BY BUSINESS SEGMENT

TotalEnergies

(unaudited)

1st quarter 2023	Exploration	Integrated	Integrated	Refining	Marketing
	&	LNG	Power	&	&	Corporate	Intercompany	Total
(M$)	Production			Chemicals	Services
External sales	1,954	4,872	8,555	24,855	22,359	8	-	62,603
Intersegment sales	10,728	5,999	1,685	9,061	120	57	(27,650)	-
Excise taxes	-	-	-	(184)	(4,186)	-	-	(4,370)
Revenues from sales	12,682	10,871	10,240	33,732	18,293	65	(27,650)	58,233
Operating expenses	(4,762)	(9,445)	(9,831)	(31,892)	(17,787)	(161)	27,650	(46,228)
Depreciation, depletion and impairment of tangible assets and mineral interests	(2,066)	(288)	(47)	(414)	(224)	(23)	-	(3,062)
Net income (loss) from equity affiliates and other items	68	804	(70)	52	243	(21)	-	1,076
Tax on net operating income	(3,398)	(205)	(111)	(325)	(119)	63	-	(4,095)
Adjustment (a)	(129)	(335)	(189)	(465)	126	-	-	(992)
Adjusted net operating income	2,653	2,072	370	1,618	280	(77)	-	6,916
Adjustment (a)								(992)
Net cost of net debt								(293)
Non-controlling interests								(74)
Net income - TotalEnergies share								5,557

(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 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.

1st quarter 2023
	Exploration	Integrated	Integrated	Refining	Marketing
	&	LNG	Power	&	&	Corporate	Intercompany	Total
(M$)	Production			Chemicals	Services
Total expenditures	4,052	1,195	1,234	225	159	35	-	6,900
Total divestments	31	49	149	8	301	-	-	538
Cash flow from operating activities	4,536	3,536	(1,285)	(851)	(673)	(130)	-	5,133

TotalEnergies

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIRST THREE MONTHS 2024

(unaudited)

1) Basis of preparation of the consolidated financial statements

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and IFRS as published by the International Accounting Standards Board (IASB).

The interim consolidated financial statements of TotalEnergies SE and its subsidiaries (the Company) as of March 31, 2024, are presented in U.S. dollars and have been prepared in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting”.

The accounting principles applied for the consolidated financial statements at March 31, 2024, are consistent with those used for the financial statements at December 31, 2023.

The preparation of financial statements in accordance with IFRS for the closing as of March 31, 2024 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.

The main estimates, judgments and assumptions relate to the estimation of hydrocarbon reserves in application of the successful efforts method for the oil and gas activities, asset impairments, employee benefits, asset retirement obligations and income taxes. These estimates and assumptions are described in the Notes to the Consolidated Financial Statements as of December 31, 2023.

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.

Furthermore, when the accounting treatment of a specific transaction is not addressed by any accounting standard or interpretation, the General Management of the Company applies its judgment to define and apply accounting policies that provide information consistent with the general IFRS concepts: faithful representation, relevance and materiality.

2) Changes in the Company structure

2.1) Main acquisitions and divestments

➢

Exploration & Production

In February 2024, TotalEnergies and its partner SOCAR (State Oil Company of the Republic of Azerbaijan) have completed the sale of 15% interest each in the Absheron gas field to ADNOC (Abu Dhabi National Oil Company). Following the completion of this transaction, TotalEnergies holds a 35% stake in the Absheron gas field alongside SOCAR (35%) and ADNOC (30%).

March 31, 2024 - Notes to the consolidated financial statements - 1/11

➢

Integrated Power

In February 2024, TotalEnergies has finalized the acquisition of three gas-fired power plants with a total capacity of 1.5 GW in Texas from TexGen, a U.S.-based company for a net investment of $635 million.

➢

Marketing & Services

In January 2024, TotalEnergies has finalized the partial divestment of retail network in Belgium and Luxembourg and the full divestment in the Netherlands to Alimentation Couche-Tard for 1.4 billion dollars.

2.2) Major business combinations

➢

Integrated Power

Acquisition of 1.5 GW Power Generation Capacity in Texas

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. A preliminary purchase price allocation has been done in the first quarter after the closing and will be finalized within 12 months following the acquisition date.

2.3) Divestment projects

As of March 31, 2024, there is no material divestment project recorded in “assets classified as held for sale”.

3) Business segment information

Description of the business segments

The operational profit and assets are broken down by business segment prior to the consolidation and inter-segment adjustments.

Sales prices for transactions between business segments approximate market prices.

The reporting structure for the business segments’ financial information 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;

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.

March 31, 2024 - Notes to the consolidated financial statements - 2/11

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 non-consolidated 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.

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 method.

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.

March 31, 2024 - Notes to the consolidated financial statements - 3/11

3.1) Information by business segment

1st quarter 2024 (M$)	Exploration & Production		Integrated LNG		Integrated Power		Refining & Chemicals		Marketing & Services		Corporate		Intercompany		Total
External sales	1,318		2,659		7,082		24,533		20,671		15		-		56,278
Intersegment sales	9,735		3,495		790		8,143		269		63		(22,495	)	-
Excise taxes	-		-		-		(170	)	(4,225	)	-		-		(4,395	)
Revenues from sales	11,053		6,154		7,872		32,506		16,715		78		(22,495	)	51,883
Operating expenses	(4,444	)	(4,784	)	(7,565	)	(30,888	)	(16,096	)	(229	)	22,495		(41,511	)
Depreciation, depletion and impairment of tangible assets and mineral interests	(1,917	)	(321	)	(97	)	(376	)	(206	)	(25	)	-		(2,942	)
Net income (loss) from equity affiliates and other items	97		495		(615	)	68		1,480		27		-		1,552
Tax on net operating income	(2,261	)	(284	)	(40	)	(255	)	(108	)	55		-		(2,893	)
Adjustment (a)	(22	)	38		(1,056	)	93		1,530		(4	)	-		579
Adjusted net operating income	2,550		1,222		611		962		255		(90	)	-		5,510
Adjustment (a)															579
Net cost of net debt															(285	)
Non-controlling interests															(83	)
Net income - TotalEnergies share															5,721

(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 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.

1st quarter 2024 (M$)	Exploration & Production	Integrated LNG	Integrated Power		Refining & Chemicals		Marketing & Services		Corporate		Intercompany	Total
Total expenditures	2,294	565	1,739		435		144		28		-	5,205
Total divestments	306	50	62		38		1,281		1		-	1,738
Cash flow from operating activities	3,590	1,710	(249	)	(2,129	)	(108	)	(645	)	-	2,169

March 31, 2024 - Notes to the consolidated financial statements - 4/11

1st quarter 2023 (M$)	Exploration & Production		Integrated LNG		Integrated Power		Refining & Chemicals		Marketing & Services		Corporate		Intercompany		Total
External sales	1,954		4,872		8,555		24,855		22,359		8		-		62,603
Intersegment sales	10,728		5,999		1,685		9,061		120		57		(27,650	)	-
Excise taxes	-		-		-		(184	)	(4,186	)	-		-		(4,370	)
Revenues from sales	12,682		10,871		10,240		33,732		18,293		65		(27,650	)	58,233
Operating expenses	(4,762	)	(9,445	)	(9,831	)	(31,892	)	(17,787	)	(161	)	27,650		(46,228	)
Depreciation, depletion and impairment of	(2,066	)	(288	)	(47	)	(414	)	(224	)	(23	)	-		(3,062	)
tangible assets and mineral interests
Net income (loss) from equity affiliates and	68		804		(70	)	52		243		(21	)	-		1,076
other items
Tax on net operating income	(3,398	)	(205	)	(111	)	(325	)	(119	)	63		-		(4,095	)
Adjustment (a)	(129	)	(335	)	(189	)	(465	)	126		-		-		(992	)
Adjusted net operating income	2,653		2,072		370		1,618		280		(77	)	-		6,916
Adjustment (a)															(992	)
Net cost of net debt															(293	)
Non-controlling interests															(74	)
Net income - TotalEnergies share															5,557

(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 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.

1st quarter 2023 (M$)	Exploration & Production	Integrated LNG	Integrated Power		Refining & Chemicals		Marketing & Services		Corporate		Intercompany	Total
Total expenditures	4,052	1,195	1,234		225		159		35		-	6,900
Total divestments	31	49	149		8		301		-		-	538
Cash flow from operating activities	4,536	3,536	(1,285	)	(851	)	(673	)	(130	)	-	5,133

March 31, 2024 - Notes to the consolidated financial statements - 5/11

3.2) Adjustment items

The main adjustement items for 2024 are the following:

An “Inventory valuation effect” amounting to $ 107 million in net operating income for the Refining & Chemicals and Marketing & Services segments;

An “Effect of changes in fair value” amounting to $(320) million in net operating income for the Integrated LNG and Integrated Power segments;

An impairment of $(644) million in net operating income of the Company’s minority stake in Sunpower and Maxeon, based on their market value for the Integrated Power segment;

Capital gains on disposal for an amount of $ 1,507 million in net operating income generated in particular on the partial divestment of retail network in Belgium and Luxembourg and the full divestment in the Netherlands for the Marketing & Services segment. This amount includes the revaluation of shares held and consolidated under the equity method in Belgium and Luxembourg.

