UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to |
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| Date of event requiring this shell company report |
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s name into English)
Republic of
(Jurisdiction of Incorporation or Organization)
(Address of Principal Executive Offices)
Chief Financial Officer
TotalEnergies SE
Tel:
Fax: +33 (0)1 47 44 49 44
(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
* | Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated filer ☐ |
| Non-accelerated filer ☐ | |
Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
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| Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
TABLE OF CONTENTS
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 33 | |
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 35 | |
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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 38 | |
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BASIS OF PRESENTATION
References in this annual report on Form 20-F (this “Annual Report” or this “document”) to pages and sections of the “Universal Registration Document 2024” are references only to those pages and sections of TotalEnergies’ Universal Registration Document for the year ended December 31, 2024 attached in Exhibit 15.1 to this Annual Report and forming a part hereof. Other than as expressly provided herein, the Universal Registration Document 2024 is not incorporated herein by reference.
TotalEnergies’ Consolidated Financial Statements on pages F-9 to F-13 are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and IFRS as adopted by the European Union (EU) as of December 31, 2024.
In addition, this Annual Report and the Universal Registration Document 2024 contain certain measures that are not defined by generally accepted accounting principles (GAAP) such as IFRS. TotalEnergies’ management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating TotalEnergies’ operating performance. TotalEnergies believes that presentation of this information, along with comparable GAAP measures, is useful to investors because it allows investors to understand the primary method used by management to evaluate performance on a meaningful basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by TotalEnergies may not be comparable with similarly titled amounts reported by other companies.
STATEMENTS REGARDING COMPETITIVE POSITION
Unless otherwise indicated, statements made in “Item 4. Information on the Company” referring to TotalEnergies’ competitive position are based on TotalEnergies’ estimates, and in some cases rely on a range of sources, including investment analysts’ reports, independent market studies and TotalEnergies’ internal assessments of market share based on publicly available information about the financial results and performance of market participants.
ADDITIONAL INFORMATION
This Annual Report reports information primarily regarding TotalEnergies’ business, operations and financial information relating to the fiscal year ended December 31, 2024. For more recent updates regarding TotalEnergies, you may inspect any reports, statements or other information TotalEnergies files with the United States Securities and Exchange Commission (“SEC”). All of its SEC filings made after December 31, 2001 are available to the public at the SEC website at http://www.sec.gov and from certain commercial document retrieval services. See also “Item 10. - 10.7 Documents on display”.
No material on the TotalEnergies website (https://totalenergies.com) forms any part of this Annual Report. References in this Annual Report to documents on the TotalEnergies website are included as an aid to the location of such documents and such documents are not incorporated by reference. References to websites and the Sustainability & Climate – 2025 Progress Report contained in this Annual Report (including all exhibits hereto) are provided for reference only; the information contained on the referenced websites or in the Sustainability & Climate – 2025 Progress Report is not incorporated by reference in this Annual Report.
CERTAIN TERMS, ABBREVIATIONS AND CONVERSION TABLE
For the meanings of certain terms used in this document, as well as certain abbreviations and a conversion table, refer to the “Glossary” starting on page 657 of the Universal Registration Document 2024, incorporated herein by reference. The terms “TotalEnergies”, “TotalEnergies company”, the “Company”, “we”, “us” or “our” as used in this document refer to TotalEnergies SE collectively with all of its direct and indirect consolidated companies located in or outside of France. The term “Corporation” as used in this document exclusively refers to TotalEnergies SE, which is the parent company.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
TotalEnergies has made certain forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) in this document and in the documents referred to in, or incorporated by reference into, this Annual Report. This document may contain forward-looking statements including within the meaning of the Private Securities Litigation Reform Act of 1995, notably with respect to the financial condition, results of operations, business activities and strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of TotalEnergies, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “will”, “should”, “could”, “would”, “may”, “likely”, “might”, “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “commits", "aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by TotalEnergies as of the date of this document.
These forward-looking statements are not historical data and should not be interpreted as assurances that the perspectives, objectives or goals announced will be achieved. They may prove to be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initially estimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to the occurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and price of petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operating efficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environment and climate, currency fluctuations, technological innovations, meteorological conditions and events, as well as socio-demographic, economic and political developments, changes in market conditions, loss of market share and changes in consumer preferences, or pandemics such as COVID-19. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.
Readers are cautioned not to consider forward-looking statements as accurate, but as an expression of the Company’s views only as of the date this document is published. TotalEnergies SE and its subsidiaries have no obligation, make no commitment and expressly disclaim any responsibility to investors or any stakeholder to update or revise, particularly as a result of new information or future events, any forward-looking information or statement, objectives or trends contained in this document. In addition, the Company has not verified, and is under no obligation to verify any third-party data contained in this document or used in the estimates and assumptions or, more generally, forward-looking statements published in this document.
For additional factors, you should read the information set forth under “Item 3. - 3.1 Risk Factors”, “Item 4. Information on the Company”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk”.
Additionally, the developments of climate change and other environmental-or social-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.
ADDITIONAL IMPORTANT NOTES AND DISCLAIMERS
Our disclosures in this document or elsewhere, including disclosures on climate change and other environmental or social-related issues, may include information that is not necessarily “material” under U.S. securities laws for SEC reporting purposes or under applicable securities laws. For example, our sustainability-related information published in relation to the EU Corporate Sustainability Reporting Directive (together with the delegated regulation and transpositional legislation, “CSRD”) is subject to a different, more expansive standard of materiality than is understood in the context of U.S. federal securities laws and regulations. CSRD uses a “double materiality” standard, which requires the reporting entity to consider both financial materiality and impact materiality.
For “financial materiality”, CSRD states the scope of financial materiality for sustainability reporting is an expansion of the scope of materiality used in the process of determining which information should be included in the undertaking’s financial statements. CSRD provides that a sustainability matter is material from a financial perspective if it triggers or could reasonably be expected to trigger material financial effects on the undertaking i.e. that it generate risks or opportunities that have a material influence, or could reasonably be expected to have a material influence, on the undertaking’s development financial position, financial performance, cash flows, access to finance, or cost of capital over the short, medium, or long term. CSRD further provides that such information is considered material if omitting, misstating or obscuring that information could reasonably be expected to influence decisions that the primary users of general-purpose financial reports make on the basis of an undertaking’s sustainability statement.
For “impact materiality”, CSRD states that a sustainability matter is material from an impact perspective when it pertains to the undertaking’s material actual or potential, positive or negative impacts on people or the environment over the short-, medium- or long-term. As such, it is inherently focused on impacts to parties other than the Company itself.
Under CSRD, sustainability matters are material if they satisfy one or both of these materiality tests. Such information should therefore not necessarily be interpreted as material in the U.S. context, even if the words “material” or “materiality” are used. Investors are cautioned to read carefully the definitions of financial materiality and impact materiality set forth above and not to assume that those terms should be understood in the same way as under U.S. federal securities laws.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.1 Risk factors
TotalEnergies conducts its business in a constantly changing environment and is exposed to risks that, if they were to occur, could have a material adverse effect on its business, financial condition, reputation, outlook, or the price of financial instruments issued by TotalEnergies SE. Point 3.1 of chapter 3 of the Universal Registration Document 2024 (starting on page 132), incorporated herein by reference, presents the significant risk factors specific to TotalEnergies, to which it believes it is exposed as of the filing date of this Annual Report.
For additional information on the risks to which TotalEnergies believes it is exposed as of the filing date of this Annual Report, along with its approaches to managing certain of these risks, please refer to “Item 5. Operating and financial review and prospects” and “Item 11. Quantitative and qualitative disclosures about market risk”, as well as points 3.2, 3.3 and 3.6 of chapter 3 (starting on pages 141, 145 and 154, respectively) of the Universal Registration Document 2024, incorporated herein by reference.
ITEM 4. INFORMATION ON THE COMPANY
The following information providing an integrated overview of TotalEnergies from the Universal Registration Document 2024 is incorporated herein by reference:
- | presentation of TotalEnergies and its governance (points 1.1.1 and 1.8 of chapter 1, starting on pages 6 and 43 respectively); |
- | its strategy and ambition (points 1.2 and 1.3 of chapter 1, starting on page 14); |
- | history, employees, integrated business model, industrial assets and geographic presence (points 1.1.2, 1.1.3, and 1.7.1-1.7.4 of chapter 1, starting on pages 10, 12 and 40 respectively); |
- | an overview of its approach to sustainable development, investment policy, R&D and dialogue with stakeholders (points 1.4, 1.5, 1.6 and 1.7.5 of chapter 1, starting on pages 28, 34, 37 and 43 respectively); and |
- | organizational structure (point 1.8.3 of chapter 1, starting on page 47). |
The following information providing an overview of TotalEnergies’ businesses and activities from the Universal Registration Document 2024 is incorporated herein by reference:
- | information concerning TotalEnergies’ principal capital expenditures and divestitures (point 1.5 of chapter 1, starting on page 34). See also “Item 5. Operating and financial review and prospects”; |
- | business overview for fiscal year 2024 (points 2.1 to 2.6 of chapter 2, starting on page 72); and |
- | geographical breakdown of TotalEnergies’ sales, property, plants and equipment, intangible assets and capital expenditures over the past three years (Note 4 to the Consolidated Financial Statements, on page F-31). |
The following other information from the Universal Registration Document 2024 is incorporated herein by reference:
- | countries under economic sanctions (point 3.2 of chapter 3, starting on page 141); |
- | insurance and risk management (point 3.4 of chapter 3, starting on page 152); |
- | additional reporting information (chapter 11, starting on page 645); and |
- | investor relations (point 6.6 of chapter 6, starting on page 435). |
See also “Additional Information” of this Annual Report.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
This section is an analysis of the financial performance and of significant trends that may affect TotalEnergies’ future performance and it should be read in conjunction with the Consolidated Financial Statements and the Notes thereto starting on page F-9. The Consolidated Financial Statements and the Notes thereto are prepared in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU.
This section contains forward-looking statements that are subject to risks and uncertainties. For a list of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, see “Cautionary Statement Concerning Forward-Looking Statements” starting on page ii.
For information on the invasion of Ukraine by Russia and the situation of the Company at March 28, 2025, refer to Item 5. – 5.6 starting on page 24.
5.1 Overview
TotalEnergies’ results are affected by a variety of factors, including changes in crude oil and natural gas prices and refining and marketing margins, all generally expressed in dollars, as well as changes in exchange rates, particularly the value of the euro compared to the dollar. Higher crude oil and natural gas prices generally have a positive effect on the income of TotalEnergies because the Exploration & Production segment’s oil and gas business and the Integrated LNG and downstream gas business are positively impacted by the resulting increase in revenues. Lower crude oil and natural gas prices generally have a corresponding negative effect. The effect of changes in crude oil prices on the activities of TotalEnergies’ Refining & Chemicals and Marketing & Services segments (Downstream) depends upon the speed at which the prices of refined petroleum products adjust to reflect such changes. TotalEnergies’ results are also significantly affected by the costs of its activities, in particular those related to exploration and production, and by the outcome of its strategic decisions with respect to cost reduction efforts. In addition, TotalEnergies’ results are affected by general economic and political conditions and changes in governmental laws and regulations, as well as by the impact of decisions by OPEC+ on production levels. For more information, refer to “Item 3. – 3.1 Risk factors”.
In 2024, TotalEnergies reported IFRS net income of $15.8 billion and adjusted net income1 of $18.3 billion. TotalEnergies reported cash flow from operating activities of $30.9 billion and cash flow from operations excluding working capital (CFFO)1 of $29.9 billion in a softer environment mainly affected by a sharp decline in refining margins, after two exceptional years. The Company achieved nearly a 15% return on average capital employed (ROACE)1 in 2024, the best among the majors for the third consecutive year. TotalEnergies continued to implement its balanced growth strategy in a disciplined manner by investing $17.8 billion in 2024, of which one third was in new Oil & Gas projects and $4.8 billion in low-carbon energies, including $3.9 billion in Integrated Power. With $8 billion in share buybacks2, payout1 reached 50% of cash flow from operations excluding working capital (CFFO). TotalEnergies ended the year 2024 with gearing1 below 10%, highlighting the Company’s strong financial health.
In 2024, TotalEnergies achieved five major projects start-ups (Mero-2 and Mero-3 in Brazil, Anchor in the United States, Fenix in Argentina and Tyra in Denmark) that support 2025 production growth of more than 3%. Exploration & Production generated adjusted net operating income of $10 billion, cash flow from operating activities of $17.4 billion and cash flow from operations excluding working capital (CFFO) of $17 billion. During the year of 2024, the Company sanctioned major oil projects in Suriname, Brazil and Angola, driving an outstanding reserves replacement ratio (157%) and a proved reserves life index greater than 12 years as of December 31, 2024, reflecting the depth of TotalEnergies’ Upstream portfolio. In 2024, TotalEnergies confirmed its low cost and low emission O&G model, with operating costs below $5/boe and GHG emissions3 and notably methane emissions down 3% and 15%, respectively, over the year.
For full-year 2024, Integrated LNG segment generated adjusted net operating income of $4.9 billion, cash flow from operating activities of $5.2 billion and cash flow from operations excluding working capital (CFFO) of $4.9 billion. The Company enriched its portfolio in 2024 with the launch of Marsa LNG in Oman, Ubeta in Nigeria, the Sapura OMV acquisition in Malaysia and the acquisition of dry gas assets in the Eagle Ford basin in Texas. Moreover, TotalEnergies continued to successfully market its LNG volumes by signing several new medium-term sales contracts (6 Mt/ year) in Asia, mostly Brent-indexed.
For full-year 2024, Integrated Power segment cash flow from operating activities was $3.0 billion and cash flow from operations excluding working capital (CFFO) totaled $2.6 billion, up 19% year-on-year and in line with annual Company guidance, and with a ROACE of 10%. Net electricity production increased 23% year-on-year to 41 TWh and contributed to reducing the average lifecycle carbon intensity of all energy products sold by the Company to its clients (-17% vs. 2015). During 2024, TotalEnergies continued to deploy its differentiated Integrated Power model in key targeted markets through strategic acquisitions: Quadra Energy and VSB that strengthen the Company’s position in Germany, and gas-fired power plants in the United States and the United Kingdom that further enhance the Company’s flexible generation capacity. Thanks to its portfolio, TotalEnergies anticipates growing power production to more than 50 TWh in 2025, equivalent to 10% of its hydrocarbon production.
For full-year 2024, Downstream adjusted net operating income was $3.5 billion, down from 2023 levels due to a sharp decline (-44%) in European refining margins and downgraded operations in some units. Importantly, cash flow from operating activities was $6.7 billion and cash flow from operations excluding working capital (CFFO) remained above $6 billion, demonstrating the resilience of the Company’s integrated Downstream model.
In view of the free cash flow1 growth outlook and share buybacks executed in 2024 (5% of the share capital), the Board of Directors will propose at the Shareholders’ Meeting to be held on May 23, 2025, the distribution of a final 2024 dividend of €0.85/share, resulting in an increase of 7% for the 2024 dividend to €3.22/share, compared to the 2023 dividend. Furthermore, the Board of Directors confirmed a shareholder return policy for 2025 targeting >40% CFFO payout, which will combine interim dividends increasing by 7.6% to €0.85/share and $2 billion of share buybacks per quarter, a level which will be pursued under reasonable market conditions.
1 Adjusted net income, cash flow from operations excluding working capital (CFFO), free cash flow, capital employed, net investment, gearing, payout and ROACE are non-GAAP financial measures. Refer to the “Glossary” starting on page 657 of the Universal Registration Document 2024 for the definitions and further information on Non-GAAP measures (alternative performance measures). The reconciliation tables for the non-GAAP financial measures are set forth under “Item 5 – 5.3 Adjusted Items and Reconciliation of non-GAAP financial measures” starting on page 15.
2 Including coverage of employees share grant plans.
3 Scope 1+2 of Oil & Gas operated activities.
Outlook
At the beginning of 2025, Brent prices remain volatile between $70 and $80/b, supported by the willingness of OPEC+ countries to balance oil markets that are facing strong supply growth from non-OPEC countries (US, Guyana, Brazil). According to the IEA, global oil demand is anticipated to grow by 1.1 Mb/d in 2025, up from a 0.8 Mb/d increase in 2024.
European gas prices increased at the end of 2024 and forward markets currently expect prices to be above $13/Mbtu in the first quarter of 2025, supported by high winter consumption and rapid inventory declines in Europe in the context of the interruption of Russian imports via Ukraine. Gas markets are expected to remain in tension in 2025 due to very limited expected capacity additions related to delays of some projects. TotalEnergies expects more than 40 Mt of LNG sales in 2025. Given the evolution of oil and gas prices in the recent months and the lag effect on price formulas, TotalEnergies anticipates its average LNG selling price will be above $10/Mbtu in the first quarter 2025.
In 2025, TotalEnergies anticipates its hydrocarbon production will grow more than 3%, benefiting from the ramp-up of 2024 start-ups and production start-ups, notably Ballymore in the Gulf of Mexico and Mero-4 in Brazil.
First quarter 2025 hydrocarbon production is expected to be between 2.5 and 2.55 Mboe/d thanks to the ramp-up of 2024 start-ups and the closing of the acquisitions of SapuraOMV in Malaysia and of interests in the Eagle Ford shale gas play in Texas that occurred during the fourth quarter 2024.
The Integrated Power segment is expected to expand in 2025 supported by electricity production growth greater than 20% to reach an annual net electricity generation of more than 50 TWh.
By combining hydrocarbon and electricity production growth, the Company expects to increase energy production by 5% in 2025. Integrated Power production will represent 10% of hydrocarbon production.
Form 20-F 2024 TotalEnergies | 5 |
5.2 Results 2024-2022
5.2.1 TotalEnergies:
As of and for the year ended December 31 (in millions of dollars, except earnings per shares data) | 2024 | 2023 | 2022 | |||
Sales |
| 214,550 |
| 237,128 |
| 280,999 |
Net income (TotalEnergies share) | 15,758 | 21,384 | 20,526 | |||
Adjusted EBITDA (1) |
| 43,143 |
| 50,030 |
| 71,578 |
Adjusted net operating income (2) from business segments |
| 20,566 |
| 25,107 |
| 38,475 |
Exploration & Production |
| 10,004 |
| 10,942 |
| 17,479 |
Integrated LNG |
| 4,869 |
| 6,200 |
| 11,169 |
Integrated Power |
| 2,173 |
| 1,853 |
| 975 |
Refining & Chemicals |
| 2,160 |
| 4,654 |
| 7,302 |
Marketing & Services |
| 1,360 |
| 1,458 |
| 1,550 |
Adjusted net income (1) (TotalEnergies share) |
| 18,264 |
| 23,176 |
| 36,197 |
Fully-diluted earnings per shares ($) |
| 6.69 |
| 8.67 |
| 7.85 |
Fully-diluted weighted-average shares (millions) |
| 2,315 |
| 2,434 |
| 2,572 |
Cash flow used in investing activities |
| (17,332) |
| (16,454) |
| (15,116) |
Organic investments (1) |
| 16,423 |
| 18,126 |
| 11,852 |
Acquisitions net of assets sales (1) |
| 1,406 |
| (1,289) |
| 4,451 |
Net investments (1) | 17,829 | 16,837 | 16,303 | |||
Cash flow from operating activities |
| 30,854 |
| 40,679 |
| 47,367 |
Cash flow from operations excluding working capital (CFFO) (1) |
| 29,917 |
| 35,946 |
| 45,729 |
Debt Adjusted Cash Flow (DACF) (1) |
| 30,614 |
| 36,451 |
| 47,025 |
Gearing(1) of 8.3% at December 31, 2024 compared to 5.0% at December 31, 2023 and 7.0% at December 31, 2022. | ||||||
(1) | Adjusted EBITDA, adjusted net income, organic investments, acquisitions net of assets sales, net investments, cash flow from operations excluding working capital (CFFO), debt adjusted cash flow (DACF) and gearing are non-GAAP financial measures. Refer to the “Glossary” starting on page 657 of the Universal Registration Document 2024 for the definitions and further information on Non-GAAP measures (alternative performance measures). The reconciliation tables for the non-GAAP financial measures are set forth under “Item 5. – 5.3 Adjusted Items and Reconciliation of non-GAAP financial measures” starting on page 15. |
(2) | Detail of adjustment items shown in the business segment information. See “Item 5.- 5.2.2 Business segment reporting” below for further details. |
Market environment parameters |
| 2024 |
| 2023 |
| 2022 |
Brent ($/b) |
| 80.8 |
| 82.6 |
| 101.3 |
Henry Hub ($/Mbtu)(1) |
| 2.4 |
| 2.7 |
| 6.5 |
TTF ($/Mbtu)(2) |
| 11.0 |
| 13.1 |
| 40.5 |
JKM ($/Mbtu)(3) |
| 11.9 |
| 13.8 |
| 33.8 |
Average price of liquids (4), (5) ($/b) Consolidated subsidiaries |
| 77.1 |
| 76.2 |
| 91.3 |
Average price of gas (4), (5) ($/Mbtu) Consolidated subsidiaries |
| 5.54 |
| 6.64 |
| 13.15 |
Average price of LNG (4), (6) ($/Mbtu) Consolidated subsidiaries and equity affiliates | 9.80 |
| 10.76 |
| 15.90 | |
European Refining Margin (ERM) (4), (7) ($/t) | 39.5 | 71.0 | 92.3 |
(1) | Henry Hub (HH), a pipeline located in Erath, Louisiana, USA, serves as the official delivery point for New York Mercantile Exchange (NYMEX) futures contracts. It is widely used as a price reference for natural gas markets in North America. The hub is operated by Sabine Pipe Line LLC and is connected to four intrastate and nine interstate pipelines, including the Transcontinental, Acadian and Sabine pipelines. |
(2) | TTF (Title Transfer Facility) is a virtual trading point in the Netherlands for transferring rights in respect of physical gas. It is the most liquid and widely used price benchmark for the natural gas markets in Europe. TTF is operated by Gasunie Transport Services (GTS), the owner and operator of the national transmission network in the Netherlands. It is traded in €/MWh. |
(3) | JKM (Japan-Korea Marker) measures the prices of spot liquid natural gas (LNG) trades in Asia. It is based on prices reported in spot market trades and/or bids and offers collected after the close of the Asian trading day at 4:30 p.m. Singapore time. |
(4) | Does not include oil, gas and LNG trading activities, respectively. |
(5) | Sales in $ / Sales in volume for consolidated affiliates. |
(6) | Sales in $ / Sales in volume for consolidated and equity affiliates. |
(7) | This market indicator for European refining, calculated based on public market prices ($/t), uses a basket of crudes, petroleum product yields and variable costs representative of the European refining system of TotalEnergies. |
Hydrocarbon production(1) |
| 2024 |
| 2023 |
| 2022 |
Hydrocarbon production (kboe/d) |
| 2,434 |
| 2,483 |
| 2,765 |
Oil (including bitumen) (kb/d) | 1,314 | 1,388 | 1,307 | |||
Gas (including condensates and associated NGL) (kboe/d) | 1,120 | 1,095 | 1,458 | |||
Hydrocarbon production (kboe/d) | 2,434 | 2,483 | 2,765 | |||
Liquids (kb/d) | 1,468 | 1,550 | 1,519 | |||
Gas (Mcf/d) |
| 5,211 |
| 5,028 |
| 6,759 |
Hydrocarbon production excluding Novatek (kboe/d) |
| 2,434 |
| 2,483 |
| 2,437 |
(1) TotalEnergies production = Exploration & Production production + Integrated LNG production.
Return on equity (ROE) as of and for the year ended December 31 (in millions of dollars) |
| 2024 |
| 2023 |
| 2022 |
Consolidated net income |
| 16,031 |
| 21,510 |
| 21,044 |
Adjusted net income |
| 18,586 |
| 23,450 |
| 36,657 |
Average adjusted shareholders’ equity |
| 117,835 |
| 115,006 |
| 112,831 |
Return on equity (ROE) |
| 15.8% | 20.4% | 32.5% |
Form 20-F 2024 TotalEnergies | 6 |
Return on average capital employed (ROACE) as of and for the year ended December 31 (in millions of dollars) |
| 2024 |
| 2023 |
| 2022 |
Consolidated net income |
| 16,031 |
| 21,510 |
| 21,044 |
Adjusted net operating income |
| 19,974 |
| 24,684 |
| 38,212 |
Average capital employed |
| 135,174 |
| 130,517 |
| 135,312 |
ROACE |
| 14.8% | 18.9% | 28.2% |
For a discussion of TotalEnergies’ proved reserves, refer to point 2.1.1 of chapter 2 of the Universal Registration Document 2024 (starting on page 73), incorporated herein by reference. See also point 9.1 of chapter 9 of the Universal Registration Document 2024 (starting on page 570), incorporated herein by reference, for additional information on proved reserves, including tables showing changes in proved reserves by region.
2024 vs. 2023
In terms of market environment parameters:
| ● | the Brent price decreased by 2% to $80.8/b on average in 2024 from $82.6/b on average in 2023; |
| ● | TotalEnergies’ average liquids price realization4 increased by 1% to $77.1/b in 2024 from $76.2/b in 2023; |
| ● | TotalEnergies’ average gas price realization5 decreased by 16% to $5.54/Mbtu in 2024 from $6.64/Mbtu in 2023; |
| ● | TotalEnergies’ average LNG price realization6 decreased by 9% to $9.80/Mbtu in 2024 from $10.76/Mbtu in 2023. |
Hydrocarbon production was 2,434 kboe/d in 2024, up 2% compared to 2,483 kboe/d in 2023 (excluding the Canada disposal representing 3.5%) and was comprised of:
| ● | +3% due to start-ups and ramp-ups, including Mero-2 and Mero-3 in Brazil, Absheron in Azerbaijan, Bloc 10 in Oman, Tommeliten Alpha in Norway, Akpo West in Nigeria, Fenix in Argentina and Anchor in the United States, |
| ● | +1% due to higher availability of production facilities, |
| ● | +1% portfolio effect related to the entry into the producing fields of SARB Umm Lulu in the United Arab Emirates and Ratawi in Iraq and to the acquisition of interests in the Eagle Ford shale gas plays in Texas, |
| ● | -3% due to the natural field decline. |
The euro-dollar exchange rate averaged $1.0824/€ in 2024, compared to $1.0813/€ in 2023.
Net income (TotalEnergies share) was $15,758 million in the full-year 2024, a decrease of 26% compared to $21,384 million in the full-year 2023.
Adjusted net income (TotalEnergies share) was $18,264 million in the full-year 2024, a decrease of 21% compared to $23,176 million in the full-year 2023.
Adjustments to net income were $(2,506) million in the full-year 2024, consisting mainly of:
| ● | +$1.4 billion in capital gains, notably from the partial sale of distribution networks in Belgium and Luxembourg and the total sale in the Netherlands for the Marketing & Services segment. This amount includes the revaluation of retained and equity-accounted securities in Belgium and Luxembourg, |
| ● | -$2.0 billion in impairments and exceptional provisions mainly related to the Company's minority interests in SunPower and Maxeon in the Integrated Power sector and those related to the exit from blocks 11B/12B and 5/6/7 in South Africa for the Exploration & Production segment, |
| ● | -$0.4 billion in stock effects for the Refining & Chemicals and Marketing & Services segments, |
| ● | -$0.9 billion in fair value changes, mainly due to the revaluation of internal derivative instruments. The negative adjustment in 2024 should be viewed in the context of positive adjustments recorded in 2022 and 2023, totaling a positive sum of $202 million over these 3 years, |
| ● | -$0.6 billion in other items, mainly impacts from the infra-marginal rent contribution in France and deferred tax adjustments related to rate changes. |
TotalEnergies SE bought back, in 2024, 120,463,232 TotalEnergies SE shares on the market, i.e., 5.02% of the share capital as of December 31, 2024, of which 110,946,344 for cancellation and, in 2023, 144,700,577 TotalEnergies SE shares on the market, i.e., 6.00% of the share capital as of December 31, 2023, of which 142,569,920 for cancellation. See also “Item 5. - 5.4.3 Shareholders’ equity”, below.
Fully-diluted earnings per share was $6.69 in 2024 compared to $8.67 in 2023.
Acquisitions were:
| ● | $4,646 million in the full year of 2024, related to the above acquisitions as well as the acquisitions of a 20% interest from Lewis Energy Group in the Dorado (Eagle Ford) gas field in Texas, the German renewable energy aggregator Quadra Energy, 1.5 GW of flexible gas capacity in Texas, 1.3 GW of flexible gas capacity in the United Kingdom and interest in offshore wind in Germany in 2023 and in The Netherlands in 2024. |
Divestments were:
| ● | $3,240 million in the full year of 2024, related to the above divestments as well as 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, the farm down of the Seagreen offshore wind farm in the United Kingdom, and the sale of petrochemical assets in Lavera, France. |
TotalEnergies’ cash flow from operating activities was $30,854 million in the full-year 2024, a decrease of 24% compared to $40,679 million in the full-year 2023.
4 Sales in $ / Sales in volume for consolidated affiliates.
5 Sales in $ / Sales in volume for consolidated affiliates.
6 Sales in $ / Sales in volume for consolidated and equity affiliates.
Form 20-F 2024 TotalEnergies | 7 |
TotalEnergies’ cash flow used in investing activities was $(17,332) million in the full-year 2024 compared to $(16,454) million in the full-year 2023.
TotalEnergies’ cash flow from operations excluding working capital (CFFO) was $29,917 million in the full-year 2024, a decrease of 17% compared to $35,946 million in the full-year 2023.
For the full-year 2024, TotalEnergies’ cash flow from operating activities was $30,854 million versus cash flow from operations excluding working capital (CFFO) was $29,917 million, which reflects positive variation from a working capital release of $1 billion.
The change in working capital was a decrease of $2,364 million for the full-year 2024 in accordance with IFRS. The difference of $1,427 million between IFRS and replacement cost method corresponds to the following adjustments: (i) the pre-tax inventory valuation effect of $873 million, (ii) plus the mark-to-market effect of Integrated LNG’s and Integrated Power’s contracts of $525 million, (iii) plus the capital gains from the renewables project sale of $0 million and (iv) plus the organic loan repayments from equity affiliates of $29 million.
The change in working capital, as determined using the replacement cost method excluding the mark-to-market effect of Integrated LNG and Integrated Power’s contracts, including capital gain from renewable project sales and including organic loan repayment from equity affiliates, was a decrease of $937 million for the full-year 2024, compared to a decrease of $4,733 million for the full-year 2023.
TotalEnergies’ net cash flow7 was $12,088 million in 2024 compared to $19,109 million in 2023, reflecting the $6,029 million decrease in cash flow from operations excluding working capital (CFFO) and the $992 million increase in net investments to $17,829 million in 2024.
See also “Item 5. - 5.4 Liquidity and Capital Resources” below.
2023 vs. 2022
In terms of market environment parameters:
| ● | the Brent price decreased by 18% to $82.6/b on average in 2023 from $101.3/b on average in 2022; |
| ● | TotalEnergies’ average liquids price realization8 decreased by 17% to $76.2/b in 2023 from $91.3/b in 2022; |
| ● | TotalEnergies’ average gas price realization9 decreased by 50% to $6.64/Mbtu in 2023 from $13.15/Mbtu in 2022; |
| ● | TotalEnergies’ average LNG price realization10 decreased by 32% to $10.76/Mbtu in 2023 from $15.90/Mbtu in 2022. |
Hydrocarbon production was 2,483 kboe/d in 2023, up 2% compared to 2,437 kboe/d in 2022 (excluding Novatek), comprised of:
| ● | +4% due to start-ups and ramp-ups, including Johan Sverdrup Phase 2 in Norway, Mero 1 in Brazil, Ikike in Nigeria, Block 10 in Oman, and Absheron in Azerbaijan, |
| ● | +1% due to improved security conditions in Nigeria and Libya, |
| ● | +1% due to lower planned maintenance and unplanned shutdowns, including at the Kashagan field in Kazakhstan, |
| ● | -1% portfolio effect, related to the end of the Bongkot operating licenses in Thailand, exit from Termokarstovoye in Russia, disposal of the Canadian oil sands assets and effective withdrawal from Myanmar, partially offset by the entries in the producing fields of SARB Umm Lulu in the United Arab Emirates, of Sépia and Atapu in Brazil, of Ratawi in Iraq, and the increased participation in the Waha concessions in Libya, |
| ● | -3% due to the natural field decline. |
The euro-dollar exchange rate averaged $1.0813/€ in 2023, compared to $1.0530/€ in 2022.
Net income (TotalEnergies share) was $21,384 million in the full-year 2023, an increase of 4% compared to $20,526 million in the full-year 2022.
Adjusted net income (TotalEnergies share) was $23,176 million in the full-year 2023 compared to $36,197 million in the full-year 2022, mainly due to lower oil prices and refining margins.
Adjustments to net income were $(1,792) million in the full-year 2023, consisting mainly of:
| ● | $2.0 billion gain on asset sales, including the sale of the Company’s retail network in Germany and the Company’s Canadian assets, |
| ● | $(2.2) billion related to asset impairments, primarily related to upstream assets in Kenya and upstream mature assets in Congo, as well as Al Shaheen in Qatar for timing effect of taxes, the Yunlin offshore wind project in Taiwan, divestment projects of Naphtachimie to INEOS and the Natref refinery in South Africa, as well as client portfolios related to goodwill from gas & power marketing activities in Belgium, Spain, and France, |
| ● | $(0.7) billion in inventory effects and effects of changes in fair value, |
7 Net cash flow is a non-GAAP financial measures. Refer to the “Glossary” starting on page 657 of the Universal Registration Document 2023 for the definitions and further information on Non-GAAP measures (alternative performance measures). The reconciliation tables for the non-GAAP financial measures are set forth under “Item 5. – 5.3 Adjusted Items and Reconciliation of non-GAAP financial measures” starting on page 15.
8 Sales in $ / Sales in volume for consolidated affiliates.
9 Sales in $ / Sales in volume for consolidated affiliates.
10 Sales in $ / Sales in volume for consolidated and equity affiliates.
Form 20-F 2024 TotalEnergies | 8 |
| ● | $(0.9) billion in other adjustments, notably the revaluation of Total Eren’s previously held equity interest, the devaluation of the Argentinian peso, the CCGT Infra-Marginal Income Contribution in France and the exceptional European solidarity contribution. |
TotalEnergies SE bought back, in 2023, 144,700,577 TotalEnergies SE shares on the market, i.e., 6.00% of the share capital as of December 31, 2023, of which 142,569,920 for cancellation and, in 2022, 140,207,743 TotalEnergies SE shares on the market, i.e., 5.35% of the share capital as of December 31, 2022, of which 128,869,261 for cancellation. See also “Item 5. - 5.4.3 Shareholders’ equity”, below.
Fully-diluted earnings per share was $8.67 in 2023 compared to $7.85 in 2022.
Acquisitions were:
| ● | $6,428 million in 2023, primarily related to Integrated Power, including the creation of a new joint venture with Adani Green Energy Limited in India and the acquisition of 50% of Rönesans Enerji in Turkey, as well as the acquisition of the remaining 70.4% of Total Eren, a 20% interest in the SARB and Umm Lulu concession in the United Arab Emirates, the acquisition of a 6.25% stake in the NFE LNG project and 9.375% in NFS LNG project in Qatar, and a 34% stake in a joint venture with Casa dos Ventos in Brazil. |
Divestments were:
| ● | $7,717 million in 2023, primarily related to the sale of the Company’s Canadian assets to ConocoPhillips and Suncor and the retail network in Germany to Alimentation Couche-Tard, as well as the sale of a 40% interest in Block 20 in Angola and a partial farm down in an offshore wind project off the coast of New York and New Jersey in the US. |
TotalEnergies’ cash flow from operating activities was $40,679 million in the full-year 2023, a decrease of 14% compared to $47,367 million in the full-year 2022.
TotalEnergies’ cash flow used in investing activities was $(16,454) million in the full-year 2023 compared to $(15,116) million in the full-year 2022.
TotalEnergies’ cash flow from operations excluding working capital (CFFO) was $35,946 million in the full-year 2023, a decrease of 21% compared to $45,729 million in the full-year 2022.
For the full-year 2023, TotalEnergies’ cash flow from operating activities was $40,679 million and the cash flow from operations excluding working capital (CFFO) was $35,946 million, which reflects positive variation from a working capital release of $4.8 billion, of which around $2 billion was related to exceptional fiscal debt variations that were mainly due to the change of the gas and power price cap compensation system in France and the disposal of the Company’s German retail network to Alimentation Couche-Tard.
The change in working capital was a decrease of $6,091 million for the full-year 2023 in accordance with IFRS. The difference of $1,358 million between IFRS and replacement cost method corresponds to the following adjustments: (i) the pre-tax inventory valuation effect of $714 million, (ii) plus the mark-to-market effect of Integrated LNG’s and Integrated Power’s contracts of $565 million, (iii) plus the capital gains from the renewables project sale of $81 million and (iv) less the organic loan repayments from equity affiliates of $2 million.
The change in working capital, as determined using the replacement cost method excluding the mark-to-market effect of Integrated LNG and Integrated Power’s contracts, including capital gain from renewable project sales and including organic loan repayment from equity affiliates, was a decrease of $4,733 million for the full-year 2023, compared to a decrease of $1,638 million for the full-year 2022.
TotalEnergies’ net cash flow11 was $19,109 million in 2023 compared to $29,426 million in 2022, reflecting the $9,783 million decrease in cash flow from operations excluding working capital (CFFO) and the $534 million increase in net investments to $16,837 million in 2023.
See also “Item 5. - 5.4 Liquidity and Capital Resources” below.
5.2.2 Business segment reporting
Financial information by business segment is reported in accordance with the internal reporting system and shows internal segment information that is used to manage and measure the performance of TotalEnergies and which is reviewed by the main operational decision-making body of TotalEnergies, namely the Executive Committee.
Management presents adjusted financial indicators to assist investors in better understanding, in conjunction with the Company’s financial results presented in accordance with IFRS, the economic performance of the Company. Adjustment items are of three types: inventory valuation effect, effect of changes in fair value, and special items.
The Inventory valuation effect: in accordance with IAS 2, TotalEnergies values inventories of petroleum products in its financial statements according to the First-In, First-Out (FIFO) method and other inventories using the weighted-average cost method. Under the FIFO method, the cost of inventory is based on the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on the reported income. Accordingly, the adjusted results of the Refining & Chemicals and Marketing & Services segments are presented according to the replacement cost method. This method is used to assess the segments’ performance and facilitate the comparability of the segments’ performance with those of its main competitors. In the replacement cost method, which approximates the Last-In, First-Out (LIFO) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period rather than the historical value. The inventory valuation effect is the difference between the results under the FIFO and the replacement cost methods.
Effect of changes in fair value: the effect of changes in fair value presented as an adjustment item reflects, for trading inventories and storage contracts, differences between internal measures of performance used by TotalEnergies’ Executive Committee and the accounting for these transactions under IFRS. IFRS requires that trading inventories be recorded at their fair value using period-end spot prices. In order to best reflect the management of economic exposure through derivative transactions, internal indicators used to measure performance include valuations of trading inventories based on forward prices. TotalEnergies, in its trading activities, enters into storage contracts, 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.
11 Net cash flow is a non-GAAP financial measures. Refer to the “Glossary” starting on page 657 of the Universal Registration Document 2024 for the definitions and further information on Non-GAAP measures (alternative performance measures). The reconciliation tables for the non-GAAP financial measures are set forth under “Item 5. – 5.3 Adjusted Items and Reconciliation of non-GAAP financial measures” starting on page 15.
Form 20-F 2024 TotalEnergies | 9 |
Special items: due to their unusual nature or particular significance, certain transactions qualifying as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, transactions such as restructuring costs or assets disposals, which are not considered to be representative of the normal course of business, may qualify as special items although they may have occurred in prior years or are likely to occur in following years.
TotalEnergies measures performance at the segment level on the basis of Adjusted net operating income. Adjusted net operating income comprises operating income of the relevant segment after deducting the amortization and the depreciation of intangible assets other than mineral interest, translation adjustments and gains or losses on the sale of assets, as well as all other income and expenses related to capital employed (dividends from nonconsolidated companies, income from equity affiliates and capitalized interest expenses) and after income taxes applicable to the above, excluding the effect of the adjustments describe below.
The income and expenses not included in net operating income adjusted that are included in net income (TotalEnergies share) are interest expenses related to net financial debt, after applicable income taxes (net cost of net debt), non-controlling interests, and the adjusted items. Starting 2023, details of adjustment items are presented for net operating income (with comparative period 2022).
The operational profit and assets are broken down by business segment prior to the consolidation and inter-segment adjustments.
Sales prices between business segments approximate market prices.
The profitable growth in the LNG and power integrated value chains are two of the key axes of TotalEnergies’ strategy.
In order to give more visibility to these businesses, the Board of Directors has decided that from the first quarter of 2023, Integrated LNG and Integrated Power results, previously grouped in the Integrated Gas, Renewables & Power (iGRP) segment, would be reported separately as two segments.
A new reporting structure for the business segments’ financial information has been put in place, effective January 1, 2023. It is based on the following five business segments:
- | An Exploration & Production segment that encompasses the activities of exploration and production of oil and natural gas, conducted in about 50 countries; |
- | An Integrated LNG segment covering the integrated gas chain (including upstream and midstream LNG activities) as well as biogas, hydrogen and gas trading activities; |
- | An Integrated Power segment covering generation, storage, electricity trading and B2B-B2C distribution of gas and electricity; |
| - | A Refining & Chemicals segment constituting a major industrial hub comprising the activities of refining, petrochemicals and specialty chemicals. This segment also includes the activities of oil supply, trading and marine shipping; |
- | A Marketing & Services segment including the global activities of supply and marketing in the field of petroleum products. |
In addition, the Corporate segment includes holdings operating and financial activities.
This new segment reporting has been prepared in accordance with IFRS 8 and according to the same principles as the internal reporting followed by TotalEnergies’ Executive Committee.
Due to the change in the Company’s internal organizational structure affecting the composition of the business segments, the segment reporting data for 2022 has been retrospectively revised.
5.2.2.1 Exploration & Production segment
Hydrocarbon production |
| 2024 |
| 2023 |
| 2022 |
EP (kboe/d) |
| 1,947 |
| 2,034 |
| 2,296 |
Liquids (kb/d)* | 1,408 | 1,492 | 1,466 | |||
Gas (Mcf/d) |
| 2,880 |
| 2,900 |
| 4,492 |
EP excluding novatek (kboe/d) |
| 1,947 |
| 2,034 |
| 2,025 |
Results (in millions of dollars except effective tax rate) |
| 2024 |
| 2023 |
| 2022 |
Adjusted net operating income(1) |
| 10,004 |
| 10,942 |
| 17,479 |
including adjusted income from equity affiliates |
| 742 |
| 539 |
| 1,335 |
Effective tax rate(2) |
| 47.8% | 50.0% | 50.8% | ||
Cash flow used in investing activities |
| 8,385 |
| 7,260 |
| 9,839 |
Organic investments |
| 9,060 |
| 10,232 |
| 7,507 |
Acquisitions net of assets sales |
| (207) |
| (2,706) |
| 2,520 |
Net investments |
| 8,853 |
| 7,526 |
| 10,027 |
Cash flow from operating activities |
| 17,388 |
| 18,531 |
| 27,654 |
Cash flow from operations excluding working capital (CFFO) |
| 17,049 |
| 19,126 |
| 26,080 |
(1) | Adjusted for special items, inventory valuation effect and the effect of changes in fair value. See Note 3 to the Consolidated Financial Statements (starting on page F-24). |
(2) | Effective tax rate = (tax on adjusted net operating income) / (adjusted net operating income – income from equity affiliates – dividends received from investments – impairment of goodwill + tax on adjusted net operating income). |
2024 vs. 2023
Exploration & Production adjusted net operating income was $10,004 million in full-year 2024, down 9% compared to $10,942 million for the full-year 2023, driven by lower oil prices that were partially compensated by increased production and higher gas realizations.
The segment's cash flow from operating activities was $17,388 million in full-year 2024, down 6% compared to $18,531 million in the full-year 2023.
Form 20-F 2024 TotalEnergies | 10 |
The segment’s cash flow from operations excluding working capital (CFFO) was $17,049 million in full-year 2024, down 11% compared to $19,126 million for the full-year 2023, mainly driven by lower oil and gas prices and by the impact of the disposal of the Canadian oil sands assets.
For additional information on the EP segment’s capital expenditures, refer to point 1.6 (starting on page 37) of chapter 1 and point 2.1.2 (on page 74) of chapter 2 of the Universal Registration Document 2024, incorporated herein by reference. See also “Item 5. - 5.4 Liquidity and Capital Resources”, below.
2023 vs. 2022
Exploration & Production (EP) adjusted net operating income was $10,942 million in full-year 2023, down 37% compared to $17,479 million for the full-year 2022, mainly due to lower oil and gas prices.
Adjusted net operating income for the Exploration & Production segment excludes special items.
For the full-year 2023, the exclusion of special items had a positive impact of $1,036 million on the segment’s adjusted net operating income, compared to a positive impact of $12,371 million for the full-year 2022.
The segment's cash flow from operating activities was $18,531 million in full-year 2023, down 33% compared to $27,654 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $19,126 million in full-year 2023, down 27% compared to $26,080 million for the full-year 2022, mainly due to lower oil and gas prices.
5.2.2.2 Integrated LNG segment
Hydrocarbon production for LNG | 2024 | 2023 | 2022 | |||
Integrated LNG (kboe/d) | 487 | 449 | 469 | |||
Liquids (kb/d) | 60 | 58 | 53 | |||
Gas (Mcf/d) | 2,331 | 2,128 | 2,267 | |||
Integrated LNG excluding Novatek (kboe/d) | 487 | 449 | 413 |
Liquefied Natural Gas (in Mt) |
| 2024 |
| 2023 |
| 2022 |
Overall LNG sales | 39.8 | 44.3 | 48.1 | |||
Incl. Sales from equity production* |
| 15.5 |
| 15.2 |
| 17.0 |
Incl. Sales by TotalEnergies from equity production and third party purchases |
| 34.7 |
| 40.1 |
| 42.8 |
* The Company’s equity production may be sold by TotalEnergies or by the joint ventures.
Results (in millions of dollars, except the average price of LNG) |
| 2024 |
| 2023 |
| 2022 |
Average price of LNG ($/Mbtu)(1) Consolidated subsidiaries and equity affiliates |
| 9.80 |
| 10.76 |
| 15.90 |
Adjusted net operating income(2) |
| 4,869 |
| 6,200 |
| 11,169 |
including adjusted income from equity affiliates |
| 1,978 |
| 2,103 |
| 5,637 |
Cash flow used in investing activities |
| 3,487 |
| 3,120 |
| (1,052) |
Organic investments |
| 2,169 |
| 2,063 |
| 519 |
Acquisitions net of assets sales |
| 1,367 |
| 1,096 |
| (47) |
Net investments |
| 3,536 |
| 3,159 |
| 472 |
Cash flow from operating activities |
| 5,185 |
| 8,442 |
| 9,604 |
Cash flow from operations excluding working capital (CFFO) |
| 4,903 | 7,293 | 9,784 |
(1) | Sales in $ / Sales in volume for consolidated and equity affiliates. Does not include LNG trading activities. |
(2) | Adjusted for special items, inventory valuation effect and the effect of changes in fair value. See Note 3 to the Consolidated Financial Statements (starting on page F-24). |
2024 vs. 2023
For full-year 2024, LNG sales were down 10% compared to full-year 2023 in a context of lower demand for LNG in Europe.
Integrated LNG adjusted net operating income was $4,869 million in the full-year 2024, down 21% compared to $6,200 million in the full-year 2023, mainly due to lower average LNG selling prices and low market volatility during the first three quarters of 2024 that impacted gas trading results.
The segment’s cash flow from operating activities was $5,185 million in the full-year 2024, down 39% compared to $8,442 million in the full-year 2023.
The segment’s cash flow from operations excluding working capital (CFFO) was $4,903 million in full-year 2024, down 33% compared to $7,293 million in full-year 2023, mainly due to lower average LNG selling prices and low market volatility during the first three quarters of 2024 that impacted gas trading results.
For information on the segment’s investments, refer to point 1.6 of chapter 1 of the Universal Registration Document 2024 (starting on page 37), incorporated herein by reference. See also “Item 5. - 5.4 Liquidity and Capital Resources” below.
2023 vs. 2022
For full-year 2023, hydrocarbon production for LNG (excluding Novatek) was up 9% compared to full-year 2022 due to increased supply to NLNG in Nigeria and higher availability of Ichthys LNG in Australia and Snøvhit in Norway.
For full-year 2023, LNG sales were down 8% compared to full-year 2022, mainly due to lower spot volumes related to lower demand in Europe as a result of a milder winter weather and high inventories.
Integrated LNG adjusted net operating income was $6,200 million in the full-year 2023, a decrease of 37% year-on-year (excluding Novatek), mainly due to the exceptional environment in 2022 linked to the energy crisis in Europe resulting from the Russia-Ukraine conflict.
Adjusted net operating income for the Integrated LNG segment excludes special items and the impact of changes in fair value.
For the full-year 2023, the exclusion of special items and the impact of changes in fair value had a positive impact of $798 million on the segment’s adjusted net operating income, compared to a positive impact of $4,580 million for the full-year 2022.
The segment’s cash flow from operating activities was $8,442 million in the full-year 2023, a decrease of 12% compared to $9,604 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $7,293 million in full-year 2023, a decrease of 25% compared to $9,784 million in full-year 2022 (excluding Novatek), mainly due to lower LNG prices that were partially offset by high margins captured in 2022 on LNG cargoes delivered in 2023.
Form 20-F 2024 TotalEnergies | 11 |
5.2.2.3 Integrated Power segment
Integrated Power |
| 2024 |
| 2023 |
| 2022 |
Net power production (TWh) (1) | 41.1 | 33.4 | 33.2 | |||
o/w power production from renewables |
| 26.0 |
| 18.9 |
| 10.4 |
o/w power production from gas flexible capacities |
| 15.1 |
| 14.5 |
| 22.8 |
Portfolio of power generation net installed capacity (GW) (2) | 21.5 | 17.3 | 12.0 | |||
o/w renewables | 15.1 | 13.0 | 7.7 | |||
o/w gas flexible capacities | 6.5 | 4.3 | 4.3 | |||
Portfolio of renewable power generation gross capacity (GW) (2), (3) | 97.2 | 80.1 | 69.0 | |||
o/w installed capacity | 26.0 | 22.4 | 16.8 | |||
Clients power – BtB and BtC (Million) (2) | 6.1 | 5.9 | 6.1 | |||
Clients gas – BtB and BtC (Million) (2) | 2.8 | 2.8 | 2.7 | |||
Sales power – BtB and BtC (TWh) | 50.7 | 52.1 | 55.3 | |||
Sales gas – BtB and BtC (TWh) |
| 98.6 |
| 100.9 |
| 96.3 |
(1) | Solar, wind, hydroelectric and gas flexible capacities. |
(2) | End of period data. |
(3) | Includes 20% of Adani Green Energy Ltd’s gross capacity, 50% of Clearway Energy Group’s gross capacity effective third quarter 2022 and 49% of Casa dos Ventos’ gross capacity effective first quarter 2023. |
Results (in millions of dollars) | 2024 | 2023 | 2022 | |||
Adjusted net operating income(1) | 2,173 | 1,853 | 975 | |||
including adjusted income from equity affiliates | — | 137 | 201 | |||
Cash flow used in investing activities | 3,897 | 4,836 | 4,100 | |||
Organic investments | 2,355 | 2,582 | 1,385 | |||
Acquisitions net of assets sales | 1,514 | 2,363 | 2,136 | |||
Net investments | 3,869 | 4,945 | 3,521 | |||
Cash flow from operating activities | 2,972 | 3,573 | 66 | |||
Cash flow from operations excluding working capital (CFFO) | 2,555 | 2,152 | 970 |
(1) | Adjusted for special items, inventory valuation effect and the effect of changes in fair value. See Note 3 to the Consolidated Financial Statements (starting on page F-24). |
2024 vs. 2023
For the full-year 2024, net power production was 41.1 TWh up 23% compared to 33.4 TWh in the full-year 2023. Notably, production from renewables increased 38% compared to full-year 2023 and accounted for more than 60% of the electricity generated.
For the full-year 2024, gross installed renewable power generation capacity reached 26.0 GW up 16% compared to 22.4 GW in the full-year 2023.
Integrated Power adjusted net operating income was $2,173 million in the full-year 2024, up nearly 20% compared to $1,853 million in the full-year 2023, in line with growth in the business.
The segment's cash flow from operating activities was $2,972 million in the full-year 2024, down 17% compared to $3,573 million in the full-year 2023.
The segment’s cash flow from operations excluding working capital (CFFO) was $2,555 million in the full-year 2024, up nearly 20% compared to $2,152 million in the full-year 2023 in line with growth in the business. These results demonstrate the relevance of the integrated model, with all segments of the value chain contributing to achieving of the annual guidance (> $2.5 billion CFFO).
For information on the segment’s investments, refer to point 1.6 of chapter 1 of the Universal Registration Document 2024 (starting on page 37), incorporated herein by reference. See also “Item 5. - 5.4 Liquidity and Capital Resources” below.
2023 vs. 2022
For the full-year 2023, net power production was 33.4 TWh, an increase of 1% compared to 33.2 TWh in the full-year 2022, as lower generation from flexible capacity, whose utilization rate was exceptional in 2022 due to the energy crisis in Europe, was more than compensated by growing electricity generation from renewables that is related to the integration of 100% of Total Eren and contribution from Clearway in the US and Casa dos Ventos in Brazil.
For the full-year 2023, gross installed renewable power generation capacity was 22.4 GW, an increase of 33% compared to 16.8 GW in the full-year 2022. Gross installed renewable capacity grew by nearly 6 GW in the full-year 2023.
Integrated Power adjusted net operating income was $1,853 million in the full-year 2023, an increase of 90% compared to $975 million in the full-year 2022, demonstrating the performance of its integrated business model along the power value chain: renewables, CCGT, trading, and B2B & B2C marketing.
Adjusted net operating income for the Integrated Power segment excludes special items and the impact of changes in fair value.
For the full-year 2023, the exclusion of special items and the impact of changes in fair value had a positive impact of $173 million on the segment’s adjusted net operating income, compared to a negative impact of $2,070 million for the full-year 2022.
The segment's cash flow from operating activities was $3,573 million in the full-year 2023, 54.1 times higher compared to $66 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $2,152 million in 2023, 2.2 times higher compared to $970 million in the full-year 2022, with all the segments of the value chain contributing to growth.
Form 20-F 2024 TotalEnergies | 12 |
5.2.2.4 Downstream (Refining & Chemicals and Marketing & Services segments)
Results (in millions of dollars) |
| 2024 |
| 2023 |
| 2022 |
Adjusted net operating income(1) |
| 3,520 |
| 6,112 |
| 8,852 |
Cash flow used in investing activities |
| 1,392 |
| 1,094 |
| 2,141 |
Organic investments |
| 2,662 |
| 3,105 |
| 2,354 |
Acquisitions net of assets sales |
| (1,262) |
| (2,042) |
| (159) |
Net investments |
| 1,400 |
| 1,063 |
| 2,195 |
Cash flow from operating activities |
| 6,709 |
| 9,914 |
| 11,787 |
Cash flow from operations excluding working capital (CFFO) |
| 6,079 |
| 8,171 |
| 10,069 |
(1) | Adjusted for special items, inventory valuation effect and the effect of changes in fair value. See Note 3 to the Consolidated Financial Statements (starting on page F-24). |
A. Refining & Chemicals segment
Refinery throughput and utilization rates* |
| 2024 |
| 2023 |
| 2022 |
Total refinery throughput (kb/d) |
| 1,472 |
| 1,436 |
| 1,472 |
France |
| 422 |
| 414 |
| 348 |
Rest of Europe |
| 605 |
| 592 |
| 623 |
Rest of world |
| 446 |
| 431 |
| 501 |
Utilization rates based on crude only** |
| 83% | 81% | 82% |
* | Includes refineries in Africa that are reported in the Marketing & Services segment for 2022 and 2023. |
** | Based on distillation capacity at the beginning of the year. |
Petrochemicals production and utilization rate |
| 2024 |
| 2023 |
| 2022 |
Monomers* (kt) |
| 5,082 |
| 4,896 |
| 5,005 |
Polymers (kt) |
| 4,433 |
| 4,130 |
| 4,549 |
Steam cracker utilization rate** |
| 79% | 69% | 76% |
* | Olefins. |
** | Based on olefins production from steam crackers and their treatment capacity at the start of the year, excluding Lavera (divested) from 2nd quarter 2024. |
Results (in millions of dollars, except ERM) |
| 2024 |
| 2023 |
| 2022 |
European Refining Margin Marker (ERM) ($/t)(1) |
| 39.5 |
| 71.0 |
| 92.3 |
Adjusted net operating income(2) | 2,160 | 4,654 | 7,302 | |||
Cash flow used in investing activities |
| 1,530 |
| 1,953 |
| 1,177 |
Organic investments |
| 1,711 |
| 2,040 |
| 1,319 |
Acquisitions net of assets sales |
| (173) |
| (118) |
| (38) |
Net investments |
| 1,538 |
| 1,922 |
| 1,281 |
Cash flow from operating activities |
| 3,808 |
| 7,957 |
| 8,663 |
Cash flow from operations excluding working capital (CFFO) |
| 3,760 | 5,853 | 7,704 |
(1) | 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. Does not include oil trading activities. |
(2) | Adjusted for special items, inventory valuation effect and the effect of changes in fair value. See Note 3 to the Consolidated Financial Statements (starting on page F-24). |
2024 vs. 2023
In the full-year of 2024, refining throughput was up 2% compared to the full-year 2023, reflecting a slightly higher refinery utilization rate given the major turnaround schedule of the year.
In the full-year of 2024, the utilization rate based on crude was 83%, below the annual objective of 85% due to unplanned shutdowns notably at the Normandy and Donges platforms, in France as well as at the Port-Arthur refinery in the United States.
In the full-year of 2024, petrochemicals production was up 4% compared to the full-year 2023 for monomers and up 7% compared to the full-year 2023 for polymers due to an increase in the rate of use of crackers.
In the full-year of 2024, Refining & Chemicals adjusted net operating income was $2,160 million, down 54% compared to $4,654 million in the full-year 2023, reflecting lower refining margins in Europe and the Rest of the World.
The segment’s cash flow from operating activities was $3,808 million in the full-year 2024, down 52% compared to $7,957 million in the full-year 2023.
The segment’s cash flow from operations excluding working capital (CFFO) was $3,760 million in the full-year 2024, down 36% compared to $5,853 million in the full-year 2023 reflecting lower refining margins in Europe and the Rest of the World.
For information on the Refining & Chemicals segment’s investments, refer to point 1.5 of chapter 1 of the Universal Registration Document 2024 (starting on page 34), incorporated herein by reference. See also “Item 5. - 5.4 Liquidity and Capital Resources” below.
2023 vs. 2022
Refining throughput decreased 2% in 2023 compared to 2022, mainly due to a slightly lower refinery utilization rate reflecting the major turnaround schedule of the year.
Monomers production decreased 2% in 2023 compared to 2022 and polymers production decreased 9% in 2023 compared to 2022, due to weak demand for chemicals mainly in Europe impacting steam cracker utilization rate. The decrease in monomers production was partially compensated by the ramp up of ethane cracker unit in Port Arthur in the US.
Refining & Chemicals adjusted net operating income was $4,654 million in the full-year 2023, a decrease of 36% year-on-year, due to the decrease in refining margins and refining throughput.
Form 20-F 2024 TotalEnergies | 13 |
Adjusted net operating income for the Refining & Chemicals segment excludes any after-tax inventory valuation effect and special items.
For the full-year 2023, the exclusion of the inventory valuation effect had a positive impact of $586 million on the segment’s adjusted net operating income, compared to a negative impact of $337 million for the full-year 2022.
For the full-year 2023, the exclusion of special items had a positive impact of $689 million on the segment’s adjusted net operating income, compared to a positive impact of $990 million for the full-year 2022.
The segment’s cash flow from operating activities was $7,957 million in the full-year 2023, a decrease of 8% compared to $8,663 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $5,853 million in the full-year 2023, a decrease of 24% compared to $7,704 million in the full-year 2022, due to lower refining margins, turnarounds at Satorp in Saudi Arabia, the Port Arthur refinery in the US and at the Antwerp refinery in Belgium and weak petrochemical demand, particularly in Europe, which was partially offset by dividends received from equity affiliates during the fourth quarter of 2023.
