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6-K 1 tm2412701d1_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

 

May 2nd, 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.

 

 

 

 


 

TotalEnergies SE is providing on this Form 6-K a description of certain recent developments relating to its business.

 

 


 

EXHIBIT INDEX

 

Exhibit No. Description
   
Exhibit 99.1 TotalEnergies Launches New Battery Storage Project in Belgium (April 3, 2024).
   
Exhibit 99.2 Disclosure of Transactions in Own Shares (April 3, 2024).
   
Exhibit 99.3 Joint Statement of the Independent State of Papua New Guinea and TotalEnergies (April 8, 2024).
   
Exhibit 99.4 United States: TotalEnergies Expands its Natural Gas Production in Texas (April 8, 2024).
   
Exhibit 99.5 Disclosure of Transactions in Own Shares (April 8, 2024).
   
Exhibit 99.6 Algeria: TotalEnergies expands its partnership with SONATRACH in Timimoun region and in the marketing of LNG (April 8, 2024).
   
Exhibit 99.7 Disclosure of Transactions in Own Shares (April 15, 2024).
   
Exhibit 99.8 Oman: TotalEnergies launches the Marsa LNG project and deploys its multi-energy strategy in the Sultanate of Oman (April 22, 2024).
   
Exhibit 99.9 TotalEnergies signs an agreement in view of acquiring the remaining 50% of SapuraOMV, a significant Upstream Gas Operator in Malaysia (April 22, 2024).
   
Exhibit 99.10 Disclosure of Transactions in Own Shares (April 22, 2024).
   
Exhibit 99.11 TotalEnergies and Vanguard Renewables, a Portfolio Company of BlackRock’s Diversified Infrastructure Business, Join Forces to Develop Renewable Natural Gas in the United States (April 24, 2024).
   
Exhibit 99.12 Republic of Congo: TotalEnergies increases its interest in giant field Moho and divests two mature assets (April 24, 2024).
   
Exhibit 99.13 First Quarter 2024 Results (April 26, 2024).
   
Exhibit 99.14 TotalEnergies announces the first interim dividend of €0.79/share for fiscal year 2024, an increase close to 7% compared to 2023 (April 26, 2024).
   
Exhibit 99.15 TotalEnergies Ranks 1st in Employee Shareholder Ownership in Europe at over €11 billion of its Capital (April 26, 2024).
   
Exhibit 99.16 The Board of Directors of TotalEnergies reaffirms the relevance of unified governance in order to pursue the transition strategy of the Company (April 26, 2024).
   
Exhibit 99.17 Disclosure of Transactions in Own Shares (April 29, 2024).

 

 


 

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: May 2nd, 2024 By: /s/ GWENOLA JAN
    Name: Gwenola Jan
    Title: Company Treasurer

 

 

 

EX-99.1 2 tm2412701d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

  PRESS RELEASE

 

 

TotalEnergies Launches

New Battery Storage Project in Belgium

 

 

Antwerp, 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 will be developed on the site of TotalEnergies’ depot in Feluy. It will 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, will 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.

 

"We are pleased to announce this new storage project in Feluy, just a year after we began our Antwerp project, which should be operational by the end of the year. These projects are fully in line with our integrated development strategy for electricity, not just in Belgium, but globally," said Olivier Jouny, Senior Vice President, Integrated Power at TotalEnergies. "These technical systems also confirm the European leadership of our affiliate specialized in battery production, Saft, and its industrial-scale stationary storage know-how."

 

 

TotalEnergies and electricity in Belgium

 

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.

 

***

 

About Saft

Saft specializes in advanced technology battery solutions for industry, from the design and development to the production, customization and service provision. For more than 100 years, Saft’s longer-lasting batteries and systems have provided critical safety applications, back-up power and propulsion for our customers. Our innovative, safe and reliable technology delivers high performance on land, at sea, in the air and in space.

 

 


 

Saft is powering industry and smarter cities, while providing critical back-up functionality in remote and harsh environments from the Arctic Circle to the Sahara Desert. Saft is a wholly owned subsidiary of TotalEnergies, a broad energy company that produces and markets energies on a global scale: oil and biofuels, natural gas and green gases, renewables and electricity.

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations:+33 (0)1 47 44 46 99l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations:+33 (0)1 47 44 46 46 l ir@totalenergies.com

 

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

EX-99.2 3 tm2412701d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

 

 

Disclosure of Transactions in Own Shares

 

 

 

Paris, April 3, 2024 – In accordance with the authorization given by the ordinary shareholders’ general meeting on May 26, 2023, to trade on its shares and pursuant to applicable law on share repurchase, TotalEnergies SE (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) on March 25, 2024:

 

Transaction Date Total daily volume
(number of shares)
Daily weighted
average purchase
price of shares
(EUR/share)
Amount of
transactions (EUR)
Market (MIC Code)
25/03/2024 111,072 63.027979 7,000,643.68 XPAR
25/03/2024 20,000 63.107114 1,262,142.28 CEUX
25/03/2024 4,000 63.133258 252,533.03 TQEX
25/03/2024 4,000 63.134850 252,539.40 AQEU
Total 139,072 63.045461 8,767,858.40  

 

 

Transaction details

 

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) a full breakdown of the individual trades are disclosed on the TotalEnergies website: https://totalenergies.com/investors/shares-and-dividends/total-shares/info/company-share-transactions

 

About TotalEnergies

TotalEnergies is a global multi-energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to energy that is ever more affordable, more sustainable, more reliable and accessible to as many people as possible. Active in nearly 130 countries, TotalEnergies puts sustainable development in all its dimensions at the heart of its projects and operations to contribute to the well-being of people.

 

TotalEnergies Contacts

Media Relations:+33 (0)1 47 44 46 99l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations:+33 (0)1 47 44 46 46 l ir@totalenergies.com

 

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

 


 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

EX-99.3 4 tm2412701d1_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

 

 

 

JOINT STATEMENT

 

 

Joint Statement of the Independent State of Papua New Guinea and TotalEnergies

 

 

Paris/Port Moresby, 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 fully committed to Papua LNG.

 

In particular, he shared the high interest of several LNG buyers for off-taking LNG from Papua LNG due to its strategic location close to key Asian markets.

 

He also informed the Prime Minister that, after receiving first EPC offers, it appears that the project will need to keep working with contractors to obtain commercially viable EPC contracts and requires more work to reach FID.

 

In that view, the project will 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 will not affect the early works planned in Papua New Guinea in 2024 and that the project will 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.

 

 

***

 

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com

 

 


 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.4 5 tm2412701d1_ex99-4.htm EXHIBIT 99.4

 

Exhibit 99.4

 

PRESS RELEASE

 

United States: TotalEnergies Expands its Natural Gas
Production in Texas

 

Paris, April 8, 2024 – TotalEnergies has 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.

 

TotalEnergies increases its natural gas production in the U.S

 

Located in Texas, the Dorado field will 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).

 

TotalEnergies, largest exporter of U.S. LNG

 

With over 10 million tons (Mt) in 2023, TotalEnergies was the number one 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 will 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.

 

"This acquisition strengthens our production of natural gas in the United States, contributing to reinforce TotalEnergies' LNG integration with a low cost and low emission upstream gas feed,” said Nicolas Terraz, President, Exploration & Production at TotalEnergies. "We are pleased to partner with EOG Resources, an operator recognized for its strong technical expertise.”

 

 

***

 

TotalEnergies in the United States

TotalEnergies is deploying its integrated energy model in the United States, where it has been active since 1957. With over 10 Mt of output in 2023, TotalEnergies is the leading exporter of US LNG, thanks to its 16.6% stake in the Cameron LNG plant in Louisiana and long-term supply contracts. By 2030, this capacity will reach 15 Mt/y, following the start-up of the Rio Grande LNG plant in South Texas.

With upstream gas production assets in Texas, the Company is integrated throughout the LNG value chain.

The US is a key country for the deployment of TotalEnergies’ Integrated Power strategy, where its portfolio includes 25 GW of renewables projects, flexible generation assets, including 1.5 GW of gas-fired power plants in Texas, and a trading center in Houston.

The Company is also active in upstream oil production in the Gulf of Mexico, and in refining and petrochemicals, centered on its platform in Port Arthur (Texas). TotalEnergies is also present in CCS and in low-carbon fuels, such as biogas and e-NG.

 

 


 

TotalEnergies, the world’s third largest LNG player

TotalEnergies is the world’s third largest LNG player with a global portfolio of 44 Mt/y in 2023 thanks to its interests in liquefaction plants in all geographies. The Company benefits from an integrated position across the LNG value chain, including production, transportation, access to more than 20 Mt/y of regasification capacity in Europe, trading, and LNG bunkering. TotalEnergies’ ambition is to increase the share of natural gas in its sales mix to close to 50% by 2030, to reduce carbon emissions and eliminate methane emissions associated with the gas value chain, and to work with local partners to promote the transition from coal to natural gas.