The detail of the adjustment items is presented in the table below.

ADJUSTMENTS TO NET OPERATING INCOME
		Exploration		Integrated		Integrated		Refining		Marketing		Corporate		Total
		&		LNG		Power		&		&
(M$)		Production						Chemicals		Services
1st quarter 2024	Inventory valuation effect	-		-		-		93		14		-		107
	Effect of changes in fair value	-		38		(358	)	-		-		-		(320	)
	Restructuring charges	-		-		-		-		-		-		-
	Asset impairment and provisions charges	-		-		(644	)	-		-		-		(644	)
	Gains (losses) on disposals of assets	(9	)	-		-		-		1,516		-		1,507
	Other items	(13	)	-		(54	)	-		-		(4	)	(71	)
Total		(22	)	38		(1,056	)	93		1,530		(4	)	579
1st quarter 2023	Inventory valuation effect	-		-		-		(327	)	(64	)	-		(391	)
	Effect of changes in fair value	-		(331	)	(103	)	-		-		-		(434	)
	Restructuring charges	-		-		-		-		-		-		-
	Asset impairment and provisions charges	-		-		-		(60	)	-		-		(60	)
	Gains (losses) on disposals of assets	-		-		-		-		203		-		203
	Other items	(129	)	(4	)	(86	)	(78	)	(13	)	-		(310	)
Total		(129	)	(335	)	(189	)	(465	)	126		-		(992	)

March 31, 2024 - Notes to the consolidated financial statements - 6/11

4) Shareholders’ equity

Treasury shares (TotalEnergies shares held directly by TotalEnergies SE)

	December 31, 2023	March 31, 2024
Number of treasury shares	60,543,213	65,716,125
Percentage of share capital	2.51%	2.75%

At its meeting on February 6, 2024, the Board of Directors decided, following the authorization of the Extraordinary Shareholder's Meeting on May 25, 2022, to cancel 25 405 361 treasury shares bought back between August 25, 2023 and October 26, 2023.

Dividend

On February 6, 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, 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.

Dividend 2023	First interim	Second interim	Third interim	Final*
Amount	€0.74	€0.74	€0.74	€0.79
Set date	April 26, 2023	July 26, 2023	October 25, 2023	February 6, 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

*Subject to the Shareholder’s decision on May 24,2024

The Board of Directors, at its meeting on April 25, 2024, set the first interim dividend for the fiscal year 2024 at €0.79 per share. The ex-dividend date of this intermin dividend will be September 25, 2024 and it will be paid in cash on October 1st, 2024.

Earnings per share in Euro

Earnings per share in Euro, calculated from the earnings per share in U.S. dollars converted at the average Euro/USD exchange rate for the period, amounted to €2.23 per share for the 1st quarter 2024 (€1.96 per share for the 4th quarter 2023 and €2.08 per share for the 1st quarter 2023). Diluted earnings per share calculated using the same method amounted to €2.21 per share for the 1st quarter 2024 (€1.95 per share for the 4th quarter 2023 and €2.06 per share for the 1st quarter 2023).

Earnings per share are calculated after remuneration of perpetual subordinated notes.

Perpetual subordinated notes

TotalEnergies SE has not issued any perpetual subordinated notes during the first three months of 2024.

On March 20th, 2024, TotalEnergies SE notified its binding intention to fully reimburse the nominal amount of €1,500 million of its perpetual subordinated notes 1.750% issued in April 2019, on their first call date, on April 4th, 2024, resulting in its reclassification as current borrowings as of March 31, 2024.

March 31, 2024 - Notes to the consolidated financial statements - 7/11

Other comprehensive income

Detail of other comprehensive income is presented in the table below:

(M$)	1st quarter 2024	1st quarter 2023
Actuarial gains and losses	(2)	3

Change in fair value of investments in equity instruments	40	4

Tax effect	(8)	(8)
Currency translation adjustment generated by the parent company	(1,506)	1,466
Sub-total items not potentially reclassifiable to profit and loss	(1,476)	1,465

Currency translation adjustment	1,099	(1,250)
- unrealized gain/(loss) of the period	1,097	(1,334)
- less gain/(loss) included in net income	(2)	(84)

Cash flow hedge	807	1,202
- unrealized gain/(loss) of the period	763	1,022
- less gain/(loss) included in net income	(44)	(180)


Variation of foreign currency basis spread	(15)	(3)
- unrealized gain/(loss) of the period	(41)	(12)
- less gain/(loss) included in net income	(26)	(9)

Share of other comprehensive income of	(76)	(98)
equity affiliates, net amount
- unrealized gain/(loss) of the period	(78)	(91)
- less gain/(loss) included in net income	(2)	7

Other	2	3

Tax effect	(219)	(336)
Sub-total items potentially reclassifiable to profit and loss	1,598	(482)
Total other comprehensive income (net amount)	122	983

March 31, 2024 - Notes to the consolidated financial statements - 8/11

Tax effects relating to each component of other comprehensive income are as follows:

		1st quarter 2024			1st quarter 2023

	Pre-tax			Pre-tax
(M$)	amount	Tax effect	Net amount	amount	Tax effect	Net amount
Actuarial gains and losses	(2)	1	(1)	3	(7)	(4)
Change in fair value of investments in equity instruments	40	(9)	31	4	-	4
Currency translation adjustment generated by the parent company	(1,506)	-	(1,506)	1,466	-	1,466

Sub-total items not potentially reclassifiable to profit and loss	(1,468)	(8)	(1,476)	1,473	(7)	1,466
Currency translation adjustment	1,099	-	1,099	(1,250)	-	(1,250)
Cash flow hedge	807	(223)	584	1,202	(337)	865
Variation of foreign currency basis spread	(15)	4	(11)	(3)	1	(2)
Share of other comprehensive income of equity affiliates, net amount	(76)	-	(76)	(98)	-	(98)
Other	2	-	2	3	-	3

Sub-total items potentially reclassifiable to profit and loss	1,817	(219)	1,598	(146)	(336)	(482)

Total other comprehensive income	349	(227)	122	1,327	(343)	984

5) Financial debt

The Company has not issued any new senior bond during the first three months of 2024.

The Company reimbursed two senior bonds during the first three months of 2024:

5.125% bond issued by TotalEnergies Capital in 2009 and maturing in March 2024 (€950 million);

3.700% bond issued by TotalEnergies Capital International in 2013 and maturing in January 2024 ($1,000 million).

Related parties

The related parties are mainly equity affiliates and non-consolidated investments.

There were no major changes concerning transactions with related parties during the first three months of 2024.

March 31, 2024 - Notes to the consolidated financial statements - 9/11

7) Other risks and contingent liabilities

TotalEnergies is not currently aware of any exceptional event, dispute, risks or contingent liabilities that could have a material impact on the assets and liabilities, results, financial position or operations of the TotalEnergies, other than those mentioned below.

Yemen

In Yemen, the deterioration of security conditions in the vicinity of the Balhaf site caused the company Yemen LNG, in which TotalEnergies holds a stake of 39.62%, to stop its commercial production and export of LNG and to declare force majeure to its various stakeholders in 2015. The plant has been put in preservation mode.

Mozambique

Considering the evolution of the security situation in the north of the Cabo Delgado province in Mozambique, TotalEnergies has confirmed on April 26, 2021, the withdrawal of all Mozambique LNG project personnel from the Afungi site. This situation led TotalEnergies, as operator of Mozambique LNG project, to declare force majeure.

Legal and arbitration proceedings

FERC

The Office of Enforcement of the US 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 US 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.

Disputes 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. A new action against the Company, with similar requests for injunction, has started in March 2024 before the commercial court of Tournai in Belgium.

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

March 31, 2024 - Notes to the consolidated financial statements - 10/11

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, US 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.

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. The Company was informed in April 2024 that the Elder Magistrate in charge of criminal matters had decided on October 19, 2023 the dismissal of the complaint.

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.

Kazakhstan

On April 1st, 2024, the Republic of Kazakhstan filed a Statement of Claims in the context of an arbitration involving TotalEnergies EP Kazakhstan and its partners under the production sharing contract related to the North Caspian Sea. TotalEnergies EP Kazakhstan is currently assessing the merits of the claims contained in this statement. Therefore, it is not possible at this date to reliably assess the potential consequences, particularly financial ones, nor the date of their implementation.

8) Subsequent events

There are no post-balance sheet events that could have a material impact on the Company’s financial statements.

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 Refer to the press release published by the Company on August 24, 2022 contesting the accusations made by French newspaper Le Monde.