B. Marketing & Services segment
Petroleum product sales (kb/d)* |
| 2024 |
| 2023 |
| 2022 |
Total Marketing & Services sales |
| 1,342 |
| 1,375 |
| 1,468 |
Europe |
| 752 |
| 776 |
| 824 |
Rest of world | 591 | 599 | 644 |
* | Excludes trading and bulk Refining sales. |
Results (in millions of dollars) |
| 2024 |
| 2023 |
| 2022 |
Adjusted net operating income(1) |
| 1,360 |
| 1,458 |
| 1,550 |
Cash flow used in investing activities |
| (138) |
| (859) |
| 964 |
Organic investments |
| 951 |
| 1,065 |
| 1,035 |
Acquisitions net of assets sales |
| (1,089) |
| (1,924) |
| (121) |
Net investments |
| (138) |
| (859) |
| 914 |
Cash flow from operating activities |
| 2,901 |
| 1,957 |
| 3,124 |
Cash flow from operations excluding working capital (CFFO) |
| 2,319 | 2,318 | 2,365 |
(1) | Adjusted for special items, inventory valuation effect and the effect of changes in fair value. See Note 3 to the Consolidated Financial Statements (starting on page F-24). |
2024 vs. 2023
In the full-year 2024, sales of petroleum products were down 2% compared to the full-year 2023 mainly due to seasonality of European fuel demand partially offset by better sales in the aviation and lubricants business.
Marketing & Services adjusted net operating income was $1,360 million in the full-year 2024, a decrease of 7% compared to $1,458 million in the full-year 2023 mainly because of the cession in Germany and Benelux.
The segment’s cash flow from operating activities was $2,901 million in the full-year 2024, an increase of 48% compared to $1,957 million in the full-year 2023.
The segment’s cash flow from operations excluding working capital (CFFO) was $2,319 million in the full-year 2024 compared to $2,318 million in the full-year 2023.
For information on the Marketing & Services segment’s investments, refer to point 1.6 of chapter 1 of the Universal Registration Document 2024 (starting on page 37), incorporated herein by reference. See also “Item 5. - 5.4 Liquidity and Capital Resources”, below.
2023 vs. 2022
Marketing & Services adjusted net operating income was $1,458 million in the full-year 2023, a decrease of 6% compared to $1,550 million in the full-year 2022, due to lower sales.
Adjusted net operating income for the Marketing & Services segment excludes any after-tax inventory valuation effect and special items.
For the full-year 2023, the exclusion of the inventory valuation effect had a positive impact of $108 million on the segment’s adjusted net operating income, compared to a negative impact of $194 million in the full-year 2022.
For the full-year 2023, the exclusion of special items had a negative impact of $1,408 million on the segment’s adjusted net operating income, compared to a positive impact of $188 million for the full-year 2022.
The segment’s cash flow from operating activities was $1,957 million in the full-year 2023, a decrease of 37% compared to $3,124 million in the full-year 2022.
The segment’s cash flow from operations excluding working capital (CFFO) was $2,318 million in the full-year 2023, a decrease of 2% compared to $2,365 million in the full-year 2022.
Form 20-F 2024 TotalEnergies | 14 |
5.3 Adjusted Items and Reconciliation of non-GAAP financial measures
A. Adjustment items to net income (TotalEnergies share)
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Net income (TotalEnergies share) |
| 15,758 |
| 21,384 |
| 20,526 |
Special items affecting net income (TotalEnergies share) |
| (1,219) |
| (1,105) |
| (17,310) |
Gain (loss) on asset sales |
| 1,372 |
| 2,047 |
| 1,391 |
Restructuring charges |
| (27) |
| (56) |
| (42) |
Impairments |
| (1,976) |
| (2,166) |
| (15,743) |
Other* |
| (588) |
| (930) |
| (2,916) |
After-tax inventory effect : FIFO vs. replacement cost |
| (339) |
| (699) |
| 501 |
Effect of changes in fair value |
| (948) |
| 12 |
| 1,138 |
Total adjustments affecting net income |
| (2,506) |
| (1,792) |
| (15,671) |
Adjusted net income (TotalEnergies share) |
| 18,264 |
| 23,176 |
| 36,197 |
* | Other adjustment items for net income for the year 2024 amounted to ($588) million consisting mainly of the inframarginal rent contribution in France and deferred tax adjustments related to rate changes. |
B. Reconciliation of consolidated net income to adjusted net operating income
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Consolidated net income (a) |
| 16,031 |
| 21,510 |
| 21,044 |
Net cost of net debt (b) |
| (1,360) |
| (1,108) |
| (1,278) |
Special items affecting net operating income |
| (1,249) |
| (1,384) |
| (17,559) |
Gain (loss) on asset sales |
| 1,372 |
| 2,047 |
| 1,450 |
Restructuring charges |
| (27) |
| (56) |
| (55) |
Impairments |
| (1,978) |
| (2,297) |
| (15,759) |
Other |
| (616) |
| (1,078) |
| (3,195) |
After-tax inventory effect : FIFO vs. replacement cost |
| (386) |
| (694) |
| 531 |
Effect of changes in fair value |
| (948) |
| 12 |
| 1,138 |
Total adjustments affecting net operating income (c) |
| (2,583) |
| (2,066) |
| (15,890) |
Adjusted net operating income (a - b - c) |
| 19,974 |
| 24,684 |
| 38,212 |
C. Reconciliation of net income (TotalEnergies share) to adjusted EBITDA
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Net income - TotalEnergies share |
| 15,758 |
| 21,384 |
| 20,526 |
Less: adjustment items to net income (TotalEnergies share) |
| 2,506 |
| 1,792 |
| 15,671 |
Adjusted net income - TotalEnergies share |
| 18,264 |
| 23,176 |
| 36,197 |
Adjusted items |
|
|
|
|
|
|
Add: non-controlling interests |
| 322 |
| 274 |
| 460 |
Add: income taxes |
| 11,209 |
| 12,939 |
| 20,565 |
Add: depreciation, depletion and impairment of tangible assets and mineral interests |
| 11,667 |
| 12,012 |
| 12,316 |
Add: amortization and impairment of intangible assets |
| 389 |
| 394 |
| 400 |
Add: financial interest on debt |
| 3,016 |
| 2,820 |
| 2,386 |
Less: financial income and expense from cash & cash equivalents |
| (1,724) |
| (1,585) |
| (746) |
Adjusted EBITDA |
| 43,143 |
| 50,030 |
| 71,578 |
D. Reconciliation of revenues from sales to adjusted EBITDA and net income (TotalEnergies share)
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Adjusted items | ||||||
Revenues from sales |
| 195,610 |
| 218,945 |
| 263,206 |
Purchases, net of inventory variation |
| (126,000) |
| (142,247) |
| (171,049) |
Other operating expenses |
| (29,485) |
| (29,808) |
| (28,745) |
Exploration costs |
| (528) |
| (575) |
| (574) |
Other income |
| 725 |
| 504 |
| 1,349 |
Other expense, excluding amortization and impairment of intangible assets |
| (317) |
| (288) |
| (1,142) |
Other financial income |
| 1,304 |
| 1,221 |
| 812 |
Other financial expense |
| (835) |
| (722) |
| (533) |
Net income (loss) from equity affiliates |
| 2,669 |
| 3,000 |
| 8,254 |
Adjusted EBITDA |
| 43,143 |
| 50,030 |
| 71,578 |
Adjusted items |
|
|
|
|
|
|
Less: depreciation, depletion and impairment of tangible assets and mineral interests |
| (11,667) |
| (12,012) |
| (12,316) |
Less: amortization of intangible assets |
| (389) |
| (394) |
| (400) |
Less: financial interest on debt |
| (3,016) |
| (2,820) |
| (2,386) |
Add: financial income and expense from cash & cash equivalents |
| 1,724 |
| 1,585 |
| 746 |
Less: income taxes |
| (11,209) |
| (12,939) |
| (20,565) |
Less: non-controlling interests |
| (322) |
| (274) |
| (460) |
Add: adjustment - TotalEnergies share |
| (2,506) |
| (1,792) |
| (15,671) |
Net income - TotalEnergies share |
| 15,758 |
| 21,384 |
| 20,526 |
Form 20-F 2024 TotalEnergies | 15 |
E. Investments – Divestments and reconciliation of cash flow used in investing activities to net investments, to acquisitions net of assets sales and to organic investments
(1) Totalenergies share:
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow used in investing activities (a) |
| 17,332 |
| 16,454 |
| 15,116 |
Other transactions with non-controlling interests (b) |
| — |
| — |
| (50) |
Organic loan repayment from equity affiliates (c) |
| 29 |
| (2) |
| 1,630 |
Change in debt from renewable projects financing (d)* |
| (52) |
| 78 |
| (589) |
Capex linked to capitalized leasing contracts (e) |
| 471 |
| 259 |
| 177 |
Expenditures related to carbon credits (f) |
| 49 |
| 48 |
| 19 |
Net investments (a + b + c + d + e + f = g - i + h) |
| 17,829 |
| 16,837 |
| 16,303 |
of which acquisitions net of assets sales (g-i) |
| 1,406 |
| (1,289) |
| 4,451 |
Acquisitions (g) |
| 4,646 |
| 6,428 |
| 5,872 |
Asset sales (i) |
| 3,240 |
| 7,717 |
| 1,421 |
Change in debt from renewable projects (partner share) |
| 26 |
| (81) |
| 279 |
of which organic investments (h) |
| 16,423 |
| 18,126 |
| 11,852 |
Capitalized exploration |
| 516 |
| 1,094 |
| 669 |
Increase in non-current loans |
| 2,210 |
| 1,845 |
| 954 |
Repayment of non-current loans, excluding organic loan repayment from equity affiliates |
| (1,083) |
| (524) |
| (1,082) |
Change in debt from renewable projects (TotalEnergies share) |
| (26) |
| (3) |
| (310) |
* | Change in debt from renewable projects (TotalEnergies share and partner share). |
(2) Exploration & Production:
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow used in investing activities (a) |
| 8,385 |
| 7,260 |
| 9,839 |
Other transactions with non-controlling interests (b) |
| — |
| — |
| — |
Organic loan repayment from equity affiliates (c) |
| 1 |
| — |
| 22 |
Change in debt from renewable projects financing (d)* |
| — |
| — |
| — |
Capex linked to capitalized leasing contracts (e) |
| 418 |
| 218 |
| 147 |
Expenditures related to carbon credits (f) |
| 49 |
| 48 |
| 19 |
Net investments (a + b + c + d + e + f = g - i + h) |
| 8,853 |
| 7,526 |
| 10,027 |
of which acquisitions net of assets sales (g-i) |
| (207) |
| (2,706) |
| 2,520 |
Acquisitions (g) |
| 534 |
| 2,320 |
| 3,134 |
Asset sales (i) |
| 741 |
| 5,026 |
| 614 |
Change in debt from renewable projects (partner share) |
| — |
| — |
| — |
of which organic investments (h) |
| 9,060 |
| 10,232 |
| 7,507 |
Capitalized exploration |
| 483 |
| 1,081 |
| 669 |
Increase in non-current loans |
| 196 |
| 154 |
| 78 |
Repayment of non-current loans, excluding organic loan repayment from equity affiliates |
| (98) |
| (92) |
| (171) |
Change in debt from renewable projects (TotalEnergies share) |
| — |
| — |
| — |
* | Change in debt from renewable projects (TotalEnergies share and partner share). |
(3) Integrated LNG:
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow used in investing activities (a) |
| 3,487 |
| 3,120 |
| (1,052) |
Other transactions with non-controlling interests (b) |
| — |
| — |
| — |
Organic loan repayment from equity affiliates (c) |
| 3 |
| 2 |
| 1,499 |
Change in debt from renewable projects financing (d)* |
| — |
| — |
| — |
Capex linked to capitalized leasing contracts (e) |
| 46 |
| 37 |
| 25 |
Expenditures related to carbon credits (f) |
| — |
| — |
| — |
Net investments (a + b + c + d + e + f = g - i + h) |
| 3,536 |
| 3,159 |
| 472 |
of which acquisitions net of assets sales (g-i) |
| 1,367 |
| 1,096 |
| (47) |
Acquisitions (g) |
| 1,417 |
| 1,253 |
| 27 |
Asset sales (i) |
| 50 |
| 157 |
| 74 |
Change in debt from renewable projects (partner share) |
| — |
| — |
| — |
of which organic investments (h) |
| 2,169 |
| 2,063 |
| 519 |
Capitalized exploration |
| 33 |
| 13 |
| — |
Increase in non-current loans |
| 809 |
| 570 |
| 328 |
Repayment of non-current loans, excluding organic loan repayment from equity affiliates |
| (372) |
| (131) |
| (690) |
Change in debt from renewable projects (TotalEnergies share) |
| — |
| — |
| — |
* | Change in debt from renewable projects (TotalEnergies share and partner share). |
Form 20-F 2024 TotalEnergies | 16 |
(4) Integrated Power:
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow used in investing activities (a) |
| 3,897 |
| 4,836 |
| 4,100 |
Other transactions with non-controlling interests (b) |
| — |
| — |
| — |
Organic loan repayment from equity affiliates (c) |
| 17 |
| 27 |
| 5 |
Change in debt from renewable projects financing (d)* |
| (52) |
| 78 |
| (589) |
Capex linked to capitalized leasing contracts (e) |
| 7 |
| 4 |
| 5 |
Expenditures related to carbon credits (f) |
| — |
| — |
| — |
Net investments (a + b + c + d + e + f = g - i + h) |
| 3,869 |
| 4,945 |
| 3,521 |
of which acquisitions net of assets sales (g-i) |
| 1,514 |
| 2,363 |
| 2,136 |
Acquisitions (g) |
| 2,515 |
| 2,739 |
| 2,661 |
Asset sales (i) |
| 1,001 |
| 376 |
| 525 |
Change in debt from renewable projects (partner share) |
| 26 |
| (81) |
| 279 |
of which organic investments (h) |
| 2,355 |
| 2,582 |
| 1,385 |
Capitalized exploration |
| — |
| — |
| — |
Increase in non-current loans |
| 979 |
| 870 |
| 397 |
Repayment of non-current loans, excluding organic loan repayment from equity affiliates |
| (439) |
| (177) |
| (83) |
Change in debt from renewable projects (TotalEnergies share) |
| (26) |
| (3) |
| (310) |
* | Change in debt from renewable projects (TotalEnergies share and partner share). |
(5) Refining & Chemicals:
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow used in investing activities (a) |
| 1,530 |
| 1,953 |
| 1,177 |
Other transactions with non-controlling interests (b) |
| — |
| — |
| — |
Organic loan repayment from equity affiliates (c) |
| 8 |
| (31) |
| 104 |
Change in debt from renewable projects financing (d)* |
| — |
| — |
| — |
Capex linked to capitalized leasing contracts (e) |
| — |
| — |
| — |
Expenditures related to carbon credits (f) |
| — |
| — |
| — |
Net investments (a + b + c + d + e + f = g - i + h) |
| 1,538 |
| 1,922 |
| 1,281 |
of which acquisitions net of assets sales (g-i) |
| (173) |
| (118) |
| (38) |
Acquisitions (g) |
| 77 |
| 32 |
| 15 |
Asset sales (i) |
| 250 |
| 150 |
| 53 |
Change in debt from renewable projects (partner share) |
| — |
| — |
| — |
of which organic investments (h) |
| 1,711 |
| 2,040 |
| 1,319 |
Capitalized exploration |
| — |
| — |
| — |
Increase in non-current loans |
| 99 |
| 79 |
| 53 |
Repayment of non-current loans, excluding organic loan repayment from equity affiliates |
| (43) |
| (33) |
| (35) |
Change in debt from renewable projects (TotalEnergies share) |
| — |
| — |
| — |
* | Change in debt from renewable projects (TotalEnergies share and partner share). |
(6) Marketing & Services:
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow used in investing activities (a) |
| (138) |
| (859) |
| 964 |
Other transactions with non-controlling interests (b) |
| — |
| — |
| (50) |
Organic loan repayment from equity affiliates (c) |
| — |
| — |
| — |
Change in debt from renewable projects financing (d)* |
| — |
| — |
| — |
Capex linked to capitalized leasing contracts (e) |
| — |
| — |
| — |
Expenditures related to carbon credits (f) |
| — |
| — |
| — |
Net investments (a + b + c + d + e + f = g - i + h) |
| (138) |
| (859) |
| 914 |
of which acquisitions net of assets sales (g-i) |
| (1,089) |
| (1,924) |
| (121) |
Acquisitions (g) |
| 103 |
| 84 |
| 34 |
Asset sales (i) |
| 1,192 |
| 2,008 |
| 155 |
Change in debt from renewable projects (partner share) |
| — |
| — |
| — |
of which organic investments (h) |
| 951 |
| 1,065 |
| 1,035 |
Capitalized exploration |
| — |
| — |
| — |
Increase in non-current loans |
| 103 |
| 152 |
| 83 |
Repayment of non-current loans, excluding organic loan repayment from equity affiliates |
| (109) |
| (82) |
| (87) |
Change in debt from renewable projects (TotalEnergies share) |
| — |
| — |
| — |
* | Change in debt from renewable projects (TotalEnergies share and partner share). |
Form 20-F 2024 TotalEnergies | 17 |
F. | Reconciliation of cash flow from operating activities to cash flow from operations excluding working capital (CFFO), to DACF and to net cash flow |
(1) Totalenergies share:
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow from operating activities (a) |
| 30,854 |
| 40,679 |
| 47,367 |
(Increase) decrease in working capital (b)* |
| 1,491 |
| 5,526 |
| 2,831 |
Inventory effect (c) |
| (525) |
| (714) |
| 501 |
Capital gain from renewable project sales (d) |
| — |
| 81 |
| 64 |
Organic loan repayments from equity affiliates (e) |
| 29 |
| (2) |
| 1,630 |
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e) |
| 29,917 |
| 35,946 |
| 45,729 |
Financial charges |
| (697) |
| (505) |
| (1,296) |
Debt Adjusted Cash Flow (DACF) |
| 30,614 |
| 36,451 |
| 47,025 |
Organic investments (g) |
| 16,423 |
| 18,126 |
| 11,852 |
Free cash flow after organic investments (f - g) |
| 13,494 |
| 17,820 |
| 33,877 |
Net investments (h) |
| 17,829 |
| 16,837 |
| 16,303 |
Net cash flow (f - h) |
| 12,088 |
| 19,109 |
| 29,426 |
* | Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG and Integrated Power sectors’ contracts. |
G. Reconciliation of cash flow from operating activities to cash flow from operations excluding working capital (CFFO)
(1) Exploration & Production
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow from operating activities (a) |
| 17,388 |
| 18,531 |
| 27,654 |
(Increase) decrease in working capital (b)* |
| 340 |
| (595) |
| 1,596 |
Inventory effect (c) |
| — |
| — |
| — |
Capital gain from renewable project sales (d) |
| — |
| — |
| — |
Organic loan repayments from equity affiliates (e) |
| 1 |
| — |
| 22 |
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e) |
| 17,049 |
| 19,126 |
| 26,080 |
(2) Integrated LNG
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow from operating activities (a) |
| 5,185 |
| 8,442 |
| 9,604 |
(Increase) decrease in working capital (b)* |
| 285 |
| 1,151 |
| 1,319 |
Inventory effect (c) |
| — |
| — |
| — |
Capital gain from renewable project sales (d) |
| — |
| — |
| — |
Organic loan repayments from equity affiliates (e) |
| 3 |
| 2 |
| 1,499 |
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e) |
| 4,903 |
| 7,293 |
| 9,784 |
* | Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG sectors’ contracts. |
(3) Integrated Power
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow from operating activities (a) |
| 2,972 |
| 3,573 |
| 66 |
(Increase) decrease in working capital (b)* |
| 434 |
| 1,529 |
| (835) |
Inventory effect (c) |
| — |
| — |
| — |
Capital gain from renewable project sales (d) |
| — |
| 81 |
| 64 |
Organic loan repayments from equity affiliates (e) |
| 17 |
| 27 |
| 5 |
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e) |
| 2,555 |
| 2,152 |
| 970 |
* | Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG sectors’ contracts. |
(4) Refining & Chemicals
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow from operating activities (a) |
| 3,808 |
| 7,957 |
| 8,663 |
(Increase) decrease in working capital (b) |
| 433 |
| 2,641 |
| 823 |
Inventory effect (c) |
| (377) |
| (568) |
| 240 |
Capital gain from renewable project sales (d) |
| — |
| — |
| — |
Organic loan repayments from equity affiliates (e) |
| 8 |
| (31) |
| 104 |
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e) |
| 3,760 |
| 5,853 |
| 7,704 |
(5) Marketing & Services
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow from operating activities (a) |
| 2,901 |
| 1,957 |
| 3,124 |
(Increase) decrease in working capital (b) |
| 730 |
| (215) |
| 498 |
Inventory effect (c) |
| (148) |
| (146) |
| 261 |
Capital gain from renewable project sales (d) |
| — |
| — |
| — |
Organic loan repayments from equity affiliates (e) |
| — |
| — |
| — |
Cash flow from operations excluding working capital (CFFO) (f = a - b - c + d + e) |
| 2,319 |
| 2,318 |
| 2,365 |
Form 20-F 2024 TotalEnergies | 18 |
H. Gearing Ratio
As of and for the year ended December 31 (in millions of dollars) |
| 2024 |
| 2023 |
| 2022 |
Current borrowings * |
| 7,929 |
| 7,869 |
| 14,065 |
Other current financial liabilities |
| 664 |
| 446 |
| 488 |
Current financial assets *, ** |
| (6,536) |
| (6,256) |
| (8,556) |
Net financial assets classified as held for sale * |
| 33 |
| 17 |
| (38) |
Non-current financial debt * |
| 35,711 |
| 32,722 |
| 36,987 |
Non-current financial assets * |
| (1,027) |
| (1,229) |
| (1,303) |
Cash and cash equivalents |
| (25,844) |
| (27,263) |
| (33,026) |
Net debt (a) |
| 10,930 |
| 6,306 |
| 8,617 |
Shareholders’ equity - TotalEnergies share |
| 117,858 |
| 116,753 |
| 111,724 |
Non-controlling interests |
| 2,397 |
| 2,700 |
| 2,846 |
Shareholders' equity (b) |
| 120,255 |
| 119,453 |
| 114,570 |
Gearing = a / (a+b) |
| 8.3% | 5.0% | 7.0% | ||
Leases (c) |
| 8,272 |
| 8,275 |
| 8,096 |
Gearing including leases (a+c) / (a+b+c) |
| 13.8% | 10.9% | 12.7% |
*Excludes leases receivables and leases debts.
**Including initial margins held as part of the Company’s activities on organized markets.
I. ROACE (Full-year 2024)
| Exploration |
|
|
| Refining |
| Marketing |
| ||||
& | Integrated | Integrated | & | & | ||||||||
In millions of dollars | Production | LNG | Power | Chemicals | Services | Company | ||||||
Adjusted net operating income |
| 10,004 |
| 4,869 |
| 2,173 |
| 2,160 |
| 1,360 |
| 19,974 |
Capital employed at 12/31/2022 |
| 65,784 |
| 33,671 |
| 16,225 |
| 7,438 |
| 7,593 |
| 128,811 |
Capital employed at 12/31/2023 |
| 63,870 |
| 36,048 |
| 21,511 |
| 6,043 |
| 7,674 |
| 132,222 |
Capital employed at 12/31/2024 | 64,430 | 41,477 | 21,739 | 5,564 | 6,870 | 138,125 | ||||||
ROACE |
| 15.6% | 12.6% | 10.0% | 37.2% | 18.7% | 14.8% |
Form 20-F 2024 TotalEnergies | 19 |
J. Reconciliation of capital employed (balance sheet) and calculation of ROACE
| Exploration |
|
|
| Refining |
| Marketing |
|
|
| ||||||
& | Integrated | Integrated | & | & | Inter- | |||||||||||
In millions of dollars | Production | LNG | Power | Chemicals | Services | Corporate | Company | Company | ||||||||
Adjusted net operating income 2024 (a) |
| 10,004 |
| 4,869 |
| 2,173 |
| 2,160 |
| 1,360 |
| (592) |
| — |
| 19,974 |
Balance sheet as of December 31, 2024 |
|
|
|
|
|
|
|
|
| |||||||
Property plant and equipment intangible assets net |
| 83,397 |
| 27,654 |
| 13,034 |
| 11,956 |
| 6,632 |
| 660 |
| — |
| 143,333 |
Investments & loans in equity affiliates |
| 3,910 |
| 15,986 |
| 9,537 |
| 3,984 |
| 988 |
| — |
| — |
| 34,405 |
Other non-current assets |
| 3,732 |
| 1,952 |
| 1,316 |
| 646 |
| 1,116 |
| 111 |
| — |
| 8,873 |
Inventories, net |
| 1,456 |
| 1,475 |
| 547 |
| 12,063 |
| 3,327 |
| — |
| — |
| 18,868 |
Accounts receivable, net |
| 5,845 |
| 8,412 |
| 7,466 |
| 16,362 |
| 7,167 |
| 581 |
| (26,552) |
| 19,281 |
Other current assets |
| 6,663 |
| 10,198 |
| 4,086 |
| 2,208 |
| 2,870 |
| 2,342 |
| (4,680) |
| 23,687 |
Accounts payable |
| (6,632) |
| (8,888) |
| (9,222) |
| (32,204) |
| (8,642) |
| (805) |
| 26,461 |
| (39,932) |
Other creditors and accrued liabilities |
| (10,241) |
| (11,060) |
| (3,363) |
| (4,992) |
| (5,329) |
| (5,747) |
| 4,771 |
| (35,961) |
Working capital |
| (2,909) |
| 137 |
| (486) |
| (6,563) |
| (607) |
| (3,629) |
| — |
| (14,057) |
Provisions and other non-current liabilities |
| (24,271) |
| (4,252) |
| (1,663) |
| (3,343) |
| (1,113) |
| 903 |
| — |
| (33,739) |
Assets and liabilities classified as held for sale - Capital employed |
| 571 |
| — |
| 1 |
| — |
| 70 |
| — |
| — |
| 642 |
Capital Employed (Balance sheet) |
| 64,430 |
| 41,477 |
| 21,739 |
| 6,680 |
| 7,086 |
| (1,955) |
| — |
| 139,457 |
Less inventory valuation effect |
| — |
| — |
| — |
| (1,116) |
| (216) |
| — |
| — |
| (1,332) |
Capital Employed at replacement cost (b) |
| 64,430 |
| 41,477 |
| 21,739 |
| 5,564 |
| 6,870 |
| (1,955) |
| — |
| 138,125 |
Balance sheet as of December 31, 2023 |
|
|
|
|
|
|
|
|
| |||||||
Property plant and equipment intangible assets net |
| 84,876 |
| 24,936 |
| 12,526 |
| 12,287 |
| 6,696 |
| 678 |
| — |
| 141,999 |
Investments & loans in equity affiliates |
| 2,630 |
| 13,905 |
| 9,202 |
| 4,167 |
| 553 |
| — |
| — |
| 30,457 |
Other non-current assets |
| 3,451 |
| 2,720 |
| 1,027 |
| 677 |
| 1,258 |
| 141 |
| — |
| 9,274 |
Inventories, net |
| 1,463 |
| 1,784 |
| 689 |
| 11,582 |
| 3,798 |
| 1 |
| — |
| 19,317 |
Accounts receivable, net |
| 6,849 |
| 10,183 |
| 7,601 |
| 20,010 |
| 9,024 |
| 683 |
| (30,908) |
| 23,442 |
Other current assets |
| 6,218 |
| 9,782 |
| 6,963 |
| 2,383 |
| 3,465 |
| 1,817 |
| (9,807) |
| 20,821 |
Accounts payable |
| (6,904) |
| (11,732) |
| (8,114) |
| (33,864) |
| (10,693) |
| (798) |
| 30,770 |
| (41,335) |
Other creditors and accrued liabilities |
| (9,875) |
| (11,653) |
| (6,985) |
| (6,152) |
| (5,707) |
| (6,300) |
| 9,945 |
| (36,727) |
Working capital |
| (2,249) |
| (1,636) |
| 154 |
| (6,041) |
| (113) |
| (4,597) |
| — |
| (14,482) |
Provisions and other non-current liabilities |
| (25,152) |
| (3,877) |
| (1,790) |
| (3,706) |
| (1,267) |
| 854 |
| — |
| (34,938) |
Assets and liabilities classified as held for sale - Capital employed |
| 314 |
| — |
| 392 |
| 137 |
| 881 |
| — |
| — |
| 1,724 |
Capital Employed (Balance sheet) |
| 63,870 |
| 36,048 |
| 21,511 |
| 7,521 |
| 8,008 |
| (2,924) |
| — |
| 134,034 |
Less inventory valuation effect |
| — |
| — |
| — |
| (1,478) |
| (334) |
| — |
| — |
| (1,812) |
Capital Employed at replacement cost (c) |
| 63,870 |
| 36,048 |
| 21,511 |
| 6,043 |
| 7,674 |
| (2,924) |
| — |
| 132,222 |
|
|
|
|
|
|
|
| |||||||||
ROACE 2024 as a percentage (a / average (b + c)) |
| 15.6% | 12.6% | 10.0% | 37.2% | 18.7% |
|
|
|
| 14.8% |
Form 20-F 2024 TotalEnergies | 20 |
| Exploration |
|
|
| Refining |
| Marketing |
|
|
| ||||||
& | Integrated | Integrated | & | & | Inter- | |||||||||||
In millions of dollars | Production | LNG | Power | Chemicals | Services | Corporate | Company | Company | ||||||||
Adjusted net operating income 2023 (a) |
| 10,942 |
| 6,200 |
| 1,853 |
| 4,654 |
| 1,458 |
| (423) |
| — |
| 24,684 |
Balance sheet as of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property plant and equipment intangible assets net |
| 84,876 |
| 24,936 |
| 12,526 |
| 12,287 |
| 6,696 |
| 678 |
| — |
| 141,999 |
Investments & loans in equity affiliates |
| 2,630 |
| 13,905 |
| 9,202 |
| 4,167 |
| 553 |
| — |
| — |
| 30,457 |
Other non-current assets |
| 3,451 |
| 2,720 |
| 1,027 |
| 677 |
| 1,258 |
| 141 |
| — |
| 9,274 |
Inventories, net |
| 1,463 |
| 1,784 |
| 689 |
| 11,582 |
| 3,798 |
| 1 |
| — |
| 19,317 |
Accounts receivable, net |
| 6,849 |
| 10,183 |
| 7,601 |
| 20,010 |
| 9,024 |
| 683 |
| (30,908) |
| 23,442 |
Other current assets |
| 6,218 |
| 9,782 |
| 6,963 |
| 2,383 |
| 3,465 |
| 1,817 |
| (9,807) |
| 20,821 |
Accounts payable |
| (6,904) |
| (11,732) |
| (8,114) |
| (33,864) |
| (10,693) |
| (798) |
| 30,770 |
| (41,335) |
Other creditors and accrued liabilities |
| (9,875) |
| (11,653) |
| (6,985) |
| (6,152) |
| (5,707) |
| (6,300) |
| 9,945 |
| (36,727) |
Working capital |
| (2,249) |
| (1,636) |
| 154 |
| (6,041) |
| (113) |
| (4,597) |
| — |
| (14,482) |
Provisions and other non-current liabilities |
| (25,152) |
| (3,877) |
| (1,790) |
| (3,706) |
| (1,267) |
| 854 |
| — |
| (34,938) |
Assets and liabilities classified as held for sale - Capital employed |
| 314 |
| — |
| 392 |
| 137 |
| 881 |
| — |
| — |
| 1,724 |
Capital Employed (Balance sheet) |
| 63,870 |
| 36,048 |
| 21,511 |
| 7,521 |
| 8,008 |
| (2,924) |
| — |
| 134,034 |
Less inventory valuation effect |
| — |
| — |
| — |
| (1,478) |
| (334) |
| — |
| — |
| (1,812) |
Capital Employed at replacement cost (b) |
| 63,870 |
| 36,048 |
| 21,511 |
| 6,043 |
| 7,674 |
| (2,924) |
| — |
| 132,222 |
Balance sheet as of December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property plant and equipment intangible assets net |
| 87,833 |
| 24,189 |
| 6,696 |
| 11,525 |
| 8,120 |
| 669 |
| — |
| 139,032 |
Investments & loans in equity affiliates |
| 2,138 |
| 12,065 |
| 8,804 |
| 4,431 |
| 451 |
| — |
| — |
| 27,889 |
Other non-current assets |
| 3,069 |
| 3,342 |
| 327 |
| 570 |
| 1,050 |
| 130 |
| — |
| 8,488 |
Inventories, net |
| 1,260 |
| 2,312 |
| 1,836 |
| 12,888 |
| 4,640 |
| — |
| — |
| 22,936 |
Accounts receivable, net |
| 7,312 |
| 11,110 |
| 12,515 |
| 19,297 |
| 8,482 |
| 1,407 |
| (35,745) |
| 24,378 |
Other current assets |
| 6,347 |
| 21,344 |
| 12,914 |
| 2,410 |
| 3,787 |
| 2,455 |
| (13,187) |
| 36,070 |
Accounts payable |
| (6,298) |
| (11,846) |
| (14,881) |
| (30,673) |
| (12,082) |
| (1,313) |
| 35,747 |
| (41,346) |
Other creditors and accrued liabilities |
| (11,452) |
| (24,796) |
| (10,940) |
| (7,215) |
| (5,115) |
| (5,942) |
| 13,185 |
| (52,275) |
Working capital |
| (2,831) |
| (1,876) |
| 1,444 |
| (3,293) |
| (288) |
| (3,393) |
| — |
| (10,237) |
Provisions and other non-current liabilities |
| (24,633) |
| (4,049) |
| (1,201) |
| (3,760) |
| (1,303) |
| 694 |
| — |
| (34,252) |
Assets and liabilities classified as held for sale - Capital employed |
| 208 |
| — |
| 155 |
| — |
| — |
| — |
| — |
| 363 |
Capital Employed (Balance sheet) |
| 65,784 |
| 33,671 |
| 16,225 |
| 9,473 |
| 8,030 |
| (1,900) |
| — |
| 131,283 |
Less inventory valuation effect |
| — |
| — |
| — |
| (2,035) |
| (437) |
| — |
| — |
| (2,472) |
Capital Employed at replacement cost (c) |
| 65,784 |
| 33,671 |
| 16,225 |
| 7,438 |
| 7,593 |
| (1,900) |
| — |
| 128,811 |
| ||||||||||||||||
ROACE 2023 as a percentage (a / average (b + c)) |
| 16.9% | 17.8% | 9.8% | 69.0% | 19.1% |
|
|
|
| 18.9% |
K. Payout
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Dividend paid (parent company shareholders) (a) |
| 7,717 |
| 7,517 |
| 9,986 |
Repayment of treasury shares |
| 7,995 |
| 9,167 |
| 7,711 |
of which buy-backs (b) |
| 7,329 |
| 9,000 |
| 7,019 |
Cash flow from operations excluding working capital (CFFO) (c) |
| 29,917 |
| 35,946 |
| 45,729 |
Payout ratio = (a+b) / c |
| 50.3% | 46.0% | 37.2% |
Form 20-F 2024 TotalEnergies | 21 |
5.4 Liquidity and capital resources
in millions of dollars |
| 2024 |
| 2023 |
| 2022 |
Cash flow from operating activities |
| 30,854 |
| 40,679 |
| 47,367 |
Including (increase) decrease in working capital |
| 2,364 |
| 6,091 |
| 1,191 |
Cash flow used in investing activities |
| (17,332) |
| (16,454) |
| (15,116) |
Total expenditures |
| (21,750) |
| (24,860) |
| (19,802) |
Total divestments |
| 4,418 |
| 8,406 |
| 4,686 |
Cash flow from/(used in) financing activities |
| (14,425) |
| (29,730) |
| (19,272) |
Net increase (decrease) in cash and cash equivalents |
| (903) |
| (5,505) |
| 12,979 |
Effect of exchange rates |
| (516) |
| (258) |
| (1,295) |
Cash and cash equivalents at the beginning of the period |
| 27,263 |
| 33,026 |
| 21,342 |
Cash and cash equivalents at the end of the period |
| 25,844 |
| 27,263 |
| 33,026 |
TotalEnergies’ cash requirements for working capital, capital expenditures, acquisitions and dividend payments over the past three years were financed primarily by a combination of funds generated from operations, net borrowings and divestments of assets. In the current environment, TotalEnergies expects its external debt to be principally financed from the international debt capital markets. TotalEnergies continually monitors the balance between cash flow from operating activities and net expenditures. In TotalEnergies SE’s opinion, its working capital is sufficient for its present requirements.
5.4.1 Cash flow
Cash flow from operating activities in 2024 was $30,854 million compared to $40,679 million in 2023 and $47,367 million in 2022, a decrease of $9,825 million from 2023 to 2024.
Cash flow used in investing activities in 2024 was $17,332 million compared to $16,454 million in 2023 and $15,116 million in 2022. The increase of $878 million from 2023 to 2024 was mainly due to higher expenditures in the Exploration & Production segment. The increase of $1,338 million from 2022 to 2023 was mainly due to higher expenditures in the Integrated LNG and in the Integrated Power segments. TotalEnergies expenditures in 2024 were $21,750 million compared to $24,860 million in 2023 and $19,802 million in 2022. During 2024, 42% of the expenditures were made by the Exploration & Production segment (as compared to 50% in 2023 and 54% in 2022), 18% by the Integrated LNG segment (as compared to 14% in 2023 and 6% in 2022), 25% by the Integrated Power segment (as compared to 22% in 2023 and 26% in 2022), 9% by the Refining & Chemicals segment (compared to 9% in 2023 and 7% in 2022) and 5% by the Marketing & Services segment (compared to 5% in 2023 and 6% in 2022). The main source of funding for the expenditures was cash from operating activities and issuances of non-current debt in 2024, cash from operating activities in 2023 and cash from operating activities and issuances of non-current debt in 2022.
For additional information on expenditures, please refer to the discussions in “Item 5.- 5.1 Overview”, “Item 5.- 5.2 TotalEnergies results 2022-2024” and “Item 5.- 5.2.2 Business segment reporting” above, and point 1.6 of chapter 1 of the Universal Registration Document 2024 (starting on page 37), incorporated herein by reference and Note 15.1.D to the Consolidated Financial Statements on page F-76.
Divestments, based on selling price and net of cash sold, in 2024 were $4,418 million compared to $8,406 million in 2023 and $4,686 million in 2022. In 2024, TotalEnergies’ principal divestments were assets sales of $3,240 million compared to $7,717 million in 2023 and $1,421 million in 2022, consisting mainly of the sales described in “Item 5.- 5.2.1 TotalEnergies results 2022-2024” above.
Cash flow from/(used in) financing activities in 2024 was $(14,425) million compared to $(29,730) million in 2023 and $(19,272) million in 2022. The decrease of $15,305 million in cash flow used in financing activities in 2024 compared to 2023 was mainly due to a decrease in current borrowings of $(5,142) million in 2024 compared to $(14,289) million in 2023. The increase of $(10,458) million in cash flow used in financing activities in 2023 compared to 2022 was mainly due to a decrease in current borrowings of $(14,289) million in 2023 compared to $(6,073) million in 2022.
5.4.2 Indebtedness
TotalEnergies’ non-current financial debt at year-end 2024 was $43,533 million, compared to $40,478 million at year-end 2023 and $45,264 million at year-end 2022. For further information on the level of borrowing and the type of financial instruments, including maturity profile of debt and currency and interest rate structure, see point 1.9.2 of chapter 1 in the Universal Registration Document 2024 (starting on page 65), incorporated herein by reference and Note 15 (“Financial structure and financial costs”) to the Consolidated Financial Statements starting on page F-72. For further information on the treasury policies, including the use of instruments for hedging purposes and the currencies in which cash and cash equivalents are held, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.
Cash and cash equivalents at year-end 2024 were $25,844 million compared to $27,263 million at year-end 2023 and $33,026 million at year-end 2022.
5.4.3 Shareholders’ equity
Shareholders’ equity at year-end 2024 was $120,255 million, compared to $119,453 million at year-end 2023 and $114,570 million at year-ended 2022.
- | Changes in shareholders’ equity in 2024 were primarily due to the impacts of comprehensive income, dividend payments, the buy-back of TotalEnergies SE shares, the issuance of €2.5 billion notional amount of perpetual subordinated notes issued and the repurchase of €2.9 billion notional amount of perpetual subordinated notes issued. |
- | Changes in shareholders’ equity in 2023 were primarily due to the impacts of comprehensive income, dividend payments, the buy-back of TotalEnergies SE shares, and the repurchase of €1 billion notional amount of perpetual subordinated notes issued in 2016. |
- | Changes in shareholders’ equity in 2022 were primarily due to the impacts of comprehensive income, dividend payments, and the buy-back of TotalEnergies SE shares. |
Form 20-F 2024 TotalEnergies | 22 |
Variation of the number of shares composing the share capital
As of December 31, 2022(a) |
|
| 2,619,131,285 | |
Capital reduction by cancellation of treasury shares(b) | (214,881,605) | |||
2023 Capital increase reserved for employees | 8,002,155 | |||
As of December 31, 2023(c) | 2,412,251,835 | |||
Capital reduction by cancellation of treasury shares(b) | (25,405,361) | |||
2024 Capital increase reserved for employees | 10,833,187 | |||
As of December 31, 2024(d) | 2,397,679,661 |
| (a) | Including 137,187,667 treasury shares deducted from consolidated shareholders’ equity. |
| (b) | These transactions had no impact on the consolidated financial statements of TotalEnergies SE, the number of fully-diluted weighted-average shares or on the earnings per share |
| (c) | Including 60,543,213 treasury shares deducted from consolidated shareholders’ equity. |
| (d) | Including 149,529,818 treasury shares deducted from consolidated shareholders' equity. |
TotalEnergies share buyback
Total number of | Shares repurchased for cancellation | Shares allocated to performance | ||||
Fiscal year |
| shares purchased |
| (Units/$) |
| share plans |
2024 |
| 120,463,232 |
| 110,946,344 /7.33 billion |
| 9,516,888 |
2023 |
| 144,700,577 |
| 142,569,920 / 9.00 billion |
| 2,130,657 |
2022 | 140,207,743 | 128,869,261 / 7.02 billion | 11,338,482 |
5.4.4 Net-debt-to-capital ratio
As of December 31, 2024, TotalEnergies’ net-debt-to-capital ratio excluding leases12 and including initial margins held as part of its activities on organized markets was 8.3% compared to 5.0% and 7.0% at year-ends 2023 and 2022, respectively. The increase from 2023 to 2024 and the decrease from 2022 to 2023 were mostly due to the change in net debt. For additional information, please refer to the Notes to the Consolidated Financial Statements (starting on page F-15).
For information on committed credit facilities and liquidity risk, please refer to Note 15.3 to the Consolidated Financial Statements (starting on page F-82).
5.4.5 Material cash requirements
In 2024, the largest part of TotalEnergies’ capital expenditures of $21,750 million was made up of additions to intangible assets and property, plant and equipment (approximately 63%), with the remainder attributable to equity-method affiliates and to acquisitions of subsidiaries.
- | In the Exploration & Production segment, as described in more detail under point 9.1.6 and 9.1.7 of chapter 9 of the Universal Registration Document 2024 (beginning on page 580), incorporated herein by reference, capital expenditures in 2024 were principally development costs (approximately 91%), exploration expenditures (successful and unsuccessful, approximately 3%) and acquisitions (approximately 6%). |
- | In the Integrated LNG segment, approximately 63% of capital expenditures were related mainly to facilities investments with the balance being related mainly to acquisitions. |
- | In the Integrated Power segment, approximately 55% of capital expenditures were related to acquisitions in renewables with the balance being related mainly to investments. |
- | In the Refining & Chemicals segment, approximately 65% of capital expenditures in 2024 were related to refining and petrochemical activities (essentially 79% for existing units including maintenance and major turnarounds and 21% for business development), the balance being related to Hutchinson and investments in low carbon activities. |
- | In the Marketing & Services segment, approximately 91% of capital expenditures in 2024 were related to investments, mainly in Europe and Africa, with the balance being related to acquisitions. |
For additional information on capital expenditures, refer to the discussion above in “Item 5.- 5.1 Overview”, “Item 5.- 5.2 TotalEnergies results 2022-2024” and “Item 5.- 5.3 Business segment reporting”, above, as well as point 1.5 of chapter 1 (on page 34) of the Universal Registration Document 2024, incorporated herein by reference.
As of December 31, 2024, TotalEnergies’ material contractual obligations include debt obligations net of hedging instruments, purchases obligations, asset retirement obligations and lease obligations. For additional information on TotalEnergies’ contractual obligations, refer to Note 13 to the Consolidated Financial Statements (starting on page F-66). TotalEnergies has other obligations in connection with pension plans that are described in Note 10 (“Payroll, staff and employee benefits obligations”) to the Consolidated Financial Statements (starting on page F-57). These obligations are not contractually fixed as to timing and amount. Other non-current liabilities, detailed in Note 12 (“Provisions and other non-current liabilities”) to the Consolidated Financial Statements (starting on page F-63), are liabilities related to risks that are probable and amounts that can be reasonably estimated. However, no contractual agreements exist related to the settlement of such liabilities, and the timing of the settlement is not known.
12 For additional information, refer to Note 15.1(E) to the Consolidated Financial Statements (starting on page F-76).
Form 20-F 2024 TotalEnergies | 23 |
TotalEnergies estimates the combination of its sources of capital will continue to be adequate to fund its short- and long- term contractual obligations.
Information on TotalEnergies’ guarantees and other commitments and contingencies are presented in Note 13 (“Off balance sheet commitments and contractual obligations”) to the Consolidated Financial Statements (starting on page F-66). TotalEnergies does not currently consider that these guarantees, or any other off-balance sheet arrangements of TotalEnergies or any other members of TotalEnergies, have or are reasonably likely to have, currently or in the future, a material effect on the TotalEnergies’ financial condition, changes in financial condition, revenues or expenses, results of operation, liquidity, capital expenditures or capital resources.
5.5 Research and development
For a discussion of TotalEnergies’ R&D policies and activities, refer to points 1.5.2 and 1.6 of chapter 1 (starting on pages 36 and 37, respectively) of the Universal Registration Document 2024, incorporated herein by reference.
5.6 Situation of the Company in Russia at March 28, 2025
The Company presents in the section below an update on the situation since the invasion of Ukraine by Russia on February 24, 2022 and its impact on its activities carried out by TotalEnergies in connection with Russia.
Principal activities of TotalEnergies in connection with Russia and principles of conduct
On March 1, 2022, TotalEnergies announced that it condemns Russia’s military aggression against Ukraine, supports the scope and strength of the sanctions put in place by Europe that will be implemented by the Company regardless of the consequences on its asset management, and that it will no longer provide capital for new projects in Russia.
On March 22, 2022, considering the worsening conflict, TotalEnergies reaffirmed its firmest condemnation of Russia’s military aggression against Ukraine, which has tragic consequences for the Ukrainian population and threatens peace in Europe. To act responsibly, as a European company and in accordance with its values, the Company defined clear principles of conduct for managing its Russian related business:
| ● | Ensure strict compliance with current and future European sanctions, no matter what the consequences on the management of its assets in Russia, and gradually suspend its activities in Russia, while assuring its workforce’s safety, |
| ● | Provide no further capital of TotalEnergies SE for the development of projects in Russia, |
| ● | Do not reverse the purpose of sanctions against Russia: do not unwarrantedly transfer value to Russian interests by withdrawing from assets, |
| ● | Help ensure the security of the European continent’s energy supply within the framework defined by European authorities, and |
| ● | No longer enter into or renew contracts to purchase Russian oil and petroleum products, in order to halt all its purchases of Russian oil and petroleum products as soon as possible and by the end of 2022 at the latest. TotalEnergies announced that since February 25, 2022, it would not trade Russian oil or oil products on the spot markets, including spot trading of Russian natural gas or LNG. |
TotalEnergies restated that it did not operate any oil or gas field, or Liquefied Natural Gas (LNG) plant, in Russia and that was a minority shareholder, at that time, in a number of non-state-owned Russian companies: Novatek (19.4%)13, Yamal LNG (20%)14, Arctic LNG 2 (10%)15, TernefteGaz (49%)16 and partner with 20% in the Kharyaga joint venture operated by Zarubezhneft17, without any activity or operational responsibility on those sites.
On the same day, concerning the Arctic LNG 2 project in particular, given the uncertainty created by technological and financial sanctions on the ability to carry out the Arctic LNG 2 project currently under construction and their probable tightening with the worsening conflict, TotalEnergies SE decided no longer to record proven reserves for Arctic LNG 2 in its accounts.
On April 27, 2022, considering the new sanctions adopted by the European authorities on April 8, 2022, notably prohibiting export from European Union countries of goods and technology for use in the liquefaction of natural gas benefitting a Russian company, it appeared that these new prohibitions constituted additional risks on the execution of the Arctic LNG 2 project. As a result, TotalEnergies decided to record in its accounts, as of March 31, 2022, an impairment of $4.1 billion, concerning notably Arctic LNG 2.
On July 28, 2022, in the context of its second quarter and first half 2022 results, TotalEnergies announced that had recorded in its accounts a new $3.5 billion impairment charge related mainly to the potential impact of international sanctions on the value of its Novatek stake.
On August 26, 2022, TotalEnergies restated that in the context of the implementation of its principles of conduct, it would continue its duty to contribute toward securing Europe’s gas supply from the Yamal LNG plant within the framework of long-term contracts that it must honor as long as Europe’s governments do not impose sanctions on Russian gas.
TotalEnergies had also announced the gradual suspension of its activities in Russia that do not contribute to the security of energy supply of Europe. This included assets producing oil (Kharyaga field) and gas for the local Russian market (Termokarstovoye field) as well as other local businesses (lubricants, batteries) which were mothballed in the first half of 2022.
In accordance with these principles, TotalEnergies had announced on July 6, 2022 the sale of its remaining 20% interest in the Kharyaga oil project to Zarubezhneft. This sale was finalized on August 3, 2022. The Company also announced that it had agreed on July 18, 2022, to sell to Novatek TotalEnergies’ 49% interest in Terneftegaz, which operates the Termokarstovoye gas and condensates field in Russia, on economic terms enabling TotalEnergies to recover the outstanding amounts invested in the field. This sale was finalized on September 15, 2022.
On October 27, 2022, in the context of its third quarter 2022 results, TotalEnergies announced that had recorded in its accounts a new $3.1 billion impairment charge related mainly to the potential impact of international sanctions on the value of its Novatek stake.
On December 9, 2022, TotalEnergies reiterated that it holds a 19.4% stake in Novatek, that it cannot sell given the shareholders’ agreements in effect, as it is forbidden for TotalEnergies to sell any asset to one of Novatek’s main shareholders who is under sanctions.
The Company highlighted that in view of the European sanctions in force since the beginning of the war, the two directors representing TotalEnergies on the board of directors of Novatek have to abstain from voting in meetings of the board of directors of this company, in particular on financial matters and that they are therefore no longer in a position to fully carry out their duties on the board, which might become an issue for the governance of this company.
13 Novatek is a Russian company listed on the Moscow stock exchange in which TotalEnergies held an interest of 19.4% as of December 31, 2024.
14 Yamal LNG is a Russian company jointly owned by Novatek, TotalEnergies EP Yamal (20.02%), YAYM Limited, and China National Oil and Gas Exploration Development Company (CNODC), a subsidiary of CNPC, as of December 31, 2024.
15 Arctic LNG 2 is a Russian company jointly owned by Novatek, TotalEnergies EP Salmanov (10%), CNODC Dawn Light Limited, CEPR Limited and Japan Arctic LNG, as of December 31, 2024.
16 Terneftegas is a company jointly owned by Novatek, and TotalEnergies EP Termokarstovoye SAS (49%) before the sale of its interest finalized on September 15, 2022.
17 Kharyaga is a non-incorporated joint venture with Zarubezhneft (operator, 40%), Equinor (30%) and Nenets Oil Company (10%). TotalEnergies finalized on August 3, 2022 the sale of its 20% interest in Kharyaga à Zarubezhneft.
Form 20-F 2024 TotalEnergies | 24 |
Under these circumstances, the Board of Directors of TotalEnergies decided to withdraw the representatives of the Company from the board of Novatek with immediate effect. As a result, as the criteria for significant influence within the meaning of the accounting regulations that apply to the Company are not met, TotalEnergies will no longer equity account for its 19.4% stake in Novatek in the Company’s accounts. In addition, TotalEnergies will no longer book reserves for its interest in Novatek.
On February 8, 2023, TotalEnergies announced that it had recorded in its accounts for the fourth quarter results a new $4.1 billion impairment charge related to the deconsolidation of Novatek.
Russian assets were fully impaired in 2022, with the exception of the shares held in the Yamal LNG company. In total, the impact of impairments and provisions recorded in 2022 due to the Russo-Ukrainian conflict amounted to $(14,756) million in TotalEnergies’ net result.
On November 2, 2023, the Arctic LNG 2 company was placed under sanctions by the US authorities. TotalEnergies initiated the contractual suspension procedure provided for in the Arctic LNG 2 shareholders’ agreement and that of force majeure for the LNG purchase contract from Arctic LNG 2. These procedures, upon their notification, resulted in the suspension of TotalEnergies’ rights and obligations under these agreements, thus implying in particular the suspension of the participation of TotalEnergies’ representatives in the governance bodies of Arctic LNG 2. As a result, the 10% interest held by TotalEnergies in Arctic LNG 2 is no longer accounted for using the equity method in the Company’s accounts since December 31, 2023 but is recorded under “other investments”. As mentioned above, as the shares in Arctic LNG 2 were fully impaired in 2022, this deconsolidation had no impact in the 2023 consolidated financial statements.
The Company has also ensured the absence of depreciation to be accounted for on Yamal LNG, by testing the value of its equity accounted investment which amounts to $5,200 million as of December 31, 2024.
With regard to the participation in Novatek, in the absence of any new event, the assessments and judgments taken into account on December 31, 2022 and on December 31, 2023 in the accounting and valuation method remain unchanged at December 31, 2024. As the criteria for significant influence are no longer met within the meaning of IAS 28 "Investments in associates and joint ventures", TotalEnergies' 19.4% interest in Novatek has no longer been accounted for using the equity method in the Company's financial statements since the end of the fourth quarter of 2022.
Depending on the developments of the Russian-Ukrainian conflict and the measures that the European and American authorities may take, the activities of TotalEnergies in Russia, in particular those relating to the Yamal LNG asset, could be affected in the future.
The table below presents TotalEnergies’ producing assets and entities in Russia as of December 31, 2024, the interest held in the asset or entities (TotalEnergies share in %).
Producing assets as of December 31, 2024 in Russia | |
Exploration & Production segment | Integrated LNG segment |
Non operated: None. | Non operated: Yamal LNG (20.02%) |
TotalEnergies no longer equity accounts for its 19.4% stake in Novatek as of December 31, 2022. | |
The tables below present the average daily production of liquids and natural gas of TotalEnergies in Russia, as well as the Upstream Capital Employed per project in Russia as of December 31, 2024.
TotalEnergies' average daily liquids and natural gas production in Russia in 2024 |
| Liquids |
| Natural gas |
| Total |
| kb/d(a) |
| Mcf/d(b) |
| kboe/d | |
Russia | 6 | 622 | 120 | |||
including production share of equity affiliates |
| 6 |
| 622 |
| 120 |
Yamal LNG |
| 6 |
| 622 |
| 120 |
| (a) | Liquids include crude oil, bitumen, condensates, and natural gas liquids (NGL). |
| (b) | Including fuel gas. |
Upstream Capital Employed in Russia as of and for the year ended December 31 (M$) | 2024 |
| 2023 |
| 2022 | |
Novatek |
| — | — | — | ||
Yamal LNG |
| 5,200 | 4,560 | 4,626 | ||
Arctic LNG 2 |
| — | — | — | ||
Provisions | (1,844) | (1,822) | (1,752) | |||
Total Upstream Capital Employed |
| 3,356 | 2,738 | 2,874 |
Activities in Russia in 2024
In the Integrated LNG segment, LNG production in Russia was from the Yamal LNG project. This development project of the onshore South Tambey field (gas and condensates) located on the Yamal peninsula was launched in 2013 by the company Yamal LNG. TotalEnergies holds a direct 20.02% interest in the project through its subsidiary TotalEnergies EP Yamal. The project includes a four-train gas liquefaction plant with a nominal capacity of 17.4 Mt/y of LNG.
In addition, TotalEnergies holds a 10% direct interest in the Arctic LNG 2 project (19.8 Mt/y, under construction) since 2019 through its subsidiary TotalEnergies EP Salmanov.
Since July 2021, TotalEnergies has also held a direct interest of 10% via TotalEnergies EP Transshipment in Arctic Transshipment18, which was established to serve Arctic LNG 2 in order to enable the transfer of LNG cargoes from Arctic LNG carriers (icebreakers) to conventional LNG carriers at transshipment terminals in Murmansk and Kamchatka.
Given the uncertainties that technological and financial sanctions pose on the ability to complete the Arctic LNG 2 project, TotalEnergies has ceased to recognize as proved reserves the resources associated with the Arctic LNG 2 project since December 31. 2021, and has provisioned in its accounts the value of its investments as of March 31, 2022. TotalEnergies no longer recorded reserves from its interest in Novatek.
18 Arctic Transshipment is a Russian company jointly owned by Novatek (90%) and TotalEnergies EP Transshipment (10%) at December 31, 2024.
Form 20-F 2024 TotalEnergies | 25 |
The American Office of Foreign Assets Control (OFAC) designated, on September 14, 2023 and November 2, 2023, respectively, Arctic Transshipment and Arctic LNG 2 as Specially Designated Nationals with immediate effect subject to temporary exceptions under licenses issued by the OFAC. As a consequence of these designations, US persons are prohibited to deal with those two entities. All non-US persons are exposed to the risk of US secondary sanctions if they provide material support to these entities. Since April 18, 2023, TotalEnergies EP Transshipment has not participated in any governance body and has not paid any cash calls to Arctic Transshipment. The Company is party to an LNG purchase contract with Arctic LNG 2, for which the Company had indicated that it could not terminate it early without exposing itself financially to significant consequences in the absence of economic sanctions, and that it would exercise the force majeure clauses provided for in the contract to interrupt it if sanctions were imposed. On November 2, 2023, Arctic LNG 2 was placed under sanctions by the US authorities. As a result, in accordance with what it announced, on November 7, 2023, TotalEnergies initiated the contractual suspension procedure provided for in the Arctic LNG 2 shareholders' agreement and the force majeure procedure for the LNG purchase contract with Arctic LNG 2. Upon notification of these procedures, TotalEnergies' rights and obligations under these contracts were suspended (refer to point 3.2. of Chapter 3 of the Universal Registration Document 2024).
In the Marketing & Services segment, TotalEnergies stopped producing lubricants in Russia at the end of May 2022, in accordance with its principles of conduct published on March 22, 2022, and announced the sale of these activities in March 2023 to a company created by the Russian management team of the subsidiary TotalEnergies Marketing Russia.
For more detailed information on economic sanctions against Russia, see Section 3.2 of Chapter 3 of the Universal Registration Document 2024 (starting on page 141), incorporated herein by reference.
5.7 ADANI: Situation of the Company at March 28, 2025
The Company presents in the section below an update on the situation following the public announcements made by the US authorities of the indictment of certain individual Adani group executives in relation to an alleged corruption scheme linked to the business of Adani Green Energy Limited (AGEL).
TotalEnergies’ main activities in relation with the Adani Group and principle of actions
TotalEnergies’ investments in and with AGEL
In January 2021 TotalEnergies acquired a minority interest in the listed company Adani Green Energy Limited of which it owns 19,75% as of December 31, 2024. As part of its strategy to enhance its development in renewables in India through direct access to a portfolio of assets, TotalEnergies has also acquired a 50% stake in three joint ventures operating renewable assets (AGE23L in 2020, ARE9L in 2023, ARE64L19 in 2024).
In November 2024, TotalEnergies learnt through public announcements made by the US authorities of the indictment of certain individual Adani group executives in relation to an alleged corruption scheme linked to the business of AGEL. This indictment does not target AGEL itself, nor any AGEL related companies.
In accordance with its Code of Conduct, TotalEnergies rejects corruption in any form.
TotalEnergies, which is not targeted nor involved in the facts described by such indictment, will take all relevant actions to protect its interests as minority shareholder of AGEL and as a joint-venture partner in project companies with AGEL.
Until such time when the accusations against the Adani group individuals and their consequences have been clarified, TotalEnergies will not make any new financial contribution as part of its investments in the Adani group of companies.
TotalEnergies recalls that its investments in Adani’s entities were undertaken in full compliance with applicable laws, and with TotalEnergies’ own internal governance processes pursuant to due diligence and representations made by the sellers. In particular, TotalEnergies was not made aware of the existence of an investigation into the alleged corruption scheme.
Exposure resulting from these stakes is limited, as it represents 2.7% ($3.8 billion at December 31, 2024) of the Company’s capital employed and only $122 million of net operating income in 2024. These investments being accounted for under the equity method, TotalEnergies has not performed any re-evaluation in its accounts of its stakes in the listed entities ATGL and AGEL in relation to the variation in their stock values.