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.5 6 tm2412701d1_ex99-5.htm EXHIBIT 99.5

 

Exhibit 99.5

 

 

 

 

Disclosure of Transactions in Own Shares

 

Paris, April 08, 2024 – In accordance with the authorization given by the ordinary shareholders’ general meeting on May 26, 2023, to trade on its shares and pursuant to applicable law on share repurchase, TotalEnergies SE (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from April 02 to April 05, 2024:

 

Transaction Date Total daily volume
(number of shares)
Daily weighted
average purchase
price of shares
(EUR/share)
Amount of
transactions (EUR)
Market (MIC Code)
02/04/2024 255,673 65.585210 16,768,367.40 XPAR
02/04/2024 115,000 65.552539 7,538,541.99 CEUX
02/04/2024 15,000 65.585545 983,783.18 TQEX
02/04/2024 25,000 65.581746 1,639,543.65 AQEU
03/04/2024 254,284 66.404897 16,885,702.83 XPAR
03/04/2024 110,000 66.398733 7,303,860.63 CEUX
03/04/2024 15,000 66.393103 995,896.55 TQEX
03/04/2024 25,000 66.394528 1,659,863.20 AQEU
04/04/2024 249,961 66.967982 16,739,383.75 XPAR
04/04/2024 110,000 66.964666 7,366,113.26 CEUX
04/04/2024 15,000 66.963799 1,004,456.99 TQEX
04/04/2024 25,000 66.965920 1,674,148.00 AQEU
05/04/2024 253,012 67.068070 16,969,026.53 XPAR
05/04/2024 110,000 67.074299 7,378,172.89 CEUX
05/04/2024 10,000 67.072705 670,727.05 TQEX
05/04/2024 25,000 67.079422 1,676,985.55 AQEU
Total 1,612,930 66.496732 107,254,573.42  

 

Transaction details

 

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) a full breakdown of the individual trades are disclosed on the TotalEnergies website: https://totalenergies.com/investors/shares-and-dividends/total-shares/info/company-share-transactions

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations:+33 (0)1 47 44 46 99l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations:+33 (0)1 47 44 46 46 l ir@totalenergies.com

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

 

 


 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. TotalEnergies SE has no liability for the acts or omissions of these entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.6 7 tm2412701d1_ex99-6.htm EXHIBIT 99.6

 

Exhibit 99.6

 

PRESS RELEASE

 

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

 

Algiers, 8 April 2024 - TotalEnergies and SONATRACH have 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.

 

"This Memorandum of Understanding reflects our shared willingness to expand our strategic partnership with SONATRACH", said Julien Pouget, Senior Vice President Middle East & North Africa, Exploration & Production at TotalEnergies.

 

Earlier this year, 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 will thus be delivering two million tonnes of LNG to TotalEnergies at the port of Fos-Cavaou, near Marseille, which will contribute directly to the security of energy supply in France and Europe.

 

 

***

 

About TotalEnergies in Algeria

TotalEnergies is a long-standing player in the Algerian energy sector. Present in the country through its various subsidiaries. The Company is active in oil and gas exploration and production through its interests in the Tin Fouyé Tabankort and Timimoun gas fields, the Berkine Basin oil fields (Blocks 404a and 208) and liquefied natural gas via supply contracts with Sonatrach. In 2023, the Company produced 51 kboe/d (group share) in Algeria through its interests in the TFT II and Timimoun gas fields and in the Berkine Basin oil fields (blocks 404a and 208). Downstream, TotalEnergies Lubrifiants Algérie SPA and TotalEnergies Bitumes Algérie SPA market lubricants and bitumen. This integrated model ensures synergies between the various activities and provides a comprehensive offering based on innovation, complementarity, and value creation. TotalEnergies is committed to supporting economic development by launching new investment programs that contribute to the country's development.

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com

 

 


 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.7 8 tm2412701d1_ex99-7.htm EXHIBIT 99.7

 

Exhibit 99.7

 

 

 

 

Disclosure of Transactions in Own Shares

 

 

Paris, April 15, 2024 – In accordance with the authorization given by the ordinary shareholders’ general meeting on May 26, 2023, to trade on its shares and pursuant to applicable law on share repurchase, TotalEnergies SE (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from April 08 to April 12, 2024:

 

Transaction Date Total daily volume
(number of shares)
Daily weighted
average purchase
price of shares
(EUR/share)
Amount of
transactions (EUR)
Market (MIC Code)
08/04/2024 250,711 67.577211 16,942,350.15 XPAR
08/04/2024 110,000 67.570010 7,432,701.10 CEUX
08/04/2024 10,000 67.515626 675,156.26 TQEX
08/04/2024 25,000 67.561411 1,689,035.28 AQEU
09/04/2024 246,686 67.811323 16,728,104.03 XPAR
09/04/2024 110,000 67.823472 7,460,581.92 CEUX
09/04/2024 16,000 67.846246 1,085,539.94 TQEX
09/04/2024 20,000 67.838960 1,356,779.20 AQEU
10/04/2024 247,386 67.906864 16,799,207.46 XPAR
10/04/2024 110,000 67.920727 7,471,279.97 CEUX
10/04/2024 15,000 67.930706 1,018,960.59 TQEX
10/04/2024 20,000 67.934706 1,358,694.12 AQEU
11/04/2024 253,964 68.452306 17,384,421.44 XPAR
11/04/2024 110,000 68.490396 7,533,943.56 CEUX
11/04/2024 10,000 68.530981 685,309.81 TQEX
11/04/2024 20,000 68.495246 1,369,904.92 AQEU
12/04/2024 253,790 68.987422 17,508,317.83 XPAR
12/04/2024 110,000 69.000407 7,590,044.77 CEUX
12/04/2024 10,000 69.005351 690,053.51 TQEX
12/04/2024 20,000 69.005694 1,380,113.88 AQEU
Total 1,968,537 68.152389 134,160,499.72  

 

 

Transaction details

 

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) a full breakdown of the individual trades are disclosed on the TotalEnergies website: https://totalenergies.com/investors/shares-and-dividends/total-shares/info/company-share-transactions

 

About TotalEnergies

 

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations:+33 (0)1 47 44 46 99l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations:+33 (0)1 47 44 46 46 l ir@totalenergies.com

 

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

 


 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. TotalEnergies SE has no liability for the acts or omissions of these entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.8 9 tm2412701d1_ex99-8.htm EXHIBIT 99.8

 

Exhibit 99.8

 

PRESS RELEASE

 

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

 

Paris, April 22, 2024 – During a visit in Muscat on April 21st, 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 had signed a Sale and Purchase Agreement (SPA) with Oman LNG to offtake 0.8 Mtpa of LNG for ten years from 2025, making the Company one of the main offtaker of Oman LNG's production.

 

Finally, TotalEnergies (49%) and OQ Alternative Energy (51%), the national renewable energy champion, 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

 

 

Marsa LNG, an innovative integrated project

 

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 will 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 will 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 will be off-taken by TotalEnergies (80%) and OQ (20%).

 

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

 

Setting very low carbon intensity standards for the next generation of LNG plants

 

The Marsa LNG plant will 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 will generate long-term employment opportunities and significant socio-economic benefits for the city of Sohar and the region.

 

 

The first LNG bunkering hub in the Middle East

 

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. Compared to conventional marine fuel, LNG helps to cut:

· Greenhouse gas emissions by up to 23%,
· Nitrogen oxide emissions by up to 85%.
· Sulfur emissions by 99%,
· Fine particle emissions by 99%.

 

“We are proud to open a new chapter in our history in the Sultanate of Oman with the launch of the Marsa LNG project, together with our partner OQ, demonstrating our long-term commitment to the country. We are especially pleased to deploy the two pillars of our transition strategy, LNG and renewables, and thus support the Sultanate on a new scale in the sustainable development of its energy resources”, said Patrick Pouyanné, Chairman and CEO of TotalEnergies. “This very innovative project illustrates our pioneer spirit and showcases the relevance of our integrated multi-energy strategy, with the ambition of being a responsible player in the energy transition. By paving the way for the next generation of very low emission LNG plants, Marsa LNG is contributing to making gas a long-term transition energy.”

 

 


 

 

 

 

***

 

 

 

TotalEnergies in Oman

TotalEnergies has been present in Oman since 1937.

In the first quarter 2024, TotalEnergies’ production in Oman was 61 kboe/d. TotalEnergies produces oil in Block 6 (4%), natural gas in Block 10 (26.55% via Marsa LNG LLC) as well as LNG through its participation in the Oman LNG (5.54%)/Qalhat LNG (2.04% via Oman LNG) liquefaction complex with an overall capacity of 11.4 Mtpa. TotalEnergies is currently conducting exploration activities in Block 12 (50%, operator), and is appraising Block 11 (22.5%).

TotalEnergies also contributes to the development of renewables in the country, such as the largest solar photovoltaic system built to provide power for a desalination plant in Oman (17 MWp – 30,000 MWh/y), in a joint-venture with Veolia, which began commercial operation in April 2023.

 

TotalEnergies, the world’s third largest LNG player

TotalEnergies is the world’s third largest LNG player with a global portfolio of 44 Mt/y in 2023 thanks to its interests in liquefaction plants in all geographies. The Company benefits from an integrated position across the LNG value chain, including production, transportation, access to more than 20 Mt/y of regasification capacity in Europe, trading, and LNG bunkering. TotalEnergies’ ambition is to increase the share of natural gas in its sales mix to close to 50% by 2030, to reduce carbon emissions and eliminate methane emissions associated with the gas value chain, and to work with local partners to promote the transition from coal to natural gas.

 

 


 

TotalEnergies supports the role of LNG in shipping’s energy transition

Marine LNG sharply reduces emissions from ships and significantly improves air quality, in particular when at berth, for the benefit of port cities and communities in coastal areas. Used as a marine fuel, LNG helps to cut greenhouse gas emissions by up to 23% compared to conventional marine fuel and has the potential to reduce emissions significantly more if bio or synthetic LNG is used. As such, marine LNG is a sustainable, affordable and immediately available way of reducing emissions in the shipping sector. TotalEnergies has actively invested in LNG bunkering infrastructure, critical to supporting its shipping customers' adoption of LNG as a marine fuel. The Company currently deploys three LNG bunker vessels: the Gas Agility at the Port of Rotterdam, Netherlands, the Gas Vitality at the Port of Marseille-Fos, France, and the Brassavola at the Port of Singapore.