3 Refer to the press release published by the Company on October 11, 2023 contesting the accusations.

March 31, 2024 - Notes to the consolidated financial statements - 11/11

EX-99.2 3 tm2412491d3_ex99-2.htm EXHIBIT 99.2

EXHIBIT 99.2

RECENT DEVELOPMENTS

The term “TotalEnergies” or the “Company” in this exhibit is used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities.

TotalEnergies announces the first interim dividend of €0.79/share for fiscal year 2024, an increase close to 7% compared to 2023

On April 25, 2024, the Board of Directors of the Company (the “Board of Directors”) met, under the chairmanship of Mr. Patrick Pouyanné, Chairman and Chief Executive Officer, and decided the distribution of a first interim dividend of 0.79 €/share for fiscal year 2024, an increase of 6.8% compared to the three interim dividends paid for fiscal year 2023 and identical to the final ordinary dividend for fiscal year 2023. This increase is in line with the shareholder return policy confirmed by the Board of Directors in February 2024.

This interim dividend will be paid in cash exclusively, according to the following timetable:

	Shareholders	American Depositary Shares holders
Ex-dividend date	September 25, 2024	September 24, 2024

Payment date	October 1, 2024	October 11, 2024

TotalEnergies and Vanguard Renewables, a Portfolio Company of BlackRock’s Diversified Infrastructure Business, Join Forces to Develop Renewable Natural Gas in the United States

On April 24, 2024, TotalEnergies, a global integrated energy company, and Vanguard Renewables, a U.S. leader in farm-based organics-to-renewable natural gas production and a portfolio company of a fund managed by BlackRock’s Diversified Infrastructure business, have signed an agreement to create an equally owned joint venture to develop, build, and operate Farm Powered® renewable natural gas (RNG) projects in the United States. The signing took place in New York on April 12th 2024 in the presence of Patrick Pouyanné, Chairman and CEO of TotalEnergies and Larry Fink, Chairman and CEO of BlackRock.

TotalEnergies and Vanguard Renewables are expected to advance 10 RNG projects into construction over the next 12 months, with a total annual RNG capacity of 0.8 TWh (2.5 Bcf). The three initial projects in this agreement are currently under construction in Wisconsin and Virginia, each with a unit capacity of nearly 75 GWh (0.25 Bcf) of RNG per year.

Beyond these first 10 projects, the partners will consider investing together in a potential pipeline of about 60 projects across the country for a total capacity of 5 TWh (15 Bcf) per year.

Vanguard Renewables, a key RNG player in the United States.

Headquartered near Boston, Massachusetts, Vanguard Renewables was founded in 2014 and has a workforce of approximately 260. The company currently operates 17 organics-to-renewable energy facilities with an annual capacity of more than 440 GWh (1.5 Bcf) of RNG. Looking beyond 2024, Vanguard Renewables plans to commission over 100 RNG projects by the end of 2028. I

In July 2022, Vanguard Renewables was acquired by BlackRock, through a fund managed by its Diversified Infrastructure business (“BlackRock”). BlackRock has partnered with Vanguard Renewables’ management team to build upon the company’s market-leading track record to drive the next phase of its growth to support the nationwide expansion of its anaerobic digester projects from coast to coast. BlackRock will remain the majority shareholder of Vanguard Renewables.

TotalEnergies and Vanguard Renewables, a robust partnership.

The joint-venture will benefit from the expertise of both companies:

·              Thanks to its experienced teams and development platform, Vanguard Renewables will contribute to the JV its ready-to-build projects at scale. It will also manage feedstock supply, the assets, operations, and renewable natural gas sales.

·              Leveraging its strong position in the European market, especially in France and Poland, TotalEnergies will bring to the JV its industrial expertise, providing technical support on the design and engineering of the facilities, and on the plant’s operational performance.

TotalEnergies and Vanguard Renewables will market the RNG through long-term purchase agreements with buyers actively engaged in decarbonization of their industrial processes.

Transforming food waste and decarbonizing the production of major US brands.

The first 10 projects are based on a model of waste materials recovery from the food and beverage industries, supplemented with dairy manure from dairy farms. The anaerobic digesters will be built on the dairy farms themselves, which will then recover and manage the digestate (a byproduct of the anaerobic digestion process) as a low-carbon and nutrient dense fertilizer.

To feed its digesters, Vanguard Renewables has established a major network of leading food industry brands across the US and the groundbreaking Farm Powered Strategic Alliance, which gives Alliance members preferred access to recycle their organic waste generated from manufacturing or retail activities and the potential opportunity to purchase the renewable energy generated at a Vanguard Renewables’ facility. The Alliance’s members include multi-national corporations across several verticals, including leading food, beverage, and pharmaceutical manufacturers.

In anticipation of the Company’s growing portfolio of anaerobic digesters Vanguard Renewables has expanded its food and beverage diversion services and its organics solutions team to provide service throughout the contiguous United States. The transaction completion is subject to customary conditions precedent.

Republic of Congo: TotalEnergies increases its interest in giant field Moho and divests two mature assets

On April 24, 2024, – TotalEnergies announces that its 85%-owned affiliate, TotalEnergies EP Congo, signed an agreement with Trident Energy combining the acquisition of an additional 10% interest in the Moho license from Trident Energy and the sale to Trident Energy of its 53.5% interest in the Nkossa and Nsoko II licenses.

Moho is a deep-offshore field located 80 kilometers off the coast of Pointe Noire and operated by TotalEnergies EP Congo. Production increased significantly in 2017 with the startup of the Moho Nord project. Production facilities include two Floating Production Units (FPU), Alima and Likouf, combining for a current output of around 100 kboe/d (100%).

Nkossa and Nsoko II are two offshore fields located 70 kilometers off the coast. Starting respectively in 1996 and 2006, they are mature oil fields currently producing a combined 15 kboe/d (100%).

After completion of these transactions, which are subject to customary conditions precedent, in particular regulatory approvals, and to the completion of Trident Energy’s acquisition of Chevron Congo, TotalEnergies EP Congo is expected to hold a 63.5% operated interest in the Moho license alongside Trident Energy (21.5%) and the Société Nationale des Pétroles du Congo (SNPC, 15%). Trident Energy will hold a 85% operated interest in the Nkossa and Nsoko II licenses alongside SNPC (15%).

TotalEnergies signs an agreement in view of acquiring the remaining 50% of SapuraOMV, a significant Upstream Gas Operator in Malaysia

On April 22, 2024, TotalEnergies signed an agreement with Sapura Upstream Assets Sdn Bhd (SUA) to acquire its 50% interest in Malaysian independent gas producer and operator SapuraOMV Upstream Sdn (SapuraOMV) for a consideration of $530 million, subject to closing adjustments. Closing is expected in the second half of 2024.

This agreement follows a first agreement signed with OMV on January 31st, 2024, for the acquisition of its 50% interest in SapuraOMV.

After completion of both transactions, which are subject to some conditions precedent, in particular regulatory approvals, TotalEnergies is expected to own 100% of SapuraOMV.

Oman: TotalEnergies launches the Marsa LNG project and deploys its multi-energy strategy in the Sultanate of Oman

On April 21, 2024, during a visit in Muscat, Patrick Pouyanné, Chairman and CEO of TotalEnergies met with His Majesty Sultan Haitham bin Tariq Al Said and His Excellency Eng. Salim bin Nasser Al Aufi, Minister of Energy & Minerals, to reaffirm the long-term partnership between TotalEnergies and the Sultanate of Oman.

On the occasion of this visit, Patrick Pouyanné and Mr. Mulham Basheer Al Jarf, Chairman of OQ, the Oman National Oil Company, announced the Final Investment Decision (FID) of the Marsa LNG project.

TotalEnergies signed a Sale and Purchase Agreement with Oman LNG to offtake 0.8 Mtpa of LNG for ten years from 2025, making the Company one of the main offtakers of Oman LNG's production.

Finally, TotalEnergies (49%) and OQ Alternative Energy (51%) have confirmed being at an advanced stage of discussions to jointly develop a portfolio of up to 800 MW, including the 300 MWp solar project that will supply Marsa LNG

Through their joint company Marsa Liquefied Natural Gas (“Marsa”), TotalEnergies (80%) and OQ (20%) launch the integrated Marsa LNG project which combines:

·              upstream gas production: 150 Mcf/d of natural gas, coming from the 33.19% interest held by Marsa in the Mabrouk North-East field on onshore Block 10, which is expected to provide the required feedstock for the LNG plant. Block 10 production started in January 2023 and reached plateau in April 2024. The FID allows Marsa LNG to extend its rights in Block 10 until its term in 2050.

·              downstream gas liquefaction: a 1 Mt/y capacity LNG liquefaction plant is expected to be built in the port of Sohar. The LNG production is expected to start by first quarter 2028 and is primarily intended to serve the marine fuel market (LNG bunkering) in the Gulf. LNG quantities not sold as bunker fuel are expected to be off-taken by TotalEnergies (80%) and OQ (20%).

·              renewable power generation: a dedicated 300 MWp PV solar plant is expected to be built to cover 100% of the annual power consumption of the LNG plant, allowing a significant reduction in greenhouse gas emissions.