The following table lists TotalEnergies’ current stakes in ventures with Adani:
Entity |
| TotalEnergies’ share |
Adani Green Energy Limited (AGEL) |
| 19.75% |
Adani Green Twenty Three Limited |
| 50% |
Adani Renewable Energy Nine Limited |
| 50% |
Adani Renewable Energy Sixty Four Limited |
| 50% |
Adani Total Private Limited (ATPL) |
| 50% |
Adani Total Gas Limited (ATGL)20 |
| 37.4% |
Adani Total LNG Singapore Pte Ltd (ATLS) |
| 50% |
At the end of 2024 in India, the total gross power production installed capacity is 7.3 GW (28% of the Company’s total), the capacity in construction is 3.2 GW (36% of the Company’s total) and the company under development is 2.5 GW (4% of the Company’s total).
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
The following information concerning directors and senior management from the Universal Registration Document 2024 is incorporated herein by reference:
- | composition of the Board of Directors (introduction and point 4.1.1 of chapter 4, starting on page 190); and |
- | information concerning the General Management (point 4.1.5 of chapter 4, starting on page 230). |
The following information concerning compensation from the Universal Registration Document 2024 is incorporated herein by reference:
- | compensation for the administration and management bodies (point 4.3 of chapter 4, starting on page 239). |
The following information concerning Board practices and corporate governance from the Universal Registration Document 2024 is incorporated herein by reference:
- | functioning of the Board of Directors (point 4.1.2 of chapter 4, starting on page 216); |
- | report of the Lead Independent Director on his mandate (point 4.1.3 of chapter 4, starting on page 228); |
19 Adani Green Energy Twenty-Three Limited, Adani Renewable Energy Nine Limited and Adani Renewable Energy Sixty-Four Limited.
20 To be noted that ATGL owns 100% of Adani TotalEnergies E-Mobility Ltd (ATEEL), which has been active in the electric vehicle charging infrastructure market since March 2022 and of Adani TotalEnergies Biomass Limited (ATBL) dedicated to the development of biogas activities in India.
Form 20-F 2024 TotalEnergies | 26 |
- | assessment of the Board of Directors practices (point 4.1.4 of chapter 4, on page 229); and |
- | statement regarding corporate governance (point 4.2 of chapter 4, on page 238). |
The following information concerning employees and share ownership from the Universal Registration Document 2024 is incorporated herein by reference:
- | company employees (point 5.3.1.1 of chapter 5, starting on page 371); |
- | shares held by the administration and management bodies (point 4.1.6 of chapter 4, starting on page 237); and |
- | employee shareholding (point 6.4.2 of chapter 6, on page 433). |
TotalEnergies believes that the relationship between its management and labor unions is, in general, satisfactory.
ITEM 6F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The following information concerning shareholders from the Universal Registration Document 2024 is incorporated herein by reference:
- | major shareholders (point 6.4.1 of chapter 6, starting on page 432); and |
- | shareholding structure (point 6.4.3 of chapter 6, on page 434). |
TotalEnergies’ main transactions with related parties (principally all the investments carried under the equity method) and the balances receivable from and payable to them are shown in point 8.3 of Note 8 (“Equity affiliates, other investments and related parties”) to the Consolidated Financial Statements (on page F-49). In the ordinary course of its business, TotalEnergies enters into transactions with various organizations with which certain of its directors or executive officers may be associated, but no such transactions of a material or unusual nature have been entered into during the period commencing on January 1, 2022, and ending on the date of this document. For further information on regulated agreement and undertakings and related-party transactions, refer to point 4.4.1 of chapter 4 of the Universal Registration Document 2024 (on page 268), incorporated herein by reference.
ITEM 8. FINANCIAL INFORMATION
The following information from the Universal Registration Document 2024 is incorporated herein by reference:
- | legal and arbitration proceedings (point 3.5 of chapter 3, on page 153); |
- | dividend policy and other related information (point 6.2 of chapter 6, starting on page 425); |
- | supplemental oil and gas information (points 9.1 and 9.2 of chapter 9, starting on page 570); |
- | report on payments made to governments (point 9.3 of chapter 9, starting on page 587); and |
- | reporting of payments to governments for purchases of oil, gas and minerals (EITI reporting) (point 9.4 of chapter 9, starting on page 613). |
The Consolidated Financial Statements and Notes thereto are included in pages F-9 et seq. attached hereto.
Except for certain events mentioned in “Item 5. Operating and financial review and prospects ” and point 3.5 of chapter 3 (on page 153) of the Universal Registration Document 2024, incorporated herein by reference and Note 17 to the Consolidated Financial Statements (on page F-91), no significant changes to TotalEnergies’ financial or commercial situation have occurred since the date of the Consolidated Financial Statements.
Refer to “Item 18. Financial statements” for the reports of the statutory auditors.
Form 20-F 2024 TotalEnergies | 27 |
ITEM 9. THE OFFER AND LISTING
9.1 Markets
The main trading markets for the TotalEnergies shares are the following: Euronext Paris (France) and the New York Stock Exchange (“NYSE”, United States) through American Depositary Shares ("ADSs"). The shares are also listed on Euronext Brussels (Belgium) and the London Stock Exchange (“LSE”, United Kingdom) through CREST Depository Interest ("CDIs").
9.2 Offer and listing details
Provided below is certain information on trading on Euronext Paris and the NYSE. For additional information on listing details and share performance, refer to point 6.1 in chapter 6 of the Universal Registration Document 2024 (starting on page 422), incorporated herein by reference.
9.2.1 Trading on Euronext Paris
Official trading of listed securities on Euronext Paris, including the TotalEnergies shares, is transacted through EU investment service providers that are members of Euronext Paris and takes place continuously on each business day in Paris from 9:00 a.m. to 5:30 p.m. (Paris time), with a fixing of the closing price at 5:35 p.m. (Paris time). Euronext Paris may suspend or resume trading in a security listed on Euronext Paris if the quoted price of the security exceeds certain price limits defined by the regulations of Euronext Paris. The Euronext Paris ticker symbol for TotalEnergies SE is TTE.
The markets of Euronext Paris settle and transfer ownership two trading days after a transaction (T+2). Highly liquid shares, including those of TotalEnergies SE, are eligible for deferred settlement (Service de Règlement Différé - SRD). Payment and delivery for shares under the SRD occurs on the last trading day of each month. Use of the SRD service requires payment of a commission.
In France, the TotalEnergies shares are included in the principal index published by Euronext Paris (the “CAC 40 Index”). The CAC 40 Index is derived daily by comparing the total market capitalization of forty stocks traded on Euronext Paris to the total market capitalization of the stocks that made up the CAC 40 Index on December 31, 1987. Adjustments are made to allow for expansion of the sample due to new issues. The CAC 40 Index indicates trends in the French stock market as a whole and is one of the most widely followed stock price indices in France. In the UK, the shares are included in both FTSE Eurotop 100 and FTSEurofirst 100 indices. As a result of the creation of Euronext, the TotalEnergies shares are included in Euronext 100, the index representing Euronext’s blue chip companies based on market capitalization. The TotalEnergies shares are also included in the Stoxx Europe 50 and Euro Stoxx 50, blue chip indices comprised of the fifty most highly capitalized and most actively traded equities throughout Europe and within the European Monetary Union, respectively.
9.2.2 Trading on the New York Stock Exchange
American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”) have been listed on the NYSE since October 25, 1991. JPMORGAN CHASE BANK, N.A. serves as depositary with respect to the ADSs evidenced by ADRs traded on the NYSE. One ADS corresponds to one TotalEnergies share.
The NYSE ticker symbol for TotalEnergies SE is TTE.
ITEM 10. ADDITIONAL INFORMATION
10.1 Share capital
The following information from the Universal Registration Document 2024 is incorporated herein by reference:
- | information concerning the share capital (point 7.1 of chapter 7, starting on page 442); |
- | the use of delegations of authority and power granted to the Board of Directors with respect to capital increases and cancellation of shares (point 4.4.2 of chapter 4, starting on page 269); |
- | information on share buybacks (point 6.3 of chapter 6, starting on page 429); and |
- | factors likely to have an impact in the event of a public takeover or exchange offer (point 4.4.4 of chapter 4, starting on page 271). |
10.2 Memorandum and articles of association
The following information from the Universal Registration Document 2024 is incorporated herein by reference:
- | information concerning the articles of incorporation and bylaws, and other information (point 7.2 of chapter 7, starting on page 443); and |
- | participation of shareholders at shareholders’ meetings (point 4.4.3 of chapter 4, on page 270). |
10.3 Material contracts
There have been no material contracts (not entered into in the ordinary course of business) entered into by members of TotalEnergies since March 31, 2023.
10.4 Exchange controls
Under current French exchange control regulations, no limits exist on the amount of payments that TotalEnergies may remit to residents of the United States. Laws and regulations concerning foreign exchange controls do require, however, that an accredited intermediary must handle all payments or transfer of funds made by a French resident to a non-resident.
Form 20-F 2024 TotalEnergies | 28 |
10.5 Taxation
10.5.1 General
This section generally summarizes the material U.S. federal income tax and French tax consequences of owning and disposing of shares or ADSs of TotalEnergies SE to U.S. Holders that hold their shares or ADSs as capital assets for tax purposes. A U.S. Holder is a beneficial owner of shares or ADSs that is (i) a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a domestic corporation or other domestic entity treated as a corporation for U.S. federal income tax purposes, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.
This section does not address the Medicare tax on net investment income, the application of special accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended (“IRC”), U.S. federal estate or gift taxes or any taxes from jurisdictions other than the United States and France. This section does not apply to members of special classes of holders subject to special rules, including without limitation:
- | broker-dealers; |
- | traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; |
- | tax-exempt organizations; |
- | certain financial institutions; |
- | insurance companies; |
- | U.S. pension funds; |
- | U.S. Regulated Investment Companies (RICs), Real Estate Investment Trusts (REITs), and Real Estate Mortgage Investment Conduits (REMICs); |
- | persons who are liable for the alternative minimum tax; |
- | persons that actually or constructively own 10% or more of the shares of TotalEnergies SE (by vote or value); |
- | persons who acquired the shares or ADSs pursuant to the exercise of any employee share option or otherwise as consideration; |
- | persons that purchase or sell shares or ADSs as part of a wash sale for U.S. federal income tax purposes; |
- | persons holding offsetting positions in respect of the shares or ADSs (including as part of a straddle, hedging, conversion or integrated transaction); |
- | U.S. expatriates; and |
- | persons whose functional currency is not the U.S. dollar. |
If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of a partnership holding these shares or ADSs should consult their tax advisors as to the tax consequences of owning or disposing of shares or ADSs, as applicable.
Under French law, specific rules apply to trusts, in particular specific tax and filing requirements; additionally, specific rules apply to wealth, estate and gift taxes as they apply to trusts. Given the complex nature of these rules and the fact that their application varies depending on the status of the trust, the grantor, the beneficiary and the assets held in the trust, the following summary does not address the tax treatment of shares or ADSs held in a trust. If shares or ADSs are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax advisor regarding the specific tax consequences of acquiring, owning and disposing of shares or ADSs.
In addition, the discussion below is limited to U.S. Holders that (i) are residents of the United States for purposes of the Treaty (as defined below), (ii) do not maintain a permanent establishment or fixed base in France to which the shares or ADSs are attributable and through which the respective U.S. Holders carry on, or have carried on, a business (or, if the holder is an individual, performs or has performed independent personal services), and (iii) are otherwise eligible for the benefits of the Treaty in respect of income and gain from the shares or ADSs (in particular, under the “Limitation on Benefits” provision of the Treaty). In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.
The discussions below of the material U.S. federal income tax consequences to U.S. Holders of owning and disposing of shares or ADSs of TotalEnergies SE are based on the IRC, Treasury regulations promulgated thereunder and judicial and administrative interpretations thereof, as well as on the Convention Between the Government of the United States of America and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital dated August 31, 1994, as amended (the “Treaty”), all as in effect on the date hereof and all of which are subject to change, which change could apply retroactively and could affect the tax consequences described below. The description of the material French tax consequences is based on the laws of the Republic of France and French tax regulations, all as currently in effect, as well as the Treaty, as currently in effect. These laws, regulations and the Treaty are subject to change, possibly on a retroactive basis.
In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, a U.S. Holder of ADRs evidencing ADSs will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to U.S. federal income tax. The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the beneficial ownership of the underlying security. Accordingly, the creditability of any French taxes and the availability of the reduced tax rate for any dividends received by certain non-corporate U.S. Holders (as discussed below), could be affected by actions taken by intermediaries in the chain of ownership between the holders of the ADSs and TotalEnergies if as a result of such actions the U.S. Holders of the ADSs are not properly treated as beneficial owners of underlying shares.
This discussion is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential tax effects of the ownership or disposition of the shares and ADSs and is not intended to substitute competent professional advice. Individual situations of holders of shares and ADSs may vary from the description made below. The following summary does not address the French tax treatment applicable to dividends paid in certain so-called “Non Cooperative Countries and Territories” (“NCCT”) within the meaning of Article 238-0 A of the French Code général des impôts (“French Tax Code”) (i.e., States other than the ones mentioned in Article 238-0 A 2 bis 2° of the same code) as such provision or list may be amended from time to time or replaced by any other provision or list having a similar purpose. It does not apply to dividends paid to persons established or domiciled in such a NCCT, or paid to a bank account opened in a financial institution located in such a NCCT, nor does it apply to capital gains realized by persons established or domiciled in such a NCCT. Furthermore, the following summary does not address the tax treatment applicable to temporary transfers and other similar transactions which could, under certain conditions, fall within the scope of the anti-abuse measure set forth in Article 119 bis A of the French Tax Code.
Form 20-F 2024 TotalEnergies | 29 |
Holders are urged to consult their own tax advisors regarding the U.S. federal, state and local, and the French and other tax consequences of owning and disposing shares or ADSs of TotalEnergies in their respective circumstances. In particular, a holder is encouraged to confirm with its advisor whether the holder is a U.S. Holder eligible for the benefits of the Treaty.
10.5.2 Taxation of dividends
French taxation
The term “dividends” used in the following discussion means dividends within the meaning of the Treaty.
Dividends paid to non-residents of France who are U.S. Holders are in principle subject to a French withholding tax regardless of whether they are paid in cash, in shares or a mix of both. The French withholding tax is levied (i) at a rate of 12.8% for dividends paid to U.S. Holders who are individuals and (ii) at a rate of 25% for dividends paid to U.S. Holders that are legal entities (the “Legal Entities U.S. Holders”) subject to more favorable provisions of the Treaty as described below and certain more favorable French domestic law provisions.
The withholding tax is in principle levied on the gross amount of dividends. However, Article 235 quinquies of the French tax code allows, under certain conditions, for non-residents legal entities to compute the withholding tax on a net basis and to recover the excess of the tax initially withheld on a gross amount.
Under the Treaty, a U.S. Holder is generally entitled to a reduced rate of French withholding tax of 15% with respect to dividends, provided that certain requirements are satisfied. This reduced rate is, in practice, only of interest to Legal Entities U.S. Holders subject to the withholding tax at a rate of 25%.
Administrative guidelines (Bulletin Officiel des Finances Publiques, BOI-INT-DG-20-20-20-20-12/09/2012) (the “Administrative Guidelines”) set forth the conditions under which the reduced French withholding tax at the rate of 15% may be available. The immediate application of the reduced 15% rate is available to those U.S. Holders that may benefit from the so-called “simplified procedure” (within the meaning of the Administrative Guidelines).
Under the “simplified procedure”, U.S. Holders may claim the immediate application of withholding tax at the rate of 15% on the dividends to be received by them, provided that:
(i) | they furnish to the U.S. financial institution managing their securities account a certificate of residence conforming with form No. 5000 FR. The immediate application of the 15% withholding tax will be available only if the certificate of residence is sent to the U.S. financial institution managing their securities account no later than the dividend payment date. Furthermore, each financial institution managing the U.S. Holders’ securities account must also send to the French paying agent the figure of the total amount of dividends to be received which are eligible to the reduced withholding tax rate before the dividend payment date; and |
(ii) | the U.S. financial institution managing the U.S. Holders’ securities account provides the French paying agent with a list of the eligible U.S. Holders and other pieces of information set forth in the Administrative Guidelines. Furthermore, the financial institution managing the U.S. Holders’ securities account should certify that the U.S. Holder is, to the best of its knowledge, a United States resident within the meaning of the Treaty. These documents must be sent to the French paying agent after the dividend payment date and within a time frame that will allow the French paying agent to file them no later than the end of the third month computed as from the end of the month of the dividend payment date. |
Where the U.S. Holder’s identity and tax residence are known by the French paying agent, the latter may release such U.S. Holder from furnishing to (i) the financial institution managing its securities account, or (ii) as the case may be, the U.S. Internal Revenue Service (“IRS”), the abovementioned certificate of residence, and apply the 15% withholding tax rate to dividends it pays to such U.S. Holder.
For a U.S. Holder that is not entitled to the “simplified procedure” and whose identity and tax residence are not known by the paying agent at the time of the payment, the French withholding tax at the domestic rate will be levied at the time the dividends are paid. Such U.S. Holder, however, may be entitled to a refund of the withholding tax in excess of the 15% rate under the “standard procedure”, as opposed to the “simplified procedure”, provided that the U.S. Holder furnishes to the French paying agent an application for refund on forms No. 5000 FR and 5001 FR (or any other relevant form to be issued by the French tax authorities) certified by the U.S. financial institution managing the U.S. Holder’s securities account (or, if not, by the competent U.S. tax authorities) before December 31 of the second year following the date of payment of the withholding tax at the domestic rate to the French tax authorities, according to the requirements provided by the Administrative Guidelines.
Copies of forms No. 5000 FR and 5001 FR (or any other relevant form to be issued by the French tax authorities) as well as the form of the certificate of residence and the U.S. financial institution certification, together with instructions, are available from the IRS and the French tax authorities.
These forms, together with instructions, are to be provided by the Depositary to all U.S. Holders of ADRs registered with the Depositary. The Depositary is to use reasonable efforts to follow the procedures established by the French tax authorities for U.S. Holders to benefit from the immediate application of the 15% French withholding tax rate or, as the case may be, to recover the portion in excess over 15% of the French withholding tax initially withheld.
To effect such benefit or recovery, the Depositary shall advise such U.S. Holder to return the relevant forms to it, properly completed and executed. Upon receipt of the relevant forms properly completed and executed by such U.S. Holder, the Depositary shall cause them to be filed with the appropriate French tax authorities, and upon receipt of any resulting remittance, the Depositary shall distribute to the U.S. Holder entitled thereto, as soon as practicable, the proceeds thereof in U.S. dollars.
The identity and address of the French paying agent are available from TotalEnergies.
In addition, subject to certain specific filing obligations, there is no withholding tax on dividend payments made by French companies to:
(i) | non-French collective investment funds formed under foreign law and established in a Member State of the European Union or in another State or territory, such as the United States, that has entered with France into an administrative assistance agreement for the purpose of combating fraud and tax evasion, and which fulfill the two following conditions: (a) the fund raises capital among a number of investors for the purpose of investing in accordance with a defined investment policy, in the interest of its investors, and (b) the fund has characteristics similar to those of collective investment funds organized under French law fulfilling the conditions set forth in Article 119 bis 2, 2 of the French Tax Code and the Administrative Guidelines Bulletin Officiel des Finances Publiques, BOI-RPPM-RCM-30-30-20-70-06/10/2021 (i.e., among others, open-end mutual fund (OPCVM), open-end real estate fund (OPCI) and closed-end investment companies (SICAF)); and |
(ii) | companies whose effective place of management is, or which have a permanent establishment receiving the dividends, in a Member State of the European Union or in another State or territory that has entered with France into an administrative assistance agreement for the purpose of combating fraud and tax evasion, such as the United States, that are in a loss-making position and subject, at the time of the distribution, to insolvency proceedings similar to the one set out in Article L. 640-1 of the French Commercial Code (or where there is no such procedure available, in a situation of cessation of payments with recovery being manifestly impossible) and that meet the other conditions set out in Article 119 quinquies of the French Tax Code as specified by the Administrative Guidelines Bulletin Officiel des Finances Publiques, BOI-RPPM-RCM-30-30-20-80-29/06/2022. |
Form 20-F 2024 TotalEnergies | 30 |
Collective investment funds and companies mentioned above are urged to consult their own tax advisors to confirm whether they are eligible to such provisions and under which conditions.
Finally, companies having their seat in a Member State of the European Union or in another Member State of the European Economic Area Agreement or any third country that has concluded with France a tax treaty including an administrative assistance provision to tackle tax evasion and avoidance and which is not a NCCT, such as the United States, and being in a tax loss position might, provided that the conditions set forth in Article 235 quater of the French Tax Code are met, benefit from a temporary reimbursement of the withholding tax applicable on dividend payments, the corresponding amount having to be refunded to the French treasury, in particular, at the time they become in a profitable tax position.
U.S. taxation
For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, the gross amount of any dividend that a U.S. Holder must include in gross income equals the amount paid by TotalEnergies (i.e., the net distribution received plus any tax withheld therefrom) from its current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Dividends will not be eligible for the dividends-received deduction allowed to a U.S. corporation under IRC section 243. Distributions, if any, in excess of such current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will constitute a non-taxable return of capital to a U.S. Holder and will be applied against and reduce such U.S. Holder’s tax basis in such shares or ADSs, but not below zero. To the extent that such distributions are in excess of such basis, the distributions will constitute capital gain. Because TotalEnergies does not currently maintain calculations of earnings and profits for U.S. federal income tax purposes, a U.S. Holder of shares or ADSs of TotalEnergies should expect to treat the entire amount of distributions paid with respect to the shares or ADSs as dividends.
Dividends paid to a non-corporate U.S. Holder that constitute “qualified dividend income” will be taxable to the holder at the preferential rates applicable to long-term capital gains provided (1) TotalEnergies is neither a passive foreign investment company nor treated as such with respect to the U.S. Holder for the taxable year in which the dividend was paid and the preceding taxable year and (2) certain holding period requirements are met. TotalEnergies believes that dividends paid by TotalEnergies with respect to its shares or ADSs will be qualified dividend income. The dividend is taxable to the U.S. Holder when the holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively.
The amount of any dividend distribution includible in the income of a U.S. Holder equals the U.S. dollar value of the euro payment made, determined at the spot euro/dollar exchange rate on the date the dividend distribution is includible in the U.S. Holder’s income, regardless of whether the payment is in fact converted into U.S. dollars. Any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in the U.S. Holder’s income to the date the payment is converted into U.S. dollars will generally be treated as ordinary income or loss and, for foreign tax credit limitation purposes, from sources within the United States and will not be eligible for the special tax rate applicable to qualified dividend income. The U.S. federal income tax rules governing the availability and computation of foreign tax credits are complex. U.S. Holders should consult their own tax advisors concerning the implications of these rules in light of their particular circumstances.
Subject to certain conditions and limitations, U.S. Holders may elect to claim a credit against their U.S. federal income tax liability for the net amount of French taxes withheld in accordance with the Treaty and paid over to the French tax authorities. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. In addition, special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a refund of the tax withheld is available to a U.S. Holder under French law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against such holder’s U.S. federal income tax liability. For this purpose, dividends distributed by TotalEnergies will generally constitute “passive income” for purposes of computing the foreign tax credit allowable to the U.S. Holder.
If a U.S. Holder has the option to receive a distribution in shares (or ADSs) instead of cash, the distribution of shares (or ADSs) will be taxable as if the holder had received an amount equal to the fair market value of the distributed shares (or ADSs), and such holder’s tax basis in the distributed shares (or ADSs) will be equal to such amount.
10.5.3 Taxation of disposition of shares
A U.S. Holder will not be subject to French tax on any capital gain from the sale or exchange of the shares or ADSs or redemption of the underlying shares that the ADSs represent.
Pursuant to Article 235 ter ZD of the French tax code, a financial transaction tax applies, under certain conditions, to the acquisition of shares of publicly traded companies registered in France having a market capitalization over €1 billion on December 1 of the year preceding the acquisition. A list of the companies within the scope of the financial transaction tax for 2025 is published in the Administrative guidelines Bulletin Officiel des Finances Publiques, BOI-ANNX-000467-23/12/2024. TotalEnergies is included in this list, although it cannot be excluded that this list might be amended in the future. The tax also applies to the acquisition of ADRs evidencing ADSs. The financial transaction tax is due at a rate of 0.4%19 on the price paid to acquire the shares. The person or entity liable for the tax is generally the provider of investment services defined in Article L. 321-1 of the French Monetary and Financial Code (prestataire de services d’investissement). Investment service providers providing equivalent services outside France are subject to the tax under the same terms and conditions. Taxable transactions are broadly construed but several exceptions may apply. In general, non-income taxes, such as this financial transaction tax, paid by a U.S. Holder are not eligible for a foreign tax credit for U.S. federal income tax purposes. U.S. Holders should consult their own tax advisors as to the tax consequences and creditability of such financial transaction tax.
For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of shares or ADSs equal to the difference between the U.S. dollar value of the amount realized on the sale or other disposition and the holder’s tax basis, determined in U.S. dollars, in the shares or ADSs. The gain or loss will generally be U.S. source gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period of the shares or ADSs is more than one year at the time of the disposition. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to limitation.
19 Former 0.3% rate applicable in 2024 increased by the Finance Law for 2025. The new 0.4% rate applies to acquisitions as of April 1, 2025.
Form 20-F 2024 TotalEnergies | 31 |
10.5.4 Passive foreign investment company status
TotalEnergies believes that the shares and ADSs are not treated as stock of a passive foreign investment company (PFIC) for U.S. federal income tax purposes, and TotalEnergies does not expect that it will be treated as a PFIC in the current or future taxable years. This conclusion is a factual determination that is made annually and thus is subject to uncertainty and change. In general, a non-U.S. corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. If TotalEnergies were treated as a PFIC with respect to a U.S. Holder for any taxable year, the U.S. Holder generally would suffer adverse tax consequences, that may include having gains realized on the disposition of the shares or ADSs treated as ordinary income rather than capital gain and being subject to punitive interest charges on the receipt of certain distributions and on the proceeds of the sale or other disposition of the shares or ADSs. U.S. Holders would also be subject to information reporting requirements on an annual basis. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to shares or ADSs.
10.5.5 French estate and gift taxes
In general, a transfer of shares or ADSs by gift or by reason of the death of a U.S. Holder that would otherwise be subject to French gift or inheritance tax, respectively, will not be subject to such French tax by reason of Article 8 of the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and Gifts, dated November 24, 1978, as amended, unless the donor or the transferor is domiciled in France at the time of the gift, or at the time of the transferor’s death, or if the shares or ADSs were used in, or held for use in, the conduct of a business through a permanent establishment or a fixed base in France.
10.5.6 U.S. state and local taxes
In addition to U.S. federal income tax, U.S. Holders of shares or ADSs may be subject to U.S. state and local taxes with respect to their shares or ADSs. U.S. Holders should consult their own tax advisors.
10.6 Dividends and paying agents
The information set forth in points 6.2.2 and 6.2.3 of chapter 6 of the Universal Registration Document 2024 (starting on page 426) is incorporated herein by reference.
10.7 Documents on display
TotalEnergies files annual, periodic and other reports and information with the SEC. All of its SEC filings made after December 31, 2001 are available to the public at the SEC website at www.sec.gov and from certain commercial document retrieval services.
ITEM 10J. ANNUAL REPORT TO SECURITY HOLDERS
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Please refer to Notes 15.3 (“Financial risks management”) (starting on page F-82) and 16.2 (“Oil, Gas and Power markets related risks management”) (on page F-90) to the Consolidated Financial Statements, for a qualitative and quantitative discussion of TotalEnergies’ exposure to market risks. Please also refer to Notes 15.2 (“Fair value of financial instruments (excluding commodity contracts)”) (starting on page F-77) and 16 (“Financial instruments related to commodity contracts”) (starting on page F-88) to the Consolidated Financial Statements, for details of the different derivatives owned by TotalEnergies in these markets.
As part of its financing and cash management activities, TotalEnergies uses derivative instruments to manage its exposure to changes in interest rates and foreign exchange rates. These instruments are mainly interest rate and currency swaps. TotalEnergies may also occasionally use futures contracts and options. These operations and their accounting treatment are detailed in Notes 14, 15.1 and 15.2 to the Consolidated Financial Statements.
The financial performance of TotalEnergies is sensitive to a number of factors; the most significant being oil and gas prices, generally expressed in dollars, and exchange rates, in particular that of the dollar versus the euro. Generally, a rise in the price of crude oil has a positive effect on earnings as a result of an increase in revenues from oil and gas production. Conversely, a decline in crude oil prices reduces revenues. The impact of changes in crude oil prices on the activities of the Refining & Chemicals and Marketing & Services segments depends upon the speed at which the prices of finished products adjust to reflect these changes. All of TotalEnergies’ activities are, to various degrees, sensitive to fluctuations in the dollar/euro exchange rate.
Form 20-F 2024 TotalEnergies | 32 |
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.1 ADRs fees and charges
JPMORGAN CHASE BANK, N.A., as depositary for the TotalEnergies ADR program, collects its fees for delivery and surrender of ADRs directly from investors depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. A copy of the depositary agreement is attached as Exhibit (a) to the registration statement on Form F 6 (Reg. No. 333-199737) filed with the SEC on October 31, 2014 as amended on July 30, 2021.
Investors must pay: | For: |
|---|---|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | - Issuance of ADRs, including issuances resulting from a distribution of shares or rights or other property, stocks splits or mergers - Cancellation of ADRs for the purpose of withdrawal, including if the deposit agreement terminates |
A fee equivalent to the fee that would be payable if securities distributed to the investor had been shares and the shares had been deposited for issuance of ADSs | - Distribution, by the depositary, of deposited securities to ADS registered holders |
Registration or transfer fees | - Transfer and registration of shares on TotalEnergies’ share register to or from the name of the depositary or its agent when the investor deposits or withdraws shares |
Expenses of the depositary | - Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) - Converting foreign currency to U.S. dollars |
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | - As necessary |
Any charges incurred by the depositary or its agents for servicing the deposited securities | - As necessary |
Fees paid to TotalEnergies SE by the depositary
In consideration for acting as depositary for the TotalEnergies ADR program, JPMORGAN CHASE BANK, N.A. has agreed to share, on an annual basis, with TotalEnergies SE portions of certain fees collected, less ADS program expenses paid by the depositary. For example, these expenses include the depositary’s annual program fees, transfer agency fees, custody fees, legal expenses, postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. federal tax information, mailing required tax forms, stationery, postage, facsimile and telephone calls and the standard out-of-pocket maintenance costs for the ADSs.
In the year ended December 31, 2024, the ADR depositary paid aggregate fees to TotalEnergies SE in an amount of $11.1 million.
For additional information on TotalEnergies SE shares and the ADRs, please refer to Exhibit 2.2 “Description of securities registered under Section 12 of the Exchange Act”.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
15.1 Disclosure controls and procedures
An evaluation was carried out under the supervision and with the participation of TotalEnergies’ management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness, as of the end of the period covered by this Annual Report, of the design and operation of TotalEnergies’ disclosure controls and procedures, which are defined as those controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, summarized and reported within specified time periods. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.
Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that TotalEnergies SE files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to management, including themselves, as appropriate to allow timely decisions regarding required disclosure.
15.2 Management’s annual report on internal control over financial reporting
TotalEnergies’ management is responsible for establishing and maintaining adequate internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, the effectiveness of an internal control system may change over time.
Form 20-F 2024 TotalEnergies | 33 |
TotalEnergies’ management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the results of this evaluation, TotalEnergies’ management concluded that its internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of internal control over financial reporting as of December 31, 2024, was audited by ERNST & YOUNG Audit and PricewaterhouseCoopers Audit, independent registered public accounting firms, as stated in their report included starting on page F-2 attached hereto.
15.3 Changes in internal control over financial reporting
There were no changes in TotalEnergies’ internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or that were reasonably likely to materially affect, TotalEnergies’ internal control over financial reporting.
15.4 Internal control and risk management procedures
For additional information, refer to points 3.3 and 3.6 of chapter 3 of the Universal Registration Document 2024 (starting on pages 145 and 154, respectively), incorporated herein by reference.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Mrs. Lise Croteau is the Audit Committee financial expert. She is an independent member of the Board of Directors in accordance with the NYSE listing standards applicable to TotalEnergies.
ITEM 16B. CODE OF ETHICS
At its meeting on October 27, 2016, the Board of Directors adopted a revised code of ethics that applies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and the financial and accounting officers for its principal activities. A copy of this code of ethics is included as an exhibit to this Annual Report. TotalEnergies will promptly disclose to its shareholders, if required by applicable laws or stock exchange requirements, any amendments to or waivers from the code of ethics applicable to its directors or officers by posting such information on TotalEnergies’ website. The Company has elected to comply with home country practice and disclose any waivers to its code of ethics in its Annual Report on Form 20-F instead of disclosing such waivers to shareholders within four business days pursuant to the NYSE rules. No waivers were given during 2024.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
16C.1 Fees for accountants’ services
The information set forth in point 4.4.6.2 of chapter 4 of the Universal Registration Document 2024 (on page 272) is incorporated herein by reference.
16C.2 Audit Committee pre-approval policy
The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that sets forth the procedures and the conditions pursuant to which services proposed to be performed by the statutory auditors may be pre-approved and that are not prohibited by regulatory or other professional requirements. This policy provides for both pre-approval of certain types of services through the use of an annual budget approved by the Audit Committee for these types of services and special pre-approval of services by the Audit Committee on a case-by-case basis. The Audit Committee reviews on an annual basis the services provided by the statutory auditors. During 2024, no audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirement provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
16C.3 Auditor’s term of office
French law provides that the statutory and alternate auditors are appointed for renewable 6 fiscal-year terms. The terms of office of the statutory auditors and of the alternate auditors will expire at the end of the Shareholders’ Meeting to be convened in 2028 to approve the financial statements for fiscal year 2027. The information set forth in point 4.4.6.1 of chapter 4 of the Universal Registration Document 2024 (on page 272) is incorporated herein by reference.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
TotalEnergies’ Audit Committee consists of five directors, including four directors who meet the independence requirements under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and one who is exempt under such requirements pursuant to the Rule 10A-3(b)(1)(iv)(C) exemption for non-executive officer employees. The Audit Committee member exempt from the independence requirements under this rule is Mr. Romain Garcia-Ivaldi, appointed as the director representing employees pursuant to Article L.225-27-1 of the French Commercial Code (see “Item 6 — Directors, Senior Management and Employees”). TotalEnergies’ reliance on such exemption does not materially adversely affect the ability of the Audit Committee to act independently.
Form 20-F 2024 TotalEnergies | 34 |
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
|
| Total Number of Shares (or |
| Maximum Number of | |||
| Units) Purchased, as part |
| Shares (or Units) that may | |||||
Total Number of Shares | Average Price Paid per |
| of Publicly Announced |
| yet be purchased under the | |||
Period (in 2024) | (or Units) Purchased | Share (or Units) ($)(i) |
| Plans or Programs(ii) | Plans or Programs(iii) | |||
January |
| 10,958,264 |
| 65.68 |
| 10,958,264 |
| 169,723,706 |
February |
| 10,854,881 |
| 64.45 |
| 10,854,881 |
| 181,733,950 |
March |
| 8,768,085 |
| 66.23 |
| 8,768,085 |
| 172,968,522 |
April |
| 7,581,346 |
| 72.55 |
| 7,581,346 |
| 165,387,176 |
May |
| 10,113,030 |
| 72.56 |
| 10,113,030 |
| 161,330,170 |
June |
| 10,443,422 |
| 68.58 |
| 10,443,422 |
| 150,893,258 |
July |
| 8,319,203 |
| 68.66 |
| 8,319,203 |
| 142,575,877 |
August |
| 11,265,119 |
| 67.79 |
| 11,265,119 |
| 131,310,758 |
September |
| 9,763,319 |
| 68.06 |
| 9,763,319 |
| 121,547,619 |
October |
| 7,594,621 |
| 66.36 |
| 7,594,621 |
| 113,953,143 |
November |
| 14,910,696 |
| 60.84 |
| 14,910,696 |
| 99,042,447 |
December | 9,891,246 | 56.56 | 9,891,246 | 89,154,829 | ||||
Full Year |
| 120,463,232 |
| 66.16 |
| 120,463,232 |
| - |
(i) Based on the daily European Central Bank exchange rate of each transaction.
(ii) The Annual Shareholders’ Meeting of May 24, 2024, cancelled and superseded the previous resolution (for any unused portion) from the Annual Shareholders’ Meeting of May 26, 2023, authorizing the Board of Directors to trade in the Company’s own shares on the market for a period of 18 months within the framework of the stock purchase program. The maximum number of shares that may be purchased by virtue of this authorization or under the previous authorization may not exceed 10% of the total number of shares constituting the share capital, this amount being periodically adjusted to take into account operations modifying the share capital after each shareholders’ meeting. Under no circumstances may the total number of shares held by the Corporation, either directly or indirectly through its subsidiaries, exceed 10% of the share capital. This authorization will be renewed subject to the approval of the Annual Shareholders’ Meeting of May 23, 2025.
(iii) Based on 10% of the Corporation share capital, and after deducting the shares held by the Corporation for cancellation and the shares held by the Corporation to cover the share subscription or purchase option plans and the performance share plans for Company employees.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
There has been no change in independent accountants of the Company during the two most recent fiscal years or any subsequent interim period except as previously reported in our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 24, 2023. In addition, there have been no disagreements of the type required to be disclosed by Item 16F(b).
ITEM 16G. CORPORATE GOVERNANCE
This section presents a summary of significant differences between French corporate governance practices and the NYSE corporate governance standards, as required by section 303A.11 of the NYSE Listed Company Manual.
16G.1 Overview
The following paragraphs provide a brief, general summary of significant ways in which the corporate governance practices of TotalEnergies differ from those required by the listing standards of the NYSE for U.S. companies that have common stock listed on the NYSE. While TotalEnergies’ management believes that the Company’s corporate governance practices are similar in many respects to those of U.S. domestic NYSE listed companies and provide investors with protections that are comparable in many respects to those established by the NYSE Listed Company Manual, certain significant differences are described below.
The principal sources of corporate governance standards in France are the French Commercial Code (Code de commerce), the French Financial and Monetary Code (Code monétaire et financier) and the regulations and recommendations provided by the French Financial Markets Authority (Autorité des marchés financiers, AMF), as well as a number of general recommendations and guidelines on corporate governance, most notably the Corporate Governance Code of Listed Corporations (the “AFEP-MEDEF Code”) published by the two main French business confederations, the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France (MEDEF), the latest version of which was published in December 2022.
The AFEP-MEDEF Code includes, among other things, recommendations relating to the role and operation of the board of directors (creation, composition and evaluation of the board of directors and the audit, compensation and nominations committees) and the independence criteria for board members. Articles L. 820-1 et seq. of the French Commercial Code authorize statutory auditors to provide certain non-audit services if in compliance with provisions of the French Commercial Code, the European legislation and the Code of ethics of the auditors. It also defines certain criteria for the independence of statutory auditors. In France, the independence of statutory auditors is also monitored by an independent body, the Audit Authority (Haute Autorité de l'Audit).
For an overview of certain of TotalEnergies’ corporate governance policies, refer to points 4.1 and 4.2 of chapter 4 of the Universal Registration Document 2024 (starting on page 190), incorporated herein by reference.
16G.2 Composition of Board of Directors; Independence
The NYSE listing standards provide that the board of directors of a U.S.-listed company must include a majority of independent directors and that the audit committee, the nominating/corporate governance committee and the compensation committee must be composed entirely of independent directors. A director qualifies as independent only if the board affirmatively determines that the director has no material relationship with the company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. Furthermore, as discussed below, the listing standards require additional procedures in regards to the independence of directors who sit on the audit committee and the compensation committee. In addition, the listing standards enumerate a number of relationships that preclude independence.
Form 20-F 2024 TotalEnergies | 35 |
French law does not contain any independence requirement for the members of the board of directors of a French company, except for the audit committee, as described below. The AFEP-MEDEF Code recommends, however, that (i) the independent directors should account for half of the members of the board of directors of widely-held corporations without controlling shareholders, and (ii) independent directors should account for at least one-third of board members in controlled companies. Members of the board representing employees and employee shareholders are not taken into account in calculating these percentages. The AFEP-MEDEF Code states that a director is independent when “he or she has no relationship of any kind whatsoever with the corporation, its group or the management that may interfere with his or her freedom of judgment. Accordingly, an independent director is understood to be any non-executive director of the corporation or the group who has no particular bonds of interest (significant shareholder, employee, other) with them”. The AFEP-MEDEF Code also enumerates specific criteria for determining independence, which are on the whole consistent with the goals of the NYSE listing standards, although the specific tests under the two standards may vary on some points.
As noted in the AFEP-MEDEF Code, “qualification as an independent director should be discussed by the appointments committee […] and decided on by the board on the occasion of the appointment of a director, and annually for all directors”.
For an overview of TotalEnergies SE’s Board of Directors’ assessment of the independence of its members, including a description of the Board of Directors’ independence criteria, refer to point 4.1.1.4 of chapter 4 of the Universal Registration Document 2024 (starting on page 209), incorporated herein by reference.
16G.3 Representation of women on corporate boards
The French Commercial Code provides for legally binding quotas to balance gender representation on boards of directors of French listed companies, requiring that each gender represents at least 40%. Directors representing the employees and directors representing the employee shareholders are not taken into account in calculating this percentage. When the board of directors consists of a maximum of eight members, the difference between the number of directors of each gender should not be higher than two. Any appointment of a director made in violation of these rules will be declared null and void and payment of the directors’ compensation will be suspended until the board composition is compliant with the required quota (the suspension of the directors’ compensation will also be disclosed in the management report). However, if a director whose appointment is null and void takes part in decisions of the board of directors, such decisions are not declared automatically null and void by virtue thereof. As of March 19, 2025, TotalEnergies SE’s Board of Directors consisted of eight male members and six female members. Excluding the directors representing employees and the director representing employee shareholders in accordance with French law, the proportion of women on the Board of Directors was 45.5%.
16G.4 Board committees
16G.4.1 Overview
The NYSE listing standards require that a U.S.-listed company have an audit committee, a nominating/corporate governance committee and a compensation committee. Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Furthermore, the listing standards require that, in addition to the independence criteria referenced above under “Composition of Board of Directors; Independence”, certain enumerated factors be taken into consideration when making a determination on the independence of directors on the compensation committee or when engaging advisors to the compensation committee.
With the exception of an audit committee, as described below, French law currently requires neither the establishment of board committees nor the adoption of written charters.
The AFEP-MEDEF Code recommends, however, that the board of directors sets up, in addition to the audit committee required by French law, a nominations committee, a compensation committee and a corporate social responsibility (CSR) committee. The AFEP-MEDEF Code also recommends that at least two-thirds of the audit committee members and a majority of the members of each of the compensation committee and the nominations committee be independent directors. It is recommended that the chairman of the compensation committee be independent and that one of its members be an employee director. None of those three committees should include any Executive Officer20.
TotalEnergies SE has established an Audit Committee, a Governance and Ethics Committee, a Compensation Committee and a Strategy & CSR Committee. As of March 19, 2025, the composition of these Committees was as follows:
- | the Audit Committee had five members, 75% of whom have been deemed independent by the Board of Directors (according to point 10.3 of the AFEP-MEDEF Code, directors representing the employee shareholders and directors representing employees are not taken into account when determining the independence rate); |
- | the Governance and Ethics Committee had five members, 80% of whom have been deemed independent by the Board of Directors; |
- | the Compensation Committee had four members, 100% of whom have been deemed independent by the Board of Directors (according to point 10.3 of the AFEP-MEDEF Code, directors representing the employee shareholders and directors representing employees are not taken into account when determining the independence rate); and |
- | the Strategy & CSR Committee had six members, 60% of the members of this Committee have been deemed independent by the Board of Directors (according to point 10.3 of the AFEP-MEDEF Code, directors representing the employee shareholders and directors representing employees are not taken into account when determining the independence rate). |
For a description of the independence assessment of each member of the Board of Directors, see point 4.1.1.4 of chapter 4 of the Universal Registration Document 2024 (starting on page 209), incorporated herein by reference. For a description of the scope of each Committee’s activity, see point 4.1.2.3 of chapter 4 of the Universal Registration Document 2024 (starting on page 223), incorporated herein by reference.
The NYSE listing standards also require that the audit, nominating/corporate governance and compensation committees of a U.S.-listed company be vested with decision-making powers on certain matters. Under French law, however, those committees are advisory in nature and have no decision-making authority. Board committees are responsible for examining matters within the scope of their charter and making recommendations thereon to the board of directors. Under French law, the board of directors has the final decision-making authority.
16G.4.2 Audit Committee
The NYSE listing standards contain detailed requirements for the audit committees of U.S.-listed companies. Some, but not all, of these requirements also apply to non U.S.-listed companies, such as TotalEnergies SE. French law and the AFEP-MEDEF Code share the NYSE listing standards’ goal of establishing a system for overseeing the company’s accounting process that is independent from management and that ensures auditor independence. As a result, they address similar topics, with some overlap.
Article L. 823-19 of the French Commercial Code requires the board of directors of companies listed in France to establish an audit committee, at least one member of which must be an independent director and must be competent in finance, accounting or statutory audit procedures.
20 As defined by the AFEP-MEDEF Code, Executive Officers “include the Chairman and Chief Executive Officer, the Deputy chief executive officer(s) of public limited companies with a Board of Directors, the Chairman and members of the Management Board in public limited companies having a Management Board and Supervisory Board and the statutory managers of partnerships limited by shares”.
Form 20-F 2024 TotalEnergies | 36 |
The AFEP-MEDEF Code provides that at least two-thirds of the directors on the audit committee be independent and that the audit committee should not include any Executive Officer. Under NYSE rules, in the absence of an applicable exemption, audit committees are required to satisfy the independence requirements under Rule 10A-3 of the Exchange Act. TotalEnergies SE’s Audit Committee consists of five directors, four of whom meet independence requirements under Rule 10A-3 and one (a director representing employees) who is relying on Rule 10A-3(b)(1)(iv)(C) exemption for non-executive officer employees (see “Item 6 – Directors, Senior Management and Employees”).
The duties of TotalEnergies SE’s Audit Committee, in line with French law and the AFEP-MEDEF Code, are described in point 4.1.2.3 of chapter 4 of the Universal Registration Document 2024 (starting on page 223), incorporated herein by reference. The Audit Committee regularly reports to the Board of Directors on the fulfillment of its tasks, the results of the financial statements certification process, the mission of certification of the sustainability information, as well as the contribution of such process to guaranteeing the financial information’s integrity, the process regarding the sustainability information.
One structural difference between the legal status of the audit committee of a U.S.-listed company and that of a French-listed company concerns the degree of the committee’s involvement in managing the relationship between the company and the auditors. French law requires French companies that publish consolidated financial statements, such as TotalEnergies SE, to have two co-statutory auditors, while the NYSE listing standards require that the audit committee of a U.S.-listed company to have direct responsibility for the appointment, compensation, retention and oversight of the work of the auditor. French law provides that the election of the co-statutory auditors is the sole responsibility of the shareholders duly convened at a shareholders’ meeting. In making their decision, the shareholders may rely on proposals submitted to them by the board of directors based on recommendations from the audit committee. The shareholders elect the statutory auditors for an audit period of six financial years. The statutory auditors may only be revoked by a court order and only on grounds of professional negligence or incapacity to perform their mission.
16G.5 Meetings of non-management directors
The NYSE listing standards require that the non-management directors of a U.S.-listed company meet at regularly scheduled executive sessions without management. French law does not contain such a requirement. The AFEP-MEDEF Code recommends, however, that a meeting not attended by the Executive Officers be organized at least once a year.
Since December 16, 2015, the rules of procedure of the board of directors provide that, with the agreement of the Governance and Ethics Committee, the Lead Independent Director may hold meetings of the directors who do not hold executive or salaried positions on the Board of Directors. He or she reports to the Board of Directors on the conclusions of such meetings.
In December 2023, the Lead Independent Director held a meeting of the independent directors. He subsequently presented a summary of this meeting to the Board of Directors.
Thus, the Board of Directors’ practice is in line with the recommendation made in the AFEP-MEDEF Code.
16G.6 Shareholder approval of compensation
Pursuant to the provisions of the French Commercial Code, as amended, the compensation of the chairman of the board of directors, the members of the board of directors, the chief executive officer and, as the case may be, the deputy chief executive officer(s) in French listed companies shall each year be submitted to the approval of their shareholders. Articles L. 22-10-8 and L. 22-10-34 of the French Commercial Code provide, respectively, for an ex ante vote and two ex post votes:
- | ex ante vote: the shareholders shall each year approve the compensation policy of the above-mentioned directors and officers for the current fiscal year. Such policy shall describe all components of fixed and variable compensation and shall explain the decision process followed for its determination, review and implementation. In the event a resolution is rejected by the shareholders, the preceding already-approved compensation policy for the concerned director(s) and officer(s) will be applicable; in the absence of a preceding already-approved compensation policy, the compensation is determined in line with compensation granted the preceding year if any, or in line with existing practices in the company; and |
- | two ex post votes, the shareholders shall each year approve: |
| ● | the fixed, variable and extraordinary components of the aggregate compensation and benefit of any kinds due or attributable to the chief executive officer and the chairman of the board for the preceding fiscal year. In the event a resolution is rejected by the shareholders, the variable and extraordinary components of the compensation will not be paid to the chief executive officer and the chairman of the board; |
| ● | the total annual compensation of all the above-mentioned directors and officers. In the event a resolution is rejected by the shareholders, such compensation will not be paid to the directors and officers. |
16G.7 Disclosure
The NYSE listing standards require US-listed companies to adopt, and post on their websites, a set of corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation of the board. In addition, the chief executive officer of a U.S.-listed company must certify to the NYSE annually that he or she is not aware of any violations by the company of the NYSE’s corporate governance listing standards.
French law requires neither the adoption of such guidelines nor the provision of such certification. The AFEP-MEDEF Code recommends, however, that the board of directors of a French-listed company review its operation annually and perform a formal evaluation at least once every three years, under the leadership of the appointments or nominations committee or an independent director, assisted by an external consultant. TotalEnergies SE’s Board of Directors’ most recent formal evaluation took place in late 2024, with the assistance of an external consultant. The AFEP-MEDEF Code also recommends that shareholders be informed of these evaluations each year in the annual report. In addition, Article L. 225-37 of the French Commercial Code requires the board of directors to present to the shareholders a corporate governance report appended to the management report, notably describing the composition of the board and the balanced representation of men and women on the board, the preparation and organization of the board’s work, the offices and positions of each TotalEnergies SE executive officer and the compensation attributable and received by each such officer as well as the compensation attributable and received by the members of the board of directors. The AFEP-MEDEF Code also includes ethical rules concerning which directors are expected to comply.
Form 20-F 2024 TotalEnergies | 37 |
16G.8 Code of business conduct and ethics
The NYSE listing standards require each U.S.-listed company to adopt, and post on its website, a code of business conduct and ethics for its directors, officers and employees. Under Article 17 of Law n° 2016/1691 of December 9, 2016, top management (such as the chairman of the board or chief executive officer) of large French companies is required to adopt a code of conduct proscribing the different types of behavior being likely to characterize acts of corruption, bribery or influence peddling. This code must be included in the rules of procedure of the company and be submitted to employee representatives. Under the SEC’s rules and regulations, all companies required to submit periodic reports to the SEC, including TotalEnergies SE, must disclose in their annual reports whether they have adopted a code of ethics for their principal executive officers and senior financial officers. In addition, they must file a copy of the code with the SEC, post the text of the code on their website or undertake to provide a copy upon request to any person without charge. There is significant, though not complete, overlap between the code of ethics required by the NYSE listing standards and the code of ethics for senior financial officers required by the SEC’s rules. For a description of the code of ethics adopted by TotalEnergies, refer to point 3.3.2 of chapter 3 of the Universal Registration Document 2024 (starting on page 145), incorporated herein by reference, and “Item 16B. Code of ethics”.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
The Company has
ITEM 16K. CYBERSECURITY
Cybersecurity Risk Management and Strategy:
The Company has developed and
TotalEnergies designs and evaluates its program based on the Cybersecurity Framework of the National Institute of Standards and Technology (NIST CSF), certain oversight by the Agence Nationale de la Sécurité des Systèmes d'Information (ANSSI) in France, and the ISO 27001 standard for an information security management system. This does not imply that we meet any particular technical specifications or requirements at all times but that the aforementioned frameworks and standards help us identify, assess, and manage cybersecurity risks relevant to our business.
The Company’s cybersecurity risk management program is integrated into TotalEnergies’ overall risk management program and shares common methodologies, reporting channels, and governance processes that apply to other areas of legal, compliance, strategic, operational, and financial risk.
The key elements of the cybersecurity risk management program include, but are not limited to:
| ● | Risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader IT environment, |
| ● | A cybersecurity team primarily responsible for managing our risk assessment processes, our cybersecurity controls, and our response to cybersecurity incidents, |
| ● | The use of external service providers, where applicable, to assess, test, or assist with certain aspects of our cybersecurity controls, |
| ● | Training and awareness initiatives on cybersecurity for our employees, |
| ● | A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents, and |
| ● |
In addition, the Company develops and disseminates cybersecurity rules that employees are required to follow. These rules are designed to be implemented throughout the Company.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are
Cybersecurity Governance:
The Board of Directors considers cyber risk to fall within its risk oversight function and has delegated the oversight of cybersecurity risks as well as other IT-related risks to the
The Committee oversees the implementation of the cybersecurity risk management program, including by reviewing the Company’s system of cybersecurity risk controls and overseeing the deployment of certain audit objectives pursuant to the Company’s multi-year audit plan covering the Company’s Enterprise and Industrial information systems. Pursuant to its oversite role, the Committee is informed of the results of cybersecurity-related audit assignments, self-assessments, and, where necessary, any significant cybersecurity incidents. It periodically reports on its activities, including those related to cybersecurity, to the Board of Directors as a whole.
Finally, the Information Systems Department, overseen by the Finance President, annually submits the cybersecurity strategy for the Company’s Enterprise and Industrial Information Systems to the Executive Committee (Comex) for approval.
Form 20-F 2024 TotalEnergies | 38 |
| ● | The CSO is a former French general of the National Gendarmerie, who led the Gendarmerie Intervention Group (GIGN) and directed counter-terrorism operations. |
| ● | The CIO has over 19 years of experience in information systems at TotalEnergies. |
| ● | The C-CISO is the former head of EUROPOL (for 11 years), a former colonel of the French Gendarmerie, and the former head of the National Criminal Intelligence Service. |
Our management team is
ITEM 17. FINANCIAL STATEMENTS
See “Item 18. Financial Statements”.
ITEM 18. FINANCIAL STATEMENTS
The Consolidated Financial Statements and Notes thereto are included in pages F-9 et seq. attached hereto.
The reports of the auditors,
Form 20-F 2024 TotalEnergies | 39 |
ITEM 19. EXHIBITS
The following documents are filed as part of this Annual Report:
1 |
| Articles of Associations (Statuts) of TotalEnergies SE (as amended through February 10, 2025). |
2.1 | The total amount of long-term debt securities authorized under any instrument does not exceed 10% of the total assets of TotalEnergies SE and its subsidiaries on a consolidated basis. We hereby agree to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of long-term debt of TotalEnergies SE or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed. | |
2.2 | Description of TotalEnergies securities registered under section 12 of the Exchange Act. | |
8 | List of Subsidiaries (see Note 18 to the Consolidated Financial Statements, starting on page F-92). | |
11.1 | ||
11.2 | ||
12.1 | ||
12.2 | ||
13.1* | ||
13.2* | ||
15.1 | ||
15.2 | Consent of ERNST & YOUNG Audit and of PricewaterhouseCoopers Audit. | |
97 | ||
101.INS | Inline XBRL Instance Document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101). |
* Furnished herewith.
Form 20-F 2024 TotalEnergies | 40 |
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
TotalEnergies SE | ||
By: /s/ PATRICK POUYANNÉ | ||
Name: | Patrick Pouyanné | |
Title: | Chairman and Chief Executive Officer | |
Date: March 31, 2025 | ||
Form 20-F 2024 TotalEnergies | 41 |
PCAOB ID : PCAOB ID : | F-2 |
Report of independent registered public accounting firms on the consolidated financial statements | F-4 |
F-9 | |
F-10 | |
F-11 | |
F-12 | |
F-13 | |
F-14 |
PricewaterhouseCoopers Audit | ERNST & YOUNG Audit |
63, rue de Villiers 92208 Neuilly-sur-Seine S.A.S. au capital de € 2 510 460 672 006 483 R.C.S. Nanterre | Tour First TSA 14444 92037 Paris-La Défense cedex S.A.S. à capital variable 344 366 315 R.C.S. Nanterre |
Commissaire aux Comptes Membre de la compagnie régionale de Versailles et du Centre | Commissaire aux Comptes régionale de Versailles et du Centre |
TotalEnergies SE
Report of Independent Registered Public Accounting Firms
To the Shareholders and the Board of Directors,
Opinion on Internal Control Over Financial Reporting
We have audited TotalEnergies SE and its subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flow for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated March 31, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Neuilly-sur-Seine and Paris-La Défense, France, March 31, 2025
/s/PricewaterhouseCoopers Audit |
| /s/ERNST & YOUNG Audit |
Form 20-F 2024 TotalEnergies | F-3 |
PricewaterhouseCoopers Audit | ERNST & YOUNG Audit |
63, rue de Villiers 92208 Neuilly-sur-Seine cedex France SAS au capital de € 2 510 460 672 006 483 R.C.S. Nanterre | Tour First TSA 14444 92037 Paris-La Défense cedex France SAS à capital variable 344 366 315 R.C.S Nanterre |
Commissaire aux Comptes Membre de la compagnie régionale de Versailles et du Centre | Commissaire aux comptes Membre de la compagnie régionale de Versailles et du Centre |
TotalEnergies SE
Report of Independent Registered Public Accounting Firms
To the Shareholders and the Board of Directors,
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of TotalEnergies SE and its subsidiaries (the “Company”) as of December 31, 2024, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flow for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with International Financial Reporting Standards as adopted by the European Union and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 31, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-4 | TotalEnergies Form 20-F 2024 |
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of the impairment of non-current assets used in exploration and production activities in the Exploration and Production (E&P) and the Integrated LNG (iLNG) segments
Description of the Matter
As stated in notes 7.1 “Intangible assets”, 7.2 “Property, plant and equipment” and 8.1 “Equity affiliates: investments and loans" to the consolidated financial statements as at December 31, 2024, the non-current assets used in exploration and production activities in the E&P and iLNG segments are mainly comprised of proved mineral interests (M$ 8,700 – net amount), unproved mineral interests (M$ 11,150 – net amount), proved properties (M$ 61,881 – net amount), work in progress (M$ 20,328 – net amount) and a portion of the M$ 34,405 value of investments and loans in equity affiliates. The principles applied in determining the recoverable amounts of these assets are described in notes 7.1, 7.2, 3.C “Asset impairment” and “Major judgments and accounting estimates” to the consolidated financial statements.
Form 20-F 2024 TotalEnergies | F-5 |
The recoverable amount of these assets is tested for impairment as soon as any indication for impairment exists, these tests being carried out by the Company at the level of the related cash-generating units (CGUs). CGUs include the hydrocarbon sites and industrial assets enabling the production, processing and extraction of hydrocarbons. The value in use of a CGU is determined by reference to the discounted expected future cash flows of these assets, based upon Management’s expectation of future economic and operating conditions. The main assumptions considered by the Company in assessing the value in use include hydrocarbon prices scenarios, future CO2 price, operating costs, estimates of hydrocarbon reserves and discount rate.
As described in the notes "Major judgments and accounting estimates" and 3.C to the consolidated financial statements, the Company retains an oil price trajectory that converges in the long term towards the price retained in 2050 by the International Energy Agency (IEA) Net Zero Emissions (NZE) scenario, i.e. $25.82024/b. The prices retained for gas stabilize until 2040 at lower levels than the current prices, before also converging towards the IEA's NZE scenario prices in 2050. The determination of value in use takes also into account the impact of the assets CO2 emissions. Future scope 1+2 emissions over the life of the assets are valued at $100/t or the applicable price in a given country, if it is higher, incorporating the existing free emission rights scheme in Europe. Beyond 2030, the CO2 price is inflated by 2% per year.
Finally, as described in notes 7.1, 7.2 and "Major judgments and accounting estimates" to the consolidated financial statements, exploration costs capitalized in unproved mineral interests or in work in progress are subject to specific impairment tests to ensure that the exploratory wells have found a sufficient quantity of hydrocarbons and sufficient progress is made in the assessment of the reserves and the economic and operating viability of the project.
Impairments of non-current assets of exploration and production activities in the E&P and iLNG segments for 2024 amounted to M$ 982 in net income (TotalEnergies share).
As described in the "Major judgments and accounting estimates - Russian-Ukrainian conflict" note to the consolidated financial statements, Russian assets were fully impaired in 2022, with the exception of the shares held in the Yamal LNG was carried out by the Company, resulting in the absence of an impairment charge as at December 31, 2024.
As described in note 12.2 “Other Risks and Contingent Liabilities” to the consolidated financial statements, considering the evolution of the security situation in the north of the Cabo Delgado province in Mozambique, the TotalEnergies company has confirmed on April 26, 2021, the withdrawal of all Mozambique LNG project personnel. This situation led the Company, as operator of Mozambique LNG project, to declare force majeure.