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com

 

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.9 10 tm2412701d1_ex99-9.htm EXHIBIT 99.9

 

Exhibit 99.9

 

PRESS RELEASE

 

 

 

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

 

 

Paris, April 22, 2024 – TotalEnergies has 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 would own 100% of SapuraOMV.

 

SapuraOMV’s main assets are its 40% operated interest in block SK408 and 30% operated interest in block SK310, both located offshore Sarawak in Malaysia. In 2023, SapuraOMV’s operated production (100%) was about 500 Mcf/d of natural gas, feeding the Bintulu LNG plant operated by Petronas, as well as 7 kb/d of condensates. On block SK408, the development of Jerun gas field is on track for a startup in the second half of 2024. SapuraOMV also holds interests in exploration licenses in Malaysia, Australia, New Zealand and Mexico, where a discovery was made in 2023 on block 30.

 

“Following the transaction with OMV announced two months ago and this new transaction with Sapura Upstream Assets, TotalEnergies will have full ownership of SapuraOMV and become a significant gas operator in Malaysia,” said Patrick Pouyanné, Chairman and CEO of TotalEnergies. “The SapuraOMV assets are fully in line with our strategy to grow our gas production to meet demand growth, focusing our portfolio on low-cost and low-emission assets. We look forward to strengthening our global partnership with Petronas in Malaysia, a country where we see further development opportunities for our Company.”

 

 

***

 

 

About TotalEnergies in Malaysia

TotalEnergies owns interests in two PSCs in exploration phase and signed in June 2023 an agreement with Petronas and Mitsui to develop a carbon storage project in Southeast Asia and evaluate several CO2 storage sites in the Malay Basin.

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR

 

 


 

Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com

 

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.10 11 tm2412701d1_ex99-10.htm EXHIBIT 99.10

 

Exhibit 99.10

 

 

 

 

Disclosure of Transactions in Own Shares

 

 

Paris, April 22, 2024 – In accordance with the authorization given by the ordinary shareholders’ general meeting on May 26, 2023, to trade on its shares and pursuant to applicable law on share repurchase, TotalEnergies SE (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from April 15 to April 19, 2024:

 

Transaction Date Total daily volume
(number of shares)
Daily weighted
average purchase
price of shares
(EUR/share)
Amount of
transactions (EUR)
Market (MIC Code)
15/04/2024 256,706 68.456043 17,573,076.97 XPAR
15/04/2024 110,000 68.462048 7,530,825.28 CEUX
15/04/2024 10,000 68.502305 685,023.05 TQEX
15/04/2024 20,000 68.471083 1,369,421.66 AQEU
16/04/2024 263,523 67.418698 17,766,377.55 XPAR
16/04/2024 110,000 67.431889 7,417,507.79 CEUX
16/04/2024 10,000 67.424790 674,247.90 TQEX
16/04/2024 20,000 67.435326 1,348,706.52 AQEU
17/04/2024 261,772 67.710062 17,724,598.35 XPAR
17/04/2024 110,000 67.712331 7,448,356.41 CEUX
17/04/2024 10,000 67.703630 677,036.30 TQEX
17/04/2024 20,000 67.713992 1,354,279.84 AQEU
18/04/2024 262,830 67.272806 17,681,311.60 XPAR
18/04/2024 110,000 67.275396 7,400,293.56 CEUX
18/04/2024 10,000 67.272685 672,726.85 TQEX
18/04/2024 20,000 67.276676 1,345,533.52 AQEU
19/04/2024 265,444 66.822702 17,737,685.31 XPAR
19/04/2024 110,000 66.880420 7,356,846.20 CEUX
19/04/2024 11,000 66.827451 735,101.96 TQEX
19/04/2024 20,000 66.817921 1,336,358.42 AQEU
Total 2,011,275 67.536918 135,835,315.05  

 

Transaction details

 

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) a full breakdown of the individual trades are disclosed on the TotalEnergies website: https://totalenergies.com/investors/shares-and-dividends/total-shares/info/company-share-transactions

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations:+33 (0)1 47 44 46 99l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations:+33 (0)1 47 44 46 46 l ir@totalenergies.com

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

 


 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. TotalEnergies SE has no liability for the acts or omissions of these entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.11 12 tm2412701d1_ex99-11.htm EXHIBIT 99.11

 

Exhibit 99.11

 

 
   
   
  PRESS RELEASE

 

 

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

 

 

Paris/Boston, 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 will 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.

 

"TotalEnergies is pleased to partner with BlackRock and its portfolio company Vanguard Renewables, to accelerate the development of food biowaste processing into renewable natural gas in the United States. By expanding into this fast-growing market, our joint venture will create value for both companies while benefiting the food and farming sectors as well as providing a ready-to-use solution to industrial companies willing to decarbonize their energy supply. This joint venture is a new step for TotalEnergies in achieving its objective to produce 10 TWh of renewable natural gas by 2030,” said Olivier Guerrini, Vice President, Biogas at TotalEnergies.

 

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.

 

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.

 

 


 

 
   
   
  PRESS RELEASE

 

 

BlackRock will remain the majority shareholder of Vanguard Renewables.

 

“We are thrilled to welcome TotalEnergies as a strategic partner, building on our mission of developing farm-based organics-to-renewable natural gas projects across the United States. This collaboration validates Vanguard’s leadership position in the RNG space in the U.S. and brings together our expertise with TotalEnergies’ extensive experience in large-scale energy development, safety procedures, and global partnerships. These 10 RNG projects, jointly undertaken by TotalEnergies and Vanguard Renewables as co-investment partners, further reinforce our commitment and ability to deliver on our mission of harnessing the power of waste to decarbonize our planet,” stated Neil H. Smith, Chief Executive Officer at 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.

 

“This exciting partnership brings together TotalEnergies’ global experience in scaling and operating renewable gas assets with Vanguard Renewables’ market-leading position in the United States, extensive operational history and customer relationships, and robust project portfolio. With TotalEnergies as a strategic partner, Vanguard Renewables will be positioned to achieve even stronger growth and continued success”, said Doug Vaccari, Managing Director, Diversified Infrastructure, BlackRock.

 

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.

 

 


 

 
   
   
  PRESS RELEASE

 

 

The Alliance’s members include multinational 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.

 

 

***

 

About Vanguard Renewables

Vanguard Renewables, based in Weston, Massachusetts, is a national leader in developing food and dairy waste-to-renewable energy projects. The Company owns and operates on-farm anaerobic digester facilities in the northeast and currently operates manure-only digesters in the south and west for Dominion Energy. Vanguard Renewables plans to expand nationwide to more than 100 anaerobic digestion facilities by 2028. Vanguard Renewables is committed to advancing decarbonization by reducing greenhouse gas emissions from farms and food waste, generating renewable energy, and supporting regenerative agriculture on partner farms via Farm Powered® anaerobic digestion. Vanguard Renewables is a portfolio company of funds managed by BlackRock.

To learn more visit vanguardrenewables.com

 

TotalEnergies and biogas

TotalEnergies is a leading company in the European biogas segment with production capacity of 1.1 TWh. The Company aims to become a major player in this segment across several key markets, particularly in Europe and the United States by joining forces with leading partners such as Clean Energy and Veolia, to reach its objective of producing 10 TWh of biomethane by 2030. It is active across the entire value chain, from project development to marketing of this renewable gas and its byproducts, including biofertilizers and bioCO2.

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

 


 

 
   
   
  PRESS RELEASE

 

 

TotalEnergies Contacts

Media Relations:+33 (0)1 47 44 46 99l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations:+33 (0)1 47 44 46 46 l ir@totalenergies.com

 

Vanguard Renewables Contact
Billy Kepner

+1 (607) 331-9806

bkepner@vanguardrenewables.com

 

BlackRock Contact

Christopher Beattie

+1 (646) 231-8518

christopher.beattie@blackrock.com

 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.12 13 tm2412701d1_ex99-12.htm EXHIBIT 99.12

 

Exhibit 99.12

 

PRESS RELEASE

 

 

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

 

 

Paris, April 24, 2024 – TotalEnergies announces that its 85%-owned affiliate, TotalEnergies EP Congo, has 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 will 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%).

 

“With these transactions, TotalEnergies continues to dynamically manage its portfolio. In line with our strategy, we focus on low cost, low emission assets, and leverage our deep offshore expertise”, said Mike Sangster, Senior Vice President Africa, Exploration and Production at TotalEnergies. “As a long-term partner of the Republic of Congo, TotalEnergies remains fully committed to the country through our increased stake and operatorship in Moho field, and is preparing for the drilling of an exploration well on the Marine XX license before summer 2024.”

 

 

***

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com

 

 


 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies  

 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.13 14 tm2412701d1_ex99-13.htm EXHIBIT 99.13

 

Exhibit 99.13

 

  PRESS RELEASE

 

First quarter 2024 results

 

With $5.1B adjusted net income and $8.2B CFFO,
TotalEnergies delivers strong results 

in line with its ambitious 2024 objectives

 

  1Q24 4Q23 Change 1Q23 Change  
  vs 4Q23 vs 1Q23  
Net income (TotalEnergies share) (B$) 5.7 5.1 +13% 5.6 +3%  
Adjusted net income (TotalEnergies share)(1)            
- in billions of dollars (B$) 5.1 5.2 -2% 6.5 -22%  
- in dollars per share 2.14 2.16 -1% 2.61 -18%  
Adjusted EBITDA(1) (B$) 11.5 11.7 -2% 14.2 -19%  
Cash flow from operations 8.2 8.5 -4% 9.6 -15%  
excluding working capital (CFFO)(1) (B$)
Cash flow from operating activities (B$) 2.2 16.2 -87% 5.1 -58%  

 

Paris, April 26, 2024 – The Board of Directors of TotalEnergies SE, chaired by CEO Patrick Pouyanné, met on April 25, 2024, to approve the first quarter 2024 financial statements. On the occasion, Patrick Pouyanné said:

 

“Celebrating its 100th year anniversary in 2024, TotalEnergies demonstrates once again this quarter the relevance of its balanced transition strategy that is anchored on two pillars, hydrocarbons and power, delivering strong results and an attractive shareholder return. In a context of sustained oil prices and refining margins but softening gas prices, the Company announced first quarter 2024 adjusted net income of $5.1 billion and cash flow of $8.2 billion, in line with its ambitious 2024 objectives.