The Marsa LNG plant is expected to be 100% electrically driven and supplied with solar power, positioning the site as one of the lowest GHG emissions intensity LNG plants ever built worldwide, with a GHG intensity below 3 kg CO2e/boe (for reference, the average emission intensity of LNG plants is around 35 kg CO2e/boe - this represents a reduction in emissions of more than 90%).

The main Engineering, Procurement and Construction contracts have been awarded to Technip Energies for the LNG plant and to CB&I for the 165,000 m3 LNG tank.

The Marsa LNG project is expected to generate long-term employment opportunities and significant socio-economic benefits for the city of Sohar and the region.

The ambition of the Marsa LNG project is to serve as the first LNG bunkering hub in the Middle East, showcasing an available and competitive alternative marine fuel to reduce the shipping industry's emissions.

Algeria: TotalEnergies expands its partnership with SONATRACH in Timimoun region and in the marketing of LNG

On April 8, 2024, TotalEnergies and SONATRACH signed a Memorandum of Understanding with the aim of concluding a hydrocarbon contract in the north-east Timimoun region, under the aegis of Law n°19-13 governing hydrocarbon activities.

This Memorandum of Understanding outlines the realization of a work program for the appraisal and development of gas resources in the North-East Timimoun region, in synergy with existing processing facilities for production from the Timimoun field, to reduce costs and emissions.

Earlier in 2024, TotalEnergies and SONATRACH have extended their cooperation in the field of liquefied natural gas (LNG) by extending their contractual relationship until 2025. In 2025, SONATRACH is thus expected to deliver two million tonnes of LNG to TotalEnergies at the port of Fos-Cavaou, near Marseille, which is expected to contribute directly to the security of energy supply in France and Europe.

United States: TotalEnergies expands its natural gas production in Texas

On April 8, 2024, TotalEnergies agreed to acquire the 20% interest held by Lewis Energy Group in the Dorado leases operated by EOG Resources (80%) in the Eagle Ford shale gas play, increasing its natural gas production capacity in Texas and further strengthening its business integration in the U.S. LNG value chain.

Located in Texas, the Dorado field is expected to allow TotalEnergies to increase its net U.S. natural gas production by 50 million cubic feet a day (Mcf/d) in 2024, with the potential for an additional 50 Mcf/d by 2028. The field has an emission intensity of around 10 kg CO2e/boe. In 2023, TotalEnergies’ net U.S. natural gas output reached around 340 Mcf/d (450 Mcf/d technical production).

With over 10 million tons (Mt) in 2023, TotalEnergies is a leading exporter of U.S. LNG, thanks to its 16.6% stake in the Cameron LNG plant in Louisiana and several long-term purchasing agreements. The Company’s LNG export capacity is expected to reach 15 Mt/y by 2030 following the start-up of the first phase of the Rio Grande LNG project in Texas, currently under construction.

Joint statement of the independent state of Papua New Guinea and TotalEnergies

On April 8, 2024, James Marape, the Prime Minister of Papua New Guinea and Patrick Pouyanné, Chairman and CEO of TotalEnergies, met together to discuss the status of the Papua LNG project.

On this occasion, Patrick Pouyanné reaffirmed to the Prime Minister that TotalEnergies, operator of the project, and its international partners ExxonMobil, Santos, JX Nippon, are working on thePapua LNG project.

The project is expected to review the structure of some packages and open the competition to an enlarged panel of Asian contractors. As a consequence, FID of Papua LNG project is now expected in 2025.

The Prime Minister and Patrick Pouyanné agreed that this slight delay would not affect the early works planned in Papua New Guinea in 2024 and that the project is expected to maintain its full support to local population of Gulf Province. This demonstrates the commitment of TotalEnergies to the well-being of the people of Papua New Guinea.

Moreover, Patrick Pouyanné announced that TotalEnergies intends to drill the first deepwater exploration well on the PPL 576 license in 2025.

TotalEnergies launches new battery storage project in Belgium

On April 3, 2024, on the occasion of Belgian Energy Minister Tinne Van der Straeten's visit to TotalEnergies' Antwerp refinery battery storage project, the Company announced the development in Belgium of a second similar project.

The new project is expected to be developed on the site of TotalEnergies’ depot in Feluy. It is expected to have a power rating of 25 MW and capacity of 75 MWh, thanks to the forty Intensium Max High Energy lithium-ion containers supplied by Saft. Start-up is expected at the end of 2025.

These two projects, which represent a global investment of nearly €70 million, is expected to bring TotalEnergies' storage capacity in Belgium to 50 MW / 150 MWh.

These battery storage sites play a key role in the resilience of the electricity system, providing flexibility and helping solve grid congestion problems. They also encourage the growth of renewable energies in the country, which require solutions like these to compensate for their intermittency.

In Belgium, TotalEnergies is a major player along the entire electricity value chain. As an electricity supplier, the Company has a portfolio of 900,000 customers.

As an electricity producer, TotalEnergies relies in particular on the Marchienne-au-Pont CCGT power plant (430 MW), the Plate-Taille hydroelectric storage (140 MW), and an offshore wind farm located in the Belgian North Sea (300 MW). TotalEnergies is also developing solar and onshore wind projects, with a portfolio of 300 MW.

In electric mobility, TotalEnergies already has more than 10,000 charging points in operation (35% on roads, 20% at private homes and 45% in offices) throughout the country. TotalEnergies operates recharging points in major cities such as Antwerp, Brussels and Ghent.

TotalEnergies releases its Universal Registration Document 2023 (Document d’enregistrement universel 2023) and its 2023 Form 20-F, as well as the proposed resolutions for the Combined Shareholders’ Meeting of May 24, 2024

On March 29, 2024, the Document d’enregistrement universel of TotalEnergies SE for the year 2023 was filed with the French Financial Markets Authority (Autorité des marchés financiers). It can be consulted and downloaded from the Company’s website (totalenergies.com/investors/publications-and-regulated-information/regulated-information/annual-financial-reports). The English translation of the Document d’enregistrement universel (Universal Registration Document) is also available on the Company’s website under the same heading.

The following documents are included in the Document d’enregistrement universel:

-              the 2023 annual financial report,

-              the Board of Directors’ report on corporate governance required under Article L. 225-37 of the French Commercial Code,

-              the description of the share buy-back program,

-              the report on the payments made to governments required under Article L. 22-10-37 of the French Commercial Code, and

-              the reports from the statutory auditors.

TotalEnergies SE’s Form 20-F for the year ended December 31, 2023 was filed with the United States Securities and Exchange Commission (SEC) on March 29, 2024. It can be consulted and downloaded from the Company’s website (totalenergies.com/investors/publications-and-regulated-information/regulated-information/annual-financial-reports) or from the SEC’s website (sec.gov).

Printed copies of the Document d’enregistrement universel, Universal Registration Document and Form 20-F are available free of charge at the Company’s registered office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France.

In addition, in preparation for the Combined Shareholders’ Meeting to be held on May 24, 2024, the proposed resolutions are available on the Company’s website (totalenergies.com, under the heading investors/shareholders-meetings).

TotalEnergies celebrates its 100th anniversary and launches the operation "100 for 100"

On March 29, 2024, to mark its 100th anniversary, TotalEnergies announced three initiatives for its customers in France and its employees around the world.

In France, TotalEnergies offered €100 to the first 100,000 new customers signing up to one of TotalEnergies’ classic electricity offers (fixed tariff deals excepted) after March 29, 2024. The eligible offers are "Heures Éco", "Heures Eco+", "Spéciale" and "Charge´Heures". The €100 is expected to be credited to the customer’s account after six months.

TotalEnergies also offered €100 to the first 100,000 individual (non-business) customers with a Club TotalEnergies card who spend at least €1,000 on fuel in 2024, starting on March 29, 2024. The €100 is expected to be credited to the Club card during the month following achievement of the €1,000.

TotalEnergies is planning to allocate 100 TotalEnergies shares to the 100,000 employees of the Company worldwide. This grant, subject to a presence condition of 5 years, will be submitted to the next meeting of the Board of Directors.

March 28, 1924: TotalEnergies is 100!

On March 28, 2024, TotalEnergies’ 100,000 employees in 120 countries worldwide were pleased and proud to celebrate the 100th anniversary of the Company’s creation. TotalEnergies’ 100-year history tells the story of the world and energy, from the 1920s to the present day.

Over the years, TotalEnergies has continuously pushed back the boundaries – both technical and geographical – while also adapting to changing needs and customer expectations. This is how the Company accompanied the remarkable progress and development that took place in modern society during the 20th century. TotalEnergies also acquired additional expertise and experience by teaming up with Petrofina and Elf-Aquitaine, and more recently with Maersk Oil, Saft or Direct Energie.

TotalEnergies is currently the world’s third-largest player in LNG. And in electricity, it are one of the most dynamic solar and wind power developers in the world.