In order to assess the resilience of the portfolio to different parameters, sensitivity analysis to several assumptions was carried out by Management, including a 10% and 20% decrease in the hydrocarbon prices over the duration of the price scenario, as well as considering a CO2 price of $200/t, inflated by 2% per year beyond 2030 for all assets.
We considered the evaluation of the impairment of non-current assets used in exploration and production activities in the E&P and iLNG segments to be a critical audit matter as evaluating the Company’s assumptions described above involves a high degree of judgment, notably forecasts relating to future events.
F-6 | TotalEnergies Form 20-F 2024 |
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of certain controls implemented by the Company to address the risk of material misstatement relating to the evaluation of the impairment of non-current assets used in exploration and production activities in the E&P and iLNG segments. Our work included testing control activities linked to the identification of triggering events and the assessment of key assumptions by Management supporting the recoverable value of the assets tested.
The procedures we performed consisted mainly in:
| - | Assessing whether an indication of impairment existed for these assets, such as a specific geopolitical context, a significant decline in production, the enactment of a new tax law or the impact of new assumptions on hydrocarbon prices, in connection with the Company’s ambition of carbon neutrality by 2050, together with society. |
| - | For those assets which required an impairment test: |
| - | we compared the hydrocarbon price scenarios applied by the Company with publicly available industry information (from the IEA, brokers and consultants as applicable), in particular the price scenarios relating to the Announced Pledges Scenario (APS) and NZE, considered by the IEA to be compatible with the objective of the Paris Agreement to limit the temperature increase to “well below 2°C”; |
| - | we analyzed the CO2 price assumptions included in the future cash flows by comparing them with current market data compiled by us and publicly available industry information (in particular IEA); |
| - | we compared the CO2 emission assumptions (scope 1+2) included in the future cash flows with those included in the Company’s 2025 budget and long-term plan approved by the executive committee and the Board of Directors; |
| - | we assessed the consistency of the production end-dates used in the future cash flows with those included in the contracts for license expiration; |
| - | we compared the key assumptions (hydrocarbon prices, operating costs, hydrocarbon reserves estimates, discount rates and expected future dividends) to those included in the Company’s 2025 budget and long-term plan approved by the executive committee and the Board of Directors; |
| - | we assessed the consistency of the assumptions on operating costs by calculating cost-to-production ratios and comparing them year over year; |
| - | we compared production profiles to the proved and probable hydrocarbon reserves prepared as part of the Company’s internal procedures; |
| - | with the assistance of our valuation specialists, we re-performed the calculation of the discount rate used by management and compared it to the rates calculated by market analysts; |
| - | we assessed the consistency of the tax rates used with the applicable tax schemes and oil and gas agreements in place; |
| - | we assessed the information disclosed in note 3.C “Asset impairment” to the consolidated financial statements, including the sensitivity analysis of net income (TotalEnergies share) to the oil and gas prices and CO2 price. |
| - | For exploration costs capitalized as unproved mineral interests or work in progress we inspected the documentation supporting sufficient quantity of hydrocarbons or that sufficient progress is made in the assessment of the reserves and the economic and operating viability of the project. |
| - | Finally, specifically for the Company’s minority stakes in the Novatek, Yamal LNG and Arctic LNG 2 companies, we assessed their related value as of December 31, 2024 in a particular and evolving context, notably given sanctions, and in connection with the consolidation methods applied. For assets located in Mozambique, we assessed their value as of December 31, 2024 in the context of force majeure and in connection with the assumptions regarding the restart of the Mozambique LNG project. |
Form 20-F 2024 TotalEnergies | F-7 |
Effect of estimated proved developed hydrocarbon reserves on the depreciation of the oil and gas assets used in production activities in the Exploration & Production (E&P) and integrated LNG (iLNG) segments
Description of the Matter
As discussed in the “Estimation of hydrocarbon reserves” paragraph of the “Major judgments and accounting estimates” note to the consolidated financial statements, the estimation of proved and proved developed hydrocarbon reserves is a key factor in the Successful Efforts method used to account for the Company’s oil and gas activities. Notes 7.1 “Intangible Assets” and 7.2 “Property, Plant and Equipment” to the consolidated financial statements outline that under this method oil and gas assets are depreciated using the unit-of-production method based on either proved hydrocarbon reserves or proved developed hydrocarbon reserves. Those reserves are estimated by the Company’s petroleum engineers in accordance with industry practice and Securities and Exchange Commission (SEC) regulations.
The main assumptions used by the Company to estimate the proved and proved developed hydrocarbon reserves in order to calculate the depreciation of the oil and gas assets used in production activities in the E&P and iLNG segments, include the following: geoscience and engineering data used to estimate deposit quantities, the contractual arrangements that determine the Company’s share of the reserves and hydrocarbon prices.
We considered the impact, which is material, of estimated proved developed hydrocarbon reserves on the depreciation of oil and gas assets used in production activities in the E&P and iLNG segments to be a critical audit matter as the assumptions used by the Company to determine the reserves involve a high degree of judgment, due to their uncertain nature.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of certain controls, implemented by the Company, to address the risk of material misstatement relating to the depreciation of oil and gas assets used in production activities in the E&P and iLNG segments, depending on proved developed hydrocarbon reserves. Our work included testing certain controls on the determination and evaluation of deposit quantities and the modeling of the contractual arrangements that determine the Company’s share of proved developed hydrocarbon reserves.
The procedures we performed on the estimation of the proved developed hydrocarbon reserves by the Company consisted mainly in:
| - | Evaluating the professional qualifications and experience of the Company’s petroleum engineers responsible for the preparation of the reserve estimates, these engineers specialized in the fields of geoscience and reservoir engineering being also trained to the Company's internal procedures as well as knowledgeable of the applicable SEC rules; |
| - | Assessing the independence of the committees, which include these petroleum engineers, responsible for the annual review of the Company's reserves; |
| - | Analyzing the main changes in proved developed hydrocarbon reserves compared to the previous year; |
| - | Comparing previously forecasted production to actual 2024 production; |
| - | Inspecting evidence from contractual arrangements that determine the Company’s share of proved developed hydrocarbon reserves until the end of the license agreements; |
| - | Assessing the consistency of the end of production dates used to calculate depreciation with those provided for in the contracts concerning license expiration and in the cash flow forecasts used for the impairment tests; |
| - | Assessing the absence of significant residual proved developed hydrocarbon reserves to be produced after 2040 on the basis of the current portfolio of oil and gas assets; |
| - | Assessing the methodology applied by the Company to estimate these proved developed hydrocarbon reserves, and comparing them with the SEC regulations and the 12-month average market price for 2024. |
Neuilly-sur-Seine and Paris-La Défense, France, March 31, 2025
/s/ PricewaterhouseCoopers Audit |
| /s/ ERNST & YOUNG Audit |
We have served as the Company’s |
| We have served as the Company’s |
F-8 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Consolidated statement of income |
Consolidated statement of income
TotalEnergies
For the year ended December 31, (M$)(a) |
|
| 2024 |
| 2023 |
| 2022 | |
Sales |
| (Notes 3, 4, 5) |
| |
| |
| |
Excise taxes |
| (Notes 3 & 5) |
| ( |
| ( |
| ( |
Revenues from sales |
| (Notes 3 & 5) |
| |
| |
| |
Purchases, net of inventory variation |
| (Note 5) |
| ( |
| ( |
| ( |
Other operating expenses |
| (Note 5) |
| ( |
| ( |
| ( |
Exploration costs |
| (Note 5) |
| ( |
| ( |
| ( |
Depreciation, depletion and impairment of tangible assets and mineral interests |
| (Note 5) |
| ( |
| ( |
| ( |
Other income |
| (Note 6) |
| |
| |
| |
Other expense |
| (Note 6) |
| ( |
| ( |
| ( |
Financial interest on debt |
| ( |
| ( |
| ( | ||
Financial income and expense from cash & cash equivalents |
| |
| |
| | ||
Cost of net debt |
| (Note 15) |
| ( |
| ( |
| ( |
Other financial income |
| (Note 6) |
| |
| |
| |
Other financial expense |
| (Note 6) |
| ( |
| ( |
| ( |
Net income (loss) from equity affiliates |
| (Note 8) |
| |
| |
| ( |
Income taxes |
| (Note 11) |
| ( |
| ( |
| ( |
CONSOLIDATED NET INCOME |
| |
| |
| | ||
TotalEnergies share |
| |
| |
| | ||
Non-controlling interests |
| |
| |
| | ||
Earnings per share ($) |
| |
| |
| | ||
Fully-diluted earnings per share ($) |
| |
| |
| |
(a) | Except for per share amounts. |
Form 20-F 2024 TotalEnergies | F-9 |
Consolidated Financial Statements | |
Consolidated statement of comprehensive income |
Consolidated statement of comprehensive income
TotalEnergies
For the year ended December 31, (M$) |
|
| 2024 |
| 2023 |
| 2022 | |
Consolidated net income |
| |
| |
| | ||
Other comprehensive income | ||||||||
Actuarial gains and losses |
| (Note 10) |
| |
| ( |
| |
Change in fair value of investments in equity instruments | (Note 8) | | ( | | ||||
Tax effect |
| |
| ( |
| ( | ||
Currency translation adjustment generated by the parent company |
| (Note 9) |
| ( |
| |
| ( |
Items not potentially reclassifiable to profit and loss |
| ( |
| |
| ( | ||
Currency translation adjustment |
| (Note 9) |
| |
| ( |
| |
Cash flow hedge |
| (Notes 15 & 16) |
| |
| |
| ( |
Variation of foreign currency basis spread | (Note 15) | ( | ( | | ||||
Share of other comprehensive income of equity affiliates, net amount |
| (Note 8) |
| ( |
| ( |
| |
Other |
| |
| ( |
| ( | ||
Tax effect |
| ( |
| ( |
| | ||
Items potentially reclassifiable to profit and loss |
| |
| ( |
| | ||
Total other comprehensive income (net amount) |
| |
| |
| ( | ||
COMPREHENSIVE INCOME |
| |
| |
| | ||
- TotalEnergies share |
|
| |
| |
| | |
- Non-controlling interests | (Note 9) |
| |
| |
| |
F-10 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Consolidated balance sheet |
Consolidated balance sheet
TotalEnergies
As of December 31, (M$) |
|
| 2024 |
| 2023 |
| 2022 | |
ASSETS | ||||||||
Non-current assets | ||||||||
Intangible assets, net |
| (Notes 4 & 7) |
| |
| |
| |
Property, plant and equipment, net |
| (Notes 4 & 7) |
| |
| |
| |
Equity affiliates: investments and loans |
| (Note 8) |
| |
| |
| |
Other investments |
| (Note 8) |
| |
| |
| |
Non-current financial assets |
| (Note 15) |
| |
| |
| |
Deferred income taxes |
| (Note 11) |
| |
| |
| |
Other non-current assets |
| (Note 6) |
| |
| |
| |
Total non-current assets |
| |
| |
| | ||
Current assets | ||||||||
Inventories, net |
| (Note 5) |
| |
| |
| |
Accounts receivable, net |
| (Note 5) |
| |
| |
| |
Other current assets |
| (Note 5) |
| |
| |
| |
Current financial assets |
| (Note 15) |
| |
| |
| |
Cash and cash equivalents |
| (Note 15) |
| |
| |
| |
Assets classified as held for sale |
| (Note 2) |
| |
| |
| |
Total current assets |
| |
| |
| | ||
TOTAL ASSETS |
| |
| |
| | ||
LIABILITIES & SHAREHOLDERS’ EQUITY | ||||||||
Shareholders’ equity | ||||||||
Common shares |
| |
| |
| | ||
Paid-in surplus and retained earnings |
| |
| |
| | ||
Currency translation adjustment |
| ( |
| ( |
| ( | ||
Treasury shares |
| ( |
| ( |
| ( | ||
Total shareholders' equity - TotalEnergies share |
| (Note 9) |
| |
| |
| |
Non-controlling interests |
| |
| |
| | ||
Total shareholders' equity |
| |
| |
| | ||
Non-current liabilities | ||||||||
Deferred income taxes |
| (Note 11) |
| |
| |
| |
Employee benefits |
| (Note 10) |
| |
| |
| |
Provisions and other non-current liabilities |
| (Note 12) |
| |
| |
| |
Non-current financial debt |
| (Note 15) |
| |
| |
| |
Total non-current liabilities |
| |
| |
| | ||
Current liabilities | ||||||||
Accounts payable |
| |
| |
| | ||
Other creditors and accrued liabilities |
| (Note 5) |
| |
| |
| |
Current borrowings |
| (Note 15) |
| |
| |
| |
Other current financial liabilities |
| (Note 15) |
| |
| |
| |
Liabilities directly associated with the assets classified as held for sale |
| (Note 2) |
| |
| |
| |
Total current liabilities |
| |
| |
| | ||
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY |
| |
| |
| |
Form 20-F 2024 TotalEnergies | F-11 |
Consolidated Financial Statements | |
Consolidated statement of cash flow |
Consolidated statement of cash flow
TotalEnergies
For the year ended December 31, (M$) |
|
| 2024 |
| 2023 |
| 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
Consolidated net income |
| |
| |
| | ||
Depreciation, depletion, amortization and impairment |
| (Note 5.3) |
| |
| |
| |
Non-current liabilities, valuation allowances, and deferred taxes |
| (Note 5.5) |
| |
| |
| |
(Gains) losses on disposals of assets |
| ( |
| ( |
| | ||
Undistributed affiliates’ equity earnings |
| |
| |
| | ||
(Increase) decrease in working capital |
| (Note 5.5) |
| |
| |
| |
Other changes, net |
| |
| |
| | ||
Cash flow from operating activities |
| |
| |
| | ||
CASH FLOW USED IN INVESTING ACTIVITIES | ||||||||
Intangible assets and property, plant and equipment additions |
| (Note 7) |
| ( |
| ( |
| ( |
Acquisitions of subsidiaries, net of cash acquired |
| ( |
| ( |
| ( | ||
Investments in equity affiliates and other securities |
| ( |
| ( |
| ( | ||
Increase in non-current loans |
| ( |
| ( |
| ( | ||
Total expenditures |
| ( |
| ( |
| ( | ||
Proceeds from disposals of intangible assets and property, plant and equipment |
| |
| |
| | ||
Proceeds from disposals of subsidiaries, net of cash sold |
| |
| |
| | ||
Proceeds from disposals of non-current investments |
| |
| |
| | ||
Repayment of non-current loans |
| |
| |
| | ||
Total divestments |
| |
| |
| | ||
Cash flow used in investing activities |
| ( |
| ( |
| ( | ||
CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
Issuance (repayment) of shares: | ||||||||
– Parent company shareholders |
| |
| |
| | ||
– Treasury shares |
| ( |
| ( |
| ( | ||
Dividends paid: | ||||||||
– Parent company shareholders |
| ( |
| ( |
| ( | ||
– Non-controlling interests |
| ( |
| ( |
| ( | ||
Net issuance of perpetual subordinated notes |
| (Note 9) |
| ( |
| ( |
| – |
Payments on perpetual subordinated notes | (Note 9) |
| ( |
| ( |
| ( | |
Other transactions with non-controlling interests |
| ( |
| ( |
| ( | ||
Net issuance (repayment) of non-current debt |
| (Note 15) |
| |
| |
| |
Increase (decrease) in current borrowings |
| ( |
| ( |
| ( | ||
Increase (decrease) in current financial assets and liabilities | (Note 15) |
| ( |
| |
| | |
Cash flow from / (used in) financing activities |
| ( |
| ( |
| ( | ||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
| ( |
| ( |
| | ||
Effect of exchange rates |
| ( |
| ( |
| ( | ||
Cash and cash equivalents at the beginning of the period |
| |
| |
| | ||
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
| (Note 15) |
| |
| |
| |
F-12 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Consolidated statement of changes in shareholders’ equity |
Consolidated statement of changes in shareholders’ equity
TotalEnergies
Paid-in | Shareholders’ | |||||||||||||||||
surplus and | Currency | equity - | Non- | Total | ||||||||||||||
Common shares issued | retained | translation | Treasury shares | TotalEnergies | controlling | shareholders’ | ||||||||||||
(M$) |
| Number |
| Amount |
| earnings |
| adjustment |
| Number |
| Amount |
| share |
| interests |
| equity |
As of January 1, 2022 |
| |
| |
| |
| ( |
| ( |
| ( |
| |
| |
| |
Net income 2022 |
| – | – | | – | – | – | | | | ||||||||
Other comprehensive income |
| – | – | ( | ( | – | – | ( | ( | ( | ||||||||
Comprehensive income |
| – | – | | ( | – | – | | | | ||||||||
Dividend |
| – | – | ( | – | – | – | ( | ( | ( | ||||||||
Issuance of common shares |
| | | | – | – | – | | – | | ||||||||
Purchase of treasury shares |
| – | – | – | – | ( | ( | ( | – | ( | ||||||||
Sale of treasury shares(a) |
| – | – | ( | – | | | – | – | – | ||||||||
Share-based payments |
| – | – | | – | – | – | | – | | ||||||||
Share cancellation |
| ( | ( | ( | – | | | – | – | – | ||||||||
Net issuance (repayment) of perpetual subordinated notes |
| – | – | ( | – | – | – | ( | – | ( | ||||||||
Payments on perpetual subordinated notes |
| – | – | ( | – | – | – | ( | – | ( | ||||||||
Other operations with non-controlling interests |
| – | – | | | – | – | | | | ||||||||
Other items |
| – | – | ( | – | – | – | ( | ( | ( | ||||||||
As of December 31, 2022 |
| |
| |
| |
| ( |
| ( |
| ( |
| |
| |
| |
Net income 2023 |
| – | – | | – | – | – | | | | ||||||||
Other comprehensive income |
| – | – | | ( | – | – | | ( | | ||||||||
Comprehensive income |
| – | – | | ( | – | – | | | | ||||||||
Dividend |
| – | – | ( | – | – | – | ( | ( | ( | ||||||||
Issuance of common shares |
| | | | – | – | – | | – | | ||||||||
Purchase of treasury shares |
| – | – | – | – | ( | ( | ( | – | ( | ||||||||
Sale of treasury shares(a) |
| – | – | ( | – | | | – | – | – | ||||||||
Share-based payments |
| – | – | | – | – | – | | – | | ||||||||
Share cancellation |
| ( | ( | ( | – | | | – | – | – | ||||||||
Net issuance (repayment) of perpetual subordinated notes |
| – | – | ( | – | – | – | ( | – | ( | ||||||||
Payments on perpetual subordinated notes |
| – | – | ( | – | – | – | ( | – | ( | ||||||||
Other operations with non-controlling interests |
| – | – | | ( | – | – | | | | ||||||||
Other items |
| – | – | ( | – | – | – | ( | ( | ( | ||||||||
As of December 31, 2023 | | | | ( | ( |
| ( |
| |
| |
| | |||||
Net income 2024 | – | – | | – | – | – | | | | |||||||||
Other comprehensive income | – | – | | ( | – | – | | ( | | |||||||||
Comprehensive income | – | – | | ( | – | – | | | | |||||||||
Dividend | – | – | ( | – | – | – | ( | ( | ( | |||||||||
Issuance of common shares | | | | – | – | – | | – | | |||||||||
Purchase of treasury shares | – | – | – | – | ( | ( | ( | – | ( | |||||||||
Sale of treasury shares(a) | – | – | ( | – | | | – | – | – | |||||||||
Share-based payments | – | – | | – | – | – | | – | | |||||||||
Share cancellation | ( | ( | ( | – | | | – | – | – | |||||||||
Net issuance (repayment) of perpetual subordinated notes | – | – | ( | – | – | – | ( | – | ( | |||||||||
Payments on perpetual subordinated notes | – | – | ( | – | – | – | ( | – | ( | |||||||||
Other operations with non-controlling interests | – | – | – | – | – | – | – | ( | ( | |||||||||
Other items | – | – | ( | – | – | – | ( | ( | ( | |||||||||
AS OF DECEMBER 31, 2024 |
| | | | ( | ( |
| ( |
| |
| |
| | ||||
| (a) |
Changes in equity are detailed in Note 9.
Form 20-F 2024 TotalEnergies | F-13 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements |
TotalEnergies
Notes to the Consolidated Financial Statements
F-14 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
On February 4, 2025, the Board of Directors established and authorized the publication of the Consolidated Financial Statements of TotalEnergies SE for the year ended December 31, 2024, which will be submitted for approval to the Shareholders’ Meeting to be held on May 23, 2025.
Basis of preparation of the consolidated financial statements
The Consolidated Financial Statements of TotalEnergies SE and its subsidiaries (the Company) are presented in U.S. dollars and have been prepared on the basis of IFRS (International Financial Reporting Standards) as adopted by the European Union and IFRS as issued by the IASB (International Accounting Standard Board) as of December 31, 2024.
The accounting principles applied for the Consolidated Financial Statements at December 31, 2024, were the same as those that were used for the financial statements at December 31, 2023, except for amendments and interpretations of IFRS which were mandatory for the periods beginning after January 1, 2024. Their application did not have a significant impact on the financial statements as of December 31, 2024.
The international tax reform Pillar 2, applicable in France from January 1, 2024, introduces a minimum tax rate of 15% on the profits of companies in each of their operating countries. Given the high tax rates in the Company’s operating countries and the increases in countries with lower rates, the application of this minimum tax will not result in the payment of additional tax for 2024.
Major judgments and accounting estimates
The preparation of financial statements in accordance with IFRS for the closing as of December 31, 2024 requires the General Management to make estimates, assumptions and judgments that affect the information reported in the Consolidated Financial Statements and the Notes thereto.
These estimates, assumptions and judgments are based on historical experience and other factors believed to be reasonable at the date of preparation of the financial statements. They are reviewed on an on-going basis by General Management and therefore could be revised as circumstances change or as a result of new information.
Different estimates, assumptions and judgments could significantly affect the information reported, and actual results may differ from the amounts included in the Consolidated Financial Statements and the Notes thereto.
The following summary provides further information about the key estimates, assumptions and judgments that are involved in preparing the Consolidated Financial Statements and the Notes thereto. It should be read in conjunction with the sections of the Notes mentioned in the summary.
| Ø | Estimation of hydrocarbon reserves |
The estimation of oil and gas reserves is a key factor in the Successful Efforts method used by TotalEnergies to account for its oil and gas activities.
TotalEnergies’ oil and gas reserves are estimated by TotalEnergies’ petroleum engineers in accordance with industry standards and SEC (U.S. Securities and Exchange Commission) regulations.
Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geosciences and engineering data, can be determined with reasonable certainty to be recoverable (from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations), prior to the time at which contracts providing the rights to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.
Proved oil and gas reserves are calculated using a 12-month average price determined as the unweighted arithmetic average of the first-day-of-the-month price for each month of the relevant year unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. TotalEnergies reassesses its oil and gas reserves at least once a year on all its properties.
The Successful Efforts method and the mineral interests and property, plant and equipment of exploration and production are presented in Note 7 “Intangible and tangible assets”.
| Ø | Impairment of property, plant and equipment, intangible assets and goodwill |
As part of the determination of the recoverable value of assets for impairment (IAS 36), the estimates, assumptions and judgments mainly concern hydrocarbon prices scenarios, operating costs, production volumes and oil and gas proved and probable reserves, refining margins and product marketing conditions (mainly petroleum, petrochemical and chemical products as well as renewable industry products). The estimates and assumptions used by the General Management are determined in specialized internal departments in light of economic conditions and external expert analysis. The discount rate is reviewed annually.
In 2020, in line with its new Climate Ambition announced on May 5, 2020, which aims at carbon neutrality, TotalEnergies had reviewed its oil assets that could be qualified as “stranded”, and therefore had decided to impair its oil sands assets in Canada sold in 2023.
Impairment of assets and the method applied are described in Note 3 “Business segment information”.
| Ø | Asset retirement obligations |
Asset retirement obligations, which result from a legal or constructive obligation, are recognized based on a reasonable estimate in the period in which the obligation arises.
This estimate is based on information available in terms of costs and work program. It is regularly reviewed to take into account the changes in laws and regulations, the estimates of reserves and production, the analysis of site conditions and technologies.
The discount rate is reviewed annually.
Asset retirement obligations and the method used are described in Note 12 “Provisions and other non-current liabilities”.
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
| Ø | Climate change and energy transition |
Climate change and the energy transition were considered in preparing the Consolidated Financial Statements. They may have significant impacts on the value of TotalEnergies’s assets and liabilities mentioned below, and on similar assets and liabilities that may be recognized in the future.
TotalEnergies supports the goals of the 2015 Paris Agreement, which calls for reducing greenhouse gas emissions in the context of sustainable development and the fight against poverty, and which aims to keep the increase in average global temperatures well below 2°C compared to pre-industrial levels.
TotalEnergies wants to rise to the dual challenge of meeting the energy needs of a growing world population while reducing global warming, and play an active role in the ongoing energy transition of the word. The Company is thus implementing its transition strategy aimed at ensuring the growth of its energy production to reach a sales mix of
TotalEnergies has embedded the changing energy markets into its strategy by investing in renewables and electricity, developing the production of biofuels, biogas and low-carbon hydrogen, favoring the use of natural gas, the transition fuel whose flexibility offers a lower carbon alternative to coal for electricity production and helps to mitigate the intermittency of solar and wind energies, targeting its investments in low-cost and low-emission oil, and developing nature-based carbon storage solutions as well as CO2 capture and sequestration.
TotalEnergies is committed to reducing its carbon footprint caused by the production, processing and supply of energy to its customers. Although the pace of the transition will depend on public policy, consumption patterns and resulting demand, TotalEnergies has set itself the mission to offer its customers energy products that are affordable and generate less CO2 and to support its partners and suppliers in their own low-carbon strategies.
TotalEnergies’ ambition is to get to carbon neutrality by 2050, together with society. As since 2021, the Board of Directors submitted at the Annual Shareholders' Meeting on May 24, 2024 to a consultative vote of the shareholders of TotalEnergies SE, the Sustainability & Climate - Progress Report 2024 reporting on the progress made in the implementation of the Corporation’s ambition with respect to sustainable development and energy transition and its related targets by 2030 (resolution approved at close to
TotalEnergies evaluates the solidity of its portfolio, particularly new material capital expenditure investments, on the basis of relevant scenarios and sensitivity tests. Each material capex investment, including in the exploration, acquisition or development of oil and gas resources, as well as in other energies and technologies, is subject to an evaluation that takes into consideration the objectives of the Paris Agreement, each new investment thus enhancing the resilience of the Company’s portfolio.
Economic criteria are analyzed in a scenario with Brent prices at $
For investments in upstream oil & gas projects, TotalEnergies focuses on value creation and cash generation over volume, and the Company prioritizes projects with low technical costs (less than $
All oil and gas projects must help to lower the average intensity of greenhouse gas emissions (scope 1+2) in their respective category. Currently, that means:
| – | for new oil and gas projects (greenfield and acquisitions), the intensity of scope 1+2 greenhouse gas emissions is compared, depending on their nature, to the intensity of the average greenhouse gas emissions of the Company’s upstream production assets or that of various downstream units (LNG plants, refineries). |
| – | for additional investments in existing assets (brownfield projects), the investment must lower the scope 1+2 emissions intensity of the asset in question. |
| – | for projects involving other energies and technologies (biofuels, biogas...), the greenhouse-gas emissions reductions are assessed based on their contribution to reducing the Company’s emissions. |
Besides, as described in Note 3.C “Asset impairment”, in order to ensure the resilience of its assets recognized on the balance sheet, the oil price trajectory retained by the Company for the computation of its impairments converges in the long term towards the price retained in 2050 by the IEA’s NZE scenario, i.e. $
The strategy is implemented in the long-term plan of the Company, which is forecasted for a
It reflects the economic environment, the ambition of the Company on carbon neutrality together with society, the related targets by 2030 and the current dynamics of energy transition, knowing that there is still significant uncertainty on the path to energy transition that the various countries will take.
The financial statements of TotalEnergies are prepared in coherence with the main technical and economic assumptions of the long-term plan and the objectives stated above.
They are also sensitive to various environmental considerations, including oil & gas prices and refining margins, as well as technical parameters, such as the estimation of hydrocarbons reserves. In particular, the selected assumptions and estimates have an impact on hydrocarbons reserves, the useful life of assets, the impairment of assets and provisions.
Asset impairment
The energy transition is likely to have an impact on future oil and gas prices and therefore on the recoverable amount of intangible assets and property, plant and equipment in the oil and gas industry.
The principles applied in determining the recoverable amounts are as follows:
- | the future cash flows were determined using the assumptions included in the 2025 budget and in the long-term plan of the Company approved by the Executive Committee and the Board of Directors. These assumptions, in particular including operational costs, estimation of oil and gas reserves, future volumes produced and marketed, represent the best estimate from the Company Management of economic and technical conditions over the remaining life of the assets; |
F-16 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
- | the oil and gas price scenarios have been established based on data on global energy demand from the IEA’s World Energy Outlook, the latest edition of which was published in October 2024, and on its own supply and demand assessments; they take into account assumptions about the evolution of core indicators of the upstream activity (demand for hydrocarbons in different markets, investment forecasts, decline in production fields, changes in oil & gas reserves and supply by area and by nature of oil & gas products), of the downstream activity (changes in refining capacity and demand for petroleum products) and by integrating “climate” challenge; |
- | these price scenarios, first prepared within the Strategy & Markets Division, are also reviewed with the Company segments which bring their own expertise. They also integrate studies issued by international agencies, banks and independent consultants. They are then approved by the Executive Committee and the Board of Directors; |
- | the IEA 2024 World Energy Outlook presents three scenarios that are key references for the Company: the STEPS (Stated Policies Scenario) and APS (Announced Pledges Scenario) for the short/mid-term and the NZE (Net Zero Emissions by 2050) for the long-term; |
- | the STEPS scenario only includes climate actions already implemented to date around the world and those under development; |
- | the APS scenario takes into account all climate ambitions declared to date in the world, including the NDCs (Nationally Determined Contributions) and the carbon neutrality ambitions. According to the IEA, it is associated with a temperature increase of around 1.7°C. This scenario is compatible with the objective of the Paris Agreement to limit the temperature increase to “well below 2°C”; |
- | the IEA’s NZE scenario is understood as the set of actions to be taken for the global energy sector to achieve net-zero CO2 emissions by 2050 and to be compatible with a +1.5°C scenario by 2100. This normative scenario is therefore not predictive of oil demand, and even less so of the price scenarios it proposes, particularly in the medium term (2030). Indeed, this scenario predicts that oil demand will peak in 2023 and decrease by 22% between 2023 and 2030, whereas, according to the latest IEA projections, oil demand in 2024 would be higher than in 2023 and continue to grow until 2029. According to projections from other energy companies or external consultants, demand would start to decline around 2030 (oil peak in 2031 according to Wood MacKenzie, in 2027 according to HIS Inflections); |
- | beyond 2030, the oil price trajectory retained by the Company converges in the long term, to the price retained in 2050 by the IEA’s NZE scenario, i.e $ |
The oil price trajectories adopted by the Company are based on the following assumptions:
- | oil demand experienced sustained growth post-Covid crisis, accompanying the global economic recovery, which generated strong tensions on energy prices from mid-2021, exacerbated in 2022 by the war in Ukraine. In 2023, global oil demand reached a record level, surpassing that of 2019 pre-Covid crisis. This increase was stimulated by the lifting of lockdown measures in China, allowing the resumption of industrial activity, particularly in the petrochemical sector, as well as the increase in air travel. In 2024, demand is expected to continue to grow, albeit at a slower pace, due to the economic slowdown in China and the end of the post-pandemic rebound effect. By 2030, oil consumption is expected to continue to grow, supported by population growth and rising living standards, particularly in emerging countries. However, this growth is expected to gradually slow down due to moderate global economic growth and the accelerated deployment of low-carbon substitute technologies. Some recent forecasts anticipate a peak in oil product demand in China as early as 2027. |
Moreover, supply is limited by the historical production cuts decided (and effectively implemented) by the OPEC+ coalition members, the discipline on upstream oil investments since the 2015 oil crisis, and the natural decline of currently producing fields. In the United States, while 2023 production was significantly higher than in 2019 and is expected to grow slightly in 2024, the recent sector consolidation (Permian, DJ, and Bakken) should reinforce investment profitability discipline and thus contain growth in the coming years.
Therefore, in this context of growing demand driven by emerging countries and constrained supply by OPEC+ countries and the United States, our scenario anticipates that prices will remain supported at $
- | beyond 2030, given technological developments, particularly in the transport sector, the growth in oil demand would be low or even zero, and the selected price scenario decreases linearly to reach $ |
The average Brent prices over the period 2025-2050 thus stands at $
For natural gas, the transition fuel, the price trajectory adopted by the Company is based on the following assumptions:
- | natural gas demand in 2021 has exceeded its pre-crisis level with very strong tensions on prices in Europe and, by extension, in Asia through LNG prices, as a result of the cuts in Russian pipe gas importation that began at the end of 2021 and continued in 2022 with the complete shutdown of the Nordstream. Global gas demand in 2022 was almost at the same level as in 2021. Global gas demand in 2023 was almost at the same level as in 2022 with the recourse to American LNG to replace Russian gas in Europe, still in competition with Asia. Gas prices in Asia and Europe have returned to much lower levels than the exceptionally high prices reached in the third quarter of 2022 but remain higher than before the crisis. The price of gas in the United States did not experience such a sharp increase in 2022 and has since stabilized. The Company anticipates in 2025 higher prices than before the crisis on the Asia, Europe and slightly on the United States hubs. Thereafter, natural gas demand would be driven by the same fundamentals as oil (decrease in Europe but resistance in Asia-Pacific), plus its substitution for coal in power generation and by its role as a flexible and controllable source to mitigate the intermittent use and seasonality of renewable energies. The abundant global gas supply and the upcoming wave of increased liquefied natural gas capacity (expected in 2027-28-29), would however limit the potential for higher gas prices. Beyond 2040, with the development of renewables including storage and hydrogen, gas demand is expected to stabilize. |
In this context, the gas price level used to determine the value in use of the CGUs concerned is as follows:
| ◾ | for Europe: $ |
| ◾ | for the United States: $ |
| ◾ | for Asia: $ |
From 2040 onwards, the price trajectory converges towards the price retained in 2050 by the NZE scenario, i.e. $
The future operational costs were determined by taking into account the existing technologies, the fluctuation of prices for petroleum services in line with market developments and the internal cost reduction programs effectively implemented.
| Form 20-F 2024 TotalEnergies | F-17 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
The determination of value in use also takes into account on all identified assets the impact of their CO2 emissions. Future scope 1 and 2 emissions of the assets concerned over the life of the assets are valued at $
The future cash flows are estimated over a period consistent with the life of the assets of the CGUs. They are prepared post-tax and take into account specific risks related to the CGUs’ assets. They are discounted using an
Asset impairments are subject to sensitivity testing. In particular, upstream assets are tested as follows:
| - | decreases of - |
| - | consideration of a CO2 cost of $ |
| - | increase or of |
Finally, in 2020, TotalEnergies also reviewed its upstream assets that can be qualified as “stranded”, meaning with reserves beyond
The Company’s strategy of focusing new oil investments on low carbon intensity projects and low cost of production also led it to exit from extra heavy crude oil assets in Venezuela’s Orinoco Belt in 2021.
The characteristics of TotalEnergies’ portfolio mitigate the risk of having stranded assets in the future if a structural decline in demand for hydrocarbons occurs due to stricter global environmental regulations and constraints and a resulting change in consumer preferences.
The Company will continue to review price assumptions as the energy transition progresses and this may result in additional impairment charges in the future.
The effect of asset impairments on TotalEnergies’ financial statements and the associated sensitivity calculations are detailed in Note 3.C “Asset impairment”.
Exploration assets
The energy transition could affect the future development or economic viability of certain exploration assets.
TotalEnergies applies IFRS 6 “Exploration for and Evaluation of Mineral Resources”. Oil and gas exploration and production properties and assets are accounted for in accordance with the Successful Efforts method.
Exploratory wells are capitalized and tested for impairment on an individual basis as follows:
- | costs of exploratory wells which result in proved reserves are capitalized and then depreciated using the unit-of-production method based on proved developed reserves; |
- | costs of exploratory wells are capitalized as work in progress until proved reserves have been found, if both of the following conditions are met: |
◾ The well has found a sufficient quantity of reserves to justify, if appropriate, its completion as a producing well, assuming that the required capital expenditures are made;
◾ TotalEnergies is making sufficient progress assessing the reserves and the economic and operating viability of the project. This progress is evaluated on the basis of indicators such as whether additional exploratory works are under way or firmly planned (wells, seismic or significant studies), whether costs are being incurred for development studies and whether TotalEnergies is waiting for governmental or other third-party authorization on a proposed project, or availability of capacity on an existing transport or processing facility.
Costs of exploratory wells not meeting these conditions are charged to exploration costs.
These assets will continue to be carefully reviewed as the energy transition progresses, in line with the resulting capital expenditure allocation policy.
The effect of exploration activities on the financial statements of TotalEnergies is detailed in Note 7.2 “Property, plant and equipment”.
Intangible and tangible assets - depreciation and useful lives
The energy transition may curtail the useful life of oil and gas assets, thereby increasing the annual depreciation charges related to these assets.
The following accounting principles are applied to the hydrocarbon production assets of exploration and production activities:
| - | Unproved mineral interests are tested for impairment based on the results of the exploratory activity or as part of the impairment tests of the cash-generating units to which they are allocated. |
| - | Unproved mineral interests are transferred to proved mineral interests at their net book value as soon as proved reserves are booked. |
| - | Proved mineral interests are depreciated using the unit-of-production method based on proved reserves. The corresponding expense is recorded as depreciation of tangible assets and mineral interests. |
| - | Development costs of oil and gas production facilities are capitalized. These costs include borrowing costs incurred during the period of construction and the present value of estimated future costs of asset retirement obligations. |
| - | The depletion rate of development wells and of production assets is equal to the ratio of oil and gas production for the period to proved developed reserves (unit-of-production method). |
In the event that, due to the price effect on reserves evaluation, the unit-of-production method does not reflect properly the useful life of the asset, an alternative depreciation method is applied based on the reserves evaluated with the price of the previous year. As of December 31, 2024, 2023 and 2022, this alternative method is not applied as, given the price used to assess the reserves, the unit-of-production method correctly reflects the useful life of the assets.
F-18 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
With respect to phased development projects or projects subject to progressive well production start-up, the fixed assets’ depreciable amount, excluding production or service wells, is adjusted to exclude the portion of development costs attributable to the undeveloped reserves of these projects.
With respect to production sharing contracts, the unit-of-production method is based on the portion of production and reserves assigned to TotalEnergies taking into account estimates based on the contractual clauses regarding the reimbursement of exploration, development and production costs (cost oil/gas) as well as the sharing of hydrocarbon rights after deduction of cost oil (profit oil/gas).
Hydrocarbon transportation and processing assets are depreciated using the unit-of-production method based on throughput or by using the straight-line method whichever best reflects the economic life of the asset.
Given the characteristics of the Company’s portfolio of oil & gas assets, its current value on the balance sheet will be almost entirely depreciated by 2040.
Consequently, TotalEnergies does not anticipate significant changes in the useful life of its existing oil and gas assets that would represent an element of significant judgment impacting its consolidated accounts in the future.
The impact of the depreciation of oil and gas assets on the financial statements of TotalEnergies is detailed in Notes 7.1 “Intangible assets” and 7.2 “Property, plant and equipment”.
Asset retirement obligations
The energy transition may bring forward asset retirement obligations of certain oil and gas assets, thereby increasing the present value of the associated provisions.
Asset retirement obligations, which result from a legal or constructive obligation, are recognized based on a reasonable estimate in the period in which the obligation arises.
The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the useful life of this asset.
An entity is required to measure changes in the liability for an asset retirement obligation due to the passage of time (accretion) by applying a discount rate to the amount of the liability. Given the long-term nature of expenditures related to our asset retirement obligations, the rate is determined by reference to the rates of high quality AA-rated corporate bonds on the USD area for a long-term horizon. The increase of the provision due to the passage of time is recognized as “Other financial expense”.
The discount rate used for the valuation of asset retirement obligation is
In upstream activities, in application of its internal procedures, TotalEnergies regularly reviews, on an asset-by-asset basis, the estimate of its future asset retirement costs, as well as the date at which work will be performed. The assets and liabilities recognized in respect of retirement obligations under these rules as described in Note 12.1 “Provisions and other non-current liabilities” are adjusted accordingly.
The Company will continue to review its estimates of both costs and the maturity of commitments on a regular basis and will take into account any significant impact that may result from changes in these parameters in the future.
The effect of the asset retirement obligations on the financial statements of TotalEnergies and the associated sensitivity calculations are detailed in Note 12.1 “Provisions and other non-current liabilities”. A maturity schedule of these obligations is presented in Note 13.1 “Off-balance sheet commitments and contractual obligations”.
| Ø | Income Taxes |
A tax liability is recognized when in application of a tax regulation, a future payment is considered probable and can be reasonably estimated. The exercise of judgment is required to assess the impact of new events on the amount of the liability.
Deferred tax assets are recognized in the accounts to the extent that their recovery is considered probable. The amount of these assets is determined after taking into account deferred tax liabilities with comparable maturity, arising from the same entities and tax regimes. It takes into account existing taxable profits and future taxable profits which estimation is inherently uncertain and subject to change over time. The exercise of judgment is required to assess the impact of new events on the value of these assets and including changes in estimates of future taxable profits and the deadlines for their use.
In addition, these tax positions may depend on interpretations of tax laws and regulations in the countries where TotalEnergies operates. These interpretations may have uncertain nature. Depending on the circumstances, they are final only after negotiations or resolution of disputes with authorities that can last several years.
Incomes taxes and the accounting methods are described in Note 11 “Income taxes”.
| Ø | Employee benefits |
The benefit obligations and plan assets can be subject to significant volatility due in part to changes in market values and actuarial assumptions. These assumptions vary between different pension plans and thus take into account local conditions. They are determined following a formal process involving expertise and TotalEnergies internal judgments, in financial and actuarial terms, and also in consultation with actuaries and independent experts.
The assumptions for each plan are reviewed annually and adjusted if necessary to reflect changes from the experience and actuarial advice. The discount rate is reviewed quarterly.
Payroll, staff and employee benefits obligations and the method applied are described in Note 10 “Payroll, staff and employee benefits obligations”.
| Ø | Russian-Ukrainian conflict |
Russian assets were fully impaired in 2022, with the exception of the shares held in the Yamal LNG company. In total, the impact of impairments and provisions recorded in 2022 due to the Russo-Ukrainian conflict amounted to $(
In November 2023, the Arctic LNG 2 company was placed under sanctions by the U.S. authorities. TotalEnergies initiated the contractual suspension procedure provided for in the Arctic LNG 2 shareholders’ agreement and that of force majeure for the LNG purchase contract from Arctic LNG 2. These procedures, upon their notification, resulted in the suspension of TotalEnergies’ rights and obligations under these agreements, thus implying in particular the suspension of the participation of TotalEnergies’ representatives in the governance bodies of Arctic LNG 2. As a result, the
| Form 20-F 2024 TotalEnergies | F-19 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
The Company has also ensured the absence of depreciation to be accounted for on Yamal LNG, by testing the value of its equity accounted investment which amounts to $
With regard to the participation in Novatek, in the absence of any new event, the assessments and judgments taken into account on December 31, 2022 and on December 31, 2023 in the accounting and valuation method remain unchanged at December 31, 2024. As the criteria for significant influence are no longer met within the meaning of IAS 28 “Investments in associates and joint ventures”, TotalEnergies’
Depending on the developments of the Russian-Ukrainian conflict and the measures that the European and American authorities may take, the activities of TotalEnergies in Russia, in particular those relating to the Yamal LNG asset, could be affected in the future.
Judgments in case of transactions not addressed by any accounting standard or interpretation
Furthermore, when the accounting treatment of a specific transaction is not addressed by any accounting standard or interpretation, the management applies its judgment to define and apply accounting policies that provide information consistent with the general IFRS concepts: faithful representation, relevance and materiality.
F-20 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 1 |
Note 1 General accounting principles
1.1 Accounting principles
A) Principles of consolidation
Entities that are directly controlled by the parent company or indirectly controlled through other consolidated entities are fully consolidated.
Investments in joint ventures are accounted for by the equity method. TotalEnergies accounts for joint operations by recognizing its share of assets, liabilities, income and expenses.
Investments in associates, in which TotalEnergies has significant influence, are accounted for by the equity method. Significant influence is presumed when TotalEnergies holds, directly or indirectly through subsidiaries, 20% or more of the voting rights. In the case of a percentage of less than 20%, accounting under the equity method applies only when significant influence can be demonstrated.
All internal balances, transactions and income are eliminated.
B) Business combinations
Business combinations are accounted for using the acquisition method. This method requires the recognition of the acquired identifiable assets and assumed liabilities of the companies acquired by TotalEnergies at their fair value.
The purchase accounting of the acquisition is finalized up to a maximum of one year from the acquisition date.
The acquirer shall recognize goodwill at the acquisition date, being the excess of:
▪ | the consideration transferred, the amount of non-controlling interests and, in business combinations achieved in stages, the fair value at the acquisition date of the investment previously held in the acquired company; |
▪ | over the fair value at the acquisition date of acquired identifiable assets and assumed liabilities. |
If the consideration transferred is lower than the fair value of acquired identifiable assets and assumed liabilities, an additional analysis is performed on the identification and valuation of the identifiable elements of the assets and liabilities. After having completed such additional analysis, any negative goodwill is recorded as income.
Non-controlling interests are measured either at their proportionate share in the net assets of the acquired company or at fair value.
In transactions with non-controlling interests, the difference between the price paid (received) and the book value of non-controlling interests acquired (sold) is recognized directly in equity.
C) Foreign currency translation
The presentation currency of TotalEnergies’ Consolidated Financial Statements is the U.S. dollar. However, the functional currency of the parent company is the euro. The resulting currency translation adjustments are presented on the line “Currency translation adjustment generated by the parent company” of the consolidated statement of comprehensive income, within “Items not potentially reclassifiable to profit and loss”. In the balance sheet, they are recorded in “Currency translation adjustment”.
The financial statements of subsidiaries are prepared in the currency that most clearly reflects their business environment. It is referred to as their functional currency.
Since July 1, 2018, Argentina is considered to be hyperinflationary. IAS 29 “Financial Reporting in Hyperinflationary Economies” is applicable to entities whose functional currency is the Argentine peso. The functional currency of the Argentine Exploration & Production subsidiary is the U.S. dollar, therefore IAS 29 has no incidence on TotalEnergies accounts. Net asset of the other business segments is not significant.
(i) Monetary transactions
Transactions denominated in currencies other than the functional currency of the entity are translated at the exchange rate on the transaction date. At each balance sheet date, monetary assets and liabilities are translated at the closing rate and the resulting exchange differences are recognized in the statement of income.
(ii) Translation of financial statements
Assets and liabilities of entities denominated in currencies other than dollar are translated into dollar on the basis of the exchange rates at the end of the period. The income and cash flow statements are translated using the average exchange rates for the period. Foreign exchange differences resulting from such translations are either recorded in shareholders’ equity under “Currency translation adjustments” (for TotalEnergies share) or under “Non-controlling interests” (for the share of non-controlling interests) as deemed appropriate.
1.2 Significant accounting principles applicable in the future
The application of the standards or interpretations published respectively by the International Accounting Standards Board (IASB) and the International Financial Reporting Standards Interpretations Committee (IFRS IC) which were not yet in effect at December 31, 2024, is expected to have a non material impact. Note that IFRS 18, published in April 2024 and applicable from January 1, 2027, will modify the presentation of the consolidated statement of income and the consolidated statement of cash flow.
| Form 20-F 2024 TotalEnergies | F-21 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 2 |
Note 2 Changes in TotalEnergies’ perimeter
2.1 Main acquisitions and divestments
In 2024, the main changes in TotalEnergies perimeter were as follows:
| ● | In February 2024, TotalEnergies and its partner SOCAR (State Oil Company of the Republic of Azerbaijan) have completed the sale of |
| ● | In December 2024, TotalEnergies has finalized the acquisition of the interests of OMV ( |
| ● | In February 2024, TotalEnergies has finalized the acquisition of |
| ● | In December 2024, TotalEnergies has finalized the sale to EPUKI, the UK subsidiary of EPH, of |
| ● | In December 2024, TotalEnergies has finalized the sale of |
| ● | In January 2024, TotalEnergies has finalized the partial divestment of retail network in Belgium and Luxembourg and the full divestment in the Netherlands to Alimentation Couche-Tard for |
2.2 Major business combinations
Accounting principles In accordance with IFRS 3 “Business combinations”, TotalEnergies is assessing the fair value of identifiable assets acquired, liabilities assumed and contingent liabilities on the basis of available information. This assessment will be finalised within 12 months following the acquisition date. |
| Ø | Integrated LNG |
| ● | Acquisition of the Upstream Gas Assets of SapuraOMV |
In December 2024, TotalEnergies has finalized the acquisition of the interests of OMV (
| Ø | Integrated Power |
| ● | Acquisition of 1.5 GW Power Generation Capacity in Texas |
In February 2024, TotalEnergies has finalized the acquisition of
(M$) |
| At the acquisition date |
Goodwill |
| |
Intangible assets |
| – |
Tangible assets |
| |
Other assets and liabilities |
| ( |
Net debt of the acquired treasury |
| ( |
Fair value of the consideration transferred |
| |
2.3 Main divestment projects
Accounting principles Pursuant to IFRS 5 “Non-current assets held for sale and discontinued operations”, assets and liabilities of affiliates that are held for sale are presented separately on the face of the balance sheet. Depreciation of assets ceases from the date of classification in “Non-current assets held for sale”. |
F-22 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 2 |
| Ø | Exploration & Production |
| ● | On April 24, 2024, TotalEnergies announces that its |
As of December 31, 2024, the assets and liabilities related to Nkossa and Nsoko II licenses have been respectively classified in the consolidated balance sheet as “Assets classified as held for sale” for an amount of $
| ● | On July 17, 2024, TotalEnergies announced that its subsidiary TotalEnergies EP Nigeria signed a sale and purchase agreement (SPA) with Chappal Energies for the sale of its |
As of December 31, 2024, the assets and liabilities have been respectively classified in the consolidated balance sheet as “Assets classified as held for sale” for an amount of $
| Form 20-F 2024 TotalEnergies | F-23 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 3 |
Note 3 Business segment information
Description of the business segments
Financial information by business segment is reported in accordance with the internal reporting system and shows internal segment information that is used to manage and measure the performance of TotalEnergies and which is reviewed by the main operational decision-making body of the Company, namely the Executive Committee.
The operational profit and assets are broken down by business segment prior to the consolidation and inter-segment adjustments.
Sales prices between business segments approximate market prices.
The profitable growth in the LNG and power integrated value chains are two of the key axes of TotalEnergies’s strategy.
In order to give more visibility to these businesses, the Board of Directors has decided that from the first quarter 2023, Integrated LNG and Integrated Power results, previously grouped in the Integrated Gas, Renewables & Power (iGRP) segment, would be reported separately as two segments.
A new reporting structure for the business segments’ financial information has been put in place, effective January 1, 2023. It is based on the following
- | an Exploration & Production segment that encompasses the activities of exploration and production of oil and natural gas, conducted in about |
- | an Integrated LNG segment covering the integrated gas chain (including upstream and midstream LNG activities) as well as biogas, hydrogen and gas trading activities; |
- | an Integrated Power segment covering generation, storage, electricity trading and B2B-B2C distribution of gas and electricity; |
- | a Refining & Chemicals segment constituting a major industrial hub comprising the activities of refining, petrochemicals and specialty chemicals. This segment also includes the activities of oil Supply, Trading and marine Shipping; |
- | a Marketing & Services segment including the global activities of supply and marketing in the field of petroleum products; |
In addition the Corporate segment includes holdings operating and financial activities.
This new segment reporting has been prepared in accordance with IFRS 8 and according to the same principles as the internal reporting followed by the TotalEnergies’s Executive Committee.
Due to the change in the Company’s internal organizational structure affecting the composition of the business segments, the segment reporting data for 2022 has been restated.
Definition of the indicators
Adjusted Net Operating Income
TotalEnergies measures performance at the segment level on the basis of adjusted net operating income. Adjusted net operating income comprises operating income of the relevant segment after deducting the amortization and the depreciation of intangible assets other than mineral interest, translation adjustments and gains or losses on the sale of assets, as well as all other income and expenses related to capital employed (dividends from nonconsolidated companies, income from equity affiliates and capitalized interest expenses) and after income taxes applicable to the above, excluding the effect of the adjustments describe below.
The income and expenses not included in net operating income adjusted that are included in net income TotalEnergies share are interest expenses related to net financial debt, after applicable income taxes (net cost of net debt), non-controlling interests, and the adjusted items.
Starting 2023, details of adjustment items are presented for net operating income (with comparative period 2022).
Adjustment items include:
a) Special items
Due to their unusual nature or particular significance, certain transactions qualifying as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, transactions such as restructuring costs or assets disposals, which are not considered to be representative of the normal course of business, may qualify as special items although they may have occurred in prior years or are likely to occur in following years.
b) The inventory valuation effect
In accordance with IAS 2, TotalEnergies values inventories of petroleum products in its financial statements according to the First-in, First-Out (FIFO) method and other inventories using the weighted-average cost method. Under the FIFO method, the cost of inventory is based on the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on the reported income. Accordingly, the adjusted results of the Refining & Chemicals and Marketing & Services segments are presented according to the replacement cost method. This method is used to assess the segments’ performance and facilitate the comparability of the segments’ performance with those of its main competitors.
In the replacement cost method, which approximates the Last-In, First-Out (LIFO) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period rather than the historical value. The inventory valuation effect is the difference between the results under the FIFO and the replacement cost methods.
F-24 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 3 |
c) Effect of changes in fair value
The effect of changes in fair value presented as an adjustment item reflects for trading inventories and storage contracts, differences between internal measures of performance used by TotalEnergies’ Executive Committee and the accounting for these transactions under IFRS.
IFRS requires that trading inventories be recorded at their fair value using period end spot prices. In order to best reflect the management of economic exposure through derivative transactions, internal indicators used to measure performance include valuations of trading inventories based on forward prices.
TotalEnergies, in its trading activities, enters into storage contracts, whose future effects are recorded at fair value in TotalEnergies’ internal economic performance. IFRS precludes recognition of this fair value effect.
Furthermore, TotalEnergies enters into derivative instruments to risk manage certain operational contracts or assets. Under IFRS, these derivatives are recorded at fair value while the underlying operational transactions are recorded as they occur. Internal indicators defer the fair value on derivatives to match with the transaction occurrence.
A) Information by business segment
| Exploration |
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| Refining |
| Marketing |
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For the year ended December 31, 2024 | & | Integrated | Integrated | & | & | |||||||||||
(M$) | Production | LNG | Power | Chemicals | Services | Corporate | Intercompany | Total | ||||||||
External sales |
| | | | | | | – | | |||||||
Intersegment sales |
| | |
| |
| |
| | | ( |
| – | |||
Excise taxes |
| – | – |
| – |
| ( |
| ( | – | – |
| ( | |||
Revenues from sales |
| | |
| |
| |
| | | ( |
| | |||
Operating expenses |
| ( | ( |
| ( |
| ( |
| ( | ( | |
| ( | |||
Depreciation, depletion and impairment of tangible assets and mineral interests |
| ( | ( |
| ( |
| ( |
| ( | ( | – |
| ( | |||
Net income (loss) from equity affiliates and other items |
| | |
| ( |
| ( |
| | | – |
| | |||
Tax on net operating income |
| ( | ( |
| ( |
| ( |
| ( | | – |
| ( | |||
Adjustments(a) |
| ( | ( |
| ( |
| ( |
| | ( | – |
| ( | |||
Adjusted net operating income |
| | |
| |
| |
| | ( | – |
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Adjustments(a) | ( | |||||||||||||||
Net cost of net debt |
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| ( | |||||||||||||
Non-controlling interests |
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| ( | |||||||||||||
NET INCOME - TotalEnergies SHARE | | |||||||||||||||
(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value. | ||||||||||||||||
The management of balance sheet positions (including margin calls) related to centralized markets access for LNG, gas and power activities has been fully included in the Integrated LNG segment.
Effects of changes in the fair value of gas and LNG positions are allocated to the operating income of Integrated LNG segment.
Effects of changes in the fair value of power positions are allocated to the operating income of Integrated Power segment.
| Exploration |
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| Refining |
| Marketing |
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For the year ended December 31, 2024 | & | Integrated | Integrated | & | & | |||||||||||
(M$) | Production | LNG | Power | Chemicals | Services | Corporate | Intercompany | Total | ||||||||
Total expenditures | | |
| |
| |
| | | – | | |||||
Total divestments |
| |
| |
| |
| |
| | | – |
| | ||
Cash flow from operating activities |
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| |
| |
| |
| | ( | – |
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| Exploration |
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| Refining |
| Marketing |
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For the year ended December 31, 2023 | & | Integrated | Integrated | & | & | |||||||||||
(M$) | Production | LNG | Power | Chemicals | Services | Corporate | Intercompany | Total | ||||||||
External sales |
| | | | | | | – | | |||||||
Intersegment sales |
| | |
| |
| |
| | | ( |
| – | |||
Excise taxes |
| – | – |
| – |
| ( |
| ( | – | – |
| ( | |||
Revenues from sales |
| | |
| |
| |
| | | ( |
| | |||
Operating expenses |
| ( | ( |
| ( |
| ( |
| ( | ( | |
| ( | |||
Depreciation, depletion and impairment of tangible assets and mineral interests |
| ( | ( |
| ( |
| ( |
| ( | ( | – |
| ( | |||
Net income (loss) from equity affiliates and other items |
| ( | |
| ( |
| ( |
| | ( | – |
| | |||
Tax on net operating income |
| ( | ( |
| ( |
| ( |
| ( | | – |
| ( | |||
Adjustments(a) | ( | ( | ( | ( | | ( | – | ( | ||||||||
Adjusted net operating income |
| | |
| |
| |
| | ( | – |
| | |||
Adjustments(a) | ( | |||||||||||||||
Net cost of net debt |
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| ( | |||||||||||||
Non-controlling interests |
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| ( | |||||||||||||
NET INCOME - TotalEnergies SHARE | | |||||||||||||||
(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value. | ||||||||||||||||
The management of balance sheet positions (including margin calls) related to centralized markets access for LNG, gas and power activities has been fully included in the Integrated LNG segment.
| Form 20-F 2024 TotalEnergies | F-25 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 3 |
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.
| Exploration |
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| Refining |
| Marketing |
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For the year ended December 31, 2023 | & | Integrated | Integrated | & | & | |||||||||||
(M$) | Production | LNG | Power | Chemicals | Services | Corporate | Intercompany | Total | ||||||||
Total expenditures |
| |
| |
| |
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| | | – |
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Total divestments |
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Cash flow from operating activities |
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| Exploration |
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| Refining |
| Marketing |
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For the year ended December 31, 2022 | & | Integrated | Integrated | & | & | |||||||||||
(M$) | Production | LNG | Power | Chemicals | Services | Corporate | Intercompany | Total | ||||||||
External sales |
| | | | | | | – | | |||||||
Intersegment sales |
| | |
| |
| |
| | | ( |
| – | |||
Excise taxes |
| – | – |
| – |
| ( |
| ( | – | – |
| ( | |||
Revenues from sales |
| | |
| |
| |
| | | ( |
| | |||
Operating expenses |
| ( | ( |
| ( |
| ( |
| ( | ( | |
| ( | |||
Depreciation, depletion and impairment of tangible assets and mineral interests |
| ( | ( |
| ( |
| ( |
| ( | ( | – |
| ( | |||
Net income (loss) from equity affiliates and other items | ( | | | | ( | | – | ( | ||||||||
Tax on net operating income |
| ( | ( |
| ( |
| ( |
| ( | | – |
| ( | |||
Adjustments(a) |
| ( | ( |
| |
| ( |
| | ( | – |
| ( | |||
Adjusted net operating income |
| | |
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| | ( | – |
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Adjustments(a) |
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| ( | |||||||||||||
Net cost of net debt |
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Non-controlling interests |
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NET INCOME - TotalEnergies SHARE |
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(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.
| Exploration |
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| Refining |
| Marketing |
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| ||||||
For the year ended December 31, 2022 | & | Integrated | Integrated | & | & | |||||||||||
(M$) | Production | LNG | Power | Chemicals | Services | Corporate | Intercompany | Total | ||||||||
Total expenditures | | |
| |
| |
| | | – |
| | ||||
Total divestments |
| |
| |
| |
| |
| | | – |
| | ||
Cash flow from operating activities |
| |
| |
| |
| |
| | ( | – |
| |
F-26 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 3 |
B) Additional information on adjustment items
The main adjustment items for 2024 are the following:
| 1) | An “Inventory valuation effect” amounting to $( |
| 2) | An “Effect of changes in fair value” amounting to $( |
| 3) | “Asset impairment and provisions charges” of $( |
| 4) | Capital gains on disposal for an amount of $ |
| 5) | Other adjustment items include $( |
The detail of the adjustment items is presented in the table below.