 

During the first quarter, Oil & Gas production was 2.46 Mboe/d, benefiting from 6% quarter-to-quarter production growth in LNG and from start-ups at Mero 2 in Brazil and Akpo West in Nigeria. The Company positively appraised the Venus discovery in Namibia and Cronos in Cyprus. Exploration & Production delivered adjusted net operating income of $2.6 billion and cash flow of $4.5 billion, and confirms its leadership as a low-cost operator with upstream production costs below 5 $/boe.

 

Integrated LNG achieved adjusted net operating income of $1.2 billion and cash flow of $1.3 billion for the quarter in a softening and less volatile price environment. The Company strengthened its integration in the LNG value chain with the acquisition of Lewis Energy Group’s upstream natural gas assets in the Eagle Ford Basin in the United States, and with the signature of an LNG sales agreement to Sembcorp in Asia. The Company further deployed its multi-energy strategy in Oman, launching the fully-electric and very low emissions (3 kg/boe) Marsa LNG project that targets in priority the marine fuels market and developing an 800 MW portfolio of wind and solar projects, including the 300 MW solar project that will supply Marsa LNG.

 

During the first quarter, Integrated Power generated sequentially higher adjusted net operating income of $0.6 billion and $0.7 billion of cash flow, with a return on average capital employed reaching 10%, confirming the Company's ability to profitability grow across the electricity value chain. TotalEnergies enhanced its integrated position in Texas through a 1.5 GW flexible gas capacity acquisition that closed this quarter.

 

Downstream adjusted net operating income was $1.2 billion and cash flow was $1.8 billion, benefiting from strong refining margins. The Company finalized the divestment of part of its European retail network to Alimentation Couche-Tard and advanced its development in Sustainable Aviation Fuels (SAF) through partnerships with Airbus and SINOPEC.

 

Given these strong results, in line with TotalEnergies’ ambitious 2024 objectives, the Board of Directors decided the distribution of a first interim dividend of 0.79 €/share for fiscal year 2024, an increase close to 7% compared to 2023, and authorized the Company to buy back shares for $2 billion in the second quarter of 2024.”

 

 

(1)  Refer to Glossary pages 23 & 24 for the definitions and further information on alternative performance measures (Non-GAAP measures) and to page 19 and following for reconciliation tables.

 

    1

 

1.      Highlights (2)

 

· 100th anniversary of TotalEnergies on March 28, 2024, and launch of the “100 for 100” operation:

100 TotalEnergies free shares allocation plan to the 100,000 employees of the Company*

€100 offer to the first new 100,000 electricity customers and to 100,000 individual gas station customers in France subject to conditions

 

Social and environmental responsibility

 

· Publication of the Sustainability & Climate – 2024 Progress Report presenting the progress made by the Company in 2023 in the implementation of its strategy and its climate ambition
· TotalEnergies ranks #1 in the Net Zero Standard for Oil & Gas benchmark published by Climate Action 100+
· Launch of Care Together by TotalEnergies program, reflecting the Company’s commitment to social responsibility towards its employees
· Continuation of the €1.99/L gas price cap in France
· Launch of the 2024 annual share capital increase reserved for employees, TotalEnergies ranking #1 in employee share ownership in Europe according to the European Federation of Employee Share Ownership
· Deployment of a generative artificial intelligence tool for all TotalEnergies’ employees

 

Upstream

 

· Production start-up of the second phase of the Mero field in Brazil
· Production start-up from the Akpo West field in Nigeria
· Gas production restart at the Tyra offshore hub in Denmark after a major redevelopment
· Agreements with OMV and Sapura Upstream Assets to acquire 100% of SapuraOMV shares, an independent gas producer and operator, in Malaysia
· Acquisition of an interest in block 3B/4B, offshore South Africa
· Positive appraisal of the Cronos gas discovery in block 6, in Cyprus
· Expansion of the partnership with Sonatrach in the Timimoun region in Algeria
· Creation of a joint venture with Vantage (75%/25%) to acquire the Tungsten Explorer drillship
· Launch of an innovative subsea technology to separate and reinject CO2-rich gas at the Mero field in Brazil

 

Downstream

 

· Closing of the divestment of retail networks in Belgium, Luxemburg and the Netherlands to Couche-Tard
· Partnership with Bapco Energies in Bahrain in petroleum products trading
· Strategic partnership with Airbus in Sustainable Aviation Fuels (SAF)
· Partnership with SINOPEC to jointly develop a SAF production unit at SINOPEC’s refinery in China

 

Integrated LNG

 

· Launch of the 1 Mt/y Marsa LNG project, which is a fully electrified and very low emissions (3 kg CO2/boe) LNG plant in Oman, supplied by a 300 MW solar farm
· Acquisition of the 20% interest held by Lewis Energy Group in the Dorado leases in the Eagle Ford shale gas play in Texas
· Signature of a long-term LNG contract to supply 0.8 Mt/y to Sembcorp in Singapore for 16 years
· Extension of the 2 Mt/y LNG supply contract with Sonatrach in Algeria until 2025

 

Integrated Power

 

· Closing of the 1.5 GW acquisition of flexible power generation capacity in Texas
· Launch of a new 75 MWh battery storage project, in Belgium
· Over 1.5 GW of PPAs signed with 600 industrial and commercial customers worldwide

 

Decarbonization and low-carbon molecules

 

· Acquisition of carbon storage projects from Talos Low Carbon Solutions, in the United States
· Creation of a joint-venture with Vanguard Renewables (50%/50%), a BlackRock subsidiary, to produce biomethane in the United States
· Founding member of the international “e-NG Coalition” to support the development of production and use of synthetic methane

 

 

(2)  Some of the transactions mentioned in the highlights remain subject to the agreement of the authorities or to the fulfilment of conditions precedent under the terms of the agreements.
* Designates TotalEnergies SE and the companies in which TotalEnergies holds more that 50% of the share capital and which are directly and indirectly controlled by TotalEnergies SE or under joint control, with the exception of a limited number of companies co-managed with other oil players, as well as those registered or incorporated in a country under economic sanctions.

 

    2

 

2.      Key figures from TotalEnergies’ consolidated financial statements (1)

 

    1Q24   1Q24  
In millions of dollars, except effective tax rate, 1Q24 4Q23 vs 1Q23 vs  
earnings per share and number of shares     4Q23   1Q23  
Adjusted EBITDA (1) 11,493 11,696 -2% 14,167 -19%  
Adjusted net operating income 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%  
Contribution of equity affiliates to adjusted net income 621 597 +4% 1,079 -42%  
Effective tax rate (3) 37.8% 37.7% - 41.4% -  
Adjusted net income (TotalEnergies share) (1) 5,112 5,226 -2% 6,541 -22%  
Adjusted fully-diluted earnings per share (dollars) (4) 2.14 2.16 -1% 2.61 -18%  
Adjusted fully-diluted earnings per share (euros) (5) 1.97 2.02 -2% 2.43 -19%  
Fully-diluted weighted-average shares (millions) 2,352 2,387 -1% 2,479 -5%  
             
Net income (TotalEnergies share) 5,721 5,063 +13% 5,557 +3%  
             
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 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%  
Cash flow from operating activities 2,169 16,150 -87% 5,133 -58%  
Gearing (1) of 10.5% at March 31, 2024 vs.5.0% at December 31, 2023 and 11.5% at March, 31 2023.        

 

 

(3)  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).
(4)  In accordance with IFRS rules, adjusted fully-diluted earnings per share is calculated from the adjusted net income less the interest on the perpetual subordinated bonds.
(5)  Average €-$ exchange rate: 1.0858 in the first quarter 2024, 1.0751 in the fourth quarter 2023 and 1.0730 in the first quarter 2023.

 

    3

 

3. Key figures of environment, greenhouse gas emissions and production

 

3.1 Environment – liquids and gas price realizations, refining margins

 

      1Q24   1Q24  
  1Q24 4Q23 vs 1Q23 vs  
      4Q23   1Q23  
Brent ($/b) 83.2 84.3 -1% 81.2 +3%  
Henry Hub ($/Mbtu) 2.1 2.9 -28% 2.7 -22%  
NBP ($/Mbtu) 8.7 13.3 -35% 16.1 -46%  
JKM ($/Mbtu) 9.3 15.2 -39% 16.5 -44%  
Average price of liquids (6),(7) ($/b) 78.9 80.2 -2%   73.4 +7%    
Consolidated subsidiaries
Average price of gas (6),(8) ($/Mbtu) 5.11 6.17 -17%   8.89 -43%    
Consolidated subsidiaries
Average price of LNG (6),(9) ($/Mbtu) 9.58 10.28 -7%   13.27 -28%    
Consolidated subsidiaries and equity affiliates
European Refining Margin Marker (ERM) (6),(10) ($/t) 71.7 52.6 +36% 90.7 -21%  

 

3.2       Greenhouse gas emissions (11)

 

      1Q24   1Q24  
GHG emissions (MtCO2e) 1Q24 4Q23 vs 1Q23 vs  
      4Q23   1Q23  
Scope 1+2 from operated facilities (12) 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.            