Since 2020, TotalEnergies has been resolutely implementing a transition strategy anchored around two pillars: hydrocarbons (including LNG) and electricity. The Company’s objective is to successfully achieve itstransition and support its customers with theirs. Our challenge is to supply the world with the affordable energy required for its development while also reducing emissions. That is the "just, orderly and equitable" transition called for by COP28. Drawing on the pioneer spirit that guides us, TotalEnergies is expected to continue to adjust and adapt as needed to be part of the story of energy for another 100 years!

China: TotalEnergies and SINOPEC join forces to produce sustainable jet fuel at a SINOPEC's refinery

On March 26, 2024, TotalEnergies and China Petroleum and Chemical Corporation (“SINOPEC”) signed a Heads of Agreement (HoA) to jointly develop a Sustainable Aviation Fuel (SAF) production unit at a SINOPEC's refinery in China.

The planned unit, jointly owned by SINOPEC and TotalEnergies is expected to have the capacity to produce 230,000 tons of SAF per year, and process local waste or residues from the circular economy (cooking oils and animal fats).

SINOPEC has developed its own SAF production technology, called SRJET. TotalEnergies, already one of Europe's leading SAF producers, is expected to bring its experience and expertise in the technical, operational and distribution fields.

France: TotalEnergies ranks first in latest national tender for rooftop solar projects

On March 25, 2024, TotalEnergies strengthened its position as the market leader in rooftop solar installations in France by ranking first in the latest call for tenders issued by the French Energy Regulatory Commission (CRE), winning more than 80 MWp or 22% of the capacity awarded.

This new success strengthens TotalEnergies’ position as one of the major developers in France for solar installations on rooftops with a capacity exceeding 500 KWp. This includes installations such as building rooftops, greenhouses, warehouses, canopies and agrivoltaic shades.

By solarizing its B2B customers’ sites, TotalEnergies supports the energy transition of businesses across various sectors. TotalEnergies sells renewable electricity to its customers, which is generated on their own sites, allowing them to significantly reduce their electricity bills while reducing their carbon footprint.

Denmark: TotalEnergies restarts gas production at the Tyra offshore hub after a major redevelopment

On March 22, 2024, TotalEnergies announced the restart of production from the Tyra hub in the Danish North Sea, after the completion of a major redevelopment project of this hub. At plateau, the Tyra hub is expected to produce 5.7 million cubic meters of gas and 22,000 barrels of condensate per day, once again making Denmark self-sufficient and a net exporter of natural gas.

TotalEnergies operates the Tyra field on behalf of Danish Underground Consortium, a partnership between TotalEnergies (43.2%), BlueNord (36.8%) and Nordsøfonden (20%).

Discovered in 1968 by Maersk Oil, Tyra is located 225 kilometres west of the coast of Esbjerg. In September 2019, gas production was suspended to enable the redevelopment of Tyra. Following the decommissioning of the previous Tyra facilities, 8 new platform topsides, 2 jackets and 6 bridges were installed. As part of this redevelopment project, 98.5% of the materials recovered from the retired installations have been reused or recycled.

Gas from the Tyra hub is delivered to Europe through two export pipelines to Nybro in Denmark and Den Helder in the Netherlands.

Care Together by TotalEnergies: TotalEnergies strengthens its common social protection base for all employees worldwide

On March 21, 2024, Care Together by TotalEnergies, a worldwide program, reflected TotalEnergies' commitment to social responsibility towards its employees. In addition to commitments specific to each affiliate, TotalEnergies aims to comply with high social standards for all its employees worldwide, regardless of the legislation in force in any given country.

Care Together by TotalEnergies thus contributes to the Company's ambition to develop a culture that fosters sustainable development for the benefit of the women and men of the Company, and in particular the well-being of its employees.

This program is based on concrete measures revolving around four pillars: social protection, health, the family sphere and working conditions.

§             Social protection: the Company helps ensure that its employees, wherever they are located, benefit from a social protection net by ensuring that they are covered by:

§             an adequate and reliable health insurance plan, and

§             a death benefit plan that is equal to at least two years of the gross reference salary.

§             Health: In order to protect its employees’ physical and mental health, a biennial health check-up is offered to all employees and a global prevention program for psychosocial risks has been put in place.

§             Family: In line with a neutral definition of the family, the Company provides a childcare leave of at least fourteen weeks to the primary parent at full basic pay and two weeks to the secondary parent. The Company also undertakes to grant the first parent, when returning from childcare leave, an increase equal to the average of individual increases received over the last three years.

§             Working environment and conditions: TotalEnergies promotes modern and attractive working conditions by adopting flexible working hours with clear rules, empowering its employees to take responsibility for the way they manage working from home as part of their day-to-day activities while fostering collective intelligence, delivering on their objectives, and working with their manager and teams. In its desire to innovate, TotalEnergies has been implementing Green Fridays since January 2023. This innovation liberates employees from any collective meetings scheduled by management every other Friday and allows them to organize their work.

TotalEnergies publishes its Sustainability & Climate – 2024 Progress Report, which will be submitted to a consultative vote at the 2024 annual shareholders’ meeting

On March 20, 2024, TotalEnergies published its Sustainability & Climate – 2024 Progress Report, as pledged by the Board of Directors since 2020.

This report gives an account of the implementation the Company's strategy and the progress made in 2023 with regard to the objectives for 2030, notably its achievements in terms of emissions reductions and its contribution to a just, orderly and equitable energy transition for all its stakeholders.

TotalEnergies thus reaffirms the relevance of its balanced multi-energy strategy combining profitable growth and sustainable development, anchored on two pillars: oil & gas, notably LNG, and electricity, notably renewable, the energy at the heart of the transition.

In 2023, like in 2022, TotalEnergies was one of the most profitable majors, with a return on capital employed of 19%, while also being the major that invests the most in the energy transition.

In Oil & Gas, having refocused its portfolio on assets and projects with low breakeven and low greenhouse gas emissions, TotalEnergies intends to produce oil & gas in a responsible manner, as illustrated by its 2023 achievements in emissions reductions:

§             34% reduction in Scope 1+2 emissions from operated oil & gas facilities compared to 2015,

§             decrease, to 18 kg CO2e/boe, of the Scope 1+2 emission intensity of upstream oil & gas activities on an equity basis, and

§             47% reduction in methane emissions on operated facilities in 2023 vs 2020, already among the lowest in the peer group. In order to concretely transcribe its ambition to aim for zero methane emissions, TotalEnergies extends its objective to reduce its methane intensity to <0.1% by 2030 to the entirety of its operated upstream oil & gas facilities – not just its gas facilities.

In gas, energy of the transition that complements the intermittency of renewable energies in electricity generation and represents a virtuous alternative for countries burning coal for their power generation needs, the Company estimates that its LNG sales contributed to avoiding about 70 Mt of CO2e emissions worldwide in 2023.

In electricity, TotalEnergies invested more than $5 billion in 2023 in low-carbon energies, essentially in electricity, contributing to building a profitable and differentiated Integrated Power business, which is expected to both become a cash engine for the Company and reduce the emissions resulting from the use of energy products sold to its clients: the lifecycle carbon intensity of energy products sold by TotalEnergies to its customers for final use was 13% lower in 2023 compared to 2015, and is on track to meet the objective of -25% by 2030.

Thanks to these achievements, TotalEnergies confirms its ambition to become a major player in the energy transition, committed to carbon neutrality in 2050, together with society.

In accordance with the resolution approved by shareholders in May 2023 concerning TotalEnergies' ambition with respect to sustainable development and energy transition toward carbon neutrality, the Board of Directors is expected to report on the progress made in implementing the ambition to the Shareholders’ Meeting. The Board of Directors will submit the Sustainability & Climate – 2024 Progress Report to a consultative vote of shareholders at the meeting of May 24, 2024.

On March 21, 2024, TotalEnergies presented concrete examples of the implementation of its balanced transition strategy during an afternoon of thematic workshops, as part of the rollout of its Sustainability & Climate – 2024 Progress Report.

Following the presentation of TotalEnergies’ results and outlook in relation to its Climate ambition by Aurélien Hamelle, President Strategy & Sustainability, thematic presentations concretely illustrated the progress of the Company regarding climate and sustainability:

§             Scope 1&2 - Responsibly producing oil & gas on our E&P assets, by Arnaud Le Foll, Senior Vice-President New Business – Carbon Neutrality, Exploration & Production,

§             Scope 1&2 - Slashing down emissions in our refineries by Jean-Marc Durand, Senior Vice-President Refining & Base Chemicals Europe, Refining & Chemicals,

§             Customers - Supporting our customers in their decarbonization journey, by Christophe Sassolas, Senior Vice-President OneB2B,

§             People - Caring for our Employees around the world, by Namita Shah, President OneTech and People & Social Engagement, and Pierre Bang, Senior Vice-President People & Social Engagement,

§             Our sustainable transition – Uganda zoom, by Mike Sangster, Senior Vice-President Africa, Exploration & Production, and Jean-Philippe Torres, Senior Vice-President Africa, Marketing & Services.