Adjustments to net operating income
For the year ended December 31, 2024 | Exploration & | Integrated | Integrated | Refining & | Marketing & | |||||||||
(M$) |
| Production |
| LNG |
| Power |
| Chemicals |
| Services | Corporate |
| Total | |
Inventory valuation effect |
| – |
| – |
| – |
| ( |
| ( | – |
| ( | |
Effect of changes in fair value |
| – |
| ( |
| ( |
| – |
| – | – |
| ( | |
Restructuring charges |
| – |
| – |
| ( |
| ( |
| ( | – |
| ( | |
Asset impairment and provisions charges |
| ( |
| ( |
| ( |
| ( |
| ( | – |
| ( | |
Gains (losses) on disposals of assets | | – | | ( | | – | | |||||||
Other items |
| ( |
| ( |
| ( |
| ( |
| ( | ( |
| ( | |
TOTAL |
| ( |
| ( |
| ( |
| ( |
| | ( |
| ( |
Adjustments to net operating income
For the year ended December 31, 2023 | Exploration & | Integrated | Integrated | Refining & | Marketing & | |||||||||
(M$) |
| Production |
| LNG |
| Power |
| Chemicals |
| Services | Corporate |
| Total | |
Inventory valuation effect |
| – |
| – |
| – |
| ( |
| ( | – |
| ( | |
Effect of changes in fair value |
| – |
| ( |
| |
| – |
| – | – |
| | |
Restructuring charges |
| – |
| – |
| ( |
| ( |
| – | – |
| ( | |
Asset impairment and provisions charges(a) |
| ( |
| ( |
| ( |
| ( |
| ( | – |
| ( | |
Gains (losses) on disposals of assets(b) | | – | – | – | | – | | |||||||
Other items(c) |
| ( |
| ( |
| |
| ( |
| ( | ( |
| ( | |
TOTAL |
| ( |
| ( |
| ( |
| ( |
| | ( |
| ( |
| (a) | Refer to Note 3.C “Asset impairment” |
| (b) | Refer to Note 6.1 “Other income and other expense” |
| (c) | "Other items" include $ |
Adjustments to net operating income
For the year ended December 31, 2022 | Exploration & | Integrated | Integrated | Refining & | Marketing & | |||||||||
(M$) |
| Production |
| LNG |
| Power |
| Chemicals |
| Services | Corporate |
| Total | |
Inventory valuation effect |
| – |
| – |
| – |
| |
| | – |
| | |
Effect of changes in fair value |
| – |
| |
| |
| – |
| – | – |
| | |
Restructuring charges |
| – |
| – |
| ( |
| – |
| ( | – |
| ( | |
Asset impairment and provisions charges(a) |
| ( |
| ( |
| ( |
| – |
| ( | ( |
| ( | |
Gains (losses) on disposals of assets | – | – | | – | – | – | | |||||||
Other items(b) |
| ( |
| ( |
| ( |
| ( |
| ( | ( |
| ( | |
TOTAL |
| ( |
| ( |
| |
| ( |
| | ( |
| ( |
| (a) | Of which $( |
| (b) | Other items represented $( |
| Form 20-F 2024 TotalEnergies | F-27 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 3 |
C) Asset impairment
Accounting principles The recoverable amounts of intangible assets and property, plant and equipment are tested for impairment as soon as any indication of impairment exists. This test is performed at least annually for goodwill. The recoverable amount is the higher of the fair value (less costs to sell) or the value in use. Assets are grouped into cash-generating units (or CGUs) and tested. A CGU is a homogeneous set of assets that generates cash inflows that are largely independent of the cash inflows from other groups of assets. The value in use of a CGU is determined by reference to the discounted expected future cash flows of these assets, based upon Management’s expectation of future economic and operating conditions. When this value is less than the carrying amount of the CGU, an impairment loss is recorded. This loss is allocated first to goodwill with a corresponding amount in “Other expenses”. Any further losses are then allocated to property, plant and mineral interests with a corresponding amount in “Depreciation, depletion and impairment of tangible assets and mineral interests” and to other intangible assets with a corresponding amount in “Other expenses”. Impairment losses recognized in prior periods can be reversed up to the original carrying amount, had the impairment loss not been recognized. Impairment losses recognized on goodwill cannot be reversed. Investments in associates or joint ventures are tested for impairment whenever indication of impairment exists. If any objective evidence of impairment exists, the carrying amount of the investment is compared with its recoverable amount, being the higher of its fair value less costs to sell and value in use. If the carrying amount exceeds the recoverable amount, an impairment loss is recorded in “Net income (loss) from equity affiliates”. |
For the financial year 2024, asset impairments were recorded for an amount of $(
Impairments relate to certain cash-generating units (CGUs) for which indicators of impairment have been identified, due to changes in operating conditions or the economic environment of the activities concerned.
Principles for determining value in use of a CGU
The principles applied in determining the recoverable amounts are as follows:
| Ø | the future cash flows were determined using the assumptions included in the 2025 budget and in the long-term plan of the Company approved by the Executive Committee and the Board of Directors. These assumptions, in particular including operational costs, estimation of oil and gas reserves, future volumes produced and marketed, represent the best estimate from the Company Management of economic and technical conditions over the remaining life of the assets; |
| Ø | the oil and gas price scenarios have been established based on data on global energy demand from the IEA’s World Energy Outlook, the latest edition of which was published in October 2024, and on its own supply and demand assessments; they take into account assumptions about the evolution of core indicators of the upstream activity (demand for hydrocarbons in different markets, investment forecasts, decline in production fields, changes in oil & gas reserves and supply by area and by nature of oil & gas products), of the downstream activity (changes in refining capacity and demand for petroleum products) and by integrating “climate” challenge; |
| Ø | these price scenarios, first prepared within the Strategy & Markets Division, are also reviewed with the Company segments which bring their own expertise. They also integrate studies issued by international agencies, banks and independent consultants. They are then approved by the Executive Committee and the Board of Directors; |
| Ø | the IEA 2024 World Energy Outlook presents three scenarios that are key references for the Company: the STEPS (Stated Policies Scenario) and APS (Announced Pledges Scenario) for the short/mid-term and the NZE (Net Zero Emissions by 2050) for the long-term; |
| Ø | the STEPS scenario only includes climate actions already implemented to date around the world and those under development; |
| Ø | the APS scenario takes into account all climate ambitions declared to date in the world, including the NDCs (Nationally Determined Contributions) and the carbon neutrality ambitions. According to the IEA, it is associated with a temperature increase of around 1.7°C. This scenario is compatible with the objective of the Paris Agreement to limit the temperature increase to “well below 2°C”; |
| Ø | the IEA’s NZE scenario is understood as the set of actions to be taken for the global energy sector to achieve net-zero CO2 emissions by 2050 and to be compatible with a +1.5°C scenario by 2100. This normative scenario is therefore not predictive of oil demand, and even less so of the price scenarios it proposes, particularly in the medium term (2030). Indeed, this scenario predicts that oil demand will peak in 2023 and decrease by 22% between 2023 and 2030, whereas, according to the latest IEA projections, oil demand in 2024 would be higher than in 2023 and continue to grow until 2029. According to projections from other energy companies or external consultants, demand would start to decline around 2030 (oil peak in 2031 according to Wood MacKenzie, in 2027 according to HIS Inflections); |
| Ø | beyond 2030, the oil price trajectory retained by the Company converges in the long term, to the price retained in 2050 by the IEA’s NZE scenario, i.e $ |
The oil price trajectories adopted by the Company are based on the following assumptions:
| Ø | oil demand experienced sustained growth post-Covid crisis, accompanying the global economic recovery, which generated strong tensions on energy prices from mid-2021, exacerbated in 2022 by the war in Ukraine. In 2023, global oil demand reached a record level, surpassing that of 2019 pre-Covid crisis. This increase was stimulated by the lifting of lockdown measures in China, allowing the resumption of industrial activity, particularly in the petrochemical sector, as well as the increase in air travel. In 2024, demand is expected to continue to grow, albeit at a slower pace, due to the economic slowdown in China and the end of the post-pandemic rebound effect. By 2030, oil consumption is expected to continue to grow, supported by population growth and rising living standards, particularly in emerging countries. However, this growth is expected to gradually slow down due to moderate global economic growth and the accelerated deployment of low-carbon substitute technologies. Some recent forecasts anticipate a peak in oil product demand in China as early as 2027. |
F-28 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 3 |
Moreover, supply is limited by the historical production cuts decided (and effectively implemented) by the OPEC+ coalition members, the discipline on upstream oil investments since the 2015 oil crisis, and the natural decline of currently producing fields. In the United States, while 2023 production was significantly higher than in 2019 and is expected to grow slightly in 2024, the recent sector consolidation (Permian, DJ, and Bakken) should reinforce investment profitability discipline and thus contain growth in the coming years.
Therefore, in this context of growing demand driven by emerging countries and constrained supply by OPEC+ countries and the United States, our scenario anticipates that prices will remain supported at $
| Ø | beyond 2030, given technological developments, particularly in the transport sector, the growth in oil demand would be low or even zero, and the selected price scenario decreases linearly to reach $ |
The average Brent prices over the period 2025-2050 thus stands at $
For natural gas, the transition fuel, the price trajectory adopted by the Company is based on the following assumptions:
| Ø | natural gas demand in 2021 has exceeded its pre-crisis level with very strong tensions on prices in Europe and, by extension, in Asia through LNG prices, as a result of the cuts in Russian pipe gas importation that began at the end of 2021 and continued in 2022 with the complete shutdown of the Nordstream. Global gas demand in 2022 was almost at the same level as in 2021. Global gas demand in 2023 was almost at the same level as in 2022 with the recourse to American LNG to replace Russian gas in Europe, still in competition with Asia. Gas prices in Asia and Europe have returned to much lower levels than the exceptionally high prices reached in the third quarter of 2022 but remain higher than before the crisis. The price of gas in the United States did not experience such a sharp increase in 2022 and has since stabilized. |
The Company anticipates in 2025 higher prices than before the crisis on the Asia, Europe and slightly on the United States hubs. Thereafter, natural gas demand would be driven by the same fundamentals as oil (decrease in Europe but resistance in Asia-Pacific), plus its substitution for coal in power generation and by its role as a flexible and controllable source to mitigate the intermittent use and seasonality of renewable energies. The abundant global gas supply and the upcoming wave of increased liquefied natural gas capacity (expected in 2027-28-29), would however limit the potential for higher gas prices. Beyond 2040, with the development of renewables including storage and hydrogen, gas demand is expected to stabilize.
In this context, the gas price level used to determine the value in use of the CGUs concerned is as follows:
| ◾ | for Europe: $ |
| ◾ | for the United States: $ |
| ◾ | for Asia: $ |
From 2040 onwards, the price trajectory converges towards the price retained in 2050 by the NZE scenario, i.e. $
The future operational costs were determined by taking into account the existing technologies, the fluctuation of prices for petroleum services in line with market developments and the internal cost reduction programs effectively implemented.
The determination of value in use also takes into account on all identified assets the impact of their CO2 emissions. Future scope 1 and 2 emissions of the assets concerned over the life of the assets are valued at $
The future cash flows are estimated over a period consistent with the life of the assets of the CGUs. They are prepared post-tax and take into account specific risks related to the CGUs’ assets. They are discounted using an
Impairment losses recognized by segment
The CGUs of the Exploration & Production segment are defined as oil and gas fields or groups of oil and gas fields with industrial assets enabling the production, treatment and evacuation of the oil and gas. For the financial year 2024, the Company recorded impairments of assets over CGUs of the Exploration & Production segment for $(
Impairments recognized in 2024 are mainly related to the exit from blocks 11B/12B and 5/6/7 in South Africa.
As for sensitivities of the Exploration & Production segment:
| Ø | a decrease by |
| Ø | an increase by |
| Ø | a decrease of |
| Ø | a decrease of |
| Ø | taking into account a CO2 cost of $ |
The CGUs of the Integrated LNG segment are subsidiaries or groups of subsidiaries organized by activity or geographical area, and by fields or groups of fields for upstream LNG activities. For the financial year 2024, the Company recorded impairments on CGUs in the Integrated LNG segment for $(
As for sensitivities of the Integrated LNG:
| Ø | a decrease by |
| Ø | an increase by |
| Form 20-F 2024 TotalEnergies | F-29 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 3 |
| Ø | a decrease of |
| Ø | a decrease of |
| Ø | taking into account a CO2 cost of $ |
The CGUs of the Integrated Power segment are subsidiaries or groups of subsidiaries organized by activity or geographical area. For the financial year 2024, the Company recorded impairments on CGUs in the Integrated Power segment for $(
Impairments recognized mainly relate to the Company’s minority stake in SunPower and Maxeon.
As for sensitivities of the Integrated Power:
| Ø | a decrease by |
| Ø | an increase by |
The CGUs of the Refining & Chemicals segment are subsidiaries or groups of subsidiaries organized by activity (grouping together the operational activities of refining and petrochemicals) and by relevant geographical area. Future cash flows are based on the gross contribution margin (calculated on the basis of net sales after purchases of crude oil and refined products, the effect of inventory valuation and variable costs). The other activities of the segment are global divisions, each division gathering a set of businesses or homogeneous products for strategic, commercial and industrial plans. Future cash flows are determined from the specific margins of these activities, unrelated to the price of oil.
For the financial year 2024, the Company has recorded impairments on CGUs in the Refining & Chemicals segment for an amount of $(
As for sensitivities of the Refining & Chemicals segment:
- | an increase by |
- | a decrease of |
The CGUs of the Marketing & Services segment are subsidiaries or groups of subsidiaries organized by relevant geographical area.
For the financial year 2024, the Company recorded impairments on the CGUs of the Marketing & Services segment for $(
Impairments recognized in years 2023 and 2022
For the financial year 2023, the Company recorded impairments in the Exploration & Production, Integrated LNG, Integrated Power, Refining & Chemicals, and Marketing & Services segments with an impact of $(
Impairments recorded on the CGUs of the Exploration & Production segment amounted to $(
Those recorded on the CGUs of the Integrated Power sector amounted to $(
Impairments recorded on the CGUs of the Refining & Chemicals sector amounted to $(
Finally, the impairments recorded on the CGUs of the Integrated LNG sector amounted to $(
These impairments were qualified as adjustments items of the net income, TotalEnergies share.
For the financial year 2022, the Company recorded impairments in Exploration & Production, Integrated Gas, Renewables & Power and Marketing & Services segments for an amount of $(
Impairments recognized in 2022 in Exploration & Production segment relate to the Company’s assets in Russia for an amount of $(
They also take into account the impairment of the North Platte project assets for $(
The impairments recognized also include a reversal of impairment on the Company’s assets in Canada. In the context of the project to spin-off the Company’s upstream activities in Canada, an impairment test was carried out, and the resulting value in use led to a reversal of impairment of $
Impairments recognized in 2022 on CGUs in the Integrated Gas, Renewables & Power segment for $(
Impairments recognized in 2022 in CGUs Marketing & Services segment for $(
These impairments were qualified as adjustments items of the net income, TotalEnergies share.
F-30 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 4 |
Note 4 Segment Information by geographical area
|
| Rest of |
| North |
|
| Rest of |
| ||||
(M$) | France | Europe | America | Africa | the world | Total | ||||||
For the year ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
External sales |
| |
| |
| |
| |
| |
| |
Property, plant and equipment, intangible assets, net |
| |
| |
| |
| |
| |
| |
For the year ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
| |
External sales |
| |
| |
| |
| |
| |
| |
Property, plant and equipment, intangible assets, net |
| |
| |
| |
| |
| |
| |
For the year ended December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
| |
External sales |
| |
| |
| |
| |
| |
| |
Property, plant and equipment, intangible assets, net |
| |
| |
| |
| |
| |
| |
| Form 20-F 2024 TotalEnergies | F-31 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 5 |
Note 5 Main items related to operating activities
Items related to the statement of income
5.1 Net sales
Accounting principles IFRS 15 requires identification of the performance obligations for the transfer of goods and services in each contract with customers. Revenue is recognized upon satisfaction of the performance obligations for the amounts that reflect the consideration to which TotalEnergies expects to be entitled in exchange for those goods and services. Sales of goods Revenues from sales are recognized when the control has been transferred to the buyer and the amount can be reasonably measured. Revenues from sales of crude oil and natural gas are recorded upon transfer of title, according to the terms of the sales contracts. |
Revenues from the production of crude oil and natural gas properties, in which TotalEnergies has an interest with other producers, are recognized based on actual entitlement volumes sold over the period. Any difference between entitlement volumes and volumes sold, based on TotalEnergies net working interest, are recognized in the “Under-lifting” and “Over-lifting” accounts in the balance sheet and in operating expenses in the profit and loss. Oil and gas delivered quantities that represent production royalties and taxes, when paid in cash, are included in revenues, except for the United States and Canada. Certain transactions within the trading activities (contracts involving quantities that are purchased from third parties then resold to third parties) are shown at their net value in purchases, net of inventory variation. These transactions relate in particular to crude oil, petroleum products, gas, power and LNG. Exchanges of crude oil and petroleum products realized within trading activities are shown at their net value in both the statement of income and the balance sheet. |
Sales of services Revenues from services are recognized when the services have been rendered. Revenues from gas transport are recognized when services are rendered. These revenues are based on the quantities transported and measured according to procedures defined in each service contract. Shipping revenues and expenses from time-charter activities are recognized on a pro rata basis over a period that commences upon the unloading of the previous voyage and terminates upon the unloading of the current voyage. Shipping revenue recognition starts only when a charter has been agreed to by both TotalEnergies and the customer. Income related to the distribution of electricity and gas is not recognized in revenues in certain countries because TotalEnergies acts as an agent in this transaction. In these countries, TotalEnergies is not responsible for the delivery and does not set the price of the service, because it can only pass on to the customer the amounts invoiced to it by the distributors. Excise taxes Excise taxes are rights or taxes which amount is calculated based on the quantity of oil and gas products put on the market. Excise taxes are determined by the states. They are paid directly to the customs and tax authorities and then invoiced to final customers by being included in the sales price. The analysis of the criteria set by IFRS 15 led TotalEnergies to determine that it was acting as principal in these transactions. Therefore, sales are presented on a gross basis, including excise taxes collected by TotalEnergies within the course of its oil distribution operations. In addition, the subtotal “Revenue from Sales” is presented as an additional line item in the P&L and is obtained by deducting Excise tax expenses from Sales. |
5.2 Operating expenses and research and development
Accounting principles TotalEnergies applies IFRS 6 “Exploration for and Evaluation of Mineral Resources”. Oil and gas exploration and production properties and assets are accounted for in accordance with the Successful Efforts method. Geological and geophysical costs, including seismic surveys for exploration purposes are expensed as incurred in exploration costs. Costs of dry wells and wells that have not found proved reserves are charged to expense in exploration costs. |
F-32 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 5 |
5.2.1 Operating expenses
For the year ended December 31, |
|
|
|
|
|
|
(M$) | 2024 | 2023 | 2022 | |||
Purchases, net of inventory variation (a) (b) |
| ( |
| ( |
| ( |
Exploration costs |
| ( |
| ( |
| ( |
Other operating expenses (c) |
| ( |
| ( |
| ( |
of which non-current operating liabilities (allowances) reversals |
| |
| |
| |
of which current operating liabilities (allowances) reversals |
| ( |
| ( |
| ( |
OPERATING EXPENSES |
| ( |
| ( |
| ( |
(a) | Includes taxes paid on oil and gas production in the Exploration & Production segment, amongst others royalties. |
(b) | TotalEnergies values under / over lifting at market value. |
(c) | Principally composed of production and administrative costs (refer in particular to payroll costs as detailed in Note 10 to the Consolidated Financial Statements “Payroll, staff and employee benefits obligations”). |
5.2.2 Research and development costs
Accounting principles Research costs are charged to expense as incurred. Development expenses are capitalized when the criteria of IAS 38 are met. |
Research and development costs incurred by TotalEnergies in 2024 and booked in operating expenses (excluding depreciations) amount to $
In 2024,
5.3 Amortization, depreciation and impairment of tangible assets and mineral interests
The amortization, depreciation and impairment of tangible assets and mineral interests are detailed as follows:
For the year ended December 31, |
|
|
|
|
|
|
(M$) | 2024 | 2023 | 2022 | |||
Depreciation and impairment of tangible assets |
| ( |
| ( |
| ( |
Amortization and impairment of mineral assets |
| ( |
| ( |
| ( |
TOTAL |
| ( |
| ( |
| ( |
| Form 20-F 2024 TotalEnergies | F-33 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 5 |
Items related to balance sheet
5.4 Working capital
5.4.1 Inventories
Accounting principles Inventories are measured in the Consolidated Financial Statements at the lower of historical cost or market value. Costs for petroleum and petrochemical products are determined according to the FIFO (First-In, First-Out) method or weighted-average cost method and other inventories are measured using the weighted-average cost method. In addition stocks held for trading are measured at fair value less cost to sell. Refining & Chemicals Petroleum product inventories are mainly comprised of crude oil and refined products. Refined products principally consist of gasoline, distillate and fuel produced by TotalEnergies’ refineries. The turnover of petroleum products does not exceed Crude oil costs include raw material and receiving costs. Refining costs principally include crude oil costs, production costs (energy, labor, depreciation of producing assets) and an allocation of production overheads (taxes, maintenance, insurance, etc.). Costs of chemical product inventories consist of raw material costs, direct labor costs and an allocation of production overheads. Start-up costs, general administrative costs and financing costs are excluded from the costs of refined and chemicals products. Marketing & Services The costs of products refined by TotalEnergies’ entities include mainly raw materials costs, production costs (energy, labor, depreciation of producing assets), primary costs of transport and an allocation of production overheads (taxes, maintenance, insurance, etc.). General administrative costs and financing costs are excluded from the cost price of products. Product inventories purchased from entities external to TotalEnergies are valued at their purchase cost plus primary costs of transport. Carbon dioxide emission rights generated as part of the EU Emission Trading scheme (EU ETS) In the absence of a current IFRS standard or interpretation on accounting for emission rights of carbon dioxide generated as part of the EU Emission Trading scheme (EU ETS), the following principles are applied: - Emission rights are managed as a cost of production and as such are recognized in inventories: ● Emission rights allocated for free are booked in inventories with a nil carrying amount; ● Purchased emission rights are booked at acquisition cost; ● Sales or annual surrender of emission rights result in decreases in inventories valued at weighted-average cost; ● If the carrying amount of inventories at closing date is higher than the market value, an impairment loss is recorded. - If emission rights to be surrendered at the end of the compliance period are higher than emission rights (allocated and purchased), the shortage is accounted for as a liability at market value; - Forward transactions are recognized at their fair market value in the balance sheet. Changes in the fair value of such forward transactions are recognized in the statement of income, unless hedge accounting has been applied. Energy savings certificates In the absence of current IFRS standards or interpretations on accounting for energy savings certificates (ESC), the following principles are applied: - If the obligations linked to the sales of energy are greater than the number of ESC’s held then a liability is recorded. These liabilities are valued based on the price of the last transactions; - In the event that the number of ESC’s held exceeds the obligation at the balance sheet date this is accounted for as inventory. Otherwise a valuation allowance is recorded; - ESC inventories are valued at weighted-average cost (acquisition cost for those ESC’s acquired or cost incurred for those ESC’s generated internally). If the carrying value of the inventory of certificates at the balance sheet date is higher than the market value, an impairment loss is recorded. |
F-34 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 5 |
As of December 31, 2024 |
| Valuation |
| |||
(M$) |
| Gross value |
| allowance |
| Net value |
Crude oil and natural gas |
| |
| ( |
| |
Refined products |
| |
| ( |
| |
Chemicals products |
| |
| ( |
| |
Trading inventories |
| |
| – |
| |
Other inventories |
| |
| ( |
| |
TOTAL |
| |
| ( |
| |
As of December 31, 2023 |
| Valuation |
| |||
(M$) |
| Gross value |
| allowance |
| Net value |
Crude oil and natural gas |
| |
| ( |
| |
Refined products |
| |
| ( |
| |
Chemicals products |
| |
| ( |
| |
Trading inventories |
| |
| – |
| |
Other inventories |
| |
| ( |
| |
TOTAL |
| |
| ( |
| |
As of December 31, 2022 |
| Valuation |
| |||
(M$) |
| Gross value |
| allowance |
| Net value |
Crude oil and natural gas |
| |
| ( |
| |
Refined products |
| |
| ( |
| |
Chemicals products |
| |
| ( |
| |
Trading inventories |
| |
| – |
| |
Other inventories |
| |
| ( |
| |
TOTAL |
| |
| ( |
| |
Changes in the valuation allowance on inventories are as follows:
|
|
| Currency |
| ||||
Valuation | translation | Valuation | ||||||
For the year ended December 31, | allowance as of | adjustment and | allowance as of | |||||
(M$) |
| January 1, | Increase (net) |
| other variations |
| December 31, | |
2024 |
| ( |
| | ( |
| ( | |
2023 |
| ( |
| ( | ( |
| ( | |
2022 |
| ( |
| ( | |
| ( |
5.4.2 Accounts receivable and other current assets
As of December 31, 2024 |
|
|
| Valuation |
|
|
(M$) | Gross value | allowance | Net value | |||
Accounts receivable |
| |
| ( |
| |
Recoverable taxes |
| |
| ( |
| |
Other operating receivables |
| |
| ( |
| |
Prepaid expenses |
| |
| – |
| |
Other current assets |
| |
| – |
| |
Other current assets |
| |
| ( |
| |
As of December 31, 2023 |
|
|
| Valuation |
|
|
(M$) | Gross value | allowance | Net value | |||
Accounts receivable |
| |
| ( |
| |
Recoverable taxes |
| |
| ( |
| |
Other operating receivables |
| |
| ( |
| |
Prepaid expenses |
| |
| – |
| |
Other current assets |
| |
| – |
| |
Other current assets |
| |
| ( |
| |
As of December 31, 2022 |
|
|
| Valuation |
|
|
(M$) | Gross value | allowance | Net value | |||
Accounts receivable |
| |
| ( |
| |
Recoverable taxes |
| |
| ( |
| |
Other operating receivables |
| |
| ( |
| |
Prepaid expenses |
| |
| – |
| |
Other current assets |
| |
| – |
| |
Other current assets |
| |
| ( |
| |
| Form 20-F 2024 TotalEnergies | F-35 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 5 |
Changes in the valuation allowance on “Accounts receivable” and “Other current assets” are as follows:
Currency | ||||||||
Valuation | translation | Valuation | ||||||
allowance as of | adjustments and | allowance as of | ||||||
For the year ended December 31, (M$) |
| January 1, |
| Increase (net) |
| other variations |
| December 31, |
Accounts receivable |
|
|
|
|
|
|
|
|
2024 |
| ( |
| ( |
| |
| ( |
2023 |
| ( |
| ( |
| |
| ( |
2022 |
| ( |
| ( |
| |
| ( |
Other current assets |
|
|
|
|
|
|
|
|
2024 |
| ( |
| |
| |
| ( |
2023 |
| ( |
| ( |
| |
| ( |
2022 |
| ( |
| ( |
| |
| ( |
As of December 31, 2024, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was $
As of December 31, 2023, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was $
As of December 31, 2022, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was $
5.4.3 Other creditors and accrued liabilities
As of December 31, (M$) |
| 2024 |
| 2023 |
| 2022 |
Accruals and deferred income |
| |
| |
| |
Payable to States (including taxes and duties) |
| |
| |
| |
Payroll |
| |
| |
| |
Other operating liabilities |
| |
| |
| |
TOTAL |
| |
| |
| |
As of December 31, 2024, the heading “Other operating liabilities” notably includes the second quarterly interim dividend for the fiscal year 2024 for $
As of December 31, 2023, the heading “Other operating liabilities” notably included the second quarterly interim dividend for the fiscal year 2023 for $
As of December 31, 2022, the heading “Other operating liabilities” notably included the second quarterly interim dividend for the fiscal year 2022 for $
F-36 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Notes 5 |
Items related to the cash flow statement
5.5 Cash flow from operating activities
Accounting principles The cash flows incurred in currencies other than dollar has been translated into dollars using the exchange rate on the transaction date or the average exchange rate for the period. Currency translation differences arising from the translation of monetary assets and liabilities denominated in foreign currency into dollars using the closing exchange rates are shown in the consolidated statement of cash flows under “Effect of exchange rates”. Therefore, the consolidated statement of cash flows will not agree with the figures derived from the consolidated balance sheet. |
The following table gives additional information on cash paid or received in the cash flow from operating activities.
Detail of interest, taxes and dividends
For the year ended December 31, (M$) |
| 2024 |
| 2023 |
| 2022 |
Interests paid |
| ( |
| ( |
| ( |
Interests received |
| |
| |
| |
Income tax paid(a) |
| ( |
| ( |
| ( |
Dividends received |
| |
| |
| |
(a) | These amounts include taxes paid in kind under production-sharing contracts in exploration and production activities. |
Detail of changes in working capital
For the year ended December 31, (M$) |
| 2024 |
| 2023 |
| 2022 |
Inventories |
| ( |
| |
| ( |
Accounts receivable |
| |
| |
| ( |
Other current assets |
| ( |
| |
| ( |
Accounts payable |
| ( |
| |
| |
Other creditors and accrued liabilities |
| |
| ( |
| |
NET AMOUNT, DECREASE (INCREASE) |
| |
| |
| |
Detail of changes in provisions and deferred taxes
As of December 31, (M$) | 2024 | 2023 | 2022 | |||
Accruals |
| ( |
| |
| |
Deferred taxes |
| |
| |
| |
TOTAL |
| |
| |
| |
| Form 20-F 2024 TotalEnergies | F-37 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 6 |
Note 6 Other items from operating activities
6.1 Other income and other expense
|
|
|
|
|
| |
For the year ended December 31, (M$) |
| 2024 |
| 2023 |
| 2022 |
Gains on disposal of assets |
| |
| |
| |
Foreign exchange gains |
| |
| – |
| |
Other |
| |
| |
| |
OTHER INCOME |
| |
| |
| |
Losses on disposal of assets |
| ( |
| ( |
| ( |
Foreign exchange losses |
| ( |
| ( |
| ( |
Amortization of other intangible assets (excl. mineral interests) |
| ( |
| ( |
| ( |
Other |
| ( |
| ( |
| ( |
OTHER EXPENSE |
| ( |
| ( |
| ( |
Other income
In 2024, gains on disposal of assets are mainly related to the partial divestment of retail network in Belgium and Luxembourg and the full divestment in the Netherlands for the Marketing & Services segment. This amount includes the revaluation of shares held and consolidated under the equity method in Belgium and Luxembourg.
In 2023, gains on disposal of assets were mainly related to the disposal of the retail network in Germany in the Marketing & Services segment, to the sale of the
In 2022, gains on disposal of assets were mainly related to the partial disposal of TotalEnergies’ interest in its subsidiary which owns
Other expense
In 2024, the heading “Other” mainly consists in the depreciation of a loan towards the minor participation of the company in SunPower.
In 2023, the heading "Other" mainly included impairments related to the Yunlin offshore wind project in Taiwan in the segment Integrated Power and to the divestment project of Natref refinery in South Africa in the segment Refining & Chemicals.
In 2022, losses on disposal were mainly related to the recycling in expenses of Exploration & Production, of an amount of $
6.2 Other financial income and expense
As of December 31, (M$) |
| 2024 |
| 2023 |
| 2022 |
Dividend income on non-consolidated subsidiaries | | | | |||
Capitalized financial expenses |
| |
| |
| |
Other |
| |
| |
| |
OTHER FINANCIAL INCOME |
| |
| |
| |
Accretion of asset retirement obligations |
| ( |
| ( |
| ( |
Other |
| ( |
| ( |
| ( |
OTHER FINANCIAL EXPENSE |
| ( |
| ( |
| ( |
6.3 Other non-current assets
As of December 31, 2024 |
| Valuation |
| |||
(M$) |
| Gross value |
| allowance |
| Net value |
Loans and advances (a) |
| |
| ( |
| |
Other non-current financial assets related to operational activities | | – | | |||
Other |
| |
| – |
| |
TOTAL |
| |
| ( |
| |
As of December 31, 2023 |
| Valuation |
| |||
(M$) |
| Gross value |
| allowance |
| Net value |
Loans and advances (a) |
| |
| ( |
| |
Other non-current financial assets related to operational activities | | – | | |||
Other |
| |
| – |
| |
TOTAL |
| |
| ( |
| |
F-38 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 6 |
As of December 31, 2022 |
| Valuation |
| |||
(M$) |
| Gross value |
| allowance |
| Net value |
Loans and advances (a) |
| |
| ( |
| |
Other non-current financial assets related to operational activities | | – | | |||
Other |
| |
| – |
| |
TOTAL |
| |
| ( |
| |
(a) | Excluding loans to equity affiliates. |
Changes in the valuation allowance on loans and advances are detailed as follows:
Currency | ||||||||||
Valuation | translation | Valuation | ||||||||
For the year ended December 31, | allowance as of | adjustment and | allowance as of | |||||||
(M$) |
| January 1, |
| Increases |
| Decreases |
| other variations |
| December 31, |
2024 |
| ( |
| ( |
| | |
| ( | |
2023 |
| ( |
| ( |
| | ( |
| ( | |
2022 |
| ( |
| ( |
| | |
| ( |
| Form 20-F 2024 TotalEnergies | F-39 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 7 |
Note 7 Intangible and tangible assets
7.1 Intangible assets
Accounting principles Goodwill Guidance for measuring goodwill is presented in Note 1.1 paragraph B to the Consolidated Financial Statements. Goodwill is not amortized but is tested for impairment at least annually and as soon as there is any indication of impairment. Mineral interests Unproved mineral interests are tested for impairment based on the results of the exploratory activity or as part of the impairment tests of the cash-generating units to which they are allocated. Unproved mineral interests are transferred to proved mineral interests at their net book value as soon as proved reserves are booked. Proved mineral interests are depreciated using the unit-of-production method based on proved reserves. The corresponding expense is recorded as depreciation of tangible assets and mineral interests. Other intangible assets Other intangible assets include patents, and trademarks. Intangible assets are carried at cost, after deducting any accumulated amortization and accumulated impairment losses. Intangible assets (excluding mineral interests) that have a finite useful life are amortized on a straight-line basis over to |
As of December 31, 2024 |
|
| Amortization and |
|
| |
(M$) |
| Cost |
| impairment |
| Net |
Goodwill |
| |
| ( |
| |
Proved mineral interests |
| |
| ( |
| |
Unproved mineral interests |
| |
| ( |
| |
Other intangible assets |
| |
| ( |
| |
TOTAL INTANGIBLE ASSETS |
| |
| ( |
| |
As of December 31, 2023 |
|
|
| Amortization and |
|
|
(M$) |
| Cost |
| impairment |
| Net |
Goodwill |
| |
| ( |
| |
Proved mineral interests |
| |
| ( |
| |
Unproved mineral interests |
| |
| ( |
| |
Other intangible assets |
| |
| ( |
| |
TOTAL INTANGIBLE ASSETS |
| |
| ( |
| |
As of December 31, 2022 |
|
|
| Amortization and |
|
|
(M$) |
| Cost |
| impairment |
| Net |
Goodwill |
| |
| ( |
| |
Proved mineral interests |
| |
| ( |
| |
Unproved mineral interests |
| |
| ( |
| |
Other intangible assets |
| |
| ( |
| |
TOTAL INTANGIBLE ASSETS |
| |
| ( |
| |
F-40 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 7 |
Change in net intangible assets is analyzed in the following table:
Currency | ||||||||||||||
Net amount as of | Amortization and | translation | Net amount as of | |||||||||||
(M$) |
| January 1, |
| Expenditures |
| Disposals |
| impairment |
| adjustment |
| Other |
| December 31, |
2024 |
| |
| |
| ( |
| ( |
| ( |
| |
| |
2023 |
| |
| |
| ( |
| ( |
| |
| |
| |
2022 |
| |
| |
| ( |
| ( |
| ( |
| ( |
| |
In 2024, the heading “Amortization and impairment” includes the impact of exceptional asset impairments recorded for $
In 2024, the heading “Other” mainly reflects changes in the consolidation scope, in particular the acquisition of upstream gas assets from SapuraOMV for $
In 2023, the heading “Amortization and impairment” included the accounting impact of exceptional asset impairments for an amount of $
In 2023, the heading “Other” mainly reflected changes in the consolidation scope, in particular the acquisition of Total Eren for $
In 2022, the heading “Amortization and impairment” included the accounting impact of exceptional asset impairments for an amount of $
In 2022, the heading “Other” mainly reflected changes in the consolidation scope (in particular the removal of SunPower from the scope of consolidation for $
A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 2024 is as follows:
Net goodwill as of | Net goodwill as of | |||||||||
(M$) |
| January 1, 2024 |
| Increases |
| Impairments |
| Other |
| December 31, 2024 |
Exploration & Production |
| |
| – |
| – |
| ( |
| |
Integrated LNG | |
| |
| – |
| ( |
| | |
Integrated Power | | | – | ( | | |||||
Refining & Chemicals |
| |
| |
| – |
| ( |
| |
Marketing & Services |
| |
| |
| – |
| ( |
| |
Corporate |
| |
| – |
| – |
| – |
| |
TOTAL |
| |
| |
| – |
| ( |
| |
| Form 20-F 2024 TotalEnergies | F-41 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 7 |
7.2 Property, plant and equipment
Accounting principles Exploration costs TotalEnergies applies IFRS 6 “Exploration for and Evaluation of Mineral Resources”. Oil and gas exploration and production properties and assets are accounted for in accordance with the Successful Efforts method. Exploratory wells are capitalized and tested for impairment on an individual basis as follows: - Costs of exploratory wells which result in proved reserves are capitalized and then depreciated using the unit-of-production method based on proved developed reserves; - Costs of exploratory wells are capitalized as work in progress until proved reserves have been found, if both of the following conditions are met: ● The well has found a sufficient quantity of reserves to justify, if appropriate, its completion as a producing well, assuming that the required capital expenditures are made; ● TotalEnergies is making sufficient progress assessing the reserves and the economic and operating viability of the project. This progress is evaluated on the basis of indicators such as whether additional exploratory works are under way or firmly planned (wells, seismic or significant studies), whether costs are being incurred for development studies and whether TotalEnergies is waiting for governmental or other third-party authorization on a proposed project, or availability of capacity on an existing transport or processing facility. Costs of exploratory wells not meeting these conditions are charged to “Exploration costs”. Oil and Gas production assets of exploration and production activities Development costs of oil and gas production facilities are capitalized. These costs include borrowing costs incurred during the period of construction and the present value of estimated future costs of asset retirement obligations. The depletion rate of development wells and of production assets is equal to the ratio of oil and gas production for the period to proved developed reserves (unit-of-production method). In the event that, due to the price effect on reserves evaluation, the unit-of-production method does not reflect properly the useful life of the asset, an alternative depreciation method is applied based on the reserves evaluated with the price of the previous year. As of December 31, 2024, 2023 and 2022, this alternative method is not applied as, given the price used to assess the reserves, the unit-of-production method correctly reflects the useful life of the assets. With respect to phased development projects or projects subject to progressive well production start-up, the fixed assets’ depreciable amount, excluding production or service wells, is adjusted to exclude the portion of development costs attributable to the undeveloped reserves of these projects. With respect to production sharing contracts, the unit-of-production method is based on the portion of production and reserves assigned to TotalEnergies taking into account estimates based on the contractual clauses regarding the reimbursement of exploration, development and production costs (cost oil/gas) as well as the sharing of hydrocarbon rights after deduction of cost oil (profit oil/gas). Hydrocarbon transportation and processing assets are depreciated using the unit-of-production method based on throughput or by using the straight-line method whichever best reflects the economic life of the asset. | |
Other property, plant and equipment Other property, plant and equipment are carried at cost, after deducting any accumulated depreciation and accumulated impairment losses. This cost includes borrowing costs directly attributable to the acquisition or production of a qualifying asset incurred until assets are placed in service. Borrowing costs are capitalized as follows: ● if the project benefits from a specific funding, the capitalization of borrowing costs is based on the borrowing rate; ● if the project is financed by all TotalEnergies’ debt, the capitalization of borrowing costs is based on the weighted average borrowing cost for the period. Routine maintenance and repairs are charged to expense as incurred. The costs of major turnarounds of refineries and large petrochemical units are capitalized as incurred and depreciated over the period of time between two consecutive major turnarounds. Other property, plant and equipment are depreciated using the straight-line method over their useful lives, which are as follows: | |
● Furniture, office equipment, machinery and tools | - |
● Transportation equipment | - |
● Storage tanks and related equipment | - |
● Specialized complex installations and pipelines | - |
● Buildings | - |
F-42 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 7 |
As of December 31, 2024 |
|
| Depreciation and |
| ||
(M$) |
| Cost |
| impairment |
| Net |
Property, plant and equipment of exploration and production activities |
|
|
| |||
Proved properties |
| |
| ( |
| |
Unproved properties |
| |
| ( |
| |
Work in progress |
| |
| ( |
| |
Subtotal |
| |
| ( |
| |
Other property, plant and equipment |
|
|
| |||
Land |
| |
| ( |
| |
Machinery, plant and equipment (including transportation equipment) |
| |
| ( |
| |
Buildings |
| |
| ( |
| |
Work in progress |
| |
| ( |
| |
Other |
| |
| ( |
| |
Subtotal |
| |
| ( |
| |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
| |
| ( |
| |
As of December 31, 2023 | Depreciation and | |||||
(M$) |
| Cost |
| impairment |
| Net |
Property, plant and equipment of exploration and production activities |
|
|
| |||
Proved properties |
| |
| ( |
| |
Unproved properties |
| |
| ( |
| |
Work in progress |
| |
| ( |
| |
Subtotal |
| |
| ( |
| |
Other property, plant and equipment |
|
|
| |||
Land |
| |
| ( |
| |
Machinery, plant and equipment (including transportation equipment) |
| |
| ( |
| |
Buildings |
| |
| ( |
| |
Work in progress |
| |
| ( |
| |
Other |
| |
| ( |
| |
Subtotal |
| |
| ( |
| |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
| |
| ( |
| |
As of December 31, 2022 | Depreciation and | |||||
(M$) |
| Cost |
| impairment |
| Net |
Property, plant and equipment of exploration and production activities |
|
|
| |||
Proved properties |
| |
| ( |
| |
Unproved properties |
| |
| ( |
| |
Work in progress |
| |
| ( |
| |
Subtotal |
| |
| ( |
| |
Other property, plant and equipment |
|
|
| |||
Land |
| |
| ( |
| |
Machinery, plant and equipment (including transportation equipment) |
| |
| ( |
| |
Buildings |
| |
| ( |
| |
Work in progress |
| |
| ( |
| |
Other |
| |
| ( |
| |
Subtotal |
| |
| ( |
| |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
| |
| ( |
| |
Change in net property, plant and equipment is analyzed in the following table:
Currency | ||||||||||||||
Net amount as of | Depreciation and | translation | Net amount as of | |||||||||||
(M$) |
| January 1, |
| Expenditures |
| Disposals |
| impairment |
| adjustment |
| Other |
| December 31, |
2024 | | | ( | ( | ( | | | |||||||
2023 | | | ( | ( | | | | |||||||
2022 |
| | | ( | ( | ( | | |
In 2024, the heading “Disposals” mainly includes the impact of the sale of a
In 2024, the heading “Depreciation and impairment” includes the impact of exceptional asset impairments and capitalized exploration charges recorded for $
In 2024, the heading “Other” includes in particular the impact of changes in the consolidation scope for $(
| Form 20-F 2024 TotalEnergies | F-43 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 7 |
In 2023, the heading “Disposals” mainly included the impact of the sale of assets in Canada to ConocoPhillips of $
In 2023, the heading “Depreciation and impairment” included the impact of impairments of assets recognized for an amount of $
In 2023, the heading “Other” included in particular the impact of changes in the consolidation scope for $
In 2022, the heading “Disposals” mainly included the impact of the transfer of assets from TotalEnergies East Africa Midstream to the equity - accounted company EACOP for $
In 2022, the heading “Depreciation and impairment” included the impact of impairments of assets recognized for an amount of $
In 2022, the heading “Other” included the impact of changes in the consolidation scope, and the impact of new IFRS 16 contracts during the year (mainly FPSOs and vessels) for an amount of $
Following the application of IFRS 16 “Leases”, property, plant and equipment as at December 31, 2024, 2023 and 2022 presented above include the following amounts for rights of use of assets:
As of December 31, 2024 | Depreciation and | |||||
(M$) |
| Cost |
| impairment |
| Net |
Property, plant and equipment of exploration and production activities |
| |
| ( | | |
Other property, plant and equipment |
|
| ||||
Land |
| |
| ( |
| |
Machinery, plant and equipment (including transportation equipment) |
| |
| ( |
| |
Buildings |
| |
| ( |
| |
Other |
| |
| ( |
| |
Subtotal |
| |
| ( |
| |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
| |
| ( |
| |
As of December 31, 2023 | Depreciation and | |||||
(M$) |
| Cost |
| impairment |
| Net |
Property, plant and equipment of exploration and production activities |
| |
| ( | | |
Other property, plant and equipment |
|
| ||||
Land |
| |
| ( |
| |
Machinery, plant and equipment (including transportation equipment) |
| |
| ( |
| |
Buildings |
| |
| ( |
| |
Other |
| |
| ( |
| |
Subtotal |
| |
| ( |
| |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
| |
| ( |
| |
As of December 31, 2022 | Depreciation and | |||||
(M$) |
| Cost |
| impairment |
| Net |
Property, plant and equipment of exploration and production activities |
| |
| ( |
| |
Other property, plant and equipment |
|
| ||||
Land |
| |
| ( |
| |
Machinery, plant and equipment (including transportation equipment) |
| |
| ( |
| |
Buildings |
| |
| ( |
| |
Other |
| |
| ( |
| |
Subtotal |
| |
| ( |
| |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
| |
| ( |
| |
F-44 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 8 |
Note 8 Equity affiliates, other investments and related parties
8.1 EQUITY AFFILIATES: INVESTMENTS AND LOANS
Accounting principles Under the equity method, the investment in the associate or joint venture is initially recognized at acquisition cost and subsequently adjusted to recognize TotalEnergies’ share of the net income and other comprehensive income of the associate or joint venture. Unrealized gains on transactions between TotalEnergies and its equity-accounted entities are eliminated to the extent of TotalEnergies’ interest in the equity accounted entity. In equity affiliates, goodwill is included in investment book value. In cases where TotalEnergies holds less than 20% of the voting rights in another entity, the determination of whether TotalEnergies exercises significant influence is also based on other facts and circumstances: representation on the Board of Directors or an equivalent governing body of the entity, participation in policy-making processes, including participation in decisions relating to dividends or other distributions, significant transactions between the investor and the entity, exchange of management personnel, or provision of essential technical information. |
The contribution of equity affiliates in the consolidated balance sheet, consolidated statement of income and consolidated statement of comprehensive income is presented below:
Equity value | ||||||
As of December 31, | ||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Total Associates |
| |
| |
| |
Total Joint ventures |
| |
| |
| |
TOTAL |
| |
| |
| |
Loans |
| |
| |
| |
TOTAL |
| |
| |
| |
Profit/(loss) |
|
|
| |||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Total Associates |
| |
| |
| ( |
Total Joint ventures |
| |
| |
| |
TOTAL |
| |
| |
| ( |
Other comprehensive income |
|
|
| |||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Total Associates |
| |
| ( |
| |
Total Joint ventures |
| ( |
| ( |
| |
TOTAL |
| ( |
| ( |
| |
A) Information related to associates
Information (100% basis) related to significant associates is as follows:
Liquefaction entities | Novatek(a) | ||||||||
Exploration & Production activities (M$) |
| 2024 | 2023 |
| 2022 |
| 2022 | ||
Non-current assets |
| | |
| |
| – |
| |
Current assets |
| | |
| |
| – |
| |
TOTAL ASSETS |
| | |
| |
| – |
| |
Shareholder’s equity |
| | |
| |
| – |
| |
Non-current liabilities |
| | |
| |
| – |
| |
Current liabilities |
| | |
| |
| – |
| |
TOTAL LIABILITIES |
| | |
| |
| – |
| |
Revenues from sales |
| | |
| |
| – |
| |
Net income |
| | |
| |
| – |
| |
Other comprehensive income |
| – | – |
| – |
| – |
| |
% owned |
| | % | ||||||
Equity value |
| | |
| |
| – |
| |
Including goodwill and identifiable assets | | | | – | |||||
Profit/(loss) |
| | |
| ( |
| ( |
| |
Share of other comprehensive income, net amount |
| | ( |
| ( |
| |
| |
Dividends paid to TotalEnergies |
| | |
| |
| |
| |
(a) | Information includes the best Company’s estimates of results at the date of TotalEnergies’ financial statements. |
As of 31 December 2024, 31 December 2023 and 31 December 2022, Novatek is no longer consolidated as an equity accounted affiliate in the Company’s Consolidated Financial Statements. This stake is recognized in "Other investments" and is measured in accordance with IFRS 9 at fair value through profit or loss. In the context of the Russian-Ukrainian conflict, the Company considers that the market value of Novatek is not representative of its fair value. As of 31 December 2024, and as of 31 December 2023 and 31 December 2022, the Company retained a zero fair value given the very significant uncertainties on any valuation assumption for the stake in Novatek.
| Form 20-F 2024 TotalEnergies | F-45 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 8 |
TotalEnergies’ interests in associates operating liquefaction plants are combined. The amounts include investments in Nigeria LNG (
Renewables and Electricity activities | Adani Green Energy Limited | ||||||
(M$) |
| 2024 |
| 2023 |
| 2022 | |
Non-current assets | | | | ||||
Current assets | | | | ||||
TOTAL ASSETS | | | | ||||
Shareholder’s equity | | | | ||||
Non-current liabilities | | | | ||||
Current liabilities | | | | ||||
TOTAL LIABILITIES | | | | ||||
Revenues from sales | | | | ||||
Net income | | | | ||||
Other comprehensive income | ( | | ( | ||||
% owned | | % | | % | | % | |
Equity value | | | | ||||
including goodwill and identifiable assets | | | | ||||
Profit/(loss) | | | | ||||
Share of other comprehensive income, net amount | | | | ||||
Dividends paid to TotalEnergies | – | – | – | ||||
Saudi Aramco Total | ||||||||||||
Refining & Chemicals activities | Refining & Petrochemicals | Qatar | ||||||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
| 2024 |
| 2023 |
| 2022 |
Non-current assets | |
| |
| |
| |
| |
| | |
Current assets |
| |
| |
| |
| |
| |
| |
TOTAL ASSETS |
| |
| |
| |
| |
| |
| |
Shareholder’s equity |
| |
| |
| |
| |
| |
| |
Non-current liabilities |
| |
| |
| |
| |
| |
| |
Current liabilities |
| |
| |
| |
| |
| |
| |
TOTAL LIABILITIES |
| |
| |
| |
| |
| |
| |
Revenues from sales |
| |
| |
| |
| |
| |
| |
Net income |
| |
| |
| |
| |
| |
| |
Other comprehensive income |
| ( |
| ( |
| |
| |
| ( |
| ( |
% owned |
| | % | | % | | % | |||||
Equity value |
| |
| |
| |
| |
| |
| |
including goodwill and identifiable assets | – | – | – | – | – | – | ||||||
Profit/(loss) |
| |
| |
| |
| |
| |
| |
Share of other comprehensive income, net amount |
| |
| ( |
| |
| |
| ( |
| |
Dividends paid to TotalEnergies |
| |
| |
| – |
| |
| |
| |
Saudi Aramco Total Refining & Petrochemicals is an entity including a refinery in Jubail, Saudi Arabia, with a capacity of
The TotalEnergies’ interests in associates of the Refining & Chemicals segment, operating steam crackers and polyethylene lines in Qatar have been combined: Qatar Petrochemical Company Ltd. (
F-46 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 8 |
B) Information related to joint ventures
The information (100% gross) related to significant joint ventures is as follows:
Liquefaction entities | GIP III Zephyr | Hanwha TotalEnergies | |||||||||||||||||
(Integrated LNG) | (Integrated | Petrochemical Co.Ltd | |||||||||||||||||
Power) | (Refining & Chemicals) | ||||||||||||||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
| 2024 |
| 2023 | 2022 | 2024 |
| 2023 |
| 2022 | |||
Non-current assets | |
| |
| | |
| | | | | | |||||||
Current assets excluding cash and cash equivalents |
| |
| |
| | | | | |
| |
| | |||||
Cash and cash equivalents |
| |
| |
| | |
| | | |
| |
| | ||||
TOTAL ASSETS |
| |
| |
| | |
| | | |
| |
| | ||||
Shareholder’s equity - Group share |
| |
| |
| | |
| | | |
| |
| | ||||
Shareholder's equity - Non controlling interests | – | – | – | | | | – | – | – | ||||||||||
Other non-current liabilities |
| |
| |
| | |
| | | |
| |
| | ||||
Non-current financial debts |
| |
| |
| | |
| | | |
| |
| | ||||
Other current liabilities |
| |
| |
| | |
| | | |
| |
| | ||||
Current financial debts |
| |
| – |
| – | |
| | | |
| |
| | ||||
TOTAL LIABILITIES |
| |
| |
| | |
| | | |
| |
| | ||||
Revenues from sales |
| |
| |
| | |
| | | |
| |
| | ||||
Depreciation and depletion of tangible assets and mineral interests |
| ( |
| ( |
| ( | ( |
| ( | ( | ( |
| ( |
| ( | ||||
Interest income |
| |
| |
| | |
| | | – |
| – |
| – | ||||
Interest expense |
| ( |
| ( |
| ( | ( |
| ( | ( | ( |
| ( |
| ( | ||||
Income taxes |
| ( |
| ( |
| ( | ( |
| – | – | ( |
| |
| ( | ||||
Net income |
| |
| |
| | |
| | ( | ( |
| ( |
| | ||||
Non-controlling interests | – | – | – | | ( | | – | – | – | ||||||||||
Other comprehensive income |
| ( |
| ( |
| | – |
| ( | – | ( |
| ( |
| ( | ||||
% owned |
| | % | | % | | % | | % | | % | | % | ||||||
Equity value |
| |
| |
| | |
| | | |
| |
| | ||||
including goodwill and identifiable assets |
| |
| |
| | | (a) | | | – |
| – |
| – | ||||
Profit/(loss) |
| |
| |
| | |
| | ( | ( |
| ( |
| | ||||
Share of other comprehensive income, net amount |
| ( |
| ( |
| | – |
| ( | – | ( |
| ( |
| ( | ||||
Dividends paid to TotalEnergies |
| |
| |
| | |
| | | – |
| |
| | ||||
| (a) | Goodwill represents the valuation of this entity’s ability to generate future projects in the field of renewable energy and amounts to M$ |
TotalEnergies’ interests in joint ventures operating liquefaction plants have been combined. The amounts include investments in Yamal LNG in Russia (
GIP III Zephyr Holdings, LLC holds the shares of Clearway Energy Group (CEG), a developer of renewables projects, owning
Hanwha TotalEnergies Petrochemical Co., Ltd is a South Korean company that operates a petrochemical complex in Daesan (condensate separator, steam cracker, styrene, paraxylene, polyolefins).
Off-balance sheet commitments relating to joint ventures are disclosed in Note 13 of the Consolidated Financial Statements.
C) Other equity affiliates
In TotalEnergies share, the main aggregated financial items in equity affiliates including assets held for sale, which have not been presented individually are as follows:
2024 | 2023 | 2022 | ||||||||||
As of December 31, | Joint | Joint | Joint | |||||||||
(M$) |
| Associates |
| ventures |
| Associates |
| ventures |
| Associates |
| ventures |
Non-current assets | | | | | | | ||||||
Current assets |
| |
| |
| |
| |
| |
| |
TOTAL ASSETS |
| |
| |
| |
| |
| |
| |
Shareholder’s equity - TotalEnergies share |
| |
| |
| |
| |
| |
| |
Shareholder’s equity - Non controlling interests | – | ( | – | | – | | ||||||
Non-current liabilities |
| |
| |
| |
| |
| |
| |
Current liabilities |
| |
| |
| |
| |
| |
| |
TOTAL LIABILITIES |
| |
| |
| |
| |
| |
| |
| Form 20-F 2024 TotalEnergies | F-47 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 8 |
2024 | 2023 | 2022 | ||||||||||
For the year ended December 31, | Joint | Joint | Joint | |||||||||
(M$) |
| Associates |
| ventures |
| Associates |
| ventures |
| Associates |
| ventures |
Revenues from sales | | |
| | |
| | | ||||
Net income |
| |
| ( |
| |
| ( |
| |
| |
Non-controlling interests | – | | – | ( | – | – | ||||||
Share of other comprehensive income items |
| |
| ( |
| |
| ( |
| |
| |
Equity value |
| |
| |
| |
| |
| |
| |
Profit/(Loss) | | ( | ( | ( | | | ||||||
Dividends paid to TotalEnergies |
| |
| |
| |
| |
| |
| |
8.2 OTHER INVESTMENTS
Accounting principles Other investments are equity instruments and are measured according to IFRS 9 at fair value through profit or loss (default option). On initial recognition, the standard allows to make an election to record the changes of fair value in other comprehensive income. For these equity instruments, only dividends can be recognized in profit or loss. TotalEnergies recognizes changes in fair value in equity or in profit or loss according to the option chosen on an instrument by instrument basis. For quoted shares on active markets, this fair value is based on the market price. |
| As of |
|
|
| As of | |||
As of December 31, 2024 | January 1, | Increase - | Change in | December 31, | ||||
(M$) | 2024 | Decrease | fair value | 2024 | ||||
Next Decade Corporation | | – | | | ||||
Other shares at fair value through other comprehensive income (unit value < $50M) |
| |
| |
| |
| |
Equity instruments recorded at fair value through other comprehensive income |
| |
| |
| |
| |
BTC Limited |
| |
| – |
| – |
| |
OGCI Climate Investments Holdings LLP | | | ( | | ||||
Nordian CPO (renamed TotalEnergies Charging Services España SL)(a) | | ( | – | – | ||||
Other shares at fair value through profit or loss (unit value < $50M) |
| |
| |
| |
| |
Equity instruments recorded at fair value through profit or loss |
| |
| ( |
| |
| |
TOTAL EQUITY INSTRUMENTS |
| |
| ( |
| |
| |
(a) | Nordian CPO has been consolidated in 2024 |
As of | As of | |||||||
As of December 31, 2023 |
| January 1, |
| Increase - |
| Change in |
| December 31, |
(M$) | 2023 |
| Decrease |
| fair value | 2023 | ||
Next Decade Corporation |
| – | | ( | | |||
Other shares at fair value through other comprehensive income (unit value < $50M) |
| |
| |
| ( |
| |
Equity instruments recorded at fair value through other comprehensive income |
| |
| |
| ( |
| |
BTC Limited | |
| – |
| – |
| | |
Hubei Cathay Smart Energy Fund | | ( | – | – | ||||
OGCI Climate Investments Holdings LLP | | | | | ||||
Nordian CPO (renamed TotalEnergies Charging Services España SL) | – |
| |
| – |
| | |
Other shares at fair value through profit or loss (unit value < $50M) |
| |
| |
| ( |
| |
Equity instruments recorded at fair value through profit or loss |
| |
| |
| ( |
| |
Total equity instruments |
| |
| |
| ( |
| |
F-48 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 8 |
As of | As of | |||||||
As of December 31, 2022 | January 1, |
| Increase - |
| Change in |
| December 31, | |
(M$) |
| 2022 |
| Decrease |
| fair value | 2022 | |
Enphase Energy Inc. |
| | ( | | – | |||
Other shares at fair value through other comprehensive income (unit value < $50M) |
| |
| |
| ( |
| |
Equity instruments recorded at fair value through other comprehensive income |
| |
| ( |
| |
| |
BTC Limited | | – | ( | | ||||
Hubei Cathay Smart Energy Fund | |
| |
| |
| | |
OGCI Climate Investments Holdings LLP | – | | ( | | ||||
Other shares at fair value through profit or loss (unit value < $50M) |
| |
| ( |
| ( |
| |
Equity instruments recorded at fair value through profit or loss | | ( | ( | | ||||
Total equity instruments |
| |
| ( |
| |
| |
8.3 Related parties
The main transactions as well as receivable and payable balances with related parties (principally non-consolidated subsidiaries and equity affiliates) are detailed as follows:
As of December 31, |
|
|
| |||
(M$) | 2024 | 2023 | 2022 | |||
Balance sheet |
|
|
| |||
Receivables |
|
|
| |||
Debtors and other debtors |
| |
| |
| |
Loans (excl. loans to equity accounted for affiliates) |
| |
| |
| |
Payables |
|
|
| |||
Creditors and other creditors |
| |
| |
| |
Debts |
| |
| |
| |
For the year ended December 31, | ||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Statement of income |
|
|
| |||
Sales |
| |
| |
| |
Purchases |
| ( |
| ( |
| ( |
Financial income |
| |
| |
| |
Financial expense |
| ( |
| ( |
| ( |
8.4 Compensation for the administration and management bodies
The aggregated amount of direct and indirect compensation accounted by the French and foreign affiliates of the Company, for all executive officers of TotalEnergies SE as of December 31 and for the members of the Board of Directors who are employees of TotalEnergies SE, is detailed below.