 

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 thanks 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.

 

      1Q24   1Q24  
Methane emissions (ktCH4) 1Q24 4Q23 vs 1Q23 vs  
      4Q23   1Q23  
Methane emissions from operated facilities 8 9 -11% 9 -11%  
             
Methane emissions - equity share 9 11 -18% 11 -18%  
             
Estimated quarterly emissions.            
             
Scope 3 emissions (MtCO2e) 1Q24 2023        
             
Scope 3 from Oil, Biofuels and Gas Worldwide (13) est. 85 355        

 

 

(6)  Does not include oil, gas and LNG trading activities, respectively.
(7)  Sales in $ / Sales in volume for consolidated affiliates.
(8)  Sales in $ / Sales in volume for consolidated affiliates.
(9)  Sales in $ / Sales in volume for consolidated and equity affiliates.
(10)  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.
(11)  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.
(12)  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 Universal Registration Document) and indirect emissions attributable to brought-in energy (electricity, heat, steam), excluding purchased industrial gases (H2).
(13)  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.

 

    4

 

3.3       Production (14)

      1Q24   1Q24
Hydrocarbon production 1Q24 4Q23 vs 1Q23 vs
      4Q23   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%

 

 

Hydrocarbon production was 2,461 thousand barrels of oil equivalent per day in the first quarter 2024, stable quarter-to-quarter thanks 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.

 

 

(14) Company production = E&P production + Integrated LNG production.

 

    5

 

4. Analysis of business segments

 

4.1 Exploration & Production
   
4.1.1 Production

 

        1Q24   1Q24
Hydrocarbon production 1Q24 4Q23 vs 1Q23 vs
        4Q23   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%

 

 

 

4.1.2 Results

 

      1Q24   1Q24
In millions of dollars, except effective tax rate 1Q24 4Q23 vs 1Q23 vs
      4Q23   1Q23
Adjusted net operating income 2,550 2,802 -9% 2,653 -4%
including adjusted income from equity affiliates 145 130 +12% 135 +7%
Effective tax rate (15) 48.5% 47.7% - 57.1% -
           
Organic investments (1) 2,041 3,117 -35% 2,134 -4%
Acquisitions net of assets sales (1) 36 (4,306) ns 1,938 -98%
Net investments (1) 2,077 (1,189) ns 4,072 -49%
           
Cash flow from operations excluding working capital (CFFO) (1) 4,478 4,690 -5% 4,907 -9%
Cash flow from operating activities 3,590 5,708 -37% 4,536 -21%

 

 

Exploration & Production adjusted net operating income was $2,550 million in the first quarter 2024, down 9% quarter-to-quarter and down 4% year-on-year, primarily driven by lower gas prices and production.

 

Cash flow from operations excluding working capital (CFFO) was $4,478 million in the first quarter 2024, down 5% quarter-to-quarter and down 9% year-on-year, for the same reasons.

 

 

(15) 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).

 

    6

 

4.2 Integrated LNG
   
4.2.1 Production

 

        1Q24   1Q24
Hydrocarbon production for LNG 1Q24 4Q23 vs 1Q23 vs
        4Q23   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%

 

 

        1Q24   1Q24
Liquefied Natural Gas in Mt 1Q24 4Q23 vs 1Q23 vs
        4Q23   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, thanks 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.

 

 

4.2.2 Results

 

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

 

Integrated LNG adjusted net operating income was $1,222 million in the first quarter 2024, down 16% quarter-to-quarter, reflecting lower LNG prices and sales. Due to the low price volatility observed this quarter, the LNG trading result was in line with the historical average.

 

Cash flow from operations excluding working capital (CFFO) for Integrated LNG was $1,348 million in the first quarter 2024, down 24% quarter-to-quarter, for the same reasons and due to the timing effect in dividend payments from some equity affiliates.

 

    7

 

4.3 Integrated Power
   
4.3.1 Productions, capacities, clients and sales

 

        1Q24   1Q24
Integrated Power 1Q24 4Q23 vs 1Q23 vs
        4Q23   1Q23
Net power production (TWh) * 9.6 8.0 +20% 8.4 +14%
  o/w production from renewables 6.0 5.5 +10% 3.8 +56%
  o/w production from gas flexible capacities 3.6 2.5 +42% 4.5 -21%
Portfolio of power generation net installed capacity (GW) ** 19.5 17.3 +13% 12.7 +54%
  o/w renewables 13.7 13.0 +5% 8.4 +64%
  o/w gas flexible capacities 5.8 4.3 +35% 4.3 +35%
Portfolio of renewable power generation gross capacity (GW) **,*** 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) ** 6.0 5.9 +1% 6.0 -1%
Clients gas - BtB and BtC (Million) ** 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%

 

* Solar, wind, hydroelectric and gas flexible capacities.
** End of period data.
*** 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 is 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.

 

 

4.3.2 Results

 

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

 

Integrated Power adjusted net operating income was $611 million in the first quarter 2024, up 16% quarter-to-quarter, reflecting activity growth.

 

Cash flow from operations excluding working capital (CFFO) for Integrated Power was $692 million, as fourth quarter 2023 benefited from higher dividends from equity affiliates. 

 

    8

 

4.4 Downstream (Refining & Chemicals and Marketing & Services)

 

4.4.1 Results

 

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

 

 

4.5 Refining & Chemicals

 

4.5.1 Refinery and petrochemicals throughput and utilization rates

 

      1Q24   1Q24
Refinery throughput and utilization rate* 1Q24 4Q23 vs 1Q23 vs
      4Q23   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.

 

 

      1Q24   1Q24
Petrochemicals production and utilization rate 1Q24 4Q23 vs 1Q23 vs
      4Q23   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-to-quarter mainly due to the restart of Satorp in Saudi Arabia, despite an unplanned shutdown at the Donges refinery in France.

 

Petrochemicals production was up 16% quarter-to-quarter for monomers and 9% for polymers thanks to better steam cracker utilization rates in Europe and the United States. 

 

    9

 

4.5.2 Results

 

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

 

Refining & Chemicals adjusted net operating income was $962 million in the first quarter 2024, up 52% quarter-to-quarter thanks to higher refining margins and higher refinery throughput.

 

Cash flow from operations excluding working capital (CFFO) of $1,291 million in the first quarter 2024 grew less than adjusted net operating income (+10% quarter-to-quarter) due to the timing effect in dividend payments from equity affiliates.

 

    10

 

4.6 Marketing & Services

 

4.6.1 Petroleum product sales

 

        1Q24   1Q24
Sales in kb/d* 1Q24 4Q23 vs 1Q23 vs
        4Q23   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.

 

4.6.2 Results

 

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

 

Marketing & Services adjusted net operating income was $255 million for the first quarter 2024, down 9% year-on-year, due to lower sales of petroleum products.

 

Cash flow from operations excluding working capital (CFFO) increased by 5% year-on-year to $479 million in the first quarter 2024, the growth of high-value activities, notably lubricants, compensating the disposal of part of the European retail network.

 

    11

 

5. TotalEnergies results

 

5.1 Adjusted net operating income from business segments

 

Adjusted net operating income from business segments was $5,600 million in the first quarter of 2024:

· versus $5,724 million in the fourth quarter 2023, mainly due to softening gas prices but was partially compensated by higher refining margins,

· versus $6,993 million in the first quarter 2023, mainly due to softening gas prices and refining margins.

 

5.2 Adjusted net income (1) (TotalEnergies share)

 

TotalEnergies adjusted net income was $5,112 million in the first quarter 2024 versus $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 2024 consisting mainly of: 

· $1.5 billion capital gain 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.

 

TotalEnergies’ average tax rate was stable at 37.8% in the first quarter 2024 versus 37.7% in the fourth quarter 2023.

 

5.3 Adjusted earnings per share

 

Adjusted diluted net earnings per share were $2.14 in the first quarter 2024, based on 2,352 million weighted average diluted shares, compared to $2.16 in the fourth quarter 2023.

 

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 2024 for $2 billion.

 

5.4 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.

 

 

5.5 Net cash flow (1)

 

TotalEnergies' net cash flow 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.

 

2024 first quarter cash flow from operating activities was $2,169 million versus 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.

 

    12

 

5.6 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 (1) 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 (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 (1) 23,278 24,684 35,712
Average capital employed (1) 140,662 130,517 140,842
ROACE (1) 16.5% 18.9% 25.4%

 

 

6. TotalEnergies SE statutory accounts

 

Net income for TotalEnergies SE, the parent company, amounted to €3,410 million in the first quarter 2024, compared to €2,189 million in the first quarter 2023.

 

7. Annual 2024 Sensitivities (16)

 

    Estimated impact on Estimated impact on
  Change adjusted cash flow from
    net operating income operations
Dollar +/- 0.1 $ per € -/+ 0.1 B$ ~0 B$
Average liquids price (17) +/- 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$

 

(16) 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.

(17) In a 80 $/b Brent environment.

 

    13

 

8. 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 dedicated to Integrated Power.

 

 

* * * *

 

To listen to the conference call with Chairman & CEO Patrick Pouyanné and CFO Jean-Pierre Sbraire today at 1:00pm (Paris time), please log on to totalenergies.com or dial +33 (0) 1 70 91 87 04, +44 (0) 12 1281 8004 or +1 718 705 8796. The conference replay will be available on the Company's website totalenergies.com after the event.