TotalEnergies partners with major international companies to support e-NG development

On March 18, 2024, TotalEnergies joined seven major companies to create an international coalition supporting the development of production and use of e-natural gas (e-NG), a synthetic natural gas produced from renewable hydrogen and CO2.

E-NG can be transported and/or liquefied and then sold like natural gas, using existing infrastructure. It thus can be used by end customers without any adaptation to their facilities, making it a particularly interesting synthetic fuel to support their decarbonization efforts.

TotalEnergies and its partners – Engie, Mitsubishi Corporation, Osaka Gas, Sempra Infrastructure, TES, Tokyo Gas and Toho Gas – are pooling their expertise and efforts to establish the “e-NG Coalition”, whose purpose is to support e-NG development in a reliable, affordable and sustainable way.

The coalition aims to:

§             promote the use of e-NG and support the emergence of a global market;

§             foster adequate support by policymakers and harmonization of applicable regulation and standards; and

§             bolster collaboration between the various stakeholders, along the entire value chain and across all geographies.

TotalEnergies is currently studying the “Live Oak e-NG” project with Tree Energy Solutions (TES), to produce 100,000 to 200,000 tons of e-NG per year in the United States by 2030. The e-NG Coalition is therefore expected to benefit from the expertise. TotalEnergies acquires through this project, as well as its expertise in renewable power generation, large-scale project management, gas liquefaction, and green hydrogen project development.

United States: TotalEnergies acquires Talos Low Carbon Solutions, a pioneer in the growing American carbon storage industry

On March 18, 2024, TotalEnergies signed an agreement to acquire 100% of Talos Low Carbon Solutions (TLCS), an early-mover American company focused on carbon capture and storage.

After completion of the transaction, TotalEnergies is expected to own a 25% share in the Bayou Bend project, alongside Chevron (50%, operator) and Equinor (25%). Bayou Bend project is a major CO2 storage project located along the Texas Gulf Coast, close to the Company’s assets in the region. TotalEnergies is also expected to own a 65% operated interest in the Harvest Bend (Louisiana) project and a 50% interest in the Coastal Bend (Texas) project. With Coastal Bend and Harvest Bend being located farther away from the Company’s other existing assets, TotalEnergies’ intention is to divest its interest in these two projects after closing.

The Bayou Bend project is a carbon transportation and storage solution for industrial emitters located in the Houston Ship Channel and Beaumont – Port Arthur region, one of the largest industrial corridors in the United States. Comprising licenses dedicated to CO2 storage, offshore and onshore, covering about 600 km2, it could enable the storage of several hundred million tons of CO2. Thanks to its location, its size and favorable geological characteristics, Bayou Bend is a world-class opportunity for the development of the CCS business.

Onsite solar generation: TotalEnergies surpasses 1.5 GW of PPAs with 600 B2B customers worldwide

On March 18, 2024, TotalEnergies announced it has reached over 1.5 GW of signed renewable Power Purchase Agreements (PPAs) with over 600 industrial and commercial customers worldwide, for self-consumption on their sites and injection into the grid. Of this 1.5 GW, 1.1 GW is already in operation, producing 1.5 TWh of electricity a year, while 400 MW is expected to be commissioned by year-end of 2024.

By solarizing its customers’ sites, TotalEnergies is expected to support the energy transition of various industries, including agrifood, automotive, cement, digital, manufacturing, metals, mining, retail, and warehousing.

Operating to the high industry standards and in close proximity to its customers, TotalEnergies’ distributed generation solutions are present in over 30 countries across all continents, positioning TotalEnergies as one of the distributed generation players with one of the widest coverage.

Examples of TotalEnergies’ onsite renewable generation projects include:

§             In the United States, a long-term contract was signed for a solar carport project (12.3 MWp) coupled with battery storage (7.4 MW/24.6 MWh) to supply power to JFK Airport serving New York City.

§             In Belgium, the construction of a 31 MWp floating photovoltaic (PV) plant for Holcim Belgium to supply decarbonized electricity to the Obourg cement plant.

§             In Oman, the launch of a 17 MWp single-axis tracker ground-mounted solar facility for Veolia to power the Sharqiyah Desalination Plant.

§             In Indonesia, the construction of a 43 MWp rooftop solar system, the largest in the country, to power a Gunung Raja Paksi (GRP) steel factory.

TotalEnergies sells renewable electricity generated at its B2B customers sites through long-term PPAs. To this end, the Company develops, finances, builds, and operates solar panels installed on rooftops, carports, and vacant industrial lands.

These solar solutions enable companies to enjoy significant bill savings and predictable electricity prices, while reducing their carbon footprint. Onsite behind-the-meter batteries are also offered as a complement to increase local consumption of solar electricity while providing stabilization services to electricity grid operators.

In addition, TotalEnergies has a wide range of decarbonized energy solutions such as renewable electricity (off-site solar, wind and hydro PPAs), low-carbon fuels (from hydrogen and biogas to Sustainable Aviation Fuel), CO2 capture, storage and use, and electric mobility (including trucks), adapted to over twenty industries.

Convening of the annual shareholders’ meeting on May 24, 2024

On March 13, 2024, the Board of Directors met under the chairmanship of Mr. Patrick Pouyanné, Chairman and Chief Executive Officer. It decided to convene the Ordinary and Extraordinary Shareholders’ Meeting of the Company on Friday, May 24, 2024. The Notice of Meeting will be published soon in France's BALO (Bulletin des Annonces Légales et Obligatoires) and will be available on the Company's website. The Board of Directors also approved the documents that will be submitted to shareholders at the Annual Meeting, including the Management Report.

The directorships of Mr. Patrick Pouyanné, Mr. Jacques Aschenbroich, Mr. Glenn Hubbard as well as of Mrs. Anne-Marie Idrac expire at the end of the Annual Shareholders' Meeting on May 24, 2024.

It is reminded that at its meeting of September 21, 2023, the Board unanimously decided that the renewal of the mandate of Mr. Patrick Pouyanné will be proposed to the Shareholders’ Meeting on May 24, 2024. In the frame of the balanced governance implemented since 2015, it has also unanimously decided to propose the renewal of the mandate of Mr. Jacques Aschenbroich, who has held the position of Lead Independent Director since May 26, 2023.

While reaffirming its support to the quality and the relevance of the strategy implemented since 2020, the Board of Directors considers as appropriate to help ensure the continuity of the Company’s governance and leadership. Since 10 years ago, Patrick Pouyanné has done an extraordinary job leading TotalEnergies in a complex environment, delivering outstanding financial results and engaging the Company in the energy transition more quickly and consistently than its peers. The Board of Directors unanimously looks forward to his continued leadership and his strategic vision to continue TotalEnergies’ transition, with determination and consistency, relying on two pillars: Oil & gas on the one hand, Electricity and Renewables on the other hand. This vision, which creates value in the medium and long term, and this strategic stability are an asset and a differentiating factor for TotalEnergies compared with its peers.

Furthermore, on the proposal of the Governance and Ethics Committee, the Board of Directors decided to submit to the Shareholders’ Meeting on May 24, 2024 the renewal for a period of three years of the directorships of Mr. Glenn Hubbard.

In light of her seniority on the Board of Directors, Mrs. Anne-Marie Idrac will no longer be considered an independent director under the AFEP-MEDEF Code in May 2024 and therefore the renewal of her mandate will not be proposed. The Board of Directors thanks Mrs. Anne-Marie Idrac for her invaluable contribution, in particular within the Governance and Ethics Committee, the Compensation Committee and the Strategy & CSR Committee, from which it will continue to benefit until the end of her mandate.

The Board of Directors has decided to propose to the Shareholders’ Meeting the appointment of Mrs. Marie-Ange Debon as a director for a three-year term.

Mrs. Marie-Ange Debon, a French national, graduated from the French École des hautes études commerciales (HEC) and from the French École nationale de l’administration (ENA) and holds a master’s degree in law. Chairwoman of the Keolis Group Executive Board, she acquired an extensive experience in administration and then in large international groups in the environmental and transport sectors and she will be able in particular to make the Board benefit from her skills in financial, regulatory and governance matters for large companies. Mrs. Marie-Ange Debon indicated that she will not seek the renewal of her mandate as a director in Technip Energies which will expire in May 2024.

At the end of the Shareholder’s Meeting on May 24, 2024, if the proposed resolutions are approved, the Board of Directors will be composed of 14 members representing 7 nationalities. The proportion of independent directors as defined by the AFEP-MEDEF Code will stand at 82%, in line with best standards. The proportion of women and men will be 45% and 55% respectively.

In the context of the resolution approved by shareholders in May 2023 concerning TotalEnergies' ambition for sustainable development and an energy transition towards carbon neutrality, the Board of Directors is expected to report to shareholders on the progress made in implementing this ambition. To this end, the Board of Directors approved the Company's Sustainability & Climate – 2024 Progress Report, which will be presented on March 21, 2024 and submitted to an advisory vote at the Shareholders’ Meeting on May 24, 2024. This report sets out the implementation of the strategy and the progress made in 2023 with regard to the 2030 objectives. In particular, it reports on the results achieved in terms of reducing the Company's emissions and its contribution to a just, orderly and equitable energy transition for all of its stakeholders.