As of December 31, 2024, TotalEnergies SE Executive Officers are the members of the Executive Committee, i.e.
For the year ended December 31, |
|
|
| |||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Number of people |
| |
| |
| |
Direct or indirect compensation |
| |
| |
| |
Pension expenses (a) |
| |
| |
| |
Share-based payments expense (IFRS 2) (b) |
| |
| |
| |
(a) | The benefits provided for Executive Officers of the Company and the members of the Board of Directors who are employees of the Company include severance to be paid upon retirement, supplementary pension schemes and insurance plans, which represent a commitment of $ |
(b) | Share-based payments expense computed for the Executive Officers and the members of the Board of Directors who are employees of TotalEnergies and based on the principles of IFRS 2 “Share-based payments” described in Note 9. |
The compensation allocated to members of the Board of Directors as directors’ fees totaled $
| Form 20-F 2024 TotalEnergies | F-49 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 9 |
Note 9 Shareholders’ equity and share-based payments
9.1 SHAREHOLDERS’ EQUITY
Number of TotalEnergies shares and rights attached
As of December 31, 2024, the share capital of TotalEnergies SE amounts to €
The authorized share capital amounts to
As of December 31, 2024, no double voting rights are attached to the Company’s shares (this right having been abolished at the Shareholders’ Meeting of May 26, 2023).
Pursuant to the Corporation’s bylaws (Statutes), no shareholder may cast a vote at a Shareholders’ Meeting, either by himself or through an agent, representing more than
These restrictions no longer apply if any individual or entity, acting alone or in concert, acquires at least -thirds of the total share capital of the Corporation.
Share cancellation
Pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting on May 26, 2017 and May 25, 2022, the Board of Directors is authorized to cancel, on one or more occasions, the shares of the Company within the limit of
The Board of Directors has proceeded with the following cancellation of TotalEnergies shares:
|
|
| Percentage | ||||
| Number of shares bought back and cancelled |
| of the share | ||||
Board of Directors’ | for the purpose of the shareholder policy |
| capital | ||||
Fiscal year |
| decision date |
|
| cancelled(a) |
| |
2024 | February 6, 2024(b) |
|
| | % | ||
2023 | September 21, 2023(c) |
|
| | % | ||
2023 | February 7, 2023 |
|
| | % | ||
2022 | February 9, 2022 |
|
| | % |
(a) | Percentage of the share capital that the cancelled shares represented on the operations’ date. |
(b) | With effect as at February 12, 2024. |
(c) | With effect as at September 25, 2023. |
Variation of the number of shares composing the share capital
AS OF DECEMBER 31, 2021 (a) |
|
| | |
Capital reduction by cancellation of treasury shares | ( | |||
Deferred contribution pursuant to the 2017 capital increase reserved for employees | | |||
| 2022 Capital increase reserved for employees |
| | |
AS OF DECEMBER 31, 2022 (b) |
|
|
| |
| Capital reduction by cancellation of treasury shares |
| ( | |
2023 Capital increase reserved for employees | | |||
AS OF DECEMBER 31, 2023 (c) |
|
|
| |
| Capital reduction by cancellation of treasury shares |
| ( | |
2024 Capital increase reserved for employees | | |||
AS OF DECEMBER 31, 2024 (d) |
|
|
| |
(a) | Including |
(b) | Including |
(c) | Including |
(d) | Including |
Capital increase reserved for employees
The Extraordinary Shareholders’ Meeting (“ESM”) of May 24, 2024, in its twenty-second resolution, granted the authority to the Board of Directors to carry out, a capital increase, in one or more occasions within a maximum period of
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 9 |
In fiscal year 2024, the Board of Directors of October 30, 2024, by virtue of the twenty-second resolution above-mentioned, decided to proceed with a capital increase reserved for employees and retirees within the limit of
During the fiscal years 2024, 2023 and 2022, the Corporation completed the following ESOP, which terms are set out below:
Fiscal year |
| 2024 |
| 2023 |
| 2022 |
Date of the ESOP | June 6, 2024 | June 7, 2023 | June 8, 2022 | |||
By virtue of | 16th resolution of the ESM of May 26, 2023 | 22nd resolution of the ESM of May 25, 2022 | 17th resolution of the ESM of May 28, 2021 | |||
Subscriptions |
|
| ||||
Number of shares subscribed | | | | |||
Subscription price | ||||||
Free shares |
|
| ||||
Number of shares granted | | | |
Treasury shares
Accounting principles Treasury shares held by TotalEnergies SE, or by its subsidiaries are deducted from consolidated shareholders’ equity. Gains or losses on sales of treasury shares are excluded from the determination of net income and are recognized in shareholders’ equity. |
Number of treasury shares held by TotalEnergies SE
As of December 31, |
| 2024 |
| 2023 |
| 2022 |
|
Number of treasury shares held by TotalEnergies SE |
| |
| |
| |
|
Percentage of share capital |
| | % | | % | | % |
Paid-in surplus
In accordance with French law, the paid-in surplus corresponds to premiums related to shares issuances, contributions or mergers of the parent company which can be capitalized or used to offset losses if the legal reserve has reached its minimum required level. The amount of the paid-in surplus may also be distributed subject to taxation except when it qualifies as a refund of shareholder contributions.
As of December 31, 2024, paid-in surplus relating to TotalEnergies SE amounted to €
Reserves
Under French law,
If wholly distributed, the unrestricted reserves of TotalEnergies SE would be taxed for an approximate amount of $
Earnings per share
Accounting principles Earnings per share is calculated by dividing net income (TotalEnergies share) by the weighted-average number of common shares outstanding during the period, excluding TotalEnergies shares held by TotalEnergies SE (Treasury shares) which are deducted from consolidated shareholders’ equity. Diluted earnings per share is calculated by dividing net income (TotalEnergies share) by the fully-diluted weighted-average number of common shares outstanding during the period. Treasury shares held by the parent company, TotalEnergies SE are deducted from consolidated shareholders’ equity. This calculation also takes into account the dilutive effect of share grants and capital increases with a subscription period closing after the end of the fiscal year. The weighted-average number of fully-diluted shares is calculated in accordance with the treasury stock method provided for by IAS 33. The proceeds, which would be recovered in the event of an exercise of rights related to dilutive instruments, are presumed to be a share buyback at the average market price over the period. The number of shares thereby obtained leads to a reduction in the total number of shares that would result from the exercise of rights. In compliance with IAS 33, earnings per share and diluted earnings per share are based on the net income after deduction of the remuneration due to the holders of deeply subordinated notes. |
| Form 20-F 2024 TotalEnergies | F-51 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 9 |
The variation of both weighted-average number of shares and weighted-average number of diluted shares, as of December 31, respectively used in the calculation of earnings per share and fully-diluted earnings per share is detailed as follows:
|
| 2024 |
| 2023 |
| 2022 |
Number of shares as of January 1, |
| | | | ||
TotalEnergies shares held by TotalEnergies SE or by its subsidiaries and deducted from shareholders’ equity | ( | ( | ( | |||
Evolution of the number of shares during the financial year pro-rated |
|
|
| |||
Final grant of TotalEnergies performance shares |
| |
| |
| |
Capital increase reserved for employees (a) |
| |
| |
| |
Capital increase as payment of the scrip dividend | – | – | – | |||
Buyback of TotalEnergies treasury shares including: |
| ( |
| ( |
| ( |
Shares repurchased during the fiscal year to cancel the dilution caused by the scrip dividend payment and within the framework of the share buyback program | ( | ( | ( | |||
Shares repurchased during the fiscal year to cover for the performance share plans | ( | ( | ( | |||
WEIGHTED-AVERAGE NUMBER OF SHARES |
| |
| |
| |
Dilutive effect |
|
|
| |||
Grant of TotalEnergies performance shares |
| |
| |
| |
Capital increase reserved for employees(a) |
| |
| |
| |
WEIGHTED-AVERAGE NUMBER OF DILUTED SHARES AS OF DECEMBER 31, |
| |
| |
| |
(a) Including the shares granted in consideration to the deferred contribution pursuant to the capital increase reserved for employees.
Earnings per share in euros
The earnings per share in euros, converted from the earnings per share in dollars, by using the average exchange rate euro/dollar, is €
Dividend
On February 4, 2025, the Board of Directors after approving the financial statements for fiscal year 2024, decided to propose to the Shareholders’ Meeting on May 23, 2025 the distribution of an ordinary €
2024 Dividend |
| First interim |
| Second interim |
| Third interim |
| Final | ||||
Amount | € | € | € | € | ||||||||
Set date |
| April 25, 2024 |
| July 24, 2024 |
| October 30, 2024 |
| February 4, 2025 | ||||
Ex-dividend date |
| September 25, 2024 |
| January 2, 2025 |
| March 26, 2025 |
| June 19, 2025 | ||||
Payment date |
| October 1, 2024 |
| January 6, 2025 |
| April 1, 2025 |
| July 1, 2025 |
Issuances and reimbursement of perpetual subordinated notes
As of December 31, 2024, the amount of perpetual subordinated notes booked in TotalEnergies shareholders’ equity is $
Based on their characteristics (mainly no mandatory repayment and no obligation to pay a coupon except under certain circumstances specified into the documentation of the notes) and in compliance with IAS 32 standard – Financial instruments - Presentation, these notes were recorded in equity.
Over the year 2024, TotalEnergies SE has fully redeemed on April 4, 2024 the nominal amount of €
On November 19, 2024, TotalEnergies SE issued €
F-52 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 9 |
Summary of the perpetual deeply subordinated notes of TotalEnergies SE:
Perpetual deeply subordinated notes issues by TotalEnergies SE |
|
| Outstanding amount in M€ as of: | ||||||||||
Date |
| Amount issued (M€) |
| Coupon (%) |
| First call date |
| December 31, 2024 |
| December 31, 2023 |
| December 31, 2022 | |
November 19, 2024 | | | % | February 19, 2030 | | – | – | ||||||
| | % | November 19, 2034 | | – | – | |||||||
January 17, 2022 | | | % | January 17, 2037 | | | | ||||||
| | % | April 17, 2027 | | | | |||||||
January 25, 2021 |
| |
| | % | January 25, 2033 |
| |
| |
| | |
| |
| | % | January 25, 2028 |
| |
| |
| | ||
September 4, 2020 |
| |
| | % | September 4, 2030 |
| |
| |
| | |
April 4, 2019 |
| |
| | % | April 4, 2024 |
| – |
| |
| | |
October 6, 2016 |
| |
| | % | October 6, 2026 |
| |
| |
| | |
|
| | % | May 5, 2023 |
| – |
| – |
| | |||
February 26, 2015 |
| |
| | % | February 26, 2025 |
| |
| |
| | |
TOTAL |
|
|
| |
| |
| | |||||
Other comprehensive income
Detail of other comprehensive income showing both items potentially reclassifiable and those not potentially reclassifiable from equity to net income is presented in the table below:
For the year ended December 31, |
|
|
| |||||||||
(M$) |
| 2024 |
| 2023 |
| 2022 | ||||||
Actuarial gains and losses |
|
| |
|
| ( |
|
| | |||
Change in fair value of investments in equity instruments | | ( | | |||||||||
Tax effect |
|
|
| |
|
|
| ( |
|
|
| ( |
Currency translation adjustment generated by the parent company |
|
|
| ( |
|
|
| |
|
|
| ( |
Sub-total items not potentially reclassifiable to profit & loss |
|
|
| ( |
|
|
| |
|
|
| ( |
Currency translation adjustment |
|
|
| |
|
|
| ( |
|
|
| |
– Unrealized gain/(loss) of the period |
|
| |
|
| ( |
|
| | |||
– Less gain/(loss) included in net income |
|
| |
|
| |
|
| | |||
Cash flow hedge |
|
| |
|
|
| |
|
|
| ( | |
– Unrealized gain/(loss) of the period |
|
| |
|
| |
|
| ( | |||
– Less gain/(loss) included in net income |
|
| ( |
|
| |
|
| | |||
Variation of foreign currency basis spread | ( | ( | | |||||||||
– Unrealized gain/(loss) of the period | ( | ( | | |||||||||
– Less gain/(loss) included in net income | ( | ( | ( | |||||||||
Share of other comprehensive income of equity affiliates, net amount |
|
| ( |
|
| ( |
|
|
| | ||
– Unrealized gain/(loss) of the period |
|
| ( |
|
| ( |
|
| | |||
– Less gain/(loss) included in net income |
|
| ( |
|
| |
|
| ( | |||
Other |
|
| |
|
| ( |
|
|
| ( | ||
Tax effect |
|
| ( |
|
|
| ( |
|
|
| | |
Sub-total items potentially reclassifiable to profit & loss |
|
| |
|
|
| ( |
|
|
| | |
TOTAL OTHER COMPREHENSIVE INCOME, NET AMOUNT |
|
|
| |
|
|
| |
|
|
| ( |
The currency translation adjustment by currency is detailed in the following table:
As of December 31, 2024 | Pound | Other | ||||||||
(M$) |
| Total |
| Euro |
| sterling |
| Ruble |
| currencies |
Parent company |
| ( |
| ( |
| – |
| – |
| – |
Affiliates |
| |
| |
| ( |
| – |
| ( |
Equity affiliates |
| ( |
| |
| ( |
| – |
| ( |
TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME |
| ( |
| ( |
| ( |
| – |
| ( |
| Form 20-F 2024 TotalEnergies | F-53 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 9 |
As of December 31, 2023 |
|
|
| Pound |
|
| Other | |||
(M$) |
| Total |
| Euro |
| sterling |
| Ruble |
| currencies |
Parent company |
| |
| |
| – |
| – |
| – |
Affiliates |
| ( |
| ( |
| |
| – |
| ( |
Equity affiliates |
| ( |
| ( |
| ( |
| – |
| ( |
TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME |
| ( |
| ( |
| |
| – |
| ( |
As of December 31, 2022 |
|
|
| Pound |
|
| Other | |||
(M$) |
| Total |
| Euro |
| sterling |
| Ruble |
| currencies |
Parent company |
| ( |
| ( |
| – |
| – |
| – |
Affiliates |
| |
| |
| ( |
| |
| ( |
Equity affiliates |
| |
| ( |
| |
| |
| ( |
TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME |
| ( |
| ( |
| ( |
| |
| ( |
Tax effects relating to each component of other comprehensive income are as follows:
| 2024 |
| 2023 | 2022 | ||||||||||||||
For the year ended December 31, |
| Pre-tax |
| Tax |
| Net |
| Pre-tax |
| Tax |
| Net |
| Pre-tax |
| Tax |
| Net |
(M$) | amount |
| effect |
| amount | amount |
| effect |
| amount | amount |
| effect |
| amount | |||
Actuarial gains and losses | |
| |
| | ( |
| ( |
| ( | |
| ( |
| | |||
Change in fair value of investments in equity instruments | | ( | | ( | ( | ( | | | | |||||||||
Currency translation adjustment generated by the parent company | ( |
| – |
| ( | |
| – |
| | ( |
| – |
| ( | |||
Sub-total items not potentially reclassifiable to profit & loss | ( |
| |
| ( | |
| ( |
| | ( |
| ( |
| ( | |||
Currency translation adjustment | |
| – |
| | ( |
| – |
| ( | |
| – |
| | |||
Cash flow hedge | |
| ( |
| | |
| ( |
| | ( |
| |
| ( | |||
Variation of foreign currency basis spread | ( | | ( | ( | | ( | | ( | | |||||||||
Share of other comprehensive income of equity affiliates, net amount | ( |
| – |
| ( | ( |
| – |
| ( | |
| – |
| | |||
Other | |
| – |
| | ( |
| – |
| ( | ( |
| – |
| ( | |||
Sub-total items potentially reclassifiable to profit & loss | |
| ( |
| | ( |
| ( |
| ( | ( |
| |
| | |||
TOTAL OTHER COMPREHENSIVE INCOME | |
| ( |
| | |
| ( |
| | ( |
| |
| ( | |||
Non-controlling interests
As of December 31, 2024, the subsidiaries with the most significant non-controlling interests are TotalEnergies Australia Unit Trust, TotalEnergies Gabon and TotalEnergies E&P Congo.
9.2 Share-based payments
Accounting principles TotalEnergies SE may grant employees performance shares plans and offer its employees the opportunity to subscribe to reserved capital increases. These employee benefits are recognized as expenses with a corresponding credit to shareholders’ equity. The expense is equal to the fair value of the instruments granted. The expense is recognized on a straight-line basis over the period in which the advantages are acquired. For performance shares plans, the fair value is calculated using the market price at the grant date after deducting the expected distribution rate during the vesting period. The number of allocated equity instruments can be revised during the vesting period in cases of non-compliance with performance conditions, with the exception of those related to the market, or according to the rate of turnover of the beneficiaries. The cost of employee-reserved capital increases is immediately expensed. The cost of the capital increase reserved for employees consists of the cost related to the discount on the shares subscribed using the classic and/or the leveraged schemes, the cost of the free shares and the opportunity gain for the shares subscribed using the leveraged scheme, as applicable. This opportunity gain corresponds to the benefit of subscribing to the leveraged offer, rather than reproducing the same economic profile through the purchase of options in the market for individual investors. |
F-54 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 9 |
A. TotalEnergies’ performance share plans
| 2019 |
| 2020 |
| 2021 |
| 2022 |
| 2023 (a) |
| 2024 |
| Total | |
Date of the Shareholders’ Meeting |
| 6/1/2018 |
| 6/1/2018 |
| 6/1/2018 |
| 5/28/2021 |
| 5/26/2023 |
| 5/24/2024 |
|
|
Award date |
| 3/13/2019 |
| 3/18/2020 |
| 5/28/2021 |
| 3/16/2022 |
| 5/26/2023 |
| 5/24/2024 |
|
|
Date of the final award (end of the vesting period) |
| 3/14/2022 |
| 3/20/2023 |
| 5/29/2024 |
| 3/17/2025 |
| 5/27/2026 |
| 5/24/2027 |
|
|
Transfer authorized as from |
| 3/15/2024 |
| 3/21/2025 |
| 5/30/2026 |
| 3/17/2025 |
| 5/27/2026 |
| 5/24/2027 |
|
|
Grant date IFRS 2 fair value | | € | | € | | € | | € | | € | | € |
| |
Number of performance shares |
|
|
| |||||||||||
Outstanding as of January 1, 2022 | | | | – | – |
| – |
| | |||||
Notified | – | – | – | | – |
| – |
| | |||||
Cancelled | ( | ( | ( | ( | – |
| – |
| ( | |||||
Finally granted | ( | ( | ( | ( | – |
| – |
| ( | |||||
Outstanding as of January 1, 2023 | – | | | | – |
| – |
| | |||||
Notified | – | – | – | – | |
| – |
| | |||||
Cancelled | – | ( | ( | ( | ( |
| – |
| ( | |||||
Finally granted | – | ( | ( | ( | ( |
| – |
| ( | |||||
Outstanding as of January 1, 2024 | – | – | | | |
| – |
| | |||||
Notified | – | – | – | – | – |
| |
| | |||||
Cancelled | – | – | ( | ( | ( |
| ( |
| ( | |||||
Finally granted | – | – | ( | ( | ( |
| – |
| ( | |||||
OUTSTANDING AS OF DECEMBER 31, 2024 | – | – | – | | |
| | |
| (a) | includes |
The performance shares, which are bought back by TotalEnergies SE on the market, are finally granted to their beneficiaries after a
- |
- |
- |
Moreover, the transfer of the performance shares finally granted under the 2018 to 2021 Plans will not be permitted until the end of a
2024 Plan
The Board of Directors granted performance shares, on May 24, 2024, to certain employees and executive directors of TotalEnergies SE or its subsidiaries, subject to the fulfilment of the continued employment condition of
The performance conditions apply differently depending on the capacity of the beneficiaries. If all shares granted to senior executives are subject to performance conditions, the grant of the first
The applicable performance conditions are as follows:
- | for |
- | for |
- | for |
- | for |
- | for |
1 Organic investments: net investments excluding acquisitions, asset sales and other operations with non-controlling interests.
| Form 20-F 2024 TotalEnergies | F-55 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Notes 9 |
B. Other TotalEnergies share plan
Worldwide Plan 2024
| 2024 | |||
Date of the Shareholders’ Meeting |
| 5/26/2023 | ||
Award date |
| 5/23/2024 | ||
Date of the final award (end of the vesting period) |
| 5/24/2029 | ||
Transfer authorized as from |
| 5/24/2029 | ||
Grant date IFRS 2 fair value | | € | ||
Number of performance shares | ||||
Outstanding as of January 1, 2024 |
| — | ||
Notified |
| | ||
Cancelled |
| ( | ||
Finally granted(a) |
| — | ||
Outstanding as of December 31, 2024 |
| | ||
(a)Final grant following the death or disability of the beneficiary of the shares.
At its meeting on May 23, 2024, the Board of Directors decided to grant
C. Share-based payment expense
Share-based payment expense before tax was broken down as follows:
As of December 31, |
|
|
| |||
(M$) | 2024 | 2023 | 2022 | |||
TotalEnergies performance shares plans |
| |
| |
| |
TotalEnergies world shares plans | | – | – | |||
SunPower plans (a) |
| – |
| – |
| |
Capital increase reserved for employees |
| |
| |
| |
TOTAL |
| |
| |
| |
(a) | Since September 30, 2022, TotalEnergies’ |
The main assumptions used for the valuation of the cost of the capital increase reserved for employees in 2024 were the following:
For the year ended December 31, |
| 2024 |
Date of the Board of Directors meeting that decided the issue |
| September 21, 2023 |
Reference price (€) (a) |
| |
Subscription price (€) (b) |
| |
Number of shares issued (in millions) (c) |
|
(a) | Average of the closing prices of the TotalEnergies shares over the trading sessions preceding April 25, 2024, being the date of the Chairman and CEO’s decision setting the opening date of the subscription period and the subscription price. |
(b) | Reference price, reduced by a |
(c) | Including the free shares issued. |
F-56 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 10 |
Note 10 Payroll, staff and employee benefits obligations
10.1 EMPLOYEE BENEFITS OBLIGATIONS
Accounting principles In accordance with the laws and practices of each country, TotalEnergies participates in employee benefit plans offering retirement, death and disability, healthcare and special termination benefits. These plans provide benefits based on various factors such as length of service, salaries, and contributions made to the governmental bodies responsible for the payment of benefits. These plans can be either defined contribution or defined benefit pension plans and may be entirely or partially funded with investments made in various non-consolidated instruments such as mutual funds, insurance contracts, and other instruments. For defined contribution plans, expenses correspond to the contributions paid. Defined benefit obligations are determined according to the Projected Unit Method. Actuarial gains and losses may arise from differences between actuarial valuation and projected commitments (depending on new calculations or assumptions) and between projected and actual return of plan assets. Such gains and losses are recognized in the statement of comprehensive income, with no possibility to subsequently recycle them to the income statement. The past service cost is recorded immediately in the statement of income, whether vested or unvested. The net periodic pension cost is recognized under “Other operating expenses”. |
Liabilities for employee benefits obligations consist of the following:
As of December 31, |
|
|
| |||
(M$) | 2024 | 2023 | 2022 | |||
Pension benefits liabilities |
| |
| |
| |
Other benefits liabilities |
| |
| |
| |
Restructuring reserves (early retirement plans) |
| |
| |
| |
TOTAL |
| |
| |
| |
Net liabilities relating to assets held for sale |
| – |
| – |
| – |
Description of plans and risk management
TotalEnergies operates, for the benefit of its current and former employees, both defined benefit plans and defined contribution plans.
TotalEnergies recognized a charge of $
TotalEnergies’ main defined benefit pension plans are located in France, the United Kingdom, the United States, Belgium and Germany. Their main characteristics, depending on the country-specific regulatory environment, are the following:
- | the benefits are usually based on the final salary and seniority; |
- | they are usually funded (pension fund or insurer); |
- | they are usually closed to new employees who benefit from defined contribution pension plans; |
- | they are paid in annuity or in lump sum. |
The pension benefits include also termination indemnities and early retirement benefits. The other benefits are employer contributions to post-employment medical care.
In order to manage the inherent risks, TotalEnergies has implemented a dedicated governance framework to ensure the supervision of the different plans. These governance rules provide for:
- | TotalEnergies’ representation in key governance bodies or monitoring committees; |
- | the principles of the funding policy; |
- | the general investment policy, including for most plans: |
- | the establishment of a monitoring committee to define and follow the investment strategy and performance, |
- | the principles to be respected in term of investment allocation. |
- | a procedure to approve the establishment of new plans or the amendment of existing plans; |
- | the principles of administration, communication and reporting. |
| Form 20-F 2024 TotalEnergies | F-57 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Notes 10 |
Change in benefit obligations and plan assets
The fair value of the defined benefit obligation and plan assets in the Consolidated Financial Statements is detailed as follows:
As of December 31, | Pension benefits | Other benefits | ||||||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
| 2024 |
| 2023 |
| 2022 |
Change in benefit obligation |
|
|
|
|
|
| ||||||
Benefit obligation at beginning of year |
| |
| |
| |
| |
| |
| |
Current service cost |
| |
| |
| |
| |
| |
| |
Interest cost |
| |
| |
| |
| |
| |
| |
Past service cost |
| |
| |
| |
| ( |
| – |
| |
Settlements |
| ( |
| |
| |
| – |
| – |
| – |
Plan participants’ contributions |
| |
| |
| |
| – |
| – |
| |
Benefits paid |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Actuarial losses / (gains) |
| ( |
| |
| ( |
| ( |
| ( |
| ( |
Foreign currency translation and other |
| ( |
| |
| ( |
| ( |
| ( |
| ( |
Benefit obligation at year-end |
| |
| |
| |
| |
| |
| |
Of which plans entirely or partially funded |
| |
| |
| |
| – |
| – |
| – |
Of which plans not funded |
| |
| |
| |
| |
| |
| |
Change in fair value of plan assets |
|
|
|
|
|
| ||||||
Fair value of plan assets at beginning of year |
| ( |
| ( |
| ( |
| – |
| – |
| – |
Interest income |
| ( |
| ( |
| ( |
| – |
| – |
| – |
Actuarial losses / (gains)(a) |
| |
| ( |
| |
| – |
| – |
| – |
Settlements |
| |
| – |
| |
| – |
| – |
| – |
Plan participants’ contributions |
| ( |
| ( |
| ( |
| – |
| – |
| – |
Employer contributions |
| ( |
| ( |
| ( |
| – |
| – |
| – |
Benefits paid |
| |
| |
| |
| – |
| – |
| – |
Foreign currency translation and other |
| |
| ( |
| |
| – |
| – |
| – |
Fair value of plan assets at year-end |
| ( |
| ( |
| ( |
| – |
| – |
| – |
(FUNDED) UNFUNDED STATUS |
| |
| |
| |
| |
| |
| |
Asset ceiling |
| |
| |
| |
| – |
| – |
| – |
(ASSETS) LIABILITIES NET RECOGNIZED AMOUNT |
| |
| |
| |
| |
| |
| |
Pension benefits and other benefits liabilities |
| |
| |
| |
| |
| |
| |
Other non-current assets |
| ( |
| ( |
| ( |
| – |
| – |
| – |
Net benefit liabilities relating to assets held for sale |
| – |
| – |
| – |
| – |
| – |
| – |
(a)The amount for 2024 includes an adjustment of $
As of December 31, 2024, the contribution from the main geographical areas for the net pension liability in the balance sheet is:
In 2024, a buy-in transaction was carried out in the United Kingdom to cover the benefit obligations of beneficiaries not included in the buy-in concluded in 2014. This investment resulted in an actuarial loss of $
The amounts recognized in the consolidated income statement and the consolidated statement of comprehensive income for defined benefit plans are detailed as follows:
For the year ended December 31, | Pension benefits | Other benefits | ||||||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
| 2024 |
| 2023 |
| 2022 |
Current service cost | | | | | | | ||||||
Past service cost |
| |
| |
| |
| ( |
| – |
| |
Settlements |
| |
| |
| |
| – |
| – |
| – |
Net interest cost |
| |
| |
| |
| |
| |
| |
Benefit amounts recognized on profit and loss |
| |
| |
| |
| |
| |
| |
- Actuarial (gains) / losses |
| |||||||||||
* Effect of changes in demographic assumptions |
| ( |
| |
| |
| ( |
| ( |
| ( |
* Effect of changes in financial assumptions |
| ( |
| |
| ( |
| ( |
| ( |
| ( |
* Effect of experience adjustments |
| |
| |
| |
| ( |
| |
| ( |
* Actual return on plan assets |
| |
| ( |
| |
| – |
| – |
| – |
- Effect of asset ceiling |
| ( |
| ( |
| |
| – |
| – |
| – |
Benefit amounts recognized on other of consolidated statement of |
| |
| |
| ( |
| ( |
| ( |
| ( |
TOTAL BENEFIT AMOUNTS RECOGNIZED ON COMPREHENSIVE INCOME |
| |
| |
| ( |
| ( |
| |
| ( |
F-58 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 10 |
Expected future cash outflows
The average duration of accrued benefits is approximately
Estimated future benefits either financed from plan assets or directly paid by the employer are detailed as follows:
Estimated future payments | ||||
(M$) |
| Pension benefits |
| Other benefits |
2025 |
| |
| |
2026 |
| |
| |
2027 |
| |
| |
2028 |
| |
| |
2029 |
| |
| |
2030-2034 |
| |
| |
Type of assets
Asset allocation | Pension benefits |
| |||||
as of December 31, |
| 2024 |
| 2023 |
| 2022 | |
Equity securities |
| ||||||
Debt securities |
| ||||||
Monetary |
| ||||||
Annuity contracts |
| ||||||
Real estate |
| ||||||
Investments on equity and debt markets are quoted on active markets.
Main actuarial assumptions and sensitivity analysis
Assumptions used to determine benefits obligations:
Pension benefits | Other benefits |
| |||||||||||
As of December 31, |
| 2024 |
| 2023 |
| 2022 |
| 2024 |
| 2023 |
| 2022 |
|
Discount rate (weighted average for all regions) |
| ||||||||||||
of which Euro zone |
| ||||||||||||
of which United States |
| ||||||||||||
of which United Kingdom |
| – | – | – |
| ||||||||
Inflation rate (weighted average for all regions) |
| – | – | – |
| ||||||||
of which Euro zone |
| – | – | – |
| ||||||||
of which United States |
| – | – | – |
| ||||||||
of which United Kingdom |
| – | – | – |
| ||||||||
The discount rate retained is determined by reference to the high quality rates for AA-rated corporate bonds for a duration equivalent to that of the obligations. It derives from a benchmark per monetary area of different market data at the closing date.
Sensitivity to inflation in respect of defined benefit pension plans is not material in the United States.
A 0.5 point increase or decrease in discount rates – all other things being equal - would have the following approximate impact on the benefit obligation:
(M$) |
|
| ||
Benefit obligation as of December 31, 2024 |
| ( |
| |
A 0.5 point increase or decrease in inflation rates – all other things being equal - would have the following approximate impact on the benefit obligation:
(M$) |
|
| ||
Benefit obligation as of December 31, 2024 |
| |
| ( |
| Form 20-F 2024 TotalEnergies | F-59 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Notes 10 |
10.2 Payroll and staff
For the year ended December 31, |
| 2024 |
| 2023 |
| 2022 |
Personnel expenses (M$) |
|
|
| |||
Wages and salaries (including social charges) |
| |
| |
| |
TotalEnergies employees at December 31, |
|
|
| |||
France (DROM COM includ.) |
|
|
| |||
● Management |
| |
| |
| |
● Other |
| |
| |
| |
International |
|
|
| |||
● Management |
| |
| |
| |
● Other |
| |
| |
| |
TOTAL |
| |
| |
| |
The number of employees includes only employees of fully consolidated subsidiaries.
F-60 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 11 |
Note 11 Income taxes
Accounting principles Income taxes disclosed in the statement of income include current tax expense (or income) and deferred tax expense (or income). Current tax expenses (or income) are the estimated amount of the tax due for the taxable income of the period. Deferred income taxes are recorded based on the temporary differences between the carrying amounts of assets and liabilities recorded in the balance sheet and their tax bases, and on carry-forwards of unused tax losses and other tax credits. Deferred tax assets and liabilities are measured using the tax rates that have been enacted or substantially enacted at the balance sheet date. The tax rates used depend on the timing of reversals of temporary differences, tax losses and other tax credits. The effect of a change in tax rate is recognized either in the Consolidated Statement of Income or in shareholders’ equity depending on the item it relates to. Deferred tax resulting from temporary differences between the carrying amounts of equity-method investments and their tax bases are recognized. The deferred tax calculation is based on the expected future tax effect (dividend distribution rate or tax rate on capital gains). |
Income taxes are detailed as follows:
For the year ended December 31, | ||||||
(M$) | 2024 |
| 2023 |
| 2022 | |
Current income taxes |
| ( |
| ( |
| ( |
Deferred income taxes |
| ( |
| ( |
| ( |
TOTAL INCOME TAXES |
| ( |
| ( |
| ( |
Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as follows:
As of December 31, |
|
|
| |||
(M$) | 2024 |
| 2023 |
| 2022 | |
Net operating losses and tax carry forwards |
| |
| |
| |
Employee benefits |
| |
| |
| |
Other temporary non-deductible provisions |
| |
| |
| |
Differences in depreciations |
| ( |
| ( |
| ( |
Other temporary tax deductions |
| ( |
| ( |
| ( |
NET DEFERRED TAX LIABILITY |
| ( |
| ( |
| ( |
The reserves of TotalEnergies subsidiaries that would be taxable if distributed but for which no distribution is planned, and for which no deferred tax liability has therefore been recognized, totaled $
Deferred tax assets not recognized as of December 31, 2024, amount to $
Deferred tax assets not recognized relate notably to France for an amount of $
After netting deferred tax assets and liabilities by fiscal entity, deferred taxes are presented on the balance sheet as follows:
As of December 31, |
|
|
| |||
(M$) | 2024 |
| 2023 |
| 2022 | |
Deferred tax assets |
| |
| |
| |
Deferred tax liabilities |
| ( |
| ( |
| ( |
NET AMOUNT |
| ( |
| ( |
| ( |
The net deferred tax variation in the balance sheet is analyzed as follows:
As of December 31, |
|
|
| |||
(M$) | 2024 |
| 2023 |
| 2022 | |
Opening balance |
| ( |
| ( |
| ( |
Deferred tax on income |
| ( |
| ( |
| ( |
Deferred tax on shareholders’ equity (a) |
| ( |
| ( |
| |
Changes in scope of consolidation and others |
| |
| ( |
| |
Currency translation adjustment |
| |
| |
| |
CLOSING BALANCE |
| ( |
| ( |
| ( |
(a) | This amount includes mainly deferred taxes on actuarial gains and losses, current income taxes and deferred taxes for changes in fair value of investments in equity instruments, as well as deferred taxes related to the cash flow hedge (refer to Note 9 to the Consolidated Financial Statements). |
Reconciliation between provision for income taxes and pre-tax income
| Form 20-F 2024 TotalEnergies | F-61 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 11 |
For the year ended December 31, |
|
|
| |||
(M$) | 2024 |
| 2023 |
| 2022 | |
Consolidated net income |
| |
| |
| |
Income taxes |
| |
| |
| |
Pre-tax income |
| |
| |
| |
French statutory tax rate |
| |||||
Theoretical tax charge |
| ( |
| ( |
| ( |
Difference between French and foreign income tax rates |
| ( |
| ( |
| ( |
Tax effect of equity in income (loss) of affiliates |
| |
| |
| ( |
Permanent differences |
| |
| |
| ( |
Adjustments on prior years income taxes |
| |
| |
| |
Adjustments on deferred tax related to changes in tax rates |
| ( |
| |
| ( |
Variation of deferred tax assets not recognized |
| |
| |
| |
INCOME TAXES IN THE STATEMENT OF INCOME |
| ( |
| ( |
| ( |
The French statutory tax rate includes the standard corporate tax rate (
Permanent differences are mainly due to impairment of goodwill and to dividends from non-consolidated companies as well as the specific taxation rules applicable to certain activities.
Schedule of losses and tax credits carried forward
TotalEnergies has deferred tax assets related to losses and carried forward tax credits which expire according to the following years:
As of December 31, | ||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
2023 |
|
|
| | ||
2024 |
| |
| | ||
2025 |
| |
| | ||
2026 |
| |
| | ||
2027(a) |
| |
| | ||
2028(b) | | – | ||||
2029 and after | – | – | ||||
Unlimited |
| |
| | ||
TOTAL |
| |
| |
(a) | 2027 and after for 2022. |
(b) | 2028 and after for 2023. |
As of December 31, 2024 the schedule of deferred tax assets related to carried forward tax credits on net operating losses for the main countries is as follows:
Tax | ||||||||
As of December 31, 2024 |
|
|
|
| United | |||
(M$) | Kazakhstan | France |
| Australia | States | |||
2025 |
| |||||||
2026 |
| |||||||
2027 |
| |||||||
2028 | ||||||||
2029 and after |
| |||||||
Unlimited |
|
|
|
| ||||
TOTAL |
|
|
|
| ||||
F-62 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 12 |
Note 12 Provisions and other non-current liabilities
12.1 PROVISIONS AND OTHER NON-CURRENT LIABILITIES
Accounting principles A provision is recognized when TotalEnergies has a present obligation, legal or constructive, as a result of a past event for which it is probable that an outflow of resources will be required and when a reliable estimate can be made regarding the amount of the obligation. The amount of the liability corresponds to the best possible estimate. Provisions and non-current liabilities are comprised of liabilities for which the amount and the timing are uncertain. They arise from environmental risks, legal and tax risks, litigation and other risks. |
As of December 31, |
|
|
| |||
(M$) | 2024 | 2023 | 2022 | |||
Litigations and accrued penalty claims |
| |
| |
| |
Provisions for environmental contingencies |
| |
| |
| |
Asset retirement obligations |
| |
| |
| |
Other non-current provisions |
| |
| |
| |
of which restructuring activities |
| |
| |
| |
of which financial risks related to non-consolidated and equity accounted for affiliates |
| |
| |
| |
Other non-current liabilities |
| |
| |
| |
TOTAL |
| |
| |
| |
In 2024, litigation reserves amount to $
In 2023, litigation reserves amounted to $
In 2022, litigation reserves amounted to $
Other non-current liabilities mainly include debts whose maturity is more than one year related to fixed assets acquisitions.
Changes in provisions and other non-current liabilities
Changes in provisions and other non-current liabilities are as follows:
|
|
|
| Currency |
|
| ||||||
As of | translation | As of | ||||||||||
(M$) | January, 1 | Allowances | Reversals | adjustment | Other | December, 31 | ||||||
2024 |
|
|
| ( |
| ( |
| ( |
| |||
of which provisions for financial risks | ( | |||||||||||
of which asset retirement obligations |
|
|
| ( |
| |||||||
of which provisions for environmental contingencies |
|
|
| ( |
| |||||||
of which provisions for restructuring of activities |
|
| |
| ( |
| ||||||
2023 |
| |
| |
| ( |
| |
| ( |
| |
of which provisions for financial risks |
| | ( | |||||||||
of which asset retirement obligations |
|
| |
| ( |
| ||||||
of which provisions for environmental contingencies |
| |
| ( |
| |||||||
of which provisions for restructuring of activities |
|
| |
| ( |
| ||||||
2022 |
| |
| |
| ( |
| ( | | | ||
of which provisions for financial risks |
|
| |
| ( |
| ||||||
of which asset retirement obligations |
|
| |
| ( |
| ||||||
of which provisions for environmental contingencies | | ( | ||||||||||
of which provisions for restructuring of activities |
|
| |
| ( |
|
| Form 20-F 2024 TotalEnergies | F-63 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 12 |
Asset retirement obligations
Accounting principles Asset retirement obligations, which result from a legal or constructive obligation, are recognized based on a reasonable estimate in the period in which the obligation arises. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the useful life of this asset. An entity is required to measure changes in the liability for an asset retirement obligation due to the passage of time (accretion) by applying a discount rate to the amount of the liability. Given the long-term nature of expenditures related to our asset retirement obligations, the rate is determined by reference to the rates of high quality AA-rated corporate bonds on the USD area for a long-term horizon. The increase of the provision due to the passage of time is recognized as “Other financial expense”. |
The discount rate used for the valuation of asset retirement obligation is
A decrease of
Changes in the asset retirement obligation are as follows:
|
|
|
|
| Spending on |
| Currency |
|
| |||||||
As of | Revision in | New | existing | translation | As of | |||||||||||
(M$) | January 1, | Accretion | estimates | obligations | obligations | adjustment | Other | December 31, | ||||||||
2024 | | | | | ( | ( | ( | | ||||||||
2023 | | | ( | | ( | | ( | | ||||||||
2022 |
| | | ( | | ( | ( | ( | |
12.2 OTHER RISKS AND CONTINGENT LIABILITIES
TotalEnergies is not currently aware of any exceptional event, dispute, risks or contingent liabilities that could have a material impact on the assets and liabilities, results, financial position or operations of the TotalEnergies company, other than those mentioned below.
YEMEN
In Yemen, the deterioration of security conditions in the vicinity of the Balhaf site caused the company Yemen LNG, in which the TotalEnergies company holds a stake of
MOZAMBIQUE
Considering the evolution of the security situation in the north of the Cabo Delgado province in Mozambique, the TotalEnergies company has confirmed on April 26, 2021, the withdrawal of all Mozambique LNG project personnel from the Afungi site. This situation led the Company, as operator of Mozambique LNG project, to declare force majeure.
LEGAL AND ARBITRATION PROCEEDINGS
-FERC
The Office of Enforcement of the US Federal Energy Regulatory Commission (FERC) began in 2015 an investigation in connection with the natural gas trading activities in the United States of TotalEnergies Gas & Power North America, Inc. (TGPNA), a US subsidiary of TotalEnergies. The investigation covered transactions made by TGPNA between June 2009 and June 2012 on the natural gas market. TGPNA received a Notice of Alleged Violations from FERC on September 21, 2015. On April 28, 2016, FERC issued an order to show cause to TGPNA and
-DISPUTES RELATING TO CLIMATE
In France, the Corporation was summoned in January 2020 before Nanterre’s Civil Court of Justice by certain associations and local communities in order to oblige the Company to complete its Vigilance Plan, by identifying in detail risks relating to a global warming above 1.5 °C, as well as indicating the expected amount of future greenhouse gas emissions related to the Company’s activities and its product utilization by third parties and in order to obtain an injunction ordering the Corporation to cease exploration and exploitation of new oil or gas fields, to reduce its oil and gas production by 2030 and 2050, and to reduce its net direct and indirect CO2 emissions by
F-64 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 12 |
Some associations in France brought civil and criminal actions against TotalEnergies SE, with the purpose of proving that since May 2021 – after the change of name of TotalEnergies – the Corporation’s corporate communication and its publicity campaign contain environmental claims that are either false or misleading for the consumer. TotalEnergies considers that these accusations are unfounded.
In France, on July 4, 2023,
In the United States, several US subsidiaries of TotalEnergies were summoned, amongst many companies and professional associations, in several "climate litigation" cases, seeking to establish legal liability for past greenhouse gas emissions, and to compensate plaintiff public authorities, in particular for resulting adaptation costs. The Corporation was summoned, in some of these claims along with these subsidiaries considers that the courts lack jurisdiction, that it has many arguments to put forward, and considers also that the past and present behavior of the Company does not constitute a fault susceptible to give rise to liability.
MOZAMBIQUE
In France, victims and heirs of deceased persons filed a complaint against the Company in October 2023 with the Nanterre Prosecutor, following the events perpetrated by terrorists in the city of Palma in March 2021. This complaint would allege that the Corporation is liable for “unvoluntary manslaughter” and, “failure to assist people in danger”. The Corporation considers these accusations as unfounded in both law and fact2.
KAZAKHSTAN
On April 1st, 2024, the Republic of Kazakhstan filed a Statement of Claims in the context of an arbitration involving TotalEnergies EP Kazakhstan and its partners under the production sharing contract related to the North Caspian Sea. TotalEnergies EP Kazakhstan and its partners consider this action to be unfounded. Therefore, it is not possible at this date to reliably assess the potential consequences of this claim, particularly financial ones, nor the date of their implementation.
2 Refer to the press release published by the Company on October 11, 2023 contesting the accusations
| Form 20-F 2024 TotalEnergies | F-65 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 13 |
Note 13 Off-balance sheet commitments and lease contracts
13.1 OFF-BALANCE SHEET COMMITMENTS AND CONTRACTUAL OBLIGATIONS
Maturity and installments | ||||||||
As of December 31, 2024 | Less than 1 | Between 1 | More than 5 | |||||
(M$) |
| Total |
| year |
| and 5 years |
| years |
Non-current debt obligations net of hedging instruments (Note 15) | | – | | | ||||
Current portion of non-current debt obligations net of hedging instruments (Note 15) |
| |
| |
| – |
| – |
Lease obligations (Note 13.2) |
| |
| |
| |
| |
Asset retirement obligations (Note 12) |
| |
| |
| |
| |
Contractual obligations recorded in the balance sheet |
| |
| |
| |
| |
Lease obligations for low value assets, short term contracts or not yet commenced (Note 13.2) |
| |
| |
| |
| |
Purchase obligations |
| |
| |
| |
| |
Contractual obligations not recorded in the balance sheet |
| |
| |
| |
| |
TOTAL OF CONTRACTUAL OBLIGATIONS |
| |
| |
| |
| |
Guarantees given to customs authorities |
| |
| |
| |
| |
Guarantees given on borrowings |
| |
| |
| |
| |
Guarantees related to sales of businesses |
| |
| |
| |
| - |
Guarantees of current liabilities |
| |
| |
| - |
| - |
Guarantees to customers / suppliers |
| |
| |
| |
| |
Letters of credit |
| |
| |
| |
| |
Other operating commitments |
| |
| |
| |
| |
TOTAL OF OTHER COMMITMENTS GIVEN |
| |
| |
| |
| |
Assets received as collateral (security interests) | | | | | ||||
Sales obligations |
| |
| |
| |
| |
Other commitments received |
| |
| |
| |
| |
TOTAL OF COMMITMENTS RECEIVED |
| |
| |
| |
| |
of which commitments given relating to joint ventures |
| |
| |
| |
| |
of which commitments given relating to associates |
| |
| |
| |
| |
Maturity and installments | ||||||||
As of December 31, 2023 | Less than 1 | Between 1 | More than 5 | |||||
(M$) |
| Total |
| year |
| and 5 years |
| years |
Non-current debt obligations net of hedging instruments (Note 15) | | – | | | ||||
Current portion of non-current debt obligations net of hedging instruments (Note 15) |
| |
| |
| – |
| – |
Lease obligations (Note 13.2) |
| |
| |
| |
| |
Asset retirement obligations (Note 12) |
| |
| |
| |
| |
Contractual obligations recorded in the balance sheet |
| |
| |
| |
| |
Lease obligations for low value assets, short term contracts or not yet commenced (Note 13.2) |
| |
| |
| |
| |
Purchase obligations |
| |
| |
| |
| |
Contractual obligations not recorded in the balance sheet |
| |
| |
| |
| |
TOTAL OF CONTRACTUAL OBLIGATIONS |
| |
| |
| |
| |
Guarantees given to customs authorities |
| |
| |
| |
| |
Guarantees given on borrowings |
| |
| |
| |
| |
Guarantees related to sales of businesses |
| |
| |
| – |
| |
Guarantees of current liabilities |
| |
| |
| – |
| – |
Guarantees to customers / suppliers |
| |
| |
| |
| |
Letters of credit |
| |
| |
| |
| |
Other operating commitments |
| |
| |
| |
| |
TOTAL OF OTHER COMMITMENTS GIVEN |
| |
| |
| |
| |
Assets received as collateral (security interests) |
| |
| | | | ||
Sales obligations |
| |
| |
| |
| |
Other commitments received |
| |
| |
| |
| |
TOTAL OF COMMITMENTS RECEIVED |
| |
| |
| |
| |
of which commitments given relating to joint ventures |
| |
| |
| |
| |
of which commitments given relating to associates | |
| |
| |
| | |
F-66 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 13 |
Maturity and installments | ||||||||
As of December 31, 2022 | Less than 1 | Between 1 | More than 5 | |||||
(M$) |
| Total |
| year |
| and 5 years |
| years |
Non-current debt obligations net of hedging instruments (Note 15) |
| | – | | | |||
Current portion of non-current debt obligations net of hedging instruments (Note 15) |
| |
| |
| – |
| – |
Lease obligations (Note 13.2) |
| |
| |
| |
| |
Asset retirement obligations (Note 12) |
| |
| |
| |
| |
Contractual obligations recorded in the balance sheet |
| |
| |
| |
| |
Lease obligations for low value assets, short term contracts or not yet commenced (Note 13.2) |
| |
| |
| |
| |
Purchase obligations |
| |
| |
| |
| |
Contractual obligations not recorded in the balance sheet |
| |
| |
| |
| |
TOTAL OF CONTRACTUAL OBLIGATIONS |
| |
| |
| |
| |
Guarantees given to customs authorities |
| |
| |
| |
| |
Guarantees given on borrowings |
| |
| |
| |
| |
Guarantees related to sales of businesses |
| |
| |
| – |
| |
Guarantees of current liabilities |
| |
| |
| |
| – |
Guarantees to customers / suppliers |
| |
| |
| |
| |
Letters of credit |
| |
| |
| |
| |
Other operating commitments |
| |
| |
| |
| |
TOTAL OF OTHER COMMITMENTS GIVEN |
| |
| |
| |
| |
Assets received as collateral (security interests) |
| |
| |
| |
| |
Sales obligations |
| |
| |
| |
| |
Other commitments received |
| |
| |
| |
| |
TOTAL OF COMMITMENTS RECEIVED |
| |
| |
| |
| |
of which commitments given relating to joint ventures |
| |
| |
| |
| |
of which commitments given relating to associates | |
| |
| |
| | |
A. Contractual obligations
Debt obligations
“Non-current debt obligations” are included in the items “Non-current financial debt” and “Non-current financial assets” of the Consolidated Balance Sheet. It includes the non-current portion of swaps hedging bonds and excludes non-current lease obligations of $
The current portion of non-current debt is included in the items “Current borrowings”, “Current financial assets” and “Other current financial liabilities” of the Consolidated Balance Sheet. It includes the current portion of swaps hedging bonds and excludes the current portion of lease obligations of $
The information regarding contractual obligations linked to indebtedness is presented in Note 15 to the Consolidated Financial Statements.
Lease contracts
The information regarding leases is presented in Note 13.2 to the Consolidated Financial Statements.
Asset retirement obligations
This item represents the discounted present value of Exploration & Production and Integrated LNG asset retirement obligations, primarily asset removal costs at the completion date. The information regarding contractual obligations linked to asset retirement obligations is presented in Note 12 to the Consolidated Financial Statements.
Purchase obligations
Purchase obligations are obligations under contractual agreements to purchase goods or services, including capital projects. These obligations are enforceable and legally binding on the company and specify all significant terms, including the amount and the timing of the payments.
These obligations mainly include: unconditional hydrocarbon purchase contracts (except where an active, highly-liquid market exists and when the hydrocarbons are expected to be re-sold shortly after purchase) in the Integrated LNG segment, reservation of transport capacities in pipelines, unconditional exploration works and development works in the Exploration & Production and Integrated LNG segment, and contracts for capital investment projects in the Refining & Chemicals segment.
B. Other commitments given
Guarantees given to customs authorities
These consist of guarantees given by TotalEnergies to customs authorities in order to guarantee the payments of taxes and excise duties on the importation of oil and gas products, mostly in France.
| Form 20-F 2024 TotalEnergies | F-67 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 13 |
Guarantees given on borrowings
TotalEnergies guarantees bank debt and lease obligations of certain non-consolidated subsidiaries and equity affiliates. Maturity dates vary, and guarantees will terminate on payment and/or cancellation of the obligation. A payment would be triggered by failure of the guaranteed party to fulfill its obligation covered by the guarantee, and no assets are held as collateral for these guarantees. As of December 31, 2024, the maturities of these guarantees are up to 2047.
As of December 31, 2024, the guarantees provided by TotalEnergies SE in connection with the financing of the Mozambique LNG project amount to $
As of December 31, 2024, the guarantees provided by TotalEnergies SE in connection with the financing of the Ichthys LNG project amount to $
As of December 31, 2024, the guarantees provided by TotalEnergies SE in connection with the financing of the Yamal LNG project amount to $
As of December 31, 2024, the guarantees provided by TotalEnergies SE in connection with the financing of the Amiral project amount to $
As of December 31, 2024, the guarantees provided by TotalEnergies SE in connection with the financing of the Bayport Polymers LLC project, amount to $
As of December 31, 2024, the guarantees provided by TotalEnergies Holdings in connection with the financing of the Oranje Wind (HKW) project, amount to $
As of December 31, 2024, TotalEnergies SE has confirmed guarantees for TotalEnergies Refining Saudi Arabia SAS shareholders’ advances for an amount of $
As of December 31, 2024, the guarantees provided by TotalEnergies SE in connection with the financing of the Arctic LNG2 project amount to $
As of December 31, 2024, the guarantees provided by TotalEnergies Holdings in connection with the financing of the Rio Grande LNG project amount to $
As of December 31, 2024, the guarantees provided by TotalEnergies Holdings in connection with the financing of the Seagreen project, amount to $
Indemnities related to sales of businesses
In the ordinary course of business, TotalEnergies executes contracts involving standard indemnities for the oil industry and indemnities specific to transactions such as sales of businesses. These indemnities might include claims against any of the following: environmental, tax and shareholder matters, intellectual property rights, governmental regulations and employment-related matters, and commercial contractual relationships. Performance under these indemnities would generally be triggered by a breach of terms of the contract or by a third party claim. TotalEnergies regularly evaluates the probability of having to incur costs associated with these indemnities.
Other guarantees given
Non-consolidated subsidiaries
TotalEnergies also guarantees the current liabilities of certain non-consolidated subsidiaries. Performance under these guarantees would be triggered by a financial default of the entity.
Operating agreements
As part of normal ongoing business operations and consistent with generally accepted industry practices, TotalEnergies enters into numerous agreements with other parties. These commitments are often entered into for commercial purposes, for regulatory purposes or for other operating agreements.
C. Commitments received
Sales obligations
These amounts represent binding obligations to sell goods, including in particular hydrocarbon sales contracts (except where an active, highly-liquid market exists and when the volumes are expected to be re-sold shortly after purchase).
13.2 LEASE CONTRACTS
Accounting principles A lease contract is a contract that grants lessee the right to use an identified asset for a specified period of time in exchange for consideration. At lease inception, an asset corresponding to right of use and a debt are recognized in the lessee’s balance sheet. Carrying value of right of use corresponds to present value of future lease payments plus any direct costs incurred for concluding the contract. Lease debt is recorded as a liability in the balance sheet under financial debts. Rights of use are depreciated over the useful lives applied by TotalEnergies. Leases that are of short duration or that relate to low value assets are not recorded in the balance sheet, in accordance with the exemptions in the standard. They are presented as off-balance sheet commitments. |
TotalEnergies mainly leases real estate, service stations, ships, and other equipment (refer to Note 7 to the Consolidated Financial Statements).