 

* * * *

 

TotalEnergies contacts

 

Media Relations:             +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations:          +33 (0)1 47 44 46 46 l ir@totalenergies.com

 

    14

 

9. Operating information by segment

 

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

 

Upstream

 

Production

 

      1Q24   1Q24
Combined liquids and gas 1Q24 4Q23 vs 1Q23 vs
production by region (kboe/d)     4Q23   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%
           
      1Q24   1Q24
Liquids production by region (kb/d) 1Q24 4Q23 vs 1Q23 vs
      4Q23   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%
           
      1Q24   1Q24
Gas production by region (Mcf/d) 1Q24 4Q23 vs 1Q23 vs
      4Q23   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%

 

    15

 

9.2 Downstream (Refining & Chemicals and Marketing & Services)

 

        1Q24   1Q24
Petroleum product sales by region (kb/d) 1Q24 4Q23 vs 1Q23 vs
        4Q23   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%
             
             
        1Q24   1Q24
Petrochemicals production* (kt) 1Q24 4Q23 vs 1Q23 vs
        4Q23   1Q23
Europe 990 845 +17% 1,047 -5%
Americas 645 528 +22% 607 +6%
Middle East and Asia 727 725 - 753 -3%
* Olefins, polymers.          

 

    16

 

9.3 Integrated Power

 

9.3.1 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
Pacific Asia   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

 

 

9.3.2 Installed power generation net capacity

 

    1Q24   4Q23
Installed power generation
net capacity (GW) (18)
  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
Pacific Asia   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

 

(18) End-of-period data.

 

    17

 

9.3.3 Power generation gross capacity from renewables

 

    1Q24   4Q23
Installed power generation gross
capacity from renewables (GW) (19),(20)
  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) (19),(20)
  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) (19),(20)
  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

  

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

(20) End-of-period data.

 

    18

 

10. Alternative Performance Measures (Non-GAAP measures)

 

10.1 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 (TotalEnergies share) 609 (163) (984)
Adjusted net income (TotalEnergies share) 5,112 5,226 6,541

 

    19

 

10.2 Reconciliation of adjusted EBITDA with consolidated financial statements

 

10.2.1 Reconciliation of net income (TotalEnergies share) to adjusted EBITDA

 

      1Q24   1Q24
In millions of dollars 1Q24 4Q23 vs 1Q23 vs
      4Q23   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%

 

 

10.2.2 Reconciliation of revenues from sales to adjusted EBITDA and net income (TotalEnergies share)

 

      1Q24   1Q24
In millions of dollars 1Q24 4Q23 vs 1Q23 vs
      4Q23   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%

 

    20

 

10.3 Investments – Divestments (TotalEnergies share)

 

Reconciliation of Cash flow used in investing activities to Net investments

 

 

      1Q24   1Q24
In millions of dollars 1Q24 4Q23 vs 1Q23 vs
      4Q23   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 - (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).

 

 

10.4 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

 

      1Q24   1Q24
In millions of dollars 1Q24 4Q23 vs 1Q23 vs
      4Q23   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.

 

    21

 

10.5 Gearing ratio

 

In millions of dollars 03/31/2024 12/31/2023 03/31/2023
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.

 

 

10.6 Return on average capital employed

 

 

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 03/31/2023 67,658 34,183 18,982 10,115 8,811   139,830
Capital employed at 03/31/2024 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%

 

    22

 

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. Net Acquisitions 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.

 

Adjusted net operating income is a non-GAAP financial measure and its most directly comparable IFRS measure is Net Income. Adjusted Net Operating Income refers to Net Income before net cost of net debt, i.e., cost of net debt net of its tax effects, less adjustment items. Adjustment items are inventory valuation effect, effect of changes in fair value, and special items. Adjusted Net Operating Income can be a valuable tool for decision makers, analysts and shareholders alike to evaluate the Company’s operating results and understanding its operating trends, by removing the impact of non-operational results and special items and is used to evaluate the Return on Average Capital Employed (ROACE) as explained below.

 

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 Net Acquisitions (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.

 

    23

 

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 Net Acquisitions 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.

 

    24

 

Disclaimer:

 

The terms “TotalEnergies”, “TotalEnergies company” and “Company” in this document are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities.

 

This press release presents the results for the first quarter of 2024 from the consolidated financial statements of TotalEnergies SE as of March 31, 2024 (unaudited). The limited review procedures by the Statutory Auditors are underway. The notes to the consolidated financial statements (unaudited) are available on the website totalenergies.com.

 

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. 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. 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 annual report on Form 20-F filed with the United States Securities and Exchange Commission (“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.

 

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. In addition to IFRS measures, certain alternative performance indicators are presented, such as performance indicators excluding the adjustment items described below (adjusted operating income, adjusted net operating income, adjusted net income), return on equity (ROE), return on average capital employed (ROACE), gearing ratio, operating cash flow before working capital changes, the shareholder rate of return. These indicators are meant to facilitate the analysis of the financial performance of TotalEnergies and the comparison of income between periods. They allow investors to track the measures used internally to manage and measure the performance of TotalEnergies.

 

These adjustment items include:

 

(i) 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.

 

(ii) 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.

 

(iii) 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.

 

The adjusted results (adjusted operating income, adjusted net operating income, adjusted net income) are defined as replacement cost results, adjusted for special items, excluding the effect of changes in fair value.

 

Euro amounts presented for the fully adjusted-diluted earnings per share represent dollar amounts converted at the average euro-dollar (€-$) exchange rate for the applicable period and are not the result of financial statements prepared in euros.

 

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.

 

    25

 

TotalEnergies financial statements

 

 

 

First quarter 2024 consolidated accounts, IFRS

 

    26

 

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.

 

    27

 

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

 

    28

 

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

 

    29

 

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

 

    30

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

TotalEnergies

 

(unaudited)

 

  Common shares issued Paid-in
surplus and
Currency
translation
  Treasury shares   Shareholders’
equity -
Non-
controlling
  Total
shareholders’
(M$) Number Amount retained
earnings
adjustment   Number Amount  

TotalEnergies

Share

interests   equity
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.

 

    31

 

INFORMATION BY BUSINESS SEGMENT

 

TotalEnergies

 

(unaudited)

 

 

                 
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

 

    32

 

INFORMATION BY BUSINESS SEGMENT

 

TotalEnergies

 

(unaudited)

 

 

4th quarter 2023

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

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

 

    33

 

INFORMATION BY BUSINESS SEGMENT

 

TotalEnergies

 

(unaudited)

 

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 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

(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  

 

    34

 

 

 

 

Non GAAP Financial Measures

 

   

 

 

 

    35

 

Alternative Performance Measures (Non-GAAP)

 

TotalEnergies

 

(unaudited)

 

 

1. Reconciliation of cash flow used in investing activities to Net investments

 

1.1 Exploration & Production

 

 

(in millions of dollars)   1st quarter
2024
  4th quarter
2023
  1st quarter
2023
  1st quarter 2024
vs
1st quarter 2023
 
Cash flow used in investing activities ( a )   1,988   (1,282)   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   50   80%  
Expenditures related to carbon credits ( f )   (1)   32   1   ns  
Net investments ( a + b + c + d + e + f = g - i + h )   2,077   (1,189)   4,072   -49%  
of which net acquisitions of assets sales ( g - i )   36   (4,306)   1,938   -98%  
Acquisitions ( g )   327   39   1,946   -83%  
Assets sales ( i )   291   4,345   8   x36.4  
Change in debt from renewable projects (partner share)   -   -   -   ns  
of which organic investments ( h )   2,041   3,117   2,134   -4%  
Capitalized exploration   136   208   204   -33%  
Increase in non-current loans   42   61   44   -5%  
Repayment of non-current loans, excluding organic loan repayment from equity affiliates   (15)   (17)   (23)   ns  
Change in debt from renewable projects (TotalEnergies share)   -   -   -   ns  
*Change in debt from renewable projects (TotalEnergies share and partner share)                  

 

1.2 Integrated LNG

 

 

(in millions of dollars)   1st quarter
2024
  4th quarter
2023
  1st quarter
2023
  1st quarter 2024
vs
1st quarter 2023
 
Cash flow used in investing activities ( a )   515   827   1,146   -55%  
Other transactions with non-controlling interests ( b )   -   -   -   ns  
Organic loan repayment from equity affiliates ( c )   1   -   1   ns  
Change in debt from renewable projects financing ( d ) *   -   -   -   ns  
Capex linked to capitalized leasing contracts ( e )   12   11   8   50%  
Expenditures related to carbon credits ( f )   -   -   -   ns  
Net investments ( a + b + c + d + e + f = g - i + h )   528   838   1,155   -54%  
of which net acquisitions of assets sales ( g - i )   (12)   48   759   ns  
Acquisitions ( g )   -   56   769   -100%  
Assets sales ( i )   12   8   10   20%  
Change in debt from renewable projects (partner share)   -   -   -   ns  
of which organic investments ( h )   540   790   396   36%  
Capitalized exploration   9   6   1   x9  
Increase in non-current loans   173   179   143   21%  
Repayment of non-current loans, excluding organic loan repayment from equity affiliates   (37)   (20)   (38)   ns  
Change in debt from renewable projects (TotalEnergies share)   -   -   -   ns  
*Change in debt from renewable projects (TotalEnergies share and partner share)                  

 

    36

 

Alternative Performance Measures (Non-GAAP)

 

TotalEnergies

 

(unaudited)

 

 

1.3 Integrated Power

 

 

(in millions of dollars)   1st quarter
2024
  4th quarter
2023
  1st quarter
2023
  1st quarter 2024
vs
1st quarter 2023
 