The Board of Directors will also submit to the Shareholder’s Meeting for approval resolutions on the compensation of corporate officers, the appointment of the auditors as sustainability auditors as well as financial resolutions.

South Africa: TotalEnergies expands its presence in the Orange basin with a new offshore exploration license

On March 6, 2024, TotalEnergies signed, together with its partner QatarEnergy, an agreement to acquire participating interests in Block 3B/4B, offshore South Africa, from Africa Oil South Africa, Azinam (a wholly owned subsidiary of Eco Atlantic Oil and Gas) and Ricocure.

Following completion of the transaction, TotalEnergies is expected to hold a 33% participating interest in Block 3B/4B and assume operatorship, while QatarEnergy is expected to hold a 24% interest.

The remaining interests are expected to be held by existing license holders, Africa Oil SA (17%), Ricocure (19.75%) and Azinam (6.25%). The transaction is subject to final approvals from relevant authorities.

Located within the prolific Orange basin, 200 km off the western coast of South Africa, Block 3B/4B covers an area of 17,581 km2. Block 3B/4B is adjacent to the DWOB license operated by TotalEnergies (50%) alongside QatarEnergy (30%) and Sezigyn (20%).

Bahrain: TotalEnergies and Bapco Energies join forces in petroleum products trading

On March 4, 2024, Patrick Pouyanné, Chairman and CEO of TotalEnergies, met in Bahrain with His Highness Shaikh Nasser bin Hamad Al Khalifa, His Majesty the King’s Representative for Humanitarian Works and Youth Affairs and Chairman of Bapco Energies- the integrated energy company leading the energy transition in the Kingdom of Bahrain – and Mark Thomas, Group CEO of Bapco Energies.

The meeting laid the foundations for cooperation between TotalEnergies and Bapco Energies, under which TotalEnergies will support Bapco Energies in optimizing its Sitra refinery, which is currently being upgraded, and in trading of its petroleum products. TotalEnergies is expected to bring its global oil and feedstock supply capacity, as well as its refining and trading expertise.

TotalEnergies joins forces with cristal union to produce biogas from sugar beet pulp

On February 29, 2024, TotalEnergies and French sugar group Cristal Union signed a fifteen-year agreement whereby the latter will supply TotalEnergies with sugar beet pulp as feedstock for its biomethane production unit BioNorrois, currently being built in Fontaine-le-Dun, in Normandy, and expected to be commissioned in late 2024.

The organic waste produced by Cristal Union’s sugar beet processing is expected to make up over half of the anaerobic digestion unit’s feedstock when it begins operations – the remainder being organic agri-food waste sourced by TotalEnergies from the unit’s local vicinity. During the first phase of the digester’s operations, biomethane production is expected to reach almost 100 GWh/year, eventually expanding to a maximum capacity of 153 GWh/year.

In the spirit of cooperation, value sharing and support for the local economy that has driven the project’s partners since its outset, the agreement provides for Cristal Union acquiring a 10% stake in the BioNorrois anaerobic digestion unit. This is one of the first such deals by a sugar manufacturer with the biogas industry in France and in Europe, and is aimed to be a key contributor to the group’s decarbonization strategy. The project also demonstrates a local, circular economy approach, as the anaerobic digestion unit is situated opposite the sugar factory. Furthermore, all the organic fertilizer, or digestate, produced in addition to biogas during the anaerobic digestion process is expected to be recovered by Cristal Union and the farming cooperative NatUp, which is expected to distribute it to their local members, thereby helping them achieve their transition to more local and sustainable methods of fertilization.

Singapore: TotalEnergies to supply Sembcorp with 0.8 Mtpa of LNG for 16 Years

On February 29, 2024, TotalEnergies signed a sale and purchase agreement (SPA) with Sembcorp Fuels, a wholly owned subsidiary of Singapore-based Sembcorp Industries. The deal entails the delivery of up to 0.8 million tons of liquefied natural gas (LNG) per annum (Mtpa) for a duration of sixteen years, commencing in 2027. The LNG will be sourced from TotalEnergies’ global portfolio. This new agreement adds to the companies’ current SPA, which runs until 2029.

By supplying this additional LNG supply to Singapore, TotalEnergies is contributing to the country’s energy security and to its decarbonization goals. This deal also reflects TotalEnergies’ commitment to supporting its customers in their transition to greater sustainability.

TotalEnergies unlocks the potential of generative artificial intelligence for its employees

On February 27, 2024, TotalEnergies became one of the first organizations to deploy Copilot for Microsoft 365, Microsoft's generative artificial intelligence (AI) assistant, for its employees. After making Bing Chat Enterprise, a secure AI chat solution based on internal data, available to employees in August 2023, the Company is pursuing its digital transformation.

In September 2023, TotalEnergies launched a test phase with 300 employees, with positive results. TotalEnergies therefore decided to deploy Copilot for Microsoft 365 for its employees to accelerate its operational transformation. As benefits: an improved operational efficiency and greater user comfort.

TotalEnergies will also provide its teams with Microsoft Power Platform licences, a "low code-no code " application development service enabling them to create, on their own, digital applications that turn their ideas into reality. Employees are thus expected to be able to design solutions connected to other TotalEnergies applications and databases, to solve their simple or complex day-to-day problems more quickly and efficiently.

At the same time, TotalEnergies is implementing a program to support and enhance the skills of its employees in order to help them use these new tools and get the most out of them. In 2024, every employee is expected to receive training dedicated to the use of these new IA tools.

TotalEnergies, the Automobile Club de l'Ouest and Le Mans Endurance Management extend their partnership to 2028

On February 22, 2024, partners since 2018, TotalEnergies, the Automobile Club de l’Ouest (ACO) and Le Mans Endurance Management renewed their partnership for five years up to 2028. As multi-energy partner, TotalEnergies is expected to support the ACO in its energy transition.

Under the terms of the partnership, TotalEnergies is expected to provide its energy transition expertise and guide the ACO through an energy audit of its infrastructure, installing charging stations for electric vehicles and photovoltaic panels on its buildings and car parks. TotalEnergies is also expected to pursue its long-term connection with endurance competitions by offering alternatives to fossil fuels, such as biofuels and hydrogen.

Like an open-air laboratory, the track plays a key role in innovation, because the extreme conditions of endurance competitions—long races and high mileage—drive the development of ever more efficient fuels that is expected one day to be available for motorists.

To meet these requirements, TotalEnergies has developed Excellium Racing 1001, a racing fuel produced from wine waste and residue (lees and grape pomace) that meets all the demands of automakers, motorists and the European Renewable Energy Directive (RED). It reduces CO2 emissions by at least 65%2 over its life cycle. Certified 100% sustainable, this fuel was introduced for the first time at the FIA World Endurance Championships (WEC) in March 2022, at the 1,000 Miles of Sebring race (USA), and was used for the entire starting grid. The FIA WEC and the European Le Mans Series have pioneered the use of this type of fuel for all competitors.

Airbus and TotalEnergies sign a strategic partnership in sustainable aviation fuels

On February 21, 2024, Airbus and TotalEnergies signed a strategic partnership to meet the challenges of aviation decarbonization with sustainable aviation fuels.

In line with the objective of achieving net carbon neutrality of aviation by 2050, this partnership aims to contribute to the reduction of the sector's CO2 emissions, in which SAFplays a key role. SAF supplied by TotalEnergies is aimed at reducing up to 90% CO2 emissions over lifecycle compared to their fossil fuel equivalent.

The partnership will cover two main areas:

§             the supply by TotalEnergies of sustainable aviation fuels for more than half of Airbus’ needs in Europe.

§             a research and innovation programme aimed at developing 100% sustainable fuels tailored to the design of current and future aircraft. The impact of the composition of sustainable aviation fuels on the reduction of CO2 emissions and non-CO2 effects, such as contrails, will also be studied.

Airbus and TotalEnergies confirm their common ambition to promote SAF technology and to strengthen their collaboration to decarbonize the aviation industry:

§             TotalEnergies has been supplying the SAF used by Airbus for its aircraft deliveries in Toulouse since 2016.

§             TotalEnergies also supplied the fuel for several first SAF flights with Airbus aircraft:

o             In May 2021, the 1st long-haul flight using French-produced SAF with an A350 between Paris and Montreal.

o             In November 2021, the first flight of a H225 helicopter, from the "Super Puma" family, using 100% SAF.

o             In March 2023, the first A321neo flight with 100% SAF.

Capital increase reserved for employees of TotalEnergies in 2024

1 Excellium Racing 100 is certified 100% sustainable as per the mass balance system applied by a voluntary certification organization approved by the European Union

2 In line with the methodology established by the European Renewable Energy Directive RED II (2018/2001), Excellium Racing 100 reduces greenhouse gas emissions by at least 65% compared with the fossil-based equivalent.