F-68 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 13 |
The future minimum lease payments on leases to which TotalEnergies is committed are as follows:
For the year ended December 31, 2024 |
|
| Leases recorded in | |
(M$) | Exempted contracts | balance sheet | ||
2025 |
| |
| |
2026 |
| |
| |
2027 |
| |
| |
2028 |
| |
| |
2029 |
| |
| |
2030 and beyond |
| |
| |
Total minimum payments |
| |
| |
Less financial expenses |
|
|
| ( |
Nominal value of contracts |
|
|
| |
Less current portion of lease contracts (Note 15) |
|
|
| ( |
Non-current lease liabilities |
|
|
| |
For the year ended December 31, 2023 |
|
| Leases recorded in | |
(M$) | Exempted contracts | balance sheet | ||
2024 |
| |
| |
2025 |
| |
| |
2026 |
| |
| |
2027 |
| |
| |
2028 |
| |
| |
2029 and beyond |
| |
| |
Total minimum payments |
| |
| |
Less financial expenses |
|
|
| ( |
Nominal value of contracts |
|
|
| |
Less current portion of lease contracts (Note 15) |
|
|
| ( |
Non-current lease liabilities |
|
|
| |
For the year ended December 31, 2022 |
| Leases recorded in | ||
(M$) | Exempted contracts |
| balance sheet | |
2023 |
| |
| |
2024 |
| |
| |
2025 |
| |
| |
2026 |
| |
| |
2027 |
| |
| |
2028 and beyond |
| |
| |
Total minimum payments |
| |
| |
Less financial expenses |
|
|
| ( |
Nominal value of contracts |
|
|
| |
Less current portion of lease contracts (Note 15) |
|
|
| ( |
Non-current lease liabilities |
|
|
| |
For the year ended December 31, 2024, rental expense recorded in the income statement and incurred under short term leases or low value assets leases and under variable lease payments is $
For the year ended December 31, 2023, rental expense recorded in the income statement and incurred under short term leases or low value assets leases and under variable lease payments is $
For the year ended December 31, 2022, rental expense recorded in the income statement and incurred under short term leases or low value assets leases and under variable lease payments was $
Other information required on lease debts, notably their maturity, is presented in Note 15 to the Consolidated Financial Statements.
| Form 20-F 2024 TotalEnergies | F-69 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 14 |
Note 14 Financial assets and liabilities analysis per instrument class and strategy
The financial assets and liabilities disclosed in the balance sheet are detailed as follows:
As of December 31, 2024 | Other | |||||||||||
(M$) |
| Fair value through |
| comprehensive |
| Fair value of bonds | ||||||
Assets / (Liabilities) |
| Amortized cost |
| P&L |
| income |
| hedging instruments |
| Total |
| Fair value |
Equity affiliates: loans |
|
|
| - |
| - |
|
| ||||
Other investments |
| - |
|
|
| - |
|
| ||||
Non-current financial assets |
|
|
|
|
|
| ||||||
Other non-current assets |
|
| - |
| - |
| - |
|
| |||
Accounts receivable, net(b) |
|
| - |
| - |
| - |
|
| |||
Other operating receivables |
|
|
|
| - |
|
| |||||
Current financial assets |
|
|
| - |
|
|
| |||||
Cash and cash equivalents |
|
| - |
| - |
| - |
|
| |||
Total financial assets |
|
|
|
|
|
| ||||||
Total non-financial assets |
|
|
| |||||||||
TOTAL ASSETS |
|
|
| |||||||||
Non-current financial debt(a) |
| ( |
| ( |
| - |
| ( |
| ( |
| ( |
Accounts payable(b) |
| ( |
| - |
| - |
| - |
| ( |
| ( |
Other operating liabilities |
| ( |
| ( |
| ( |
| - |
| ( |
| ( |
Current borrowings(a) |
| ( |
| - |
| - |
| - |
| ( |
| ( |
Other current financial liabilities |
| - |
| ( |
| - |
| ( |
| ( |
| ( |
Total financial liabilities |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Total non-financial liabilities |
|
| ( |
| ||||||||
TOTAL LIABILITIES |
|
| ( |
|
(a) | The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (refer to Note 15 to the Consolidated Financial Statements). |
(b) | Receivables and are offset by an amount of $ |
As of December 31, 2023 | Other | |||||||||||
(M$) |
| Fair value through |
| comprehensive |
| Fair value of bonds | ||||||
Assets / (Liabilities) |
| Amortized cost |
| P&L |
| income |
| hedging instruments |
| Total |
| Fair value |
Equity affiliates: loans |
| |
| |
| – |
| – |
| |
| |
Other investments |
| – |
| |
| |
| – |
| |
| |
Non-current financial assets |
| |
| |
| |
| |
| |
| |
Other non-current assets |
| |
| – |
| – |
| – |
| |
| |
Accounts receivable, net(b) |
| |
| – |
| – |
| – |
| |
| |
Other operating receivables |
| |
| |
| |
| – |
| |
| |
Current financial assets |
| |
| |
| – |
| |
| |
| |
Cash and cash equivalents |
| |
| – |
| – |
| – |
| |
| |
Total financial assets |
| |
| |
| |
| |
| |
| |
Total non-financial assets |
|
| |
| ||||||||
TOTAL ASSETS |
|
| |
| ||||||||
Non-current financial debt(a) |
| ( |
| ( |
| – |
| ( |
| ( |
| ( |
Accounts payable(b) |
| ( |
| – |
| – |
| – |
| ( |
| ( |
Other operating liabilities |
| ( |
| ( |
| ( |
| – |
| ( |
| ( |
Current borrowings(a) |
| ( |
| – |
| – |
| – |
| ( |
| ( |
Other current financial liabilities |
| – |
| ( |
| – |
| ( |
| ( |
| ( |
Total financial liabilities |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Total non-financial liabilities |
|
| ( |
| ||||||||
TOTAL LIABILITIES |
|
| ( |
|
(a) | The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (refer to Note 15 to the Consolidated Financial Statements). |
(b) | Receivables and are offset by an amount of $ |
F-70 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 14 |
As of December 31, 2022 | Other |
| ||||||||||
(M$) |
| Fair value through |
| comprehensive |
| Fair value of bonds |
| |||||
Assets / (Liabilities) |
| Amortized cost |
| P&L |
| income |
| hedging instruments |
| Total |
| Fair value |
Equity affiliates: loans |
| |
| – |
| – |
| – |
| |
| |
Other investments |
| – |
| |
| |
| – |
| |
| |
Non-current financial assets |
| |
| |
| – |
| |
| |
| |
Other non-current assets |
| |
| – |
| – |
| – |
| |
| |
Accounts receivable, net(b) |
| |
| – |
| – |
| – |
| |
| |
Other operating receivables |
| |
| |
| |
| – |
| |
| |
Current financial assets |
| |
| |
| |
| |
| |
| |
Cash and cash equivalents |
| |
| – |
| – |
| – |
| |
| |
Total financial assets |
| |
| |
| |
| |
| |
| |
Total non-financial assets |
|
| |
| ||||||||
TOTAL ASSETS |
|
| |
| ||||||||
Non-current financial debt(a) |
| ( |
| ( |
| – |
| ( |
| ( |
| ( |
Accounts payable(b) |
| ( |
| – |
| – |
| – |
| ( |
| ( |
Other operating liabilities |
| ( |
| ( |
| ( |
| – |
| ( |
| ( |
Current borrowings (a) |
| ( |
| – |
| – |
| – |
| ( |
| ( |
Other current financial liabilities |
| – |
| ( |
| – |
| ( |
| ( |
| ( |
Total financial liabilities |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Total non-financial liabilities |
|
| ( |
| ||||||||
TOTAL LIABILITIES |
|
| ( |
|
(a) | The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (refer to Note 15 to the Consolidated Financial Statements). |
(b) | Receivables and are offset by an amount of $ |
| Form 20-F 2024 TotalEnergies | F-71 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
Note 15 Financial structure and financial costs
15.1 FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS
A) Non-current financial debt and related financial instruments
As of December 31, 2024 | ||||||
(M$) | ||||||
(Assets) / Liabilities |
| Secured |
| Unsecured |
| Total |
Non-current financial debt |
| |
| |
| |
of which hedging instruments of non-current financial debt (liabilities) |
| - |
| |
| |
Non-current financial assets |
| ( |
| ( |
| ( |
of which hedging instruments of non-current financial debt (assets) |
| - |
| ( |
| ( |
NON-CURRENT NET FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS |
| |
| |
| |
Variable rate bonds or bonds after fair value hedge |
| |
| |
| |
Fixed rate bonds or bonds after cash flow hedge |
| - |
| |
| |
Other floating rate debt |
| |
| |
| |
Other fixed rate debt |
| |
| |
| |
Lease obligations |
| |
| - |
| |
Non-current financial assets excluding derivative financial instruments | ( | ( | ( | |||
Non-current instruments held for trading |
| - |
| ( |
| ( |
NON-CURRENT NET FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS |
| |
| |
| |
As of December 31, 2023 | ||||||
(M$) | ||||||
(Assets) / Liabilities |
| Secured |
| Unsecured |
| Total |
Non-current financial debt |
| |
| |
| |
of which hedging instruments of non-current financial debt (liabilities) |
| – |
| |
| |
Non-current financial assets |
| ( |
| ( |
| ( |
of which hedging instruments of non-current financial debt (assets) |
| – |
| ( |
| ( |
NON-CURRENT NET FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS |
| |
| |
| |
Variable rate bonds or bonds after fair value hedge |
| – |
| |
| |
Fixed rate bonds or bonds after cash flow hedge |
| – |
| |
| |
Other floating rate debt |
| |
| |
| |
Other fixed rate debt |
| |
| |
| |
Lease obligations | |
| – |
| | |
Non-current financial assets excluding derivative financial instruments |
| ( | ( | ( | ||
Non-current instruments held for trading |
| – |
| ( |
| ( |
NON-CURRENT NET FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS |
| |
| |
| |
As of December 31, 2022 | ||||||
(M$) | ||||||
(Assets) / Liabilities |
| Secured |
| Unsecured |
| Total |
Non-current financial debt |
| |
| |
| |
of which hedging instruments of non-current financial debt (liabilities) |
| – |
| |
| |
Non-current financial assets |
| ( |
| ( |
| ( |
of which hedging instruments of non-current financial debt (assets) |
| – |
| ( |
| ( |
NON-CURRENT NET FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS |
| |
| |
| |
Variable rate bonds or bonds after fair value hedge |
| – |
| |
| |
Fixed rate bonds or bonds after cash flow hedge |
| – |
| |
| |
Other floating rate debt |
| |
| |
| |
Other fixed rate debt |
| |
| |
| |
Lease obligations |
| |
| – |
| |
Non-current financial assets excluding derivative financial instruments |
| ( | – | ( | ||
Non-current instruments held for trading | – |
| ( |
| ( | |
NON-CURRENT NET FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS |
| |
| |
| |
F-72 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
The bonds, as of December 31, 2024, after taking into account currency and interest rates swaps fair value, are detailed as follows:
Amount | Amount | Amount | ||||||
Bonds after fair value hedge or variable rate | after | after | after | |||||
bonds | Currency of | December 31, | December 31, | December 31, | ||||
(M$) |
| issuance |
| 2024 |
| 2023(a) |
| 2022 |
Bond | USD | | | | ||||
Bond | EUR | | | | ||||
Bond | Others | | | | ||||
Current portion (less than one year) | ( | ( | ( | |||||
Principal financing entities(b) | | | | |||||
Other consolidated subsidiaries | | | | |||||
TOTAL VARIABLE RATE BONDS OR BONDS AFTER FAIR VALUE HEDGE | | | |
Amount | Amount | Amount | ||||||
Bonds after cash flow hedge or | after | after | after | |||||
fixed rate bonds | Currency of | December 31, | December 31, | December 31, | ||||
(M$) |
| issuance |
| 2024 |
| 2023 |
| 2022 |
Bond |
| EUR |
| |
| |
| |
Bond |
| USD |
| |
| |
| |
Bond | Others | | | | ||||
Current portion (less than one year) |
|
|
| ( |
| ( |
| ( |
Principal financing entities(b) |
|
|
| |
| |
| |
Other consolidated subsidiaries |
|
|
| |
| |
| |
TOTAL BONDS AFTER CASH FLOW HEDGE OR FIXED RATE BONDS |
|
|
| |
| |
| |
(a) | The IBOR rate reform mainly impacted the bonds after fair value hedge, on principal financing entities and TotalEnergies SE, indexed on the USD LIBOR rate. At December 31, 2023, the amount of the bonds after fair value hedge (both non-current and current portions) on principal financing entities and TotalEnergies SE was $ |
(b) | All debt securities issued through the following subsidiaries are fully and unconditionally guaranteed by TotalEnergies SE as to payment of principal, premium, if any, interest and any other amounts due: |
- | TotalEnergies Capital is a wholly and directly owned subsidiary of TotalEnergies SE (except for |
- | TotalEnergies Capital Canada Ltd. is a wholly and directly owned subsidiary of TotalEnergies SE. It acted as a financing vehicle for the activities of TotalEnergies in Canada. The repayment of its financial debt (capital, premium and interest) is fully and unconditionally guaranteed by TotalEnergies SE; |
- | TotalEnergies Capital International is a wholly and directly owned subsidiary of TotalEnergies SE (except for |
| Form 20-F 2024 TotalEnergies | F-73 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
Loan repayment schedule (excluding current portion)
|
| of which hedging |
|
| of which hedging |
|
|
| |||||
instruments | instruments | Non-current net |
| ||||||||||
As of December 31, | of non‑current | Non-current | of non-current | financial debt and |
| ||||||||
2024 | Non‑current | financial debt | financial | financial debt | related financial |
| |||||||
(M$) | financial debt | (liabilities) | assets | (assets) | instruments | % |
| ||||||
2026 |
| |
| |
| ( |
| ( |
| |
| | % |
2027 |
| |
| |
| ( |
| ( |
| |
| | % |
2028 |
| |
| |
| ( |
| ( |
| |
| | % |
2029 |
| |
| |
| ( |
| ( |
| |
| | % |
2030 and beyond |
| |
| |
| ( |
| ( |
| |
| | % |
TOTAL |
| |
| |
| ( |
| ( |
| |
| | % |
|
| of which hedging |
|
| of which hedging |
|
|
| |||||
instruments | instruments | Non-current net |
| ||||||||||
As of December 31, | of non‑current | Non-current | of non-current | financial debt and |
| ||||||||
2023 | Non‑current | financial debt | financial | financial debt | related financial |
| |||||||
(M$) |
| financial debt | (liabilities) | assets | (assets) | instruments | % | ||||||
2025 |
| |
| |
| ( |
| ( |
| |
| | % |
2026 |
| |
| |
| ( |
| ( |
| |
| | % |
2027 |
| |
| |
| ( |
| ( |
| |
| | % |
2028 |
| |
| |
| ( |
| ( |
| |
| | % |
2029 and beyond |
| |
| |
| ( |
| ( |
| |
| | % |
TOTAL |
| |
| |
| ( |
| ( |
| |
| | % |
of which hedging | of which hedging |
| |||||||||||
instruments | instruments | Non-current net |
| ||||||||||
As of December 31, | of non‑current | Non-current | of non-current | financial debt and |
| ||||||||
2022 | Non‑current | financial debt | financial | financial debt | related financial |
| |||||||
(M$) |
| financial debt |
| (liabilities) |
| assets |
| (assets) |
| instruments |
| % |
|
2024 |
| |
| |
| ( |
| ( |
| |
| | % |
2025 |
| |
| |
| ( |
| ( |
| |
| | % |
2026 |
| |
| |
| ( |
| ( |
| |
| | % |
2027 |
| |
| |
| ( |
| ( |
| |
| | % |
2028 and beyond |
| |
| |
| ( |
| ( |
| |
| | % |
TOTAL |
| |
| |
| ( |
| ( |
| |
| | % |
Analysis by currency and interest rate
These analyses take into account interest rate and foreign currency swaps to hedge non-current financial net debt.
As of December 31, |
|
|
|
|
|
|
|
|
|
|
|
| |
(M$) |
| 2024 |
| % |
| 2023 |
| % |
| 2022 |
| % |
|
U.S. dollar |
| |
| | % | |
| | % | |
| | % |
Euro |
| |
| | % | |
| | % | |
| | % |
Norwegian krone |
| |
| | % | |
| | % | |
| | % |
Other currencies |
| |
| | % | |
| | % | |
| | % |
TOTAL |
| |
| | % | |
| | % | |
| | % |
As of December 31, |
| ||||||||||||
(M$) |
| 2024 |
| % |
| 2023 |
| % |
| 2022 |
| % |
|
Fixed rate |
| |
| | % | |
| | % | |
| | % |
Floating rate |
| |
| | % | |
| | % | |
| | % |
TOTAL |
| |
| | % | |
| | % | |
| | % |
F-74 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
B) Current financial assets and liabilities
Current borrowings consist mainly of drawings on commercial papers or treasury bills and of bank loans. Current deposits beyond three months include initial margins held as part of the Company’s activities on organized markets.
As of December 31, | ||||||
(M$) | ||||||
(Assets) / Liabilities |
| 2024 |
| 2023 |
| 2022 |
Current financial debt(a) |
| |
| |
| |
Current lease obligations |
| |
| |
| |
Current portion of non-current financial debt |
| |
| |
| |
Current borrowings (Note 14) |
| |
| |
| |
Current portion of hedging instruments of debt (liabilities) |
| |
| |
| |
Other current financial instruments (liabilities) |
| |
| |
| |
Other current financial liabilities (Note 14) |
| |
| |
| |
Current deposits beyond three months |
| ( |
| ( |
| ( |
Marketable securities | ( | ( | ( | |||
Financial receivables on sub-lease, current |
| ( |
| ( |
| ( |
Current portion of hedging instruments of debt (assets) |
| ( |
| ( |
| ( |
Other current financial instruments (assets) |
| ( |
| ( |
| ( |
Current financial assets (Note 14) |
| ( |
| ( |
| ( |
NET CURRENT BORROWINGS |
| |
| |
| |
(a) | As of December 31, 2024, December 31, 2023 and December 31, 2022, current financial debt includes notably short-term negotiable debt security issued through programs fully and unconditionally secured by TotalEnergies SE. |
C) Cash flow from (used in) financing activities
The variations of financial debt are detailed as follows:
Non-cash changes | ||||||||||||||||
As of | Change in scope, | Reclassification | As of | |||||||||||||
January 1, | Cash | including IFRS 5 | Foreign | Changes in | Non-current / | December 31, | ||||||||||
(M$) |
| 2024 |
| changes |
| reclassification |
| currency |
| fair value |
| Current |
| Other |
| 2024 |
Non-current financial instruments - assets(a) and non-current financial assets | ( | – | | | | | ( | ( | ||||||||
Non-current financial debt | | | ( | ( | ( | ( | | | ||||||||
Non-current financial debt and related financial instruments | | | ( | ( | ( | ( | | | ||||||||
Current financial instruments - assets(a) |
| ( |
| |
| ( |
| |
| ( |
| ( |
| ( |
| ( |
Current borrowings |
| |
| ( |
| |
| ( |
| ( |
| |
| |
| |
Current financial instruments - liabilities(a) |
| |
| – |
| ( |
| ( |
| |
| – |
| – |
| |
Current financial debt and related financial instruments |
| |
| ( |
| |
| ( |
| ( |
| |
| |
| |
Financial debt and financial assets classified as held for sale |
| |
| – |
| ( |
| ( |
| – |
| – |
| – |
| |
NET FINANCIAL DEBT |
| |
| |
| ( |
| ( |
| ( |
| – |
| |
| |
(a) | Fair value or cash flow hedge instruments and other non-hedge debt-related derivative instruments. |
Non-cash changes | ||||||||||||||||
As of | Change in scope, | Reclassification | As of | |||||||||||||
January 1, | Cash | including IFRS 5 | Foreign | Changes in | Non-current / | December 31, | ||||||||||
(M$) |
| 2023 |
| changes |
| reclassification |
| currency |
| fair value |
| Current |
| Other |
| 2023 |
Non-current financial instruments - assets(a) and non-current financial assets |
| ( | – | ( |
| ( | | | ( | ( | ||||||
Non-current financial debt |
| | | |
| | ( | ( | | | ||||||
Non-current financial debt and related financial instruments | | | | | | ( | | | ||||||||
Current financial instruments - assets(a) |
| ( |
| |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Current borrowings |
| |
| ( |
| |
| |
| |
| |
| |
| |
Current financial instruments - liabilities(a) |
| |
| – |
| |
| |
| ( |
| – |
| – |
| |
Current financial debt and related financial instruments | | ( | | | ( | | | | ||||||||
Financial debt and financial assets classified as held for sale |
| ( |
| – |
| |
| |
| – |
| – |
| – |
| |
NET FINANCIAL DEBT |
| |
| ( |
| |
| |
| |
| – |
| |
| |
| (a) | Fair value or cash flow hedge instruments and other non-hedge debt-related derivative instruments. |
Non-cash changes | ||||||||||||||||
As of | Change in scope, | Reclassification | As of | |||||||||||||
January 1, | Cash | including IFRS 5 | Foreign | Changes in | Non-current / | December 31, | ||||||||||
(M$) |
| 2022 |
| changes |
| reclassification |
| currency |
| fair value |
| Current |
| Other |
| 2022 |
Non-current financial instruments - assets (a) and non-current financial assets | ( | – | |
| | ( | | ( | ( | |||||||
Non-current financial debt |
| | | ( |
| ( | | ( | | | ||||||
Non-current financial debt and related financial instruments |
| | | ( | ( | ( | ( | | | |||||||
Current financial instruments - assets(a) |
| ( |
| |
| – |
| |
| ( |
| ( |
| ( |
| ( |
Current borrowings | |
| ( |
| ( |
| ( |
| ( |
| |
| |
| | |
Current financial instruments - liabilities(a) |
| |
| – |
| – |
| ( |
| |
| — |
| — |
| |
Current financial debt and related financial instruments |
| | ( | ( | ( | ( | | | | |||||||
Financial debt and financial assets classified as held for sale |
| ( |
| – |
| ( |
| – |
| – |
| – |
| — |
| ( |
NET FINANCIAL DEBT |
| |
| ( |
| ( |
| ( |
| ( |
| – |
| |
| |
(a)Fair value or cash flow hedge instruments and other non-hedge debt-related derivative instruments.
| Form 20-F 2024 TotalEnergies | F-75 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
Monetary changes in non-current financial debt are detailed as follows:
For the year ended December 31, | ||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Issuance of non-current debt |
| |
| |
| |
Repayment of non-current debt |
| ( |
| ( |
| ( |
NET AMOUNT |
| |
| |
| |
D) Cash and cash equivalents
Accounting principles Cash and cash equivalents are composed of cash on hand and highly liquid short-term investments that are easily convertible into known amounts of cash and are subject to insignificant risks of changes in value. Investments with maturity greater than three months and less than twelve months are shown under “Current financial assets”. Changes in current financial assets and liabilities are included in the financing activities section of the consolidated statement of cash flows. |
Cash and cash equivalents are detailed as follows:
For the year ended December 31, | ||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Cash |
| |
| |
| |
Cash equivalents |
| |
| |
| |
TOTAL |
| |
| |
| |
Cash equivalents are mainly composed of deposits with a maturity of less than three months, deposited in government institutions or deposit banks selected in accordance with strict criteria.
As of December 31, 2024, the cash and cash equivalents include $
E) Net-debt-to-capital ratio
For its internal and external communication needs, TotalEnergies calculates a debt ratio by dividing its net financial debt excluding leases by its capital.
The ratio is calculated as follows: Net debt excluding leases / (Equity + Net debt excluding leases)
As of December 31, |
| ||||||
(M$) |
|
|
|
| |||
(Assets) / Liabilities |
| 2024 |
| 2023 |
| 2022 | |
Current borrowings(a) |
| | | | |||
Other current financial liabilities |
| | | | |||
Current financial assets(a) |
| ( | ( | ( | |||
Net financial assets and liabilities held for sale or exchange(a) |
| | | ( | |||
Non-current financial debt(a) |
| | | | |||
Non-current financial assets(a) |
| ( | ( | ( | |||
Cash and cash equivalents |
| ( | ( | ( | |||
Net financial debt excluding leases |
| | | | |||
Shareholders’ equity – TotalEnergies share |
| | | | |||
Distribution of the income based on existing shares at the closing date |
| | | | |||
Shareholders’ equity |
| | | | |||
NET-DEBT-TO-CAPITAL RATIO EXCLUDING LEASES |
| | % | | % | | % |
(a) | Excluding lease receivables & lease debts. |
F-76 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
15.2 FAIR VALUE OF FINANCIAL INSTRUMENTS (EXCLUDING COMMODITY CONTRACTS)
Accounting principles TotalEnergies uses derivative instruments to manage its exposure to risks of changes in interest rates, foreign exchange rates and commodity prices. These financial instruments are accounted for in accordance with IFRS 9, changes in fair value of derivative instruments are recognized in the income statement or in other comprehensive income and are recognized in the balance sheet in the accounts corresponding to their nature, according to the risk management strategy. The derivative instruments used by TotalEnergies are the following: - Cash management Financial instruments used for cash management purposes are part of a hedging strategy of currency and interest rate risks within global limits set by TotalEnergies and are considered to be held for trading. Changes in fair value are systematically recorded in the income statement. The balance sheet value of those instruments is included in “Current financial assets” or “Other current financial liabilities”. - Long-term financing When an external long-term financing is set up, specifically to finance subsidiaries, and when this financing involves currency and interest rate derivatives, these instruments are qualified as: 1) Fair value hedge of the interest rate and currency risks on the external debt financing the loans to subsidiaries. Changes in fair value of derivatives are recognized in the income statement, as are changes in fair value of underlying financial debts and loans to subsidiaries. The fair value of those hedging instruments of long-term financing is included in assets under “Non-current financial assets” or in liabilities under “Non-current financial debt” for the non-current portion. The current portion (less than one year) is accounted for in “Current financial assets” or “Other current financial liabilities”. In case of the anticipated termination of derivative instruments accounted for as fair value hedges, the amount paid or received is recognized in the income statement and: ● If this termination is due to an early cancellation of the hedged items, the adjustment previously recorded as revaluation of those hedged items is also recognized in the income statement; ● If the hedged items remain in the balance sheet, the adjustment previously recorded as a revaluation of those hedged items is amortized over the remaining life of those items. In case of a change in the strategy of the hedge (fair value hedge to cash flow hedge), if the components of the initial aggregated exposure had already been designated in a hedging relationship (FVH), TotalEnergies designates the new instrument as a hedging instrument of an aggregated position (CFH) without having to end the initial hedging relationship. 2) Cash flow hedge when TotalEnergies implements a strategy of fixing interest rate and/or currency rate on the external debt. Changes in fair value are recorded in other comprehensive income for the effective portion of the hedging and in the income statement for the ineffective portion of the hedging. When the hedged transaction affects profit or loss, the fair value variations of the hedging instrument recorded in equity are also symmetrically recycled to the income statement. The fair value of those hedging instruments of long-term financing is included in assets under “Non-current financial assets” or in liabilities under “Non-current financial debt” for the non-current portion. The current portion (less than one year) is accounted for in “Current financial assets” or “Other current financial liabilities”. If the hedging instrument expires, is sold or terminated by anticipation, gains or losses previously recognized in equity remain in equity. Amounts are recycled to the income statement only when the hedged transaction affects profit or loss. 3) In compliance with IFRS 9, TotalEnergies has decided to recognize in a separate component of the comprehensive income the variation of foreign currency basis spread (Cross Currency Swaps) identified in the hedging relationships qualified as fair value hedges and cash flow hedges. - Foreign subsidiaries’ equity hedge Certain financial instruments hedge against risks related to the equity of foreign subsidiaries whose functional currency is not the euro (mainly the dollar). These instruments qualify as “net investment hedges” and changes in fair value are recorded in other comprehensive income under “Currency translation” for the effective portion of the hedging and in the income statement for the ineffective portion of the hedging. Gains or losses on hedging instruments previously recorded in equity, are reclassified to the income statement in the same period as the total or partial disposal of the foreign activity. The fair value of these instruments is recorded under “Current financial assets” and “Other current financial liabilities”. - Commitments to purchase shares held by non-controlling interests (put options written on minority interests) Put options granted to non-controlling-interest shareholders are initially recognized as financial liabilities at the present value of the exercise price of the options with a corresponding reduction in shareholders’ equity – TotalEnergies share. The financial liability is subsequently measured at fair value at each balance sheet date in accordance with contractual clauses and any variation is recorded in the income statement (cost of debt). |
A) Impact on the income statement per nature of financial instruments
Assets and liabilities from financing activities
The impact on the income statement of financing assets and liabilities mainly includes:
| ● | Financial income on cash, cash equivalents, and current financial assets (notably current deposits beyond three months) classified as “Loans and receivables”; |
| ● | Financial expense of long-term subsidiaries financing, associated hedging instruments (excluding ineffective portion of the hedge detailed below) and financial expense of short-term financing classified as “Financing liabilities and associated hedging instruments”; |
| ● | Ineffective portion of bond hedging; |
| Form 20-F 2024 TotalEnergies | F-77 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
| ● | Financial income and financial expense on lease contracts and, |
| ● | Financial income, financial expense and fair value of derivative instruments used for cash management purposes classified as “Assets and liabilities held for trading”. |
Financial derivative instruments used for cash management purposes (interest rate and foreign exchange) are considered to be held for trading. Based on practical documentation issues, TotalEnergies did not elect to set up hedge accounting for such instruments. The impact on income statement of the derivatives is offset by the impact of loans and current liabilities they are related to. Therefore these transactions taken as a whole do not have a significant impact on the Consolidated Financial Statements.
For the year ended December 31, |
|
|
| |||
(M$) | 2024 |
| 2023 |
| 2022 | |
Loans and receivables |
| | | | ||
Financing liabilities and associated hedging instruments |
| ( |
| ( |
| ( |
Fair value hedge (ineffective portion) |
| |
| |
| ( |
Lease assets and obligations |
| ( |
| ( |
| ( |
Assets and liabilities held for trading |
| |
| |
| |
IMPACT ON THE COST OF NET DEBT |
| ( |
| ( |
| ( |
B) Impact of the hedging strategies
Fair value hedge instruments
The impact on the income statement of the bond hedging instruments which is recorded in the item “Financial interest on debt” in the Consolidated Statement of Income is detailed as follows:
For the year ended December 31, |
|
|
| |||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Revaluation impact at market value of bonds |
| ( |
| ( |
| |
Swaps hedging bonds |
| |
| |
| ( |
INEFFECTIVE PORTION OF THE FAIR VALUE HEDGE |
| |
| |
| ( |
The ineffective portion is not representative of TotalEnergies’ performance considering its objective to hold swaps to maturity. The current portion of the swaps valuation is not subject to active management.
Net investment hedge
As of December 31, 2024, 2023 and 2022 TotalEnergies had no open forward contracts held in respect of net investment hedge strategies.
Cash flow hedge
The impact on the income statement and other comprehensive income of the bonds hedging instruments qualified as cash flow hedges is detailed as follows:
For the year ended December 31, | ||||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Profit (Loss) recorded in other comprehensive income of the period | | | | |||
Recycled amount from other comprehensive income to the income statement of the period |
| ( |
| |
| ( |
As of December 31, 2024, 2023 and 2022, the ineffective portion of these financial instruments is
Hedging instruments and hedged items by strategy
Fair Value Hedge
The following charts regarding Fair Value Hedge, disclose by nature of hedging instruments (Interest Rate Swaps and Cross Currency Swaps):
- | The nominal amounts and carrying amounts of hedging instruments; |
- | The carrying amounts of hedged items and cumulative FVH adjustments included in the carrying amounts of the hedged items; |
- | The hedged items that have ceased to be adjusted for hedging gains and losses. |
For the year ended December 31, 2024 |
| |||||||||||||||||
(M$) | ||||||||||||||||||
Cumulative FVH | ||||||||||||||||||
|
| Nominal |
|
|
|
|
| adjustments included |
| |||||||||
| amount of |
| Carrying amount of | Carrying amount of | in the carrying amount | Line items in the | ||||||||||||
| Hedging | hedging |
| hedging instruments | hedged items | of the hedged items | statement of | |||||||||||
Hedged items |
| instruments |
| instruments |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| financial position |
Interest Rate | Financial debt / | |||||||||||||||||
Bonds |
| Swaps | |
| – |
| ( |
| – | ( | – | | Financial assets | |||||
Cross Currency | Financial debt / | |||||||||||||||||
Bonds |
| Swaps | |
| |
| ( |
| – | ( | – | | Financial assets | |||||
End of hedging (before 2018) | – | – | – | – | – | – | | |||||||||||
F-78 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
For the year ended December 31, 2023 |
| |||||||||||||||||
(M$) | ||||||||||||||||||
Cumulative FVH | ||||||||||||||||||
|
| Nominal |
|
|
|
|
| adjustments included |
| |||||||||
| amount of |
| Carrying amount of | Carrying amount of | in the carrying amount | Line items in the | ||||||||||||
| Hedging | hedging |
| hedging instruments | hedged items | of the hedged items | statement of | |||||||||||
Hedged items |
| instruments |
| instruments |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| financial position |
Interest Rate | Financial debt / | |||||||||||||||||
Bonds | Swaps | |
| – |
| ( |
| – | ( | – | | Financial assets | ||||||
| Cross Currency | Financial debt / | ||||||||||||||||
Bonds | Swaps | |
| |
| ( |
| – | ( | – | | Financial assets | ||||||
End of hedging (before 2018) | – | – | – | – | – | – | | |||||||||||
For the year ended December 31, 2022 | Cumulative FVH | |||||||||||||||||
(M$) |
|
| Nominal |
|
|
|
|
| adjustments included |
| ||||||||
| amount of |
| Carrying amount of | Carrying amount of | in the carrying amount | Line items in the | ||||||||||||
| Hedging | hedging |
| hedging instruments | hedged items | of the hedged items | statement of | |||||||||||
Hedged items |
| instruments |
| instruments |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| financial position |
Bonds | Interest Rate | |
| – |
| ( |
| – | ( | – | | Financial debt / | ||||||
Bonds | Cross Currency | |
| – |
| ( |
| – | ( | – | | Financial debt / | ||||||
End of hedging (before 2018) |
| – | – | – | – | – | – | ( | ||||||||||
Cash Flow Hedge
The following charts regarding cash flow hedge disclose the nominal amounts and carrying amounts by nature of hedging instruments (interest rate swaps and cross currency swaps).
According to IFRS 9, there is no accounting entry related to cash flow hedge on hedged items.
|
| Nominal |
|
|
|
|
| |||
Nature of | amount of | Carrying amount of | Line items in the | |||||||
For the year ended December 31, 2024 | hedging | hedging | hedging instruments | statement of | ||||||
(M$) |
| instruments |
| instruments |
| Assets | Liabilities | financial position | ||
| Interest Rate |
|
|
|
| Financial debt / | ||||
Bonds | Swaps | | | – | Financial assets | |||||
Cross Currency | Financial debt / | |||||||||
Bonds |
| Swaps |
| |
| |
| ( |
| Financial assets |
|
| Nominal |
|
|
|
|
| |||
Nature of | amount of | Carrying amount of | Line items in the | |||||||
For the year ended December 31, 2023 | hedging | hedging | hedging instruments | statement of | ||||||
(M$) |
| instruments |
| instruments |
| Assets | Liabilities | financial position | ||
| Interest Rate |
|
|
|
| Financial debt / | ||||
Bonds | Swaps | | | – | Financial assets | |||||
Cross Currency | Financial debt / | |||||||||
Bonds |
| Swaps |
| |
| |
| ( |
| Financial assets |
|
| Nominal |
|
|
|
|
| |||
Nature of | amount of | Carrying amount of | Line items in the | |||||||
For the year ended December 31, 2022 | hedging | hedging | hedging instruments | statement of | ||||||
(M$) |
| instruments |
| instruments |
| Assets | Liabilities | financial position | ||
Interest Rate |
|
|
| Financial debt / | ||||||
Bonds | Swaps | | | ( | Financial assets | |||||
Cross Currency | Financial debt / | |||||||||
Bonds |
| Swaps |
| |
| – |
| ( |
| Financial assets |
| Form 20-F 2024 TotalEnergies | F-79 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
C) Maturity of derivative instruments
The maturity of the notional amounts of derivative instruments, excluding the commodity contracts, is detailed in the following table:
For the year ended December 31, 2024 | Notional | Notional value schedule |
| |||||||||||||||
(M$) | Fair |
| value | Fair |
| 2026 |
|
|
|
|
| 2030 | ||||||
Assets / (Liabilities) | value | 2025 | value |
| and beyond | 2026 | 2027 | 2028 | 2029 |
| and beyond | |||||||
Fair value hedge | ||||||||||||||||||
Swaps hedging bonds (assets) |
| – |
| – |
| |
| |
| |||||||||
Swaps hedging bonds (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total swaps hedging bonds - fair value hedge |
| ( |
| |
| ( |
| |
| | | | | | ||||
Cash flow hedge |
| |||||||||||||||||
Swaps hedging bonds (assets) |
| |
| |
| |
| |
| |||||||||
Swaps hedging bonds (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total swaps hedging bonds - cash flow hedge |
| ( |
| |
| ( |
| |
| | | | | | ||||
Forward exchange contracts related to operating activities (assets) |
| – |
| |
| – |
| – |
| |||||||||
Forward exchange contracts related to operating activities (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total forward exchange contracts related to operating activities |
| ( |
| |
| ( |
| |
| | | – | – | – | ||||
Held for trading |
| |||||||||||||||||
Other interest rate swaps (assets) |
| |
| |
| |
| |
| |||||||||
Other interest rate swaps (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total other interest rate swaps |
| |
| |
| |
| |
| | | | | | ||||
Currency swaps and forward exchange contracts (assets) |
| |
| |
| |
| |
| |||||||||
Currency swaps and forward exchange contracts (liabilities) |
| ( |
| |
| – |
| ( |
| |||||||||
Total currency swaps and forward exchange contracts |
| |
| |
| |
| |
| | | – | – | – | ||||
Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.
For the year ended December 31, 2023 | Notional | Notional value schedule | ||||||||||||||||
(M$) | Fair | value | Fair | 2025 | 2029 | |||||||||||||
Assets / (Liabilities) | value |
| 2024 | value |
| and beyond |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| and beyond | ||
Fair value hedge | ||||||||||||||||||
Swaps hedging bonds (assets) |
| – |
| |
| |
| |
| |||||||||
Swaps hedging bonds (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total swaps hedging bonds - fair value hedge |
| ( |
| |
| ( |
| |
| | | | | | ||||
Cash flow hedge |
| |||||||||||||||||
Swaps hedging bonds (assets) |
| |
| |
| |
| |
| |||||||||
Swaps hedging bonds (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total swaps hedging bonds - cash flow hedge |
| ( |
| |
| ( |
| |
| | | | | | ||||
Forward exchange contracts related to operating activities (assets) |
| |
| |
| |
| |
| |||||||||
Forward exchange contracts related to operating activities (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total forward exchange contracts related to operating activities |
| ( |
| |
| |
| |
| | | – | – | – | ||||
Held for trading |
| |||||||||||||||||
Other interest rate swaps (assets) |
| |
| |
| |
| |
| |||||||||
Other interest rate swaps (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total other interest rate swaps |
| |
| |
| |
| |
| | | | | | ||||
Currency swaps and forward exchange contracts (assets) |
| |
| |
| |
| |
| |||||||||
Currency swaps and forward exchange contracts (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total currency swaps and forward exchange contracts |
| ( |
| |
| ( |
| |
| | ( | | – | – | ||||
Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.
F-80 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
For the year ended December 31, 2022 | Notional | Notional value schedule | ||||||||||||||||
(M$) |
| Fair | value | Fair | 2024 | 2028 | ||||||||||||
Assets / (Liabilities) | value |
| 2023 | value |
| and beyond |
| 2024 |
| 2025 |
| 2026 |
| 2027 |
| and beyond | ||
Fair value hedge | ||||||||||||||||||
Swaps hedging bonds (assets) |
| – |
| |
| – |
| – |
| |||||||||
Swaps hedging bonds (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total swaps hedging bonds - fair value hedge |
| ( |
| |
| ( |
| |
| | | | | | ||||
Cash flow hedge |
| |||||||||||||||||
Swaps hedging bonds (assets) |
| |
| |
| |
| |
| |||||||||
Swaps hedging bonds (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total swaps hedging bonds - cash flow hedge |
| – |
| |
| ( |
| |
| | | | | | ||||
Forward exchange contracts related to operating activities (assets) |
| |
| |
| |
| |
| |||||||||
Forward exchange contracts related to operating activities (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total forward exchange contracts related to operating activities |
| ( |
| |
| ( |
| |
| | – | – | – | – | ||||
Held for trading |
| |||||||||||||||||
Other interest rate swaps (assets) |
| |
| |
| |
| |
| |||||||||
Other interest rate swaps (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total other interest rate swaps |
| |
| |
| |
| |
| | | | | | ||||
Currency swaps and forward exchange contracts (assets) |
| |
| |
| |
| |
| |||||||||
Currency swaps and forward exchange contracts (liabilities) |
| ( |
| |
| ( |
| |
| |||||||||
Total currency swaps and forward exchange contracts |
| ( |
| |
| ( |
| |
| | | – | – | – | ||||
Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.
D) Fair value hierarchy
Accounting principles According to IFRS 13, fair values are estimated for the majority of TotalEnergies’ financial instruments, with the exception of publicly traded equity securities and marketable securities for which the market price is used. Estimations of fair value, which are based on principles such as discounting future cash flows to present value, must be weighted by the fact that the value of a financial instrument at a given time may be influenced by the market environment (liquidity especially), and also the fact that subsequent changes in interest rates and exchange rates are not taken into account. As a consequence, the use of different estimates, methodologies and assumptions could have a material effect on the estimated fair value amounts. The methods used are as follows: - Financial debts, swaps The market value of swaps and of bonds that are hedged by those swaps has been determined on an individual basis by discounting future cash flows with the market curves existing at year-end. - Other financial instruments The fair value of interest rate swaps and of FRA’s (Forward Rate Agreements) is calculated by discounting future cash flows on the basis of market curves existing at year-end after adjustment for interest accrued but unpaid. Forward exchange contracts and currency swaps are valued on the basis of a comparison of the negotiated forward rates with the rates in effect on the financial markets at year-end for similar maturities. Exchange options are valued based on models commonly used by the market. |
The fair value hierarchy for financial instruments, excluding commodity contracts, is as follows:
| Quoted prices in |
|
|
| ||||
active markets | Prices based | Prices based on | ||||||
for identical | on observable | non observable | ||||||
As of December 31, 2024 | assets | data | data | |||||
(M$) | (level 1) | (level 2) | (level 3) | Total | ||||
Fair value hedge instruments |
| – |
| ( |
| – |
| ( |
Cash flow hedge instruments |
| – |
| ( |
| – |
| ( |
Assets and liabilities held for trading |
| – |
| |
| – |
| |
Equity instruments | | – | – | | ||||
TOTAL |
| |
| ( |
| – |
| ( |
| Form 20-F 2024 TotalEnergies | F-81 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
| Quoted prices in |
|
|
| ||||
active markets | Prices based | Prices based on |
| |||||
for identical | on observable | non observable |
| |||||
As of December 31, 2023 | assets | data | data |
| ||||
(M$) | (level 1) | (level 2) | (level 3) | Total | ||||
Fair value hedge instruments |
| – |
| ( |
| – |
| ( |
Cash flow hedge instruments |
| – |
| ( |
| – |
| ( |
Assets and liabilities held for trading |
| – |
| |
| – |
| |
Equity instruments |
| | – | – | | |||
TOTAL |
| |
| ( |
| – |
| ( |
| Quoted prices in |
|
|
| ||||
active markets | Prices based | Prices based on |
| |||||
for identical | on observable | non observable |
| |||||
As of December 31, 2022 | assets | data | data |
| ||||
(M$) | (level 1) | (level 2) | (level 3) | Total | ||||
Fair value hedge instruments | – |
| ( |
| – |
| ( | |
Cash flow hedge instruments |
| – |
| ( |
| – |
| ( |
Assets and liabilities held for trading |
| – |
| |
| – |
| |
Equity instruments |
| |
| – |
| – |
| |
TOTAL |
| |
| ( |
| – |
| ( |
15.3 FINANCIAL RISKS MANAGEMENT
Financial markets related risks
As part of its financing and cash management activities, TotalEnergies uses derivative instruments to manage its exposure to changes in interest rates and foreign exchange rates. These instruments are mainly interest rate and currency swaps. TotalEnergies may also occasionally use futures contracts and options. These operations and their accounting treatment are detailed in Notes 14, 15.1 and 15.2 to the Consolidated Financial Statements.
Risks relative to cash management operations and to interest rate and foreign exchange financial instruments are managed according to rules set by TotalEnergies’ General Management, which provide for regular pooling of available cash balances, open positions and management of the financial instruments by the Treasury Department. Excess cash of TotalEnergies is deposited mainly in government institutions, banking institutions, or major companies through deposits, reverse repurchase agreements and purchase of commercial paper. Liquidity positions and the management of financial instruments are centralized by the Treasury Department, where they are managed by a team specialized in foreign exchange and interest rate market transactions.
The Cash Monitoring-Management Unit within the Treasury Department monitors limits and positions per bank on a daily basis and results of the Front Office. This unit also prepares marked-to-market valuations of used financial instruments and, when necessary, performs sensitivity analyses.
Counterparty risk
TotalEnergies has established standards for market transactions under which any banking counterparty must be approved in advance, based on an assessment of the counterparty’s financial solidity (multi-criteria analysis including notably a review of its Credit Default Swap (CDS) level, financial credit ratings, which must be of high standing, and general financial situation).
An overall credit limit is set for each authorised financial counterparty and is allocated amongst the affiliates and TotalEnergies’ central treasury entities, according to TotalEnergies’ financial needs.
Reform of benchmarks risk
The transition to IBOR indices did not have a significant impact on the financial instruments managed by the Treasury Department of TotalEnergies. The USD LIBOR maturities ceased to be published end of June 2023 and was replaced by the SOFR. Furthermore, in Europe, the Eonia rate ceased to be published on January 3, 2022 and was replaced by the ESTR rate.
Bonds and associated derivatives impacted by the IBOR reform are presented in Note 15.1 “Financial debt and related financial instruments”.
Short-term interest rate exposure and cash
Cash balances, primarily composed of euros and dollars, are managed according to the guidelines established by TotalEnergies’ General Management (to maintain an adequate level of liquidity, optimize revenue from investments considering existing interest rate yield curves, and minimize the cost of borrowing) based on a daily interest rate benchmark, primarily through short-term interest rate swaps and short-term currency swaps.
F-82 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
Interest rate risk on non-current debt
TotalEnergies’ policy consists in incurring long-term debt at a floating or fixed rate, depending on TotalEnergies’ general corporate needs and the interest rate environment at the time of issuance, mainly in dollars or euros. Long-term interest rate and currency swaps may be entered into for the purpose of hedging bonds at the time of issuance, synthetically resulting in the incurrence of variable or fixed rate debt. In order to partially alter the interest rate exposure of its long-term indebtedness, TotalEnergies may also enter into long-term interest rate swaps on an ad-hoc basis.
Currency exposure
TotalEnergies generally seeks to minimize the currency exposure of each entity to its functional currency (primarily the dollar, the euro, the pound sterling and the Norwegian krone).
For currency exposure generated by commercial activity, the hedging of revenues and costs in foreign currencies is typically performed using currency operations on the spot market and, in some cases, on the forward market. TotalEnergies rarely hedges future cash flows, although it may use options to do so.
With respect to currency exposure linked to non-current assets, TotalEnergies has a hedging policy of financing these assets in their functional currency.
Net short-term currency exposure is periodically monitored against limits set by TotalEnergies’ General Management.
The non-current debt described in Note 15.1 to the Consolidated Financial Statements is generally raised by the corporate treasury entities either directly in dollars or in euros, or in other currencies which are then exchanged for dollars or euros through swap issuances to appropriately match general corporate needs. The proceeds from these debt issuances are loaned to affiliates whose accounts are kept in dollars or in euros. Thus, the net sensitivity of these positions to currency exposure is not significant.
TotalEnergies’ short-term currency swaps, the notional value of which appears in Note 15.2 to the Consolidated Financial Statements, are used to attempt to optimize the centralized cash management of TotalEnergies. Thus, the sensitivity to currency fluctuations which may be induced is likewise considered negligible.
Sensitivity analysis on interest rate and foreign exchange risk
The tables below present the potential impact of an increase or decrease of 10 basis points on the interest rate yield curves for each of the currencies on the fair value of the current financial instruments as of December 31, 2024, 2023 and 2022.
Change in fair value due to a change in | ||||||||
interest rate by | ||||||||
Assets / (Liabilities) | Carrying | Estimated | + | - | ||||
(M$) | amount | fair value | points | points | ||||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
Bonds (non-current portion, before swaps) |
| ( |
| ( |
| |
| ( |
Swaps hedging bonds (liabilities) |
| ( |
| ( |
| – |
| – |
Swaps hedging bonds (assets) |
| |
| |
| – |
| – |
Total swaps hedging bonds (assets and liabilities) |
| ( |
| ( |
| ( |
| |
Current portion of non-current debt after swaps (excluding lease obligations) |
| ( |
| ( |
| |
| ( |
Other interest rates swaps |
| |
| |
| |
| ( |
Currency swaps and forward exchange contracts |
| |
| |
| – |
| – |
As of December 31, 2023 |
|
|
|
|
|
|
|
|
Bonds (non-current portion, before swaps) |
| ( |
| ( |
| |
| ( |
Swaps hedging bonds (liabilities) |
| ( |
| ( |
| – |
| – |
Swaps hedging bonds (assets) |
| |
| |
| – |
| – |
Total swaps hedging bonds (assets and liabilities) |
| ( |
| ( |
| ( |
| |
Current portion of non-current debt after swaps (excluding lease obligations) |
| ( |
| ( |
| ( |
| ( |
Other interest rates swaps |
| |
| |
| |
| ( |
Currency swaps and forward exchange contracts |
| ( |
| ( |
| – |
| – |
As of December 31, 2022 |
|
|
|
|
|
|
|
|
Bonds (non-current portion, before swaps) |
| ( |
| ( |
| |
| ( |
Swaps hedging bonds (liabilities) |
| ( |
| ( |
| – |
| – |
Swaps hedging bonds (assets) |
| |
| |
| – |
| – |
Total swaps hedging bonds (assets and liabilities) |
| ( |
| ( |
| ( |
| |
Current portion of non-current debt after swaps (excluding lease obligations) |
| ( |
| ( |
| |
| ( |
Other interest rates swaps |
| |
| |
| |
| ( |
Currency swaps and forward exchange contracts |
| ( |
| ( |
| – |
| – |
| Form 20-F 2024 TotalEnergies | F-83 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
The impact of changes in interest rates on the cost of net debt before tax is as follows:
For the year ended December 31, |
|
|
| |||
(M$) | 2024 |
| 2023 |
| 2022 | |
Cost of net debt |
| ( |
| ( |
| ( |
Interest rate translation of : |
|
|
| |||
+ 10 basis points |
| |
| |
| |
‑ 10 basis points |
| ( |
| ( |
| ( |
As a result of the policy for the management of currency exposure previously described, TotalEnergies’ sensitivity to currency exposure is primarily influenced by the net equity of the subsidiaries whose functional currency is the euro and to a lesser extent, the pound sterling and the Norwegian krone.
This sensitivity is reflected in the historical evolution of the currency translation adjustment recorded in the statement of changes in consolidated shareholders’ equity which, over the course of the last three years, is essentially related to the fluctuation of the euro, the ruble and the pound sterling and is set forth in the table below:
| Dollar / Euro exchange |
| Dollar / Pound sterling |
| Dollar / Ruble exchange | |
Closing rate | rates | exchange rates | rates | |||
December 31, 2024 |
| |
| |
| |
December 31, 2023 |
| |
| |
| |
December 31, 2022 |
| |
| |
| |
As of December 31, 2024 |
|
|
|
| Pound |
|
| Other | ||||
(M$) | Total | Euro | Dollar | sterling | Ruble | currencies | ||||||
Shareholders’ equity at historical exchange rate |
| |
| |
| |
| |
| – |
| |
Currency translation adjustment before net investment hedge |
| ( |
| ( |
| – |
| ( |
| – |
| ( |
Net investment hedge – open instruments |
| ( |
| ( |
| – |
| – |
| – |
| – |
Shareholders’ equity at exchange rate as of December 31, 2024 |
| |
| |
| |
| |
| – |
| |
As of December 31, 2023 |
|
|
|
| Pound |
|
| Other | ||||
(M$) | Total | Euro | Dollar | sterling | Ruble | currencies | ||||||
Shareholders’ equity at historical exchange rate |
| |
| |
| |
| |
| – |
| |
Currency translation adjustment before net investment hedge |
| ( |
| ( |
| – |
| ( |
| – |
| ( |
Net investment hedge – open instruments |
| ( |
| ( |
| – |
| – |
| – |
| — |
Shareholders’ equity at exchange rate as of December 31, 2023 |
| |
| |
| |
| |
| – |
| |
As of December 31, 2022 |
|
|
|
| Pound |
|
| Other | ||||
(M$) | Total | Euro | Dollar | sterling | Ruble | currencies | ||||||
Shareholders’ equity at historical exchange rate |
| |
| |
| |
| |
| |
| |
Currency translation adjustment before net investment hedge |
| ( |
| ( |
| – |
| ( |
| ( |
| ( |
Net investment hedge – open instruments |
| ( |
| ( |
| – |
| – |
| – |
| – |
Shareholders’ equity at exchange rate as of December 31, 2022 |
| |
| |
| |
| |
| |
| |
Based on the 2024 financial statements, a conversion using rates different from + or - 10% for each of the currencies below would have the following impact on shareholders equity and net income (TotalEnergies share):
As of December 31, 2024 |
| Pound |
| |||
(M$) | Euro |
| sterling |
| Ruble | |
Impact of an increase of |
|
|
|
|
|
|
– Shareholders’ equity |
| |
| |
| – |
– net income (TotalEnergies share) |
| |
| |
| – |
Impact of a decrease of ( |
|
|
|
| ||
– Shareholders’ equity |
| ( |
| ( |
| – |
– net income (TotalEnergies share) |
| ( |
| ( |
| – |
Stock market risk
TotalEnergies holds interests in a number of publicly-traded companies (refer to Note 8 to the Consolidated Financial Statements). The market value of these holdings fluctuates due to various factors, including stock market trends, valuations of the sectors in which the companies operate, and the economic and financial condition of each individual company.
Liquidity risk
TotalEnergies SE has committed credit facilities granted by international banks allowing it to benefit from significant liquidity reserves.
As of December 31, 2024, these credit facilities amounted to $
F-84 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
As of December 31, 2024, the aggregated amount of the main committed credit facilities granted by international banks to the TotalEnergies’ companies, including TotalEnergies SE, was $
Credit facilities granted to the TotalEnergies’ companies other than TotalEnergies SE are not intended to fund TotalEnergies’ general corporate purposes; they are intended to fund either general corporate purposes of the borrowing affiliate, or a specific project.
The following tables show the maturity of the financial assets and liabilities of TotalEnergies as of December 31, 2024, 2023 and 2022 (refer to Note 15.1 to the Consolidated Financial Statements).
As of December 31, 2024 |
| |||||||||||||
Assets/(Liabilities) | Less than |
|
|
|
|
| More than | |||||||
(M$) | one year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5 years | Total | |||||||
Non-current financial debt (notional value excluding interests) |
| – |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Non-current financial assets excluding derivative financial instruments | – | | | | | | | |||||||
Current borrowings |
| ( |
| – |
| – |
| – |
| – |
| – |
| ( |
Other current financial liabilities |
| ( |
| – |
| – |
| – |
| – |
| – |
| ( |
Current financial assets |
| |
| – |
| – | – |
| – |
| – |
| | |
Net financial assets and liabilities held for sale or exchange |
| ( |
| – |
| – |
| – |
| – |
| – |
| ( |
Cash and cash equivalents |
| |
| – |
| – |
| – |
| – |
| – |
| |
Net amount before financial expense |
| |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Financial expense on non-current financial debt |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Interest differential on swaps |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
NET AMOUNT |
| |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
As of December 31, 2023 |
| |||||||||||||
Assets/(Liabilities) | Less than |
|
|
|
|
| More than | |||||||
(M$) | one year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5 years | Total | |||||||
Non-current financial debt (notional value excluding interests) |
| – |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Non-current financial assets excluding derivative financial instruments | – | | | | | | | |||||||
Current borrowings |
| ( |
| – |
| – |
| – |
| – |
| – |
| ( |
Other current financial liabilities |
| ( |
| – |
| – |
| – |
| – |
| – |
| ( |
Current financial assets |
| |
| – |
| – | – |
| – |
| – |
| | |
Net financial assets and liabilities held for sale or exchange |
| ( |
| – |
| – |
| – |
| – |
| – |
| ( |
Cash and cash equivalents |
| |
| – |
| – |
| – |
| – |
| – |
| |
Net amount before financial expense |
| |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Financial expense on non-current financial debt |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Interest differential on swaps |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
NET AMOUNT |
| |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
As of December 31, 2022 |
| |||||||||||||
Assets/(Liabilities) | Less than | More than | ||||||||||||
(M$) | one year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5 years | Total | |||||||
Non-current financial debt (notional value excluding interests) |
| – |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Non-current financial assets excluding derivative financial instruments | – | | | | | | | |||||||
Current borrowings |
| ( |
| – |
| – |
| – |
| – |
| – |
| ( |
Other current financial liabilities |
| ( |
| – |
| – |
| – |
| – |
| – |
| ( |
Current financial assets |
| |
| – |
| – |
| – |
| – |
| – |
| |
Net financial assets and liabilities held for sale or exchange |
| |
| – |
| – |
| – |
| – |
| – |
| |
Cash and cash equivalents |
| |
| – |
| – |
| – |
| – |
| – |
| |
Net amount before financial expense |
| |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Financial expense on non-current financial debt |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Interest differential on swaps |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
NET AMOUNT |
| |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
The following table sets forth financial assets and liabilities related to operating activities as of December 31, 2024, 2023 and 2022 (refer to Note 14 of the notes to the Consolidated Financial Statements).
As of December 31, | ||||||
Assets/(Liabilities) |
| |||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Accounts payable |
| ( |
| ( |
| ( |
Other operating liabilities |
| ( |
| ( |
| ( |
including derivative financial instruments related to commodity contracts (liabilities) |
| ( |
| ( |
| ( |
Accounts receivable, net |
| |
| |
| |
Other operating receivables |
| |
| |
| |
including derivative financial instruments related to commodity contracts (assets) |
| |
| |
| |
TOTAL |
| ( |
| ( |
| ( |
These financial assets and liabilities mainly have a maturity date below one year.
Credit risk
Credit risk is defined as the risk of the counterparty to a contract failing to perform or pay the amounts due.
TotalEnergies is exposed to credit risks in its operating and financing activities. TotalEnergies’ maximum exposure to credit risk is partially related to financial assets recorded on its balance sheet, including energy derivative instruments that have a positive market value.
| Form 20-F 2024 TotalEnergies | F-85 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 15 |
The following table presents TotalEnergies’ maximum credit risk exposure:
As of December 31, | ||||||
Assets/(Liabilities) |
| |||||
(M$) |
| 2024 |
| 2023 |
| 2022 |
Loans to equity affiliates (Note 8) |
| |
| |
| |
Loans and advances (Note 6) |
| |
| |
| |
Other non-current financial assets related to operational activities (Note 6) | | | | |||
Non-current financial assets (Note 15.1) |
| |
| |
| |
Accounts receivable (Note 5) |
| |
| |
| |
Other operating receivables (Note 5) |
| |
| |
| |
Current financial assets (Note 15.1) |
| |
| |
| |
Cash and cash equivalents (Note 15.1) |
| |
| |
| |
TOTAL |
| |
| |
| |
The valuation allowance on accounts receivable, other operating receivables and on loans and advances is detailed in Notes 5 and 6 to the Consolidated Financial Statements.
As part of its credit risk management related to operating and financing activities, TotalEnergies has developed margining agreements with certain counterparties. As of December 31, 2024, the net margin call paid amounted to $
TotalEnergies has established a number of programs for the sale of receivables, without recourse, with various banks, primarily to reduce its exposure to such receivables. As a result of these programs TotalEnergies retains no risk of payment default after the sale, but may continue to service the customer accounts as part of a service arrangement on behalf of the buyer and is required to pay to the buyer payments it receives from the customers relating to the receivables sold. As of December 31, 2024, the net value of receivables sold amounted to $
Furthermore, in 2024, TotalEnergies conducted several operations of reverse factoring. The value of factored payables outstanding at year-end is $
Credit risk is managed by TotalEnergies’ business segments as follows:
- Exploration & Production segment
Risks arising under contracts with government authorities or other oil companies or under long-term supply contracts necessary for the development of projects are evaluated during the project approval process. The long-term aspect of these contracts and the high-quality of the other parties lead to a low level of credit risk.
Risks related to commercial operations, other than those described above (which are, in practice, directly monitored by subsidiaries), are subject to procedures for establishing credit limits and reviewing outstanding balances.
- Integrated LNG & Integrated Power segments
- | Gas & Power activities |
Trading of gas & power activities deal with counterparties in the energy, industrial and financial sectors throughout the world. Financial institutions providing credit risk coverage are highly rated international banks and insurance groups.
Potential counterparties are subject to credit assessment and approval before concluding transactions and are thereafter subject to regular review, including re-appraisal and approval of the limits previously granted.
The creditworthiness of counterparties is assessed based on an analysis of quantitative and qualitative data regarding financial standing and business risks, together with the review of any relevant third party and market information, such as data published by rating agencies. On this basis, credit limits are defined for each potential counterparty and, where appropriate, transactions are subject to specific authorizations.
Credit exposure, which is essentially an economic exposure or an expected future physical exposure, is permanently monitored and subject to sensitivity measures.
Credit risk is mitigated by the systematic use of industry standard contractual frameworks that permit netting, enable requiring added security in case of adverse change in the counterparty risk, and allow for termination of the contract upon occurrence of certain events of default.
About the professionals and retail gas and power sales activities, credit risk management policy is adapted to the type of customer either through the use of procedures of prepayments and appropriate collection, especially for mass customers or through credit insurances and sureties/guarantees obtaining. For the Professionals segment, the segregation of duties between the commercial and financial teams allows an “a priori” control of risks.
- | Other activities |
Internal procedures include rules on credit risk management. Procedures to monitor customer risk are defined at the local level, especially for Saft Groupe (rules for the approval of credit limits, use of guarantees, monitoring and assessment of the receivables portfolio).
F-86 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Notes 15 |
- Refining & Chemicals segment
- | Refining & Chemicals activities |
Credit risk is primarily related to commercial receivables. Internal procedures of Refining & Chemicals include rules for the management of credit describing the fundamentals of internal control in this domain. Each Business Unit implements the procedures of the activity for managing and provisioning credit risk according to the size of the subsidiary and the market in which it operates. The principal elements of these procedures are:
- | implementation of credit limits with different authorization schemes; |
- | use of insurance policies or specific guarantees (letters of credit); |
- | regular monitoring and assessment of overdue accounts (aging balance), including dunning procedures. |
Counterparties are subject to credit assessment and approval prior to any transaction being concluded. Regular reviews are made for all active counterparties including a re-appraisal and renewing of the granted credit limits. The limits of the counterparties are assessed based on quantitative and qualitative data regarding financial standing, together with the review of any relevant third party and market information, such as that provided by rating agencies and insurance companies.
- | Trading & Shipping activities |
Trading & Shipping deals with commercial counterparties and financial institutions located throughout the world. Counterparties to physical and derivative transactions are primarily entities involved in the oil and gas industry or in the trading of energy commodities, or financial institutions. Credit risk coverage is arranged with financial institutions, international banks and insurance groups selected in accordance with strict criteria.
The Trading & Shipping division applies a strict policy of internal delegation of authority in order to set up credit limits by country and counterparty and approval processes for specific transactions. Credit exposures contracted under these limits and approvals are monitored on a daily basis.
Potential counterparties are subject to credit assessment and approval prior to any transaction being concluded and all active counterparties are subject to regular reviews, including re-appraisal and approval of granted limits. The creditworthiness of counterparties is assessed based on an analysis of quantitative and qualitative data regarding financial standing and business risks, together with the review of any relevant third party and market information, such as ratings published by Standard & Poor’s, Moody’s Investors Service and other credit-rating agencies.
Contractual arrangements are structured so as to maximize the risk mitigation benefits of netting between transactions wherever possible and additional protective terms providing for the provision of security in the event of financial deterioration and the termination of transactions on the occurrence of defined default events are used to the greatest permitted extent.
Credit risks in excess of approved levels are secured by means of letters of credit and other guarantees, cash deposits and insurance arrangements. In respect of derivative transactions, risks are secured by margin call contracts wherever possible.
- Marketing & Services segment
Internal procedures for the Marketing & Services division include rules on credit risk that describe the basis of internal control in this domain, including the segregation of duties between commercial and financial operations.