Cash flow used in investing activities ( a )   1,677   1,209   1,085   55%  
Other transactions with non-controlling interests ( b )   -   -   -   ns  
Organic loan repayment from equity affiliates ( c )   -   1   6   -100%  
Change in debt from renewable projects financing ( d ) *   -   (3)   3   -100%  
Capex linked to capitalized leasing contracts ( e )     (1)   2   -50%  
Expenditures related to carbon credits ( f )   -   -   -   ns  
Net investments ( a + b + c + d + e + f = g - i + h )   1,678   1,206   1,096   53%  
of which net acquisitions of assets sales ( g - i )   735   532   519   42%  
Acquisitions ( g )   736   535   537   37%  
Assets sales ( i )   1   3   18   -94%  
Change in debt from renewable projects (partner share)   -   -   (3)   -100%  
of which organic investments ( h )   943   674   577   63%  
Capitalized exploration   -   -   -   ns  
Increase in non-current loans   305   318   163   87%  
Repayment of non-current loans, excluding organic loan repayment from equity affiliates   (61)   (28)   (121)   ns  
Change in debt from renewable projects (TotalEnergies share)   -   (3)   -   ns  
*Change in debt from renewable projects (TotalEnergies share and partner share)                  

 

1.4 Refining & Chemicals

 

 

(in millions of dollars)   1st quarter
2024
  4th quarter
2023
  1st quarter
2023
  1st quarter 2024
vs
1st quarter 2023
 
Cash flow used in investing activities ( a )   397   989   217   83%  
Other transactions with non-controlling interests ( b )   -   -   -   ns  
Organic loan repayment from equity affiliates ( c )   2   2   (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   203   97%  
of which net acquisitions of assets sales ( g - i )   (20)   (11)   5   ns  
Acquisitions ( g )   9   1   4   x2.3  
Assets sales ( i )   29   12   (1)   ns  
Change in debt from renewable projects (partner share)   -   -   -   ns  
of which organic investments ( h )   419   1,002   198   x2.1  
Capitalized exploration   -   -   -   ns  
Increase in non-current loans   7   28   11   -36%  
Repayment of non-current loans, excluding organic loan repayment from equity affiliates   (7)   (8)   (8)   ns  
Change in debt from renewable projects (TotalEnergies share)   -   -   -   ns  
*Change in debt from renewable projects (TotalEnergies share and partner share)                  

 

    37

 

Alternative Performance Measures (Non-GAAP)

 

TotalEnergies

 

(unaudited)

 

 

 

1.5 Marketing & Services

 

 

 

                1st quarter 2024  
    1st quarter   4th quarter   1st quarter   vs  
(in millions of dollars)   2024   2023   2023   1st quarter 2023  
Cash flow used in investing activities ( a )   (1,137)   (1,166)   (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)   (142)   ns  
of which net acquisitions of assets sales ( g - i )   (1,238)   (1,668)   (234)   ns  
Acquisitions ( g )   2   67   -   ns  
Assets sales ( i )   1,240   1,735   234   x5.3  
Change in debt from renewable projects (partner share)   -   -   -   ns  
of which organic investments ( h )   101   502   92   10%  
Capitalized exploration   -   -   -   ns  
Increase in non-current loans   11   99   11   ns  
Repayment of non-current loans, excluding organic loan repayment from equity affiliates   (26)   (12)   (39)   ns  
Change in debt from renewable projects (TotalEnergies share)   -   -   -   ns  
*Change in debt from renewable projects (TotalEnergies share and partner share)                  

 

 

2. Reconciliation of cash flow from operating activities to CFFO

 

2.1 Exploration & Production

 

 

 

                1st quarter 2024
    1st quarter   4th quarter   1st quarter   vs
(in millions of dollars)   2024   2023   2023   1st quarter 2023
Cash flow from operating activities ( a )   3,590   5,708   4,536   -21%
(Increase) decrease in working capital ( b )   (888)   1,018   (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   4,907   -9%

 

    38

 

Alternative Performance Measures (Non-GAAP)

 

TotalEnergies

 

(unaudited)

 

 

 

2.2 Integrated LNG

 

 

                1st quarter 2024
    1st quarter   4th quarter   1st quarter   vs
(in millions of dollars)   2024   2023   2023   1st quarter 2023
Cash flow from operating activities ( a )   1,710   2,702   3,536   -52%
(Increase) decrease in working capital ( b ) *   363   939   1,456   -75%
Inventory effect ( c )   -   -   -   ns
Capital gain from renewable project sales ( d )   -   -   -   ns
Organic loan repayments from equity affiliates ( e )   1   -   1   ns
Cash flow from operations excluding working capital (CFFO) ( f = a - b - c + d + e )   1,348   1,763   2,081   -35%

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

 

 

2.3 Integrated Power

 

 

                1st quarter 2024
    1st quarter   4th quarter   1st quarter   vs
(in millions of dollars)   2024   2023   2023   1st quarter 2023
Cash flow from operating activities ( a )   (249)   638   (1,285)   ns
(Increase) decrease in working capital ( b ) *   (941)   (66)   (1,715)   ns
Inventory effect ( c )   -   -   -   ns
Capital gain from renewable project sales ( d )   -   -   3   -100%
Organic loan repayments from equity affiliates ( e )   -   1   6   -100%
Cash flow from operations excluding working capital (CFFO) ( f = a - b - c + d + e )   692   705   440   57%

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

 

    39

 

Alternative Performance Measures (Non-GAAP)

 

TotalEnergies

 

(unaudited)

 

 

2.4 Refining & Chemicals

 

 

                1st quarter 2024
    1st quarter   4th quarter   1st quarter   vs
(in millions of dollars)   2024   2023   2023   1st quarter 2023
Cash flow from operating activities ( a )   (2,129)   4,825   (851)   ns
(Increase) decrease in working capital ( b )   (3,526)   4,161   (2,183)   ns
Inventory effect ( c )   108   (507)   (415)   ns
Capital gain from renewable project sales ( d )   -   -   -   ns
Organic loan repayments from equity affiliates ( e )   2   2   (14)   ns
Cash flow from operations excluding working capital (CFFO) ( f = a - b - c + d + e )   1,291   1,173   1,733   -26%

 

 

2.5 Marketing & Services

 

 

                1st quarter 2024
    1st quarter   4th quarter   1st quarter   vs
(in millions of dollars)   2024   2023   2023   1st quarter 2023
Cash flow from operating activities ( a )   (108)   1,759   (673)   ns
(Increase) decrease in working capital ( b )   (604)   1,457   (1,042)   ns
Inventory effect ( c )   17   (217)   (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   456   5%

 

    40

 

Alternative Performance Measures (Non-GAAP)

 

TotalEnergies

 

(unaudited)

 

 

 

3.   Reconciliation of capital employed (balance sheet) and calculation of ROACE

 

 

 

    Exploration   Integrated   Integrated   Refining   Marketing       Inter      
(In millions of dollars)   &   LNG   Power   &   &   Corporate   Company   Company  
    Production           Chemicals   Services              
Adjusted net operating income 1 st quarter 2024   2,550   1,222   611   962   255   (90 ) -   5,510  
Adjusted net operating income 4 th quarter 2023   2,802   1,456   527   633   306   (178 ) -   5,546  
Adjusted net operating income 3 rd quarter 2023   3,138   1,342   506   1,399   423   80   -   6,888  
Adjusted net operating income 2 nd 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 - Capital employed   -   -   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 - Capital employed   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%  

 

    41

 

Alternative Performance Measures (Non-GAAP)

 

TotalEnergies

 

(unaudited)

 

 

4. Reconciliation of consolidated net income to adjusted net operating income

 

 

    1st quarter   4th quarter   1st quarter
(in millions of dollars)   2024   2023   2023
Consolidated net income ( a )   5,804   5,037   5,631
Net cost of net debt ( b )   (285 ) (265 ) (293)
Special items affecting net operating income   792   113   (167)
Gain (loss) on asset sales   1,507   1,844   203
Restructuring charges   -   (51 -
Impairments   (644 ) (1,070 ) (60)
Other   (71 ) (610 ) (310)
After-tax inventory effect: FIFO vs. replacement cost   107   (549 ) (391)
Effect of changes in fair value   (320 ) 192   (434)
Total adjustments affecting net operating income ( c )   579   (244 ) (992)
Adjusted net operating income ( a - b - c )   5,510   5,546   6,916

 

    42

 

EX-99.14 15 tm2412701d1_ex99-14.htm EXHIBIT 99.14

 

Exhibit 99.14

 

PRESS RELEASE

 

 

TotalEnergies announces the first interim dividend of

€0.79/share for fiscal year 2024,

an increase close to 7% compared to 2023

 

Paris, 26th April 2024 - The Board of Directors meeting on April 25, 2024 under the chairmanship of Mr. Patrick Pouyanné, Chairman and Chief Executive Officer, 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 ADS holders
Ex-dividend date September 25, 2024 September 24, 2024
Payment date October 1, 2024 October 11, 2024

 

         

 

About TotalEnergies

 

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

 

Media Relations: +33 1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR

Investor Relations: +33 1 47 44 46 46 l ir@totalenergies.com

 

@TotalEnergies TotalEnergies TotalEnergies TotalEnergies

 

Disclaimer

 

The terms “TotalEnergies”, “TotalEnergies company” and “Company” in this document are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities.

 

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.

 

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.

 

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 annual report on Form 20-F filed with the United States Securities and Exchange Commission (“SEC”).