On February 16, 2024, in accordance with its policy in favor of employee shareholding, TotalEnergies SE implemented its annual capital increase reserved for employees and former employees of the Company. Through this operation, TotalEnergies intends to continue involving its employees in the Company’s growth. Employee shareholders, within the meaning of Article L. 225-102 of the French Commercial Code and article 11 paragraph 6 of the Articles of Association of TotalEnergies SE, held 7.4% of TotalEnergies SE’s share capital as of December 31, 2023.

The sixteenth resolution of the Shareholders’ Meeting held on May 26, 2023 granted the Board of Directors the authority to decide, within a maximum period of 26 months, to carry out one or more capital increases of ordinary shares without preferential subscription rights, not to exceed 1.5% of the share capital at the date of the Board meeting deciding on the operation and reserved to members of a savings plan pursuant to the provisions of Articles L. 225-129 et seq., L. 225-138 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 to L. 3332-9 and L. 3332-18 to L. 3332-24 of the French Labor Code.

The Board of Directors, pursuant to the above-mentioned authorization, decided during its meeting on September 21, 2023, to carry out, in 2024, a new share capital increase reserved for employees and former employees of the Company pursuant to the following conditions:

' Maximum number of shares to be offered and total amount of the offer: 18 million shares with a nominal value of €2.50 each, representing a total nominal amount of €45 million, which is the equivalent of 0.72% of the share capital as of the date of the Board’s decision.

' Description of the newly issued shares: same category as existing TotalEnergies shares with immediate dividend rights. The rights attached to the newly issued shares are the same as the rights attached to the existing shares of the Corporation, and are described in the Articles of Association of TotalEnergies SE.

' Listing of the newly issued shares on Euronext: on the same line as existing TotalEnergies’ shares (ISIN code FR0000120271), from their issuance. American Depositary Receipts admitted to trading on the New York Stock Exchange may be issued in exchange for the new shares.

' Share subscription price: equal to price corresponding to the average of the closing prices of the TotalEnergies shares on Euronext over the 20 trading sessions preceding the date of the decision setting the opening date for the subscription period, reduced by a 30% discount, and rounded off to the highest tenth of a euro. The subscription price will be definitively fixed before the beginning of the subscription period.

' Indicative timeline (subject to the Chairman and CEO’s decision):

-              Determination of the subscription price: April 25, 2024;

-              Subscription period: from April 29, 2024 to May 14, 2024 (included).

Cyprus: TotalEnergies announces positive appraisal of the Cronos gas discovery in Block 6

On February 15, 2024, TotalEnergies announced the successful completion of the drilling and production test of the Cronos-2 appraisal well, in Block 6, offshore Cyprus. TotalEnergies holds a 50% interest in Block 6, alongside with Eni (50%, operator).

The Cronos-2 well confirmed the lateral extension of the Cronos-1 discovery drilled in August 2022.

Located at approximately 160 km southwest of the Cyprus coast, Cronos-2 encountered several carbonate reservoir intervals with a net reservoir thickness of 115 meters. The production test confirmed an excellent gas deliverability of the well.

Two additional discoveries, Calypso-1 and Zeus-1, were made on the same Block in 2018 and 2022 respectively.

In Cyprus, TotalEnergies is also present in offshore Block 11 (50%, operator), 7 (50%, operator), 2 (20%), 3 (30%), 8 (40%) and 9 (20%).

Indicative dates for 2024 and 2025 dividends

On February 6, 2024, the Board of Directors met, and recalled, subject to decisions by the Board of Directors and the Shareholders’ Meeting which will approve the 2024 financial statements, allocation of earnings and final dividends, the ex-dividend dates for 2024 and decided the payment dates related to the interim and the final dividends for 2024.

The Board of Directors also decided, subject to decisions by the Board of Directors and the Shareholders’ Meeting which will approve the 2025 financial statements, allocation of earnings and final dividends, the ex-dividend dates and payment dates of the interim and the final dividends for 2025.

	2024 dividends
Type of coupon	Ex-dividend dates	Payment dates
First interim	September 25, 2024	October 1, 2024
Second interim	January 2, 2025	January 6, 2025
Third interim	March 26, 2025	April 1, 2025
Final	June 19, 2025	July 1, 2025

	2025 dividends
Type of coupon	Ex-dividend dates	Payment dates
First interim	October 1, 2025	October 3, 2025
Second interim	January 2, 2026	January 6, 2026
Third interim	April 1, 2026	April 7, 2026
Final	July 1, 2026	July 3, 2026

The above indicative ex-dividend dates and payment dates relate to the TotalEnergies shares listed on the Euronext.

Nigeria: Production commences at the Akpo West field

On February 7, 2024, TotalEnergies and its partners announced the start of production from the Akpo West field on the PML2 license in Nigeria.

Located 135 kilometers off the coast, Akpo West is tied back to the existing Akpo Floating Production Storage and Offloading (FPSO) facility, which started-up in 2009 and produced 124,000 barrels of oil equivalent per day in 2023. By mid-2024, Akpo West is expected to add 14,000 barrels of condensate production per day, to be followed by up to 4 million cubic meters of gas per day by 2028.

The Akpo West development leverages the existing Akpo facilities to keep costs low and minimize greenhouse gas emissions. The project’s carbon intensity is expected to be below 5 kg CO2e/boe and contribute to reducing the average carbon intensity of TotalEnergies’ portfolio.

TotalEnergies is the operator of PML2 with a 24% interest, in partnership with CNOOC (45%), Sapetro (15%), Prime 130 (16%) and the Nigerian National Petroleum Company Ltd. as the concessionaire of the PSC.

FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statements (including forward-looking statements 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 the COVID-19 pandemic. 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.

The information on risk factors that could have a significant adverse effect on TotalEnergies’ business, financial condition, including its operating income and cash flow, reputation, outlook or the value of financial instruments issued by TotalEnergies is provided in the most recent version of the Universal Registration Document which is filed by TotalEnergies SE with the French Autorité des Marchés Financiers and the latest annual report on Form 20-F filed with the SEC.

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.

Cautionary Note to U.S. Investors – The SEC permits oil and gas companies, in their filings with the SEC, to separately disclose proved, probable and possible reserves that a company has determined in accordance with SEC rules. We may use certain terms in this press release, such as “potential reserves” or “resources”, that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the disclosure in the Form 20-F of TotalEnergies SE, File N° 1-10888, available from us at 2, place Jean Millier – Arche Nord Coupole/Regnault - 92078 Paris-La Défense Cedex, France, or at the Company website totalenergies.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s website sec.gov.

EX-99.3 4 tm2412491d3_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

CAPITALIZATION AND INDEBTEDNESS OF TOTALENERGIES

(unaudited)

The following table sets out the unaudited consolidated capitalization and long-term indebtedness, as well as short-term indebtedness, of TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE (collectively, “TotalEnergies”) as of March 31, 2024, prepared on the basis of IFRS. Currency amounts are expressed in U.S. dollars (“dollars” or “$”) or in euros (“euros” or “€”).

	At March 31, 2024

	(in millions of dollars)
Current financial debt, including current portion of non-current financial debt
Current portion of non-current financial debt	7,130
Current financial debt	10,843
Current portion of financial instruments for interest rate swaps liabilities	292
Other current financial instruments — liabilities	189
Financial liabilities directly associated with assets held for sale	(2	)
Total current financial debt	18,452
Non-current financial debt	38,053
Non-controlling interests	2,734
Shareholders’ equity
Common shares	7,548
Paid-in surplus and retained earnings	129,937
Currency translation adjustment	(14,167	)
Treasury shares	(4,909	)
Total shareholders’ equity — TotalEnergies share	118,409
Total capitalization and non-current indebtedness	159,196

As of March 31, 2024, TotalEnergies SE had an issued share capital of 2,386,846,474 ordinary shares with a par value of €2.50 per share, of which 65,716,125 were treasury shares. For more information on the delegations of authority and powers granted to the Board of Directors with respect to share capital increases and authorization for share cancellation, see Exhibit 15.1 (section 4.4.2, chapter 4) to the Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024.

As of March 31, 2024, approximately $8,254 million of TotalEnergies’ non-current financial debt was secured and $29,799 million was unsecured, and all of TotalEnergies’ current financial debt of $18,452 million was unsecured. As of March 31, 2024, TotalEnergies had no outstanding guarantees from third parties relating to its consolidated indebtedness. Since March 31, 2024, TotalEnergies SE closed a US public offering of US$1.25 billion of 5.150% guaranteed notes due 2034, US$1.75 billion of 5.488% guaranteed notes due 2054 and US$1.25 billion of 5.638% guaranteed notes due 2064, in each case to be issued by TotalEnergies Capital and guaranteed by TotalEnergies SE.

For more information about TotalEnergies’ off-balance sheet commitments and contingencies, see Note 13.1 of the Notes to TotalEnergies’ audited Consolidated Financial Statements in its Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024.

Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent liabilities of TotalEnergies since March 31, 2024.