Credit policies are defined at the local level and procedures to monitor customer risk are implemented (credit committees at the subsidiary level, the creation of credit limits for corporate customers, etc.). Each entity also implements monitoring of its outstanding receivables. Risks related to credit may be mitigated or limited by subscription of credit insurance and/or requiring security or guarantees.
| Form 20-F 2024 TotalEnergies | F-87 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Notes 16 |
Note 16 Financial instruments related to commodity contracts
16.1 FINANCIAL INSTRUMENTS RELATED TO COMMODITY CONTRACTS
Accounting principles Financial instruments related to commodity contracts, including crude oil, petroleum products, gas, and power purchase/sales contracts within the trading activities, together with the commodity contract derivative instruments and freight rate swaps, are used to adjust TotalEnergies’ exposure to price fluctuations within global trading limits. According to the industry practice, these instruments are considered as held for trading. Changes in fair value are recorded in the income statement. The fair value of these instruments is recorded in “Other current assets” or “Other creditors and accrued liabilities” depending on whether they are assets or liabilities. The valuation methodology is to mark-to-market all open positions for both physical and paper transactions. The valuations are determined on a daily basis using observable market data based on organized and over the counter (OTC) markets. In specific cases when market data is not directly available, the valuations are derived from observable data such as arbitrages, freight or spreads and market corroboration. For valuation of risks which are the result of a calculation, such as options for example, commonly known models are used to compute the fair value. |
|
|
|
|
| Net balance |
|
|
| ||||||||||
As of December 31, 2024 | Gross value | Amounts | sheet value | Other | ||||||||||||||
(M$) | before offsetting | offset | presented | amounts not | Net carrying | Fair | ||||||||||||
Assets / (Liabilities) |
| assets |
| liabilities |
| assets(c) |
| liabilities(c) |
| assets |
| liabilities |
| offset |
| amount |
| value(b) |
Gas & Power activities |
| |||||||||||||||||
Swaps |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
Forwards(a) |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| |
| |
Options |
| |
| – |
| – |
| – |
| |
| – |
| – |
| |
| |
Futures |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
Other/Collateral |
| – |
| – |
| – |
| – |
| – |
| – |
| |
| |
| |
Total Gas & Power |
| |
| ( |
| ( |
| |
| |
| ( |
| |
| |
| |
Crude oil, petroleum products and freight rates activities |
| |||||||||||||||||
Petroleum products, crude oil and freight rate swaps |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| |
| |
Forwards(a) |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
Options |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
Futures |
| – | – | – | – | – | – | – | – | – | ||||||||
Options on futures | | ( | ( | | | – | – | | | |||||||||
Other/Collateral |
| – |
| – |
| – |
| – |
| – |
| – |
| – | – |
| – | |
Total crude oil, petroleum products and freight rates |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
TOTAL |
| |
| ( |
| ( |
| |
| |
| ( |
| |
| |
| |
Total of fair value non recognized in the balance sheet |
|
|
|
|
|
|
|
|
| – | ||||||||
(a) | Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown. |
(b) | When the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid in the balance sheet, this fair value is set to zero. |
(c) | Amounts offset in accordance with IAS 32. |
|
|
|
|
| Net balance |
|
|
| ||||||||||
As of December 31, 2023 | Gross value | Amounts | sheet value | Other | ||||||||||||||
(M$) | before offsetting | offset | presented | amounts not | Net carrying | Fair | ||||||||||||
Assets / (Liabilities) |
| assets |
| liabilities |
| assets(c) |
| liabilities(c) |
| assets |
| liabilities |
| offset |
| amount |
| value(b) |
Gas & Power activities |
|
|
|
|
|
|
|
|
| |||||||||
Swaps |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
Forwards(a) |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
Options |
| |
| – |
| – |
| – |
| |
| – |
| – |
| |
| |
Futures |
| |
| – |
| – |
| – |
| |
| – |
| – |
| |
| |
Other/Collateral |
| – |
| – |
| – |
| – |
| – |
| – |
| |
| |
| |
Total Gas & Power |
| |
| ( |
| ( |
| |
| |
| ( |
| |
| |
| |
Crude oil, petroleum products and freight rates activities |
| |||||||||||||||||
Petroleum products, crude oil and freight rate swaps |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| |
| |
Forwards(a) |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
Options |
| |
| ( |
| ( |
| |
| – |
| ( |
| – |
| ( |
| ( |
Futures |
| |
| – |
| — |
| – |
| |
| – |
| – |
| |
| |
Options on futures |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| |
| |
Other/Collateral |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
Total crude oil, petroleum products and freight rates |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
TOTAL |
| |
| ( |
| ( |
| |
| |
| ( |
| |
| ( |
| ( |
Total of fair value non recognized in the balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| – |
(a) | Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown. |
(b) | When the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid in the balance sheet, this fair value is set to zero. |
(c) | Amounts offset in accordance with IAS 32. |
F-88 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Notes 16 |
|
|
|
|
| Net balance |
|
|
| ||||||||||
As of December 31, 2022 | Gross value | Amounts | sheet value | Other | ||||||||||||||
(M$) | before offsetting | offset | presented | amounts not | Net carrying | Fair | ||||||||||||
Assets / (Liabilities) |
| assets |
| liabilities |
| assets(c) |
| liabilities(c) |
| assets |
| liabilities |
| offset |
| amount |
| value(b) |
Gas & Power activities |
| |||||||||||||||||
Swaps |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| |
| |
Forwards(a) |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
Options |
| |
| ( |
| ( |
| |
| |
| – |
| – |
| |
| |
Futures |
| |
| ( |
| – |
| – |
| |
| ( |
| – |
| |
| |
Other/Collateral |
| – |
| – |
| – |
| – |
| – |
| – |
| ( |
| ( |
| ( |
Total Gas & Power |
| |
| ( |
| ( |
| |
| |
| ( |
| ( |
| |
| |
Crude oil, petroleum products and freight rates activities |
|
|
|
|
|
|
|
|
| |||||||||
Petroleum products, crude oil and freight rate swaps |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| |
| |
Forwards(a) |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
Options |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
Futures |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
Options on futures |
| |
| ( |
| ( |
| |
| |
| – |
| – |
| |
| |
Other/Collateral |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
| – |
Total crude oil, petroleum products and freight rates |
| |
| ( |
| ( |
| |
| |
| ( |
| – |
| ( |
| ( |
TOTAL |
| |
| ( |
| ( |
| |
| |
| ( |
| ( |
| |
| |
Total of fair value non recognized in the balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| – |
(a) | Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown. |
(b) | When the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid in the balance sheet, this fair value is set to zero. |
(c) | Amounts offset in accordance with IAS 32. |
Commitments on crude oil and refined products have, for the most part, a short-term maturity (less than ).
The changes in fair value of financial instruments related to commodity contracts are detailed as follows:
For the year ended December 31, |
| Fair value |
| Impact on |
| Settled |
|
| Fair value as of | |
(M$) | as of January 1, | income | contracts | Other | December 31, | |||||
Gas & Power activities |
|
|
|
|
| |||||
2024 |
| |
| ( |
| |
| | | |
2023 |
| |
| ( |
| |
| ( | | |
2022 |
| |
| |
| ( |
| |
| |
Crude oil, petroleum products and freight rates activities |
|
|
|
|
|
|
|
|
|
|
2024 |
| ( |
| |
| ( |
| – |
| ( |
2023 |
| ( |
| |
| ( |
| |
| ( |
2022 |
| ( |
| |
| ( |
| – |
| ( |
The fair value hierarchy for financial instruments related to commodity contracts is as follows:
Quoted prices | ||||||||
in active markets for | Prices based on | Prices based on | ||||||
As of December 31, 2024 | identical | observable data | non observable | |||||
(M$) |
| assets (level 1) |
| (level 2) |
| data (level 3) |
| Total |
Gas & Power activities |
| ( |
| ( |
| |
| |
Crude oil, petroleum products and freight rates activities |
| |
| ( |
| – |
| ( |
TOTAL |
| ( |
| ( |
| |
| |
Quoted prices | ||||||||
in active markets for | Prices based on | Prices based on | ||||||
As of December 31, 2023 | identical | observable data | non observable | |||||
(M$) |
| assets (level 1) |
| (level 2) |
| data (level 3) |
| Total |
Gas & Power activities |
| |
| |
| ( |
| |
Crude oil, petroleum products and freight rates activities |
| |
| ( |
| – |
| ( |
TOTAL |
| |
| |
| ( |
| ( |
Quoted prices | ||||||||
in active markets for | Prices based on | Prices based on | ||||||
As of December 31, 2022 | identical | observable data | non observable | |||||
(M$) |
| assets (level 1) |
| (level 2) |
| data (level 3) |
| Total |
Gas & Power activities |
| |
| |
| ( |
| |
Crude oil, petroleum products and freight rates activities | |
| ( |
| – |
| ( | |
TOTAL |
| |
| |
| ( |
| |
Financial instruments classified as level 3 are mainly composed of long-term liquefied natural gas purchase and sale contracts which relate to the trading activity.
The management of positions is carried out on the basis of a net value of LNG purchase and sale commitments; the valuation of contracts is based on observable market data, such as commodity forward prices, but it also takes into account unobservable data on contract performance (assumptions on the variable terms of the contracts, on the availability of infrastructures, on the performance of counterparties…).
| Form 20-F 2024 TotalEnergies | F-89 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Notes 16 |
The valuation of LNG contracts is sensitive to changes in oil and natural gas prices on North American, Asian and European markets, as well as to these assumptions on contract performance.
TotalEnergies’ management horizon is
The analysis of the fair value of the LNG portfolio over the period beyond 12 months carried out by the Company, allows to verify that there is no material asset or liability to be recognized in its accounts for that period. This analysis, which takes into account the specific characteristics of LNG contracts and of the gas market, including its liquidity, incorporates valuation parameters that are unobservable over this period, in particular Company internal assumptions on the long-term evolution of hydrocarbon prices, the execution of contracts and the performance of counterparties, the renegotiation of price terms in contracts or the exercise of their contractual flexibilities.
The description of each fair value level is presented in Note 15 to the Consolidated Financial Statements.
Cash Flow hedge
The impact on the income statement and other comprehensive income of the hedging instruments related to commodity contracts and qualified as cash flow hedges is detailed as follows:
As of December 31 |
|
|
| |||
(M$) | 2024 |
| 2023 |
| 2022 | |
Profit (Loss) recorded in other comprehensive income of the period |
| |
| |
| ( |
Recycled amount from other comprehensive income to the income statement of the period |
| ( |
| |
| |
These financial instruments are mainly European gas, power and CO2 emission rights derivatives.
As of December 31, 2024, the ineffective portion of these financial instruments is $
16.2 Oil, Gas and Power markets related risks management
Due to the nature of its business, TotalEnergies has significant oil and gas trading activities as part of its day-to-day operations in order to optimize revenues from its oil and gas production and to obtain favorable pricing to supply its refineries.
In its international oil trading business, TotalEnergies usually follows a policy of not selling its future production. However, in connection with this trading business, TotalEnergies, like most other oil companies, uses energy derivative instruments to adjust its exposure to price fluctuations of crude oil, refined products, natural gas, and power. TotalEnergies also uses freight rate derivative contracts in its shipping business to adjust its exposure to freight-rate fluctuations. To hedge against this risk, TotalEnergies uses various instruments such as futures, forwards, swaps and options on organized markets or over-the-counter markets. The list of the different derivatives held by TotalEnergies in these markets is detailed in Note 16.1 to the Consolidated Financial Statements.
As part of its gas and power trading activity, TotalEnergies also uses derivative instruments such as futures, forwards, swaps and options in both organized and over-the-counter markets. In general, the transactions are settled at maturity date through physical delivery. TotalEnergies measures its market risk exposure, i.e. potential loss in fair values, on its trading business using a “value-at-risk” technique. This technique is based on a historical model and makes an assessment of the market risk arising from possible future changes in market values over a -day period. The calculation of the range of potential changes in fair values takes into account a snapshot of the end-of-day exposures and the set of historical price movements for the past
Gas & Power division trading: “value-at-risk” with a
As of December 31, |
|
|
|
| ||||
(M$) | High | Low | Average | Year end | ||||
2024 |
| | | | | |||
2023 |
| | | | | |||
2022 |
| | | | |
The Trading & Shipping division measures its market risk exposure, i.e. potential loss in fair values, on its crude oil, refined products and freight rates trading activities using a “value-at-risk” technique. This technique is based on a historical model and makes an assessment of the market risk arising from possible future changes in market values over a -hour period. The calculation of the range of potential changes in fair values is based on the end-of-day exposures and historical price movements of the last
The “value-at-risk” represents the most unfavorable movement in fair value obtained with a 97.5% confidence level. This means that TotalEnergies’ portfolio result is likely to exceed the value-at-risk loss measure once over
Trading & Shipping: “value-at-risk with” a
As of December 31, |
|
|
|
| ||||
(M$) | High | Low | Average | Year end | ||||
2024 |
| |
| |
| |
| |
2023 |
| |
| |
| |
| |
2022 |
| |
| |
| |
| |
TotalEnergies has implemented strict policies and procedures to manage and monitor these market risks. These are based on the separation of control and front-office functions and on an integrated information system that enables real-time monitoring of trading activities.
Limits on trading positions are approved by TotalEnergies’ Executive Committee and are monitored daily. To increase flexibility and encourage liquidity, hedging operations are performed with numerous independent operators, including other oil companies, major energy producers or consumers and financial institutions. TotalEnergies has established counterparty limits and monitors outstanding amounts with each counterparty on an ongoing basis.
F-90 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | ||
Notes to the Conolidated Financial Statements | ||
Note 17 |
| Form 20-F 2024 TotalEnergies | F-91 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Note 18 Consolidation scope
As of December 31, 2024,
The table below presents a comprehensive list of the consolidated entities:
Business |
|
| % Company |
|
| Country of |
| |||
segment | Statutory corporate name | interest | Method | incorporation | Country of operations | |||||
Exploration & Production |
|
|
|
| ||||||
Abu Dhabi Gas Industries Limited | % | E | United Arab Emirates | United Arab Emirates | ||||||
Angola LNG Supply Services, LLC | % | E | United States | United States | ||||||
Bayou Bend CCS OpCo LLC | % | E | United States | United States | ||||||
Bonny Gas Transport Limited | % | E | Bermuda | Nigeria | ||||||
Brass Holdings B.V. | % | Netherlands | Nigeria | |||||||
Brass LNG Limited | % | E | Nigeria | Nigeria | ||||||
Congo Forest Company (CFC) | % | Congo | Congo | |||||||
Dolphin Energy Limited | % | E | United Arab Emirates | United Arab Emirates | ||||||
E.F. Oil And Gas Limited | % | United Kingdom | United Kingdom | |||||||
East African Crude Oil Pipeline (EACOP) Ltd | % | E | United Kingdom | Uganda | ||||||
Elf E&P | % | France | France | |||||||
Elf Exploration UK Limited | % | United Kingdom | United Kingdom | |||||||
Elf Petroleum Iran | % | France | Iran | |||||||
Elf Petroleum UK Limited | % | United Kingdom | United Kingdom | |||||||
Gas Investment and Services Company Limited | % | E | Bermuda | Oman | ||||||
Global Forestry Development (GFD) | % | E | Belgium | Belgium | ||||||
Luna Carbon Storage ANS | % | E | Norway | Norway | ||||||
Mabruk Oil Operations | % | France | Libya | |||||||
Net Zero North Sea Storage Holdings Ltd | % | E | United Kingdom | United Kingdom | ||||||
Norpipe Oil AS | % | E | Norway | Norway | ||||||
Norpipe Petroleum UK Limited | % | E | United Kingdom | Norway | ||||||
Norpipe Terminal Holdco Limited | % | E | United Kingdom | Norway | ||||||
Norsea Pipeline Limited | % | E | United Kingdom | Norway | ||||||
North Oil Company | % | E | Qatar | Qatar | ||||||
Northern Lights JV DA | % | E | Norway | Norway | ||||||
Pars LNG Limited | % | E | Bermuda | Iran | ||||||
Private Oil Holdings Oman Limited | % | E | United Kingdom | Oman | ||||||
SapuraOMV Block 30 S.de R.L. de C.V. | % | Mexico | Mexico | |||||||
Stogg Eagle Funding B.V. | % | Netherlands | Nigeria | |||||||
TOQAP Guyana B.V. | % | Netherlands | Guyana | |||||||
Total Austral | % | France | Argentina | |||||||
Total E&P Al Shaheen A/S | % | Denmark | Qatar | |||||||
Total E&P Angola Block 15/06 | % | France | Angola | |||||||
Total E&P Angola Block 33 | % | France | Angola | |||||||
Total E&P Angola Block 39 | % | France | Angola | |||||||
Total E&P Chine | % | France | China | |||||||
Total E&P Guyane Francaise | % | France | France | |||||||
Total E&P Jutland Denmark B.V. | % | Netherlands | Denmark | |||||||
Total E&P Kurdistan Region of Iraq (Harir) B.V. | % | Netherlands | Iraq | |||||||
Total E&P Kurdistan Region of Iraq (Safen) B.V. | % | Netherlands | Iraq | |||||||
Total E&P Kurdistan Region of Iraq (Taza) B.V. | % | Netherlands | Iraq | |||||||
Total E&P Kurdistan Region of Iraq B.V. | % | Netherlands | Iraq | |||||||
Total E&P M2 Holdings Limited | % | South Africa | South Africa | |||||||
Total E&P Participations Petrolieres Congo | % | Congo | Congo | |||||||
Total E&P Philippines B.V. | % | Netherlands | Philippines | |||||||
Total E&P Services China Company Limited | % | China | China | |||||||
Total E&P South Pars | % | France | Iran | |||||||
Total E&P South Sudan | % | France | South Sudan | |||||||
Total E&P Syrie | % | France | Syria | |||||||
Total E&P Tajikistan B.V. | % | Netherlands | Tajikistan | |||||||
Total Oil and Gas South America | % | France | France | |||||||
Total Pars LNG | % | France | France | |||||||
Total South Pars | % | France | Iran | |||||||
TotalEnergies Anchor USA LLC | % | United States | United States | |||||||
TotalEnergies BTC B.V. | % | Netherlands | Azerbaijan | |||||||
TotalEnergies Carbon Solutions | % | France | France | |||||||
TotalEnergies CCS UK Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies CCS USA, LLC | % | United States | United States | |||||||
TotalEnergies Denmark ASW | % | United States | Denmark | |||||||
TotalEnergies Denmark ASW Pipeline ApS | % | Denmark | Denmark | |||||||
TotalEnergies E&P Algerie | % | France | Algeria | |||||||
TotalEnergies E&P Algerie Berkine A/S | % | Denmark | Algeria | |||||||
TotalEnergies E&P Americas LLC | % | United States | United States | |||||||
TotalEnergies E&P Colombie | % | France | Colombia | |||||||
TotalEnergies E&P New Ventures Inc. | % | United States | United States | |||||||
TotalEnergies E&P North Sea UK Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies E&P Research & Technology USA LLC | % | United States | United States | |||||||
TotalEnergies E&P UK Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies E&P USA Inc. | % | United States | United States | |||||||
TotalEnergies E&P USA Oil Shale LLC | % | United States | United States | |||||||
TotalEnergies E&P USA Well Containment LLC | % | United States | United States | |||||||
TotalEnergies East Africa Midstream B.V. | % | Netherlands | Uganda | |||||||
TotalEnergies EP Absheron B.V. | % | Netherlands | Azerbaijan | |||||||
TotalEnergies EP Abu Al Bu Khoosh | % | France | United Arab Emirates | |||||||
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
TotalEnergies EP Angola | % | France | Angola | |||||||
TotalEnergies EP Angola Block 16 | % | France | Angola | |||||||
TotalEnergies EP Angola Block 16 Holdings | % | France | Angola | |||||||
TotalEnergies EP Angola Block 16-21 | % | France | Angola | |||||||
TotalEnergies EP Angola Block 17.06 | % | France | Angola | |||||||
TotalEnergies EP Angola Block 20 | % | France | Angola | |||||||
TotalEnergies EP Angola Block 25 | % | France | Angola | |||||||
TotalEnergies EP Angola Block 29 | % | France | Angola | |||||||
TotalEnergies EP Angola Block 32 | % | France | Angola | |||||||
TotalEnergies EP Angola Block 40 | % | France | Angola | |||||||
TotalEnergies EP Angola Block 48 B.V. | % | Netherlands | Angola | |||||||
TotalEnergies EP Aotearoa Sdn Bhd | % | Malaysia | New Zealand | |||||||
TotalEnergies EP Asia Pacific Pte. Ltd | % | Singapore | Singapore | |||||||
TotalEnergies EP Azerbaijan B.V. | % | Netherlands | Azerbaijan | |||||||
TotalEnergies EP Block 9 | % | France | Lebanon | |||||||
TotalEnergies EP Bolivie | % | France | Bolivia | |||||||
TotalEnergies EP Brasil Ltda | % | Brazil | Brazil | |||||||
TotalEnergies EP Bulgaria B.V. | % | Netherlands | Bulgaria | |||||||
TotalEnergies EP Cambodge | % | France | Cambodia | |||||||
TotalEnergies EP Chissonga | % | France | Angola | |||||||
TotalEnergies EP Company UK Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies EP Congo | % | Congo | Congo | |||||||
TotalEnergies EP Cyprus B.V. | % | Netherlands | Cyprus | |||||||
TotalEnergies EP Danmark A/S | % | Denmark | Denmark | |||||||
TotalEnergies EP Danmark A/S - CPH | % | Denmark | Denmark | |||||||
TotalEnergies EP Dolphin Holdings | % | France | France | |||||||
TotalEnergies EP Dolphin Midstream | % | France | France | |||||||
TotalEnergies EP Dolphin Upstream | % | France | Qatar | |||||||
TotalEnergies EP France | % | France | France | |||||||
TotalEnergies EP Gabon | % | Gabon | Gabon | |||||||
TotalEnergies EP Gass Handel Norge AS | % | Norway | Norway | |||||||
TotalEnergies EP Gastransport Nederland B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies EP Golfe | % | France | Qatar | |||||||
TotalEnergies EP Greece B.V. | % | Netherlands | Greece | |||||||
TotalEnergies EP Guyana B.V. | % | Netherlands | Guyana | |||||||
TotalEnergies EP Holdings Russia | % | France | France | |||||||
TotalEnergies EP Holdings UAE B.V. | % | Netherlands | United Arab Emirates | |||||||
TotalEnergies EP International K1 Ltd | % | United Kingdom | Kenya | |||||||
TotalEnergies EP International K2 Ltd | % | United Kingdom | Kenya | |||||||
TotalEnergies EP International K3 Ltd | % | United Kingdom | Kenya | |||||||
TotalEnergies EP International Ltd | % | United Kingdom | Kenya | |||||||
TotalEnergies EP Iran B.V. | % | Netherlands | Iran | |||||||
TotalEnergies EP Iraq | % | France | Iraq | |||||||
TotalEnergies EP Italia S.p.A. | % | Italy | Italy | |||||||
TotalEnergies EP Kazakhstan | % | France | Kazakhstan | |||||||
TotalEnergies EP Kenya B.V. | % | Netherlands | Kenya | |||||||
TotalEnergies EP Liban S.A.L. | % | Lebanon | Lebanon | |||||||
TotalEnergies EP Libye | % | France | Libya | |||||||
TotalEnergies EP Lower Zakum B.V. | % | Netherlands | United Arab Emirates | |||||||
TotalEnergies EP Malaysia | % | France | Malaysia | |||||||
TotalEnergies EP Mauritania Block C18 B.V. | % | Netherlands | Mauritania | |||||||
TotalEnergies EP Mauritania Block C9 B.V. | % | Netherlands | Mauritania | |||||||
TotalEnergies EP Mauritania Blocks DW B.V. | % | Netherlands | Mauritania | |||||||
TotalEnergies EP Mauritanie | % | France | Mauritania | |||||||
TotalEnergies EP M'Bridge B.V. | % | Netherlands | Angola | |||||||
TotalEnergies EP Mexico S.A. de C.V. | % | Mexico | Mexico | |||||||
TotalEnergies EP Myanmar | % | France | Myanmar | |||||||
TotalEnergies EP Namibia B.V. | % | Netherlands | Namibia | |||||||
TotalEnergies EP Nederland B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies EP Nigeria Deepwater A Ltd | % | Nigeria | Nigeria | |||||||
TotalEnergies EP Nigeria Deepwater B Ltd | % | Nigeria | Nigeria | |||||||
TotalEnergies EP Nigeria Deepwater C Ltd | % | Nigeria | Nigeria | |||||||
TotalEnergies EP Nigeria Deepwater D Ltd | % | Nigeria | Nigeria | |||||||
TotalEnergies EP Nigeria Deepwater E Ltd | % | Nigeria | Nigeria | |||||||
TotalEnergies EP Nigeria Deepwater F Ltd | % | Nigeria | Nigeria | |||||||
TotalEnergies EP Nigeria Deepwater G Ltd | % | Nigeria | Nigeria | |||||||
TotalEnergies EP Nigeria Deepwater H Ltd | % | Nigeria | Nigeria | |||||||
TotalEnergies EP Nigeria Ltd | % | Nigeria | Nigeria | |||||||
TotalEnergies EP Nigeria S.A.S. | % | France | France | |||||||
TotalEnergies EP Norge AS | % | Norway | Norway | |||||||
TotalEnergies EP Oman Block 11 B.V. | % | France | Oman | |||||||
TotalEnergies EP Oman S.A.S. | % | France | Oman | |||||||
TotalEnergies EP Petroleum Angola | % | France | Angola | |||||||
TotalEnergies EP Pipelines Danmark A/S | % | Denmark | Denmark | |||||||
TotalEnergies EP Profils Petroliers | % | France | France | |||||||
TotalEnergies EP Qatar | % | France | Qatar | |||||||
TotalEnergies EP Qatar 2 | % | France | Qatar | |||||||
TotalEnergies EP Ratawi Hub | % | France | Iraq | |||||||
TotalEnergies EP Russie | % | France | Russia | |||||||
TotalEnergies EP Sao Tome and Principe B.V. | % | Netherlands | Angola | |||||||
TotalEnergies EP Sebuku | % | France | Indonesia | |||||||
TotalEnergies EP Senegal | % | France | Senegal | |||||||
TotalEnergies EP Services Brazil B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies EP South Africa Block 567 (Pty) Ltd | % | South Africa | South Africa |
| Form 20-F 2024 TotalEnergies | F-93 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
TotalEnergies EP South Africa S.A.S. | % | France | South Africa | |||||||
TotalEnergies EP Suriname B.V. | % | Netherlands | Suriname | |||||||
TotalEnergies EP Thailand | % | France | Thailand | |||||||
TotalEnergies EP UAE Unconventional Gas B.V. | % | Netherlands | United Arab Emirates | |||||||
TotalEnergies EP Uganda S.A.S. | % | France | Uganda | |||||||
TotalEnergies EP Umm Lulu SARB | % | France | United Arab Emirates | |||||||
TotalEnergies EP Umm Shaif Nasr B.V. | % | Netherlands | United Arab Emirates | |||||||
TotalEnergies EP Vostok LLC | % | Russia | Russia | |||||||
TotalEnergies EP Waha | % | France | Libya | |||||||
TotalEnergies EP Well Response | % | France | France | |||||||
TotalEnergies EP Western Australia Pty Ltd | % | Australia | Australia | |||||||
TotalEnergies EP Yemen | % | France | Yemen | |||||||
TotalEnergies EP Yemen Block 3 B.V. | % | Netherlands | Yemen | |||||||
TotalEnergies Holdings EACOP S.A.S. | % | France | Uganda | |||||||
TotalEnergies Holdings International B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Holdings Nederland B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Jack USA LLC | % | United States | United States | |||||||
TotalEnergies LNG Supply Services USA | % | United States | United States | |||||||
TotalEnergies Nature Based Solutions | % | France | France | |||||||
TotalEnergies Nature Based Solutions II | % | France | France | |||||||
TotalEnergies Nederland Facilities Management B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Offshore GB Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies Offshore UK Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies Petroleo & Gas Brasil Ltda | % | Brazil | Brazil | |||||||
TotalEnergies Shipping Brazil B.V. | % | Netherlands | Brazil | |||||||
TotalEnergies Upstream Danmark A/S | % | Denmark | Denmark | |||||||
TotalEnergies Upstream Nigeria | % | Nigeria | Nigeria | |||||||
TotalEnergies Upstream UK Ltd | % | United Kingdom | United Kingdom | |||||||
Uintah Colorado Resources II, LLC | % | United States | United States | |||||||
Uintah Colorado Resources, LLC | % | United States | United States |
Business |
|
| % Company |
|
| Country of |
| |||
segment | Statutory corporate name | interest | Method | incorporation | Country of operations | |||||
Integrated LNG |
|
|
|
| ||||||
Abu Dhabi Gas Liquefaction Company Limited | % | E | United Arab Emirates | United Arab Emirates | ||||||
Adani Total Gas Ltd (d) | % | E | India | India | ||||||
Adani Total LNG Singapore Pte. Ltd | % | E | Singapore | Singapore | ||||||
Adani Total Private Limited | % | E | India | India | ||||||
Angola LNG Ltd | % | E | Bermuda | Angola | ||||||
BioBearn S.A.S. | % | France | France | |||||||
BioDeac S.A.S. | % | E | France | France | ||||||
BioGasconha S.A.S. | % | France | France | |||||||
Biogaz Breuil | % | France | France | |||||||
Biogaz Chatillon | % | France | France | |||||||
Biogaz Corcelles | % | France | France | |||||||
Biogaz Epinay | % | France | France | |||||||
Biogaz Libron | % | France | France | |||||||
Biogaz Milhac | % | France | France | |||||||
Biogaz Soignolles | % | France | France | |||||||
Biogaz Torcy | % | France | France | |||||||
Biogaz Vert Le Grand | % | France | France | |||||||
Biogaz Viriat | % | France | France | |||||||
BioLoie S.A.S. | % | E | France | France | ||||||
BioPommeria S.A.S. | % | France | France | |||||||
BioQuercy S.A.S. | % | E | France | France | ||||||
Bioroussillon S.A.S. | % | France | France | |||||||
Biovilleneuvois S.A.S. | % | France | France | |||||||
Cameron LNG Holdings LLC | % | E | United States | United States | ||||||
Del Rio Funding LLC (a) | % | E | United States | United States | ||||||
ECA LNG Holdings B.V. | % | E | Netherlands | Netherlands | ||||||
Fonroche Energies Renouvelables S.A.S. | % | France | France | |||||||
Gas Del Litoral SRLCV | % | E | Mexico | Mexico | ||||||
Global LNG North America Corporation | % | United States | United States | |||||||
Global LNG S.A.S. | % | France | France | |||||||
Greenflex Actirent Group, S.L. | % | Spain | Spain | |||||||
Greenflex S.A.S. | % | France | France | |||||||
Gulf Total Tractebel Power Company PSJC | % | E | United Arab Emirates | United Arab Emirates | ||||||
Ichthys LNG Pty Limited | % | E | Australia | Australia | ||||||
Margeriaz Energie | % | France | France | |||||||
Marsa LNG, LLC | % | E | Oman | Oman | ||||||
Methanergy | % | France | France | |||||||
Moz LNG1 Co-Financing Company | % | Mozambique | Mozambique | |||||||
Moz LNG1 Holding Company Ltd | % | United Arab Emirates | United Arab Emirates | |||||||
Mozambique LNG Marine Terminal Company S.A. | % | Mozambique | Mozambique | |||||||
Mozambique LNG1 Financing Company Ltd | % | United Arab Emirates | United Arab Emirates | |||||||
Mozambique MOF Company S.A. | % | Mozambique | Mozambique | |||||||
National Gas Shipping Company Limited | % | E | United Arab Emirates | United Arab Emirates | ||||||
Nigeria LNG Limited | % | E | Nigeria | Nigeria | ||||||
Oman LNG, LLC | % | E | Oman | Oman | ||||||
Papua LNG Development Pte Ltd | % | Singapore | Papua New Guinea | |||||||
PGB Energetyka | % | Poland | Poland | |||||||
PGB Energetyka 1 | % | Poland | Poland | |||||||
PGB Energetyka 2 | % | Poland | Poland | |||||||
PGB Energetyka 3 | % | Poland | Poland | |||||||
F-94 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
PGB Energetyka 4 | % | Poland | Poland | |||||||
PGB Energetyka 5 | % | Poland | Poland | |||||||
PGB Energetyka 6 | % | Poland | Poland | |||||||
PGB Energetyka 7 | % | Poland | Poland | |||||||
PGB Energetyka 8 | % | Poland | Poland | |||||||
PGB Energetyka 9 | % | Poland | Poland | |||||||
PGB Energetyka 10 | % | Poland | Poland | |||||||
PGB Energetyka 11 | % | Poland | Poland | |||||||
PGB Energetyka 12 | % | Poland | Poland | |||||||
PGB Energetyka 13 | % | Poland | Poland | |||||||
PGB Energetyka 14 | % | Poland | Poland | |||||||
PGB Energetyka 15 | % | Poland | Poland | |||||||
PGB Energetyka 16 | % | Poland | Poland | |||||||
PGB Energetyka 17 | % | Poland | Poland | |||||||
PGB Energetyka 18 | % | Poland | Poland | |||||||
PGB Energetyka 19 | % | Poland | Poland | |||||||
PGB Energetyka 20 | % | Poland | Poland | |||||||
PGB Energetyka 21 | % | Poland | Poland | |||||||
PGB Energetyka 22 | % | Poland | Poland | |||||||
PGB Energetyka 23 | % | Poland | Poland | |||||||
PGB Energetyka 24 | % | Poland | Poland | |||||||
PGB Energetyka 25 | % | Poland | Poland | |||||||
PGB Energetyka 26 | % | Poland | Poland | |||||||
PGB Energetyka 27 | % | Poland | Poland | |||||||
PGB Energetyka 28 | % | Poland | Poland | |||||||
PGB Inwestycje | % | Poland | Poland | |||||||
PGB Serwis | % | Poland | Poland | |||||||
Polska Grupa Biogazowa S.A. | % | Poland | Poland | |||||||
Qatar Liquefied Gas Company Limited (II) | % | E | Qatar | Qatar | ||||||
Qatar Liquified Gas Company Limited 10 (QG10) - NFS Project | % | E | Qatar | Qatar | ||||||
Qatar Liquified Gas Company Limited 5 (QG5) - NFE Project | % | E | Qatar | Qatar | ||||||
Rio Grande LNG Intermediate Holdings, LLC (b) | % | E | United States | United States | ||||||
South Hook LNG Terminal Company Limited | % | E | United Kingdom | United Kingdom | ||||||
Total E&P East El Burullus Offshore B.V. | % | Netherlands | Egypt | |||||||
Total E&P Egypt Block 2 B.V. | % | Netherlands | Egypt | |||||||
Total E&P Indonesie | % | France | Indonesia | |||||||
Total Eren H2 | % | E | France | France | ||||||
Total Shenergy LNG (Shanghai) Co., Ltd. | % | E | China | China | ||||||
TotalEnergies Australia Unit Trust (c) | % | Australia | Australia | |||||||
TotalEnergies Biogas Holdings USA, LLC | % | United States | United States | |||||||
TotalEnergies Biogaz France | % | France | France | |||||||
TotalEnergies CCS Australia Pty Ltd | % | Australia | Australia | |||||||
TotalEnergies E&P SW Texas, LLC | % | United States | United States | |||||||
TotalEnergies E&P Yamal | % | France | France | |||||||
TotalEnergies EP Angola Developpement Gaz | % | France | Angola | |||||||
TotalEnergies EP Australia | % | France | Australia | |||||||
TotalEnergies EP Australia II | % | France | Australia | |||||||
TotalEnergies EP Australia III | % | France | Australia | |||||||
TotalEnergies EP Barnett USA | % | United States | United States | |||||||
TotalEnergies EP CentralAmerica Sdn Bhd | % | Malaysia | Malaysia | |||||||
TotalEnergies EP Egypt North Ras Kanayis Offshore B.V. | % | Netherlands | Egypt | |||||||
TotalEnergies EP Egypte | % | France | Egypt | |||||||
TotalEnergies EP Exploration Australia Pty Ltd | % | Australia | Australia | |||||||
TotalEnergies EP Holdings Australia Pty Ltd | % | Australia | Australia | |||||||
TotalEnergies EP Holdings Mauritius Ltd | % | Mauritius Island | Mauritius Island | |||||||
TotalEnergies EP Ichthys Holdings | % | France | France | |||||||
TotalEnergies EP Ichthys Pty Ltd | % | Australia | Australia | |||||||
TotalEnergies EP JV New Zealand Sdn Bhd | % | Malaysia | Malaysia | |||||||
TotalEnergies EP Kundu Limited | % | Papua New Guinea | Papua New Guinea | |||||||
TotalEnergies EP Malaysia Holdings Sdn Bhd | % | Malaysia | Malaysia | |||||||
TotalEnergies EP Malaysia International Sdn. Bhd | % | Malaysia | Malaysia | |||||||
TotalEnergies EP Mozambique Area1, Ltda | % | Mozambique | Mozambique | |||||||
TotalEnergies EP Oceania Sdn Bhd | % | Malaysia | Malaysia | |||||||
TotalEnergies EP Oman Block 12 B.V. | % | Netherlands | Oman | |||||||
TotalEnergies EP Oman Development B.V. | % | Netherlands | Oman | |||||||
TotalEnergies EP PNG Ltd | % | Papua New Guinea | Papua New Guinea | |||||||
TotalEnergies EP PNG2 B.V. | % | Netherlands | Papua New Guinea | |||||||
TotalEnergies EP Sabah Sdn Bhd | % | Malaysia | Malaysia | |||||||
TotalEnergies EP Salmanov | % | France | France | |||||||
TotalEnergies EP Sarawak Inc | % | Bahamas | Malaysia | |||||||
TotalEnergies EP Singapore Pte. Ltd. | % | Singapore | Singapore | |||||||
TotalEnergies EP Sureste Sdn Bhd | % | Malaysia | Malaysia | |||||||
TotalEnergies EP Tengah | % | France | Indonesia | |||||||
TotalEnergies EP Transshipment S.A.S. | % | France | France | |||||||
TotalEnergies EP Western Australia Sdn Bhd | % | Malaysia | Malaysia | |||||||
TotalEnergies Gas & Power Asia Private Limited | % | Singapore | Singapore | |||||||
TotalEnergies Gas & Power Holdings UK Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies Gas & Power Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies Gas & Power North America, Inc. | % | United States | United States | |||||||
TotalEnergies Gas & Power Services UK Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies Gas Pipeline USA, Inc. | % | United States | United States | |||||||
TotalEnergies Gaz & Electricite Holdings | % | France | France |
| Form 20-F 2024 TotalEnergies | F-95 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
TotalEnergies GLNG Australia | % | France | Australia | |||||||
TotalEnergies GLNG Holdings Australia S.A.S. | % | France | Australia | |||||||
TotalEnergies LNG Angola | % | France | France | |||||||
TotalEnergies LNG services France | % | France | France | |||||||
TotalEnergies Sviluppo Italia S.R.L. | % | Italy | Italy | |||||||
TotalEnergies USA International LLC | % | United States | United States | |||||||
TotalEnergies Yemen LNG Company Ltd | % | Bermuda | Bermuda | |||||||
Yamal LNG | % | E | Russia | Russia | ||||||
Yemen LNG Company Limited | % | E | Bermuda | Yemen |
Business |
|
| % Company |
|
| Country of |
| |||
segment | Statutory corporate name | interest | Method | incorporation | Country of operations | |||||
Integrated Power |
|
|
|
| ||||||
Abarloar Solar S.L.U. | % | Spain | Spain | |||||||
Abeto Solar, S.L.U. | % | Spain | Spain | |||||||
Access Building Egypt Solar One | % | Egypt | Egypt | |||||||
Access Egypt Solar One | % | Egypt | Egypt | |||||||
Adani Green Energy Ltd | % | E | India | India | ||||||
Adani Green Energy Twenty Three Limited | % | E | India | India | ||||||
Adani Renewable Energy Holding Nine Limited | % | E | India | India | ||||||
Adani Renewable Energy Sixty four Limited | % | E | India | India | ||||||
Advanced Thermal Batteries Inc. | % | E | United States | United States | ||||||
Aerospatiale Batteries (ASB) | % | E | France | France | ||||||
Aerowatt Energies | % | E | France | France | ||||||
Aerowatt Energies 2 | % | E | France | France | ||||||
AES CFE Holding III, LLC | % | E | United States | United States | ||||||
Al Kharsaa Solar Holdings B.V. | % | E | Netherlands | Netherlands | ||||||
Alberche Conex, S.L. | % | Spain | Spain | |||||||
Alcad AB | % | Sweden | Sweden | |||||||
Alicante | % | E | France | France | ||||||
Alicante 2 | % | E | France | France | ||||||
Altergie Territoires 2 | % | E | France | France | ||||||
Altergie Territoires 3 | % | E | France | France | ||||||
Altergie Territoires 5 | % | E | France | France | ||||||
Amber Solar Power Cinco, S.L. | % | E | Spain | Spain | ||||||
Amber Solar Power Cuatro, S.L. | % | E | Spain | Spain | ||||||
Amber Solar Power Dieciseis, S.L. | % | E | Spain | Spain | ||||||
Amber Solar Power Diez, S.L. | % | E | Spain | Spain | ||||||
Amber Solar Power Nueve, S.L. | % | E | Spain | Spain | ||||||
Amber Solar Power Quince, S.L. | % | E | Spain | Spain | ||||||
Amber Solar Power Tres, S.L. | % | E | Spain | Spain | ||||||
Amber Solar Power Uno, S.L. | % | E | Spain | Spain | ||||||
Amura Solar, S.L.U. | % | Spain | Spain | |||||||
Anayet Solar, S.L.U. | % | Spain | Spain | |||||||
Anclote Solar, S.L.U. | % | Spain | Spain | |||||||
Ancora Solar, S.L.U. | % | Spain | Spain | |||||||
Anemopetra | % | Greece | Greece | |||||||
Arbotante Solar, S.L.U. | % | Spain | Spain | |||||||
Armada Solar, S.L.U. | % | Spain | Spain | |||||||
Atolon Solar, S.L.U. | % | Spain | Spain | |||||||
Attentive Energy, LLC | % | E | United States | United States | ||||||
Auriga Generacion S.L. | % | Spain | Spain | |||||||
Automotive Cells Company, S.E. | % | E | France | France | ||||||
Avenir Solaire Etoile | % | France | France | |||||||
Avenir Solaire Portfolio | % | France | France | |||||||
Avenir Solaire Rhea | % | France | France | |||||||
Avenir Solaire Tethys | % | France | France | |||||||
Avenir Solaire Titan | % | France | France | |||||||
Baker Creek Solar, LLC | % | United States | United States | |||||||
Ballupur Solar Power Projects Private Ltd | % | E | India | India | ||||||
Baltic Sea OFW O-2.2 GmbH | % | Germany | Germany | |||||||
Baser Comercializadora de Referencia | % | Spain | Spain | |||||||
Belharra | % | France | France | |||||||
Bidasoa Conex, S.L. | % | Spain | Spain | |||||||
BJL11 Solar S.A. | % | Brazil | Brazil | |||||||
BJL4 Solar S.A. | % | Brazil | Brazil | |||||||
Brazoria Solar I, LLC | % | United States | United States | |||||||
Brazoria Solar II, LLC | % | United States | United States | |||||||
Brur Hail Sun, Limited Partnership | % | Israel | Israel | |||||||
Budeshte Agro | % | Bulgaria | Bulgaria | |||||||
Canal City Solar, LLC | % | United States | United States | |||||||
Casa dos Ventos S.A. | % | E | Brazil | Brazil | ||||||
Castellaneta Solar S.R.L. | % | Italy | Italy | |||||||
Castille | % | E | France | France | ||||||
Cefeo Solar, S.L.U. | % | Spain | Spain | |||||||
Centaurus Environment S.L.U. | % | Spain | Spain | |||||||
Central Eolica Pampa de Malaspina S.A.U. | % | Argentina | Argentina | |||||||
Central Eolica Terra Santa SPE I S.A. | % | Brazil | Brazil | |||||||
Central Eolica Terra Santa SPE II S.A. | % | Brazil | Brazil | |||||||
Centrale Eolienne Alaincourt | % | France | France | |||||||
Centrale Eolienne De La Vallee Gentillesse | % | France | France | |||||||
Centrale Eolienne Mont de l'Arbre III | % | France | France | |||||||
Centrale Eolienne RENFR 220 | % | France | France | |||||||
F-96 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Centrale Eolienne Vallee de la Craie | % | France | France | |||||||
Centrale Hydroelectrique Alas | % | France | France | |||||||
Centrale Hydroelectrique Ardon | % | France | France | |||||||
Centrale Hydroelectrique Arvan | % | France | France | |||||||
Centrale Hydroelectrique Barbaira | % | France | France | |||||||
Centrale Hydroelectrique Bonnant | % | France | France | |||||||
Centrale Hydroelectrique Gavet | % | France | France | |||||||
Centrale Hydroelectrique Grand Vallon | % | France | France | |||||||
Centrale Hydroelectrique Miage | % | France | France | |||||||
Centrale Hydroelectrique Previnquieres | % | France | France | |||||||
Centrale Photovoltaique De Merle Sud | % | E | France | France | ||||||
Centrale Solaire 2 | % | France | France | |||||||
Centrale Solaire 21.09-3 | % | France | France | |||||||
Centrale Solaire 21.09-4 | % | France | France | |||||||
Centrale Solaire 21.09-5 | % | France | France | |||||||
Centrale Solaire APV R&D | % | France | France | |||||||
Centrale Solaire Autoprod | % | France | France | |||||||
Centrale Solaire Autoroutes PV BFC | % | France | France | |||||||
Centrale Solaire Bayet | % | France | France | |||||||
Centrale Solaire Beauce Val de Loire | % | France | France | |||||||
Centrale Solaire Carrefour de l'Europe | % | France | France | |||||||
Centrale Solaire CET La Babiniere | % | France | France | |||||||
Centrale Solaire Chemin De Melette | % | E | France | France | ||||||
Centrale Solaire De Cazedarnes | % | France | France | |||||||
Centrale Solaire de La Bezassade | % | France | France | |||||||
Centrale Solaire Dom | % | France | France | |||||||
Centrale Solaire Du Centre Ouest | % | France | France | |||||||
Centrale Solaire Du Lavoir | % | France | France | |||||||
Centrale Solaire Estarac | % | E | France | France | ||||||
Centrale Solaire Golbey | % | E | France | France | ||||||
Centrale Solaire Guinots | % | E | France | France | ||||||
Centrale Solaire Heliovale | % | E | France | France | ||||||
Centrale Solaire La Castello | % | France | France | |||||||
Centrale Solaire La Jouannetterie | % | France | France | |||||||
Centrale Solaire La Potence | % | France | France | |||||||
Centrale Solaire La Roquette | % | France | France | |||||||
Centrale Solaire La Tastere | % | E | France | France | ||||||
Centrale Solaire Lacoste | % | France | France | |||||||
Centrale Solaire Le Carteyrou | % | France | France | |||||||
Centrale Solaire Le Trabet | % | France | France | |||||||
Centrale Solaire Les Cordeliers | % | France | France | |||||||
Centrale Solaire Les Cordeliers 2 | % | France | France | |||||||
Centrale Solaire l'Estrade | % | France | France | |||||||
Centrale Solaire Lodes | % | E | France | France | ||||||
Centrale Solaire Lot 1 | % | France | France | |||||||
Centrale Solaire Macouria | % | France | France | |||||||
Centrale Solaire Marlan | % | France | France | |||||||
Centrale Solaire Mazeran Lr | % | E | France | France | ||||||
Centrale Solaire Merle Sud 2 | % | E | France | France | ||||||
Centrale Solaire Moussoulens | % | France | France | |||||||
Centrale Solaire Olinoca | % | E | France | France | ||||||
Centrale Solaire Ombrieres Cap Agathois | % | France | France | |||||||
Centrale Solaire Ombrieres De Blyes | % | France | France | |||||||
Centrale Solaire Plateau De Pouls | % | France | France | |||||||
Centrale Solaire Pouy Negue | % | France | France | |||||||
Centrale Solaire Pouy Negue 2 | % | France | France | |||||||
Centrale Solaire RENFR 331 | % | France | France | |||||||
Centrale Solaire RENFR 397 | % | France | France | |||||||
Centrale Solaire RENFR 412 | % | France | France | |||||||
Centrale Solaire RENFR 422 | % | France | France | |||||||
Centrale Solaire RENFR 440 | % | France | France | |||||||
Centrale Solaire RENFR 450 | % | France | France | |||||||
Centrale Solaire RENFR 453 | % | France | France | |||||||
Centrale Solaire RENFR 627 | % | France | France | |||||||
Centrale Solaire RENFR 628 | % | France | France | |||||||
Centrale Solaire RENFR 629 | % | France | France | |||||||
Centrale Solaire Roquecamude | % | France | France | |||||||
Centrale Solaire Solarshare Bordeaux | % | France | France | |||||||
Centrale Solaire SRG Energy | % | E | France | France | ||||||
Centrale Solaire Terre du Roi | % | France | France | |||||||
Centrale Solaire Toiture Josse | % | E | France | France | ||||||
Centrale Solaire Touzery | % | France | France | |||||||
Centrale Solaire TQ 3 | % | France | France | |||||||
Centrale Solaire TQ 5 | % | France | France | |||||||
Centrale Solaire Vauvoix | % | E | France | France | ||||||
Cerezo Solar, S.L.U. | % | Spain | Spain | |||||||
Chudiala Solar Power Projects Private Ltd | % | E | India | India | ||||||
Cidra Solar, S.L.U. | % | Spain | Spain | |||||||
Circinus Energy, S.L.U. | % | Spain | Spain | |||||||
Clean Energy | % | Italy | Italy | |||||||
Clean Energy 1 | % | Italy | Italy | |||||||
Clinton Solar, LLC | % | United States | United States | |||||||
Colorado Bend I Power, LLC | % | United States | United States | |||||||
Colorado Bend Services, LLC | % | E | United States | United States |
| Form 20-F 2024 TotalEnergies | F-97 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Columba Renovables S.L.U. | % | Spain | Spain | |||||||
Comanche Solar, LLC | % | United States | United States | |||||||
Core Energy Development, LLC | % | United States | United States | |||||||
Core Fund 1, LLC | % | United States | United States | |||||||
Core Solar Capital, LLC | % | United States | United States | |||||||
Core Solar Data, LLC | % | United States | United States | |||||||
Core Solar Development, LLC | % | United States | United States | |||||||
Core Solar DG, LLC | % | United States | United States | |||||||
Core Solar Holdings I, LLC | % | United States | United States | |||||||
Core Solar Land Holdings I, LLC | % | United States | United States | |||||||
Core Solar SPV X, LLC | % | United States | United States | |||||||
Core Solar SPV XV, LLC | % | United States | United States | |||||||
Core Solar SPV XXIV, LLC | % | United States | United States | |||||||
Core Solar, LLC | % | United States | United States | |||||||
Cottonwood Bayou Storage, LLC | % | United States | United States | |||||||
Cottonwood Solar Cash Equity HoldCo, LLC | % | United States | United States | |||||||
Cottonwood Solar Class B HoldCo, LLC | % | E | United States | United States | ||||||
Cowtown Solar, LLC | % | United States | United States | |||||||
Crc Kern Front Tugboat, LLC | % | United States | United States | |||||||
CS Anacona 1A, LLC | % | United States | United States | |||||||
CS Anacona 1B, LLC | % | United States | United States | |||||||
CS Anacona 1C, LLC | % | United States | United States | |||||||
CS Black Oak A, LLC | % | United States | United States | |||||||
CS Black Oak B, LLC | % | United States | United States | |||||||
CS Clare, LLC | % | United States | United States | |||||||
CS Danville, LLC | % | United States | United States | |||||||
CS Kernan A, LLC | % | United States | United States | |||||||
CS Kernan B, LLC | % | United States | United States | |||||||
CS Kernan C, LLC | % | United States | United States | |||||||
CS Kernan D, LLC | % | United States | United States | |||||||
CS Long Point 1, LLC | % | United States | United States | |||||||
CS Long Point 2A, LLC | % | United States | United States | |||||||
CS Long Point 2B, LLC | % | United States | United States | |||||||
CS Quadrao 2 | % | United States | United States | |||||||
CS Spring Lake, LLC | % | United States | United States | |||||||
CS Streator, LLC | % | United States | United States | |||||||
Cygnus Environment, S.L.U. | % | Spain | Spain | |||||||
DEMOSITES2022 | % | France | France | |||||||
Dracena I Parque Solar S.A. | % | Brazil | Brazil | |||||||
Dracena II Parque Solar S.A. | % | Brazil | Brazil | |||||||
Dracena IV Parque Solar S.A. | % | Brazil | Brazil | |||||||
Driza Solar, S.L.U. | % | Spain | Spain | |||||||
Dubovo Energy | % | Bulgaria | Bulgaria | |||||||
Eclipse Solar SpA | % | Chile | Chile | |||||||
Ecosol San Luis S.A.U. | % | Argentina | Argentina | |||||||
Edelweis Solar, S.L.U. | % | Spain | Spain | |||||||
Eden Mumbai Solar Private Ltd | % | E | India | India | ||||||
Eden Renewable Cite Private Ltd | % | E | India | India | ||||||
Eden Renewable Ranji Private Ltd | % | E | India | India | ||||||
Eden Solar Energy Gurgaon Private Ltd | % | E | India | India | ||||||
Eden Solar Rajdhani Private Ltd | % | E | India | India | ||||||
El Bosc | % | E | France | France | ||||||
Elliniki Eoliki Energeiaki S.A. | % | Greece | Greece | |||||||
EMV Energy Investments S.A. | % | Greece | Greece | |||||||
ENEOS TotalEnergies Renewables Solar Development Japan G.K. | % | E | Japan | Japan | ||||||
Energia SI | % | Italy | Italy | |||||||
Energie Developpement | % | E | France | France | ||||||
Eneryo S.A.S. | % | France | France | |||||||
Enwind | % | Poland | Poland | |||||||
Eol Maral I SPE S.A. | % | Brazil | Brazil | |||||||
Eol Maral II SPE S.A. | % | Brazil | Brazil | |||||||
Eole Boin | % | France | France | |||||||
Eole Champagne Conlinoise | % | E | France | France | ||||||
Eole Dadoud | % | France | France | |||||||
Eole Fonds Caraibes | % | France | France | |||||||
Eole Grand Maison | % | France | France | |||||||
Eole La Montagne | % | France | France | |||||||
Eole La Perriere S.A.R.L. | % | France | France | |||||||
Eole La Plaine | % | France | France | |||||||
Eole Morne Carriere | % | France | France | |||||||
Eole Yate | % | France | France | |||||||
Eolica da Boneca - Empreendimentos Eolicos S.A. | % | E | Portugal | Portugal | ||||||
Eolmed | % | E | France | France | ||||||
Eren do Brasil Participacões e Consultoria em Energia Ltda | % | Brazil | Brazil | |||||||
Eren Maral Participacões S.A. | % | Brazil | Brazil | |||||||
Eren Terra Santa Participacões S.A. | % | Brazil | Brazil | |||||||
Essakane Solar S.A.S. | % | Burkina Faso | Burkina Faso | |||||||
E-Vento Ciro | % | Italy | Italy | |||||||
Evergreen Solar, LLC | % | United States | United States | |||||||
ExGen Texas Power, LLC | % | United States | United States | |||||||
Falla Solar, S.L.U. | % | Spain | Spain | |||||||
FE Tutly Solar LLC | % | Uzbekistan | Uzbekistan | |||||||
Fleming Solar, LLC | % | United States | United States |
F-98 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Fluxsol | % | France | France | |||||||
FPV Blanchard | % | France | France | |||||||
Friemann & Wolf Batterietechnick GmbH | % | Germany | Germany | |||||||
Futur Portfolio | % | France | France | |||||||
G.K. Succeed Tsu Haze | % | E | Japan | Japan | ||||||
Galibier | % | E | France | France | ||||||
Gallocanta Solar, S.L.U. | % | Spain | Spain | |||||||
Garonne-et-Canal Energies | % | France | France | |||||||
Generg - Gestão e Projectos de Energia S.A. | % | Portugal | Portugal | |||||||
Generg Sol da Beira Baixa - Energias Renovaveis S.A. | % | Portugal | Portugal | |||||||
Generg Sol do Alentejo - Energias Renovaveis, Sociedade Unipessoal, Lda | % | Portugal | Portugal | |||||||
Generg Sol do Alentejo 2 - Energias Renovaveis, Sociedade Unipessoal, Lda | % | Portugal | Portugal | |||||||
Generg Ventos da Gardunha - Energias Renovaveis S.A. | % | Portugal | Portugal | |||||||
Generg Ventos da Gardunha - Sobre Equipamento S.A. | % | Portugal | Portugal | |||||||
Generg Ventos de Proenca-a-Nova - Energias Renovaveis S.A. | % | Portugal | Portugal | |||||||
Generg Ventos de Sines - Energias Renovaveis S.A. | % | Portugal | Portugal | |||||||
Generg Ventos de Trancoso - Energias Renovaveis S.A. | % | Portugal | Portugal | |||||||
Generg Ventos de Trancoso - Sobre Equipamento S.A. | % | Portugal | Portugal | |||||||
Generg Ventos de Viana do Castelo - Energias Renovaveis S.A. | % | Portugal | Portugal | |||||||
Generg Ventos de Viana do Castelo - Sobre Equipamento S.A. | % | Portugal | Portugal | |||||||
Generg Ventos do Caramulo - Energias Renovaveis S.A. | % | Portugal | Portugal | |||||||
Generg Ventos do Caramulo - Sobre Equipamento S.A. | % | Portugal | Portugal | |||||||
Generg Ventos do Pinhal Interior - Energias Renovaveis S.A. | % | Portugal | Portugal | |||||||
Generg Ventos do Pinhal Interior - Sobre Equipamento S.A. | % | Portugal | Portugal | |||||||
Geomundo Offshore Wind Power Co., Ltd. | % | E | South Korea | South Korea | ||||||
Glaciere De Palisse | % | France | France | |||||||
Global Energy | % | Bulgaria | Bulgaria | |||||||
Global Solar Services | % | France | France | |||||||
Go Electric | % | United States | United States | |||||||
Golden Triangle Solar, LLC | % | United States | United States | |||||||
Goleta Solar, S.L.U. | % | Spain | Spain | |||||||
Goodfellow Solar III, LLC | % | United States | United States | |||||||
Goritsa Aiolos Energy S.M.S.A | % | Greece | Greece | |||||||
Gray Whale Offshore Wind Power No.1 Co., Ltd | % | E | South Korea | South Korea | ||||||
Gray Whale Offshore Wind Power No.2 Co., Ltd | % | E | South Korea | South Korea | ||||||
Gray Whale Offshore Wind Power No.3 Co., Ltd | % | E | South Korea | South Korea | ||||||
Greenwind S.A. | % | Argentina | Argentina | |||||||
Grillete Solar, S.L.U. | % | Spain | Spain | |||||||
GT R4 Holdings Limited | % | E | United Kingdom | United Kingdom | ||||||
Haiding one international investment co Ltd | % | E | TaIwan | TaIwan | ||||||
Haiding three international investment co Ltd | % | E | TaIwan | TaIwan | ||||||
Haiding two international investment co Ltd | % | E | TaIwan | TaIwan | ||||||
Hanwha Total Solar II, LLC | % | E | United States | United States | ||||||
Hanwha Total Solar, LLC | % | E | United States | United States | ||||||
Helio 100 Kw | % | France | France | |||||||
Helio 971 | % | France | France | |||||||
Helio 974 Sol 1 | % | France | France | |||||||
Helio 974 Toiture 2 | % | France | France | |||||||
Helio Fonds Caraibes | % | France | France | |||||||
Helio L'R | % | France | France | |||||||
Helio Prony Resources New Caledonia | % | New Caledonia | New Caledonia | |||||||
Helio Saint Benoit | % | France | France | |||||||
Helio Wabealo | % | France | France | |||||||
Helix Project V, LLC | % | United States | United States | |||||||
HETTY | % | France | France | |||||||
HFV Montenero | % | Italy | Italy | |||||||
HFV Salentina | % | E | Italy | Italy | ||||||
Hidrinveste - Investimentos Energeticos, Lda | % | Portugal | Portugal | |||||||
Hidroelectrica de Manteigas, Lda | % | Portugal | Portugal | |||||||
Hidroelectrica do Monte, Lda | % | Portugal | Portugal | |||||||
Hill Solar II, LLC | % | United States | United States | |||||||
HT Solar Holdings II, LLC | % | E | United States | United States | ||||||
HT Solar Holdings III, LLC | % | E | United States | United States | ||||||
HTS Holdings LLC | % | E | United States | United States | ||||||
Hydro 974 | % | France | France | |||||||
Hydro Tinee | % | E | France | France | ||||||
Hydromons | % | France | France | |||||||
Inov | % | Italy | Italy | |||||||
Ise Total Nanao Power Plant G.K. | % | E | Japan | Japan | ||||||
Jingdan New Energy investment (Shanghai) Co. Ltd | % | E | China | China | ||||||
Jmcp | % | France | France | |||||||
Keith Solar I, LLC | % | United States | United States | |||||||
Kidds Store | % | United States | United States | |||||||
KSF Holding Trust | % | E | Australia | Australia | ||||||
Kyon Energy Finance GmbH | % | Germany | Germany | |||||||
Kyon Energy Solutions GmbH | % | Germany | Germany | |||||||
LA Basin Solar I, LLC | % | United States | United States | |||||||
La Compagnie Electrique de Bretagne | % | E | France | France |
| Form 20-F 2024 TotalEnergies | F-99 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
La Metairie Neuve | % | E | France | France | ||||||
La Quercia Solar S.R.L | % | Italy | Italy | |||||||
La Seauve | % | E | France | France | ||||||
Lanuza Solar, S.L.U. | % | Spain | Spain | |||||||
LaPorte Power, LLC | % | United States | United States | |||||||
Lauderdale Solar, LLC | % | United States | United States | |||||||
Laurens Solar I, LLC | % | United States | United States | |||||||
Le Bois Joli | % | France | France | |||||||
Lemoore Stratford Land Holdings IV, LLC | % | United States | United States | |||||||
Les ailes de Taillard | % | E | France | France | ||||||
Les Vents de la Moivre 1 | % | France | France | |||||||
Les Vents de la Moivre 2 | % | France | France | |||||||
Les Vents de la Moivre 3 | % | France | France | |||||||
Les Vents de la Moivre 4 | % | France | France | |||||||
Les Vents de la Moivre 5 | % | France | France | |||||||
Leuret | % | E