 

Cautionary Note to U.S. Investors – 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-99.15 16 tm2412701d1_ex99-15.htm EXHIBIT 99.15

 

Exhibit 99.15

 

PRESS RELEASE

 

 

 

 

 

TotalEnergies Ranks 1st in Employee Shareholder Ownership
in Europe at over €11 billion of its Capital

 

 

Paris, April 26, 2024 – Employee shareholder ownership is the best way to associate the employees with the Company’s transition strategy, and therefore it is at the heart of TotalEnergies’ value sharing policy. Therefore, on April 25, 2024, TotalEnergies’ Board of Directors has validated several such initiatives, including:

 

§ The allocation of 100 TotalEnergies shares to each of the Company*’s 100,000 employees worldwide. This is the most important universal grant in the Company’s history and is in honor of its 100-year anniversary. This exceptional grant will be made to the Company’s employees on the date of the definitive grant by the Board, for those present on March 28, 2024. These shares will be definitively acquired by the employees present five years after the grant date.

 

§ A capital increase reserved for employees and former employees for a €46.90 subscription price equal to the average of the closing price of TotalEnergies shares on the Euronext over twenty consecutive trading sessions, with an exceptional 30% discount (compared to 20% in 2023).

 

§ The performance share allocation plan, which is carried out annually.

 

TotalEnergies ranks #1 in employee shareholder ownership in Europe

 

TotalEnergies’ proactive policy puts the Company at the top of the ranking of European firms for employee shareholding, based on the amount of the share capital held by its employees (source: European Federation of Employee Share ownership).

 

By year-end 2023, over 65% of TotalEnergies’ employees were shareholders, holding about €11 billion out of the Company’s €149 billion share capital. Consequently, with 7.4% of the capital, TotalEnergies’ employees represent the Company’s largest group of shareholders, receiving €525 million in dividends in 2023.

 

"Making every one of our 100,000 employees a TotalEnergies shareholder, with an amount of such magnitude, is a unique initiative for a company of our size. It demonstrates our commitment to employee shareholding, which is at the heart of our value sharing policy", said Patrick Pouyanné, Chairman and CEO of TotalEnergies.

 

 

 

***

 

 


 

About TotalEnergies 

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts 

Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l@TotalEnergiesPR 

Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com

 

 

@TotalEnergies   TotalEnergies   TotalEnergies   TotalEnergies

 

 

Cautionary Note 

The terms “TotalEnergies”, “TotalEnergies company” and “Company*” in this document are used to designate TotalEnergies SE and the companies in which TotalEnergies SE holds more than 50% of the share capital and which are directly or indirectly controlled by TotalEnergies SE or under a joint control, with the exception of a limited number of companies co-managed with other oil players, as well as those registered or incorporated in a country under economic sanctions. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.16 17 tm2412701d1_ex99-16.htm EXHIBIT 99.16

 

Exhibit 99.16

 

PRESS RELEASE

 

 

 

 

 

The Board of Directors of TotalEnergies reaffirms the relevance of unified governance in order to pursue the transition strategy of the Company.

 

  

Paris, 26 April, 2024 – At its meeting of April 25, 2024, the Board of Directors examined the draft resolution submitted by a group of shareholders representing less than 0.9% of the share capital and aiming to submit to the Annual General Meeting an advisory vote asking the Board of Directors to adopt a separation of the Chairmanship of the Board of Directors and the General Management of the Corporation.

 

TotalEnergies Board of Directors reaffirms its strong commitment to shareholder dialogue and recalls that in 2023 it had invited shareholders who wish to open a debate with the Board of Directors to submit an item on the agenda of the Annual General Meeting of Shareholders, as provided for in the French Commercial Code: " The provisions of the French commercial code relating to the filing of a resolution by shareholders do not expressly provide for the possibility of filing an advisory resolution. On the other hand, the law expressly provides for them the possibility of submitting items (without voting) to provoke a debate in the general meeting. This would be a better way to engage in dialogue with shareholders in the future"1. The Board of Directors therefore invites shareholders to consider this route for future Annual General Meetings, as it will not support the advisory resolutions route in any matter.

 

TotalEnergies’ Board of Directors recalls that with a view to renewing the mandate of director of the Chairman and Chief Executive Officer, it carried out a review of the choice of the most suitable mode of governance for the Company and reported to its shareholders in a very detailed manner2. The Governance and Ethics Committee's reflections on the best interest of the Company - and after individual consultation of each Director by the Lead Independent Director – have led the Board of Directors to decide unanimously and with conviction at its meeting on September 21, 2023, to continue to combine positions of Chairman and Chief Executive Officer.

 

The unity of the Company's management and representation power is part of its particularly well-balanced corporate governance framework, with a Lead Independent Director who is a preferred contact for shareholders and who has extensive powers, whom the Board of Directors has found to be fully fulfilling his role.

 

TotalEnergies’ Board of Directors has thus fully executed the mission for which the French law attributes to it the responsibility: the French Commercial Code provides that it is the responsibility of the Board of Directors to choose between the unified or separate mode of the functions of Chairman and Chief Executive Officer and that the shareholders are informed of this choice. Shareholders’ right to information is supplemented by a requirement provided for by the Afep-Medef Code of motivation for the Board’s decision.

 

 

 

 

 

1                              Board of Directors’ report to the 2023 shareholders meeting on resolution A 

https://totalenergies.com/sites/g/files/nytnzq121/files/documents/2023-05/AG_2023_Brochure_avis_convocation_gb.pdf p.30 

2  https://totalenergies.com/system/files/documents/2024-03/totalenergies_document-enregistrement-universel-2023_2023_fr_pdf.pdf pages 191 and 192

 

 


 

The Board of Directors, chaired by the Lead Independent Director and on the proposal of the Governance and Ethics Committee, has therefore unanimously decided not to include the aforementioned draft resolution on the agenda of the forthcoming Annual General Meeting.

 

With regard to the debate on corporate governance initiated by the above-mentioned group of shareholders, the Lead Independent Director will, at the request of the Board of Directors, report on the performance of his mission, in particular on the Board’s motivation in respect of the governance structure of the Company, during the Annual General Meeting of May 24, 2024.

 

The full position of the Board of Directors is available on the Corporation website.

 

Furthermore, the Board of Directors examined the proposed resolution aiming to reduce the authorization requested by the Board of Directors at the Shareholders’ Meeting for the purpose of carrying out share buybacks in the Corporation and noted that it was carried by certain shareholders representing only 0.11 % of the share capital. The Board of Directors noted that this proposed resolution is not admissible as it fails to meet the minimum holding threshold required by the French Commercial Code.

 

Documents prepared by the Corporation in view of this Shareholders’ Meeting can be consulted on the Corporation’s website. The convening to the Combined Shareholders’ Meeting which will be held on Friday 24 May 2024, at 2:00 p.m., at Tour Coupole, 2 place Jean Millier, La Défense 6, 92 400 Courbevoie will be published in the “Bulletin des Annonces Légales Obligatoires” (BALO) on 3 May 2024.

 

 

***

 

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts

Media Relations: +33 1 47 44 46 99 l presse@totalenergies.com l@TotalEnergiesPR

Investor Relations: +33 1 47 44 46 46 l ir@totalenergies.com

 

 

@TotalEnergies   TotalEnergies   TotalEnergies   TotalEnergies

 

Cautionary Note 

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. TotalEnergies SE has no liability for the acts or omissions of these entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).

 

 

 

EX-99.17 18 tm2412701d1_ex99-17.htm EXHIBIT 99.17

 

Exhibit 99.17

 

 

Disclosure of Transactions in Own Shares

 

 

 

Paris, April 29, 2024 – In accordance with the authorization given by the ordinary shareholders’ general meeting on May 26, 2023, to trade on its shares and pursuant to applicable law on share repurchase, TotalEnergies SE (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from April 22 to April 26, 2024:

 

Transaction Date Total daily volume
(number of shares)
Daily weighted
average purchase
price of shares
(EUR/share)
Amount of
transactions (EUR)
Market (MIC Code)
22/04/2024 262,205 67.675615 17,744,884.63 XPAR
22/04/2024 110,000 67.676735 7,444,440.85 CEUX
22/04/2024 10,000 67.674784 676,747.84 TQEX
22/04/2024 20,000 67.679677 1,353,593.54 AQEU
23/04/2024 258,712 68.001472 17,592,796.82 XPAR
23/04/2024 115,000 67.996084 7,819,549.66 CEUX
23/04/2024 10,000 68.001274 680,012.74 TQEX
23/04/2024 15,000 68.010446 1,020,156.69 AQEU
24/04/2024 252,657 68.107673 17,207,880.34 XPAR
24/04/2024 115,000 68.094923 7,830,916.15 CEUX
24/04/2024 10,000 68.111638 681,116.38 TQEX
24/04/2024 20,000 68.109105 1,362,182.10 AQEU
25/04/2024 253,051 67.820662 17,162,086.34 XPAR
25/04/2024 115,000 67.826925 7,800,096.38 CEUX
25/04/2024 9,990 67.823531 677,557.07 TQEX
25/04/2024 20,000 67.823773 1,356,475.46 AQEU
26/04/2024 291,989 68.993544 20,145,355.92 XPAR
26/04/2024 70,000 68.551056 4,798,573.92 CEUX
26/04/2024 10,000 68.931350 689,313.50 TQEX
26/04/2024 20,000 68.925623 1,378,512.46 AQEU
Total 1,988,604 68.099153 135,422,248.79  

 

 

Transaction details

 

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) a full breakdown of the individual trades are disclosed on the TotalEnergies website: https://totalenergies.com/investors/shares-and-dividends/total-shares/info/company-share-transactions

 

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

 

TotalEnergies Contacts 

Media Relations:+33 (0)1 47 44 46 99l presse@totalenergies.com l@TotalEnergiesPR

Investor Relations:+33 (0)1 47 44 46 46 l ir@totalenergies.com

 

@TotalEnergies   TotalEnergies   TotalEnergies   TotalEnergies

 

 


 

Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. TotalEnergies SE has no liability for the acts or omissions of these entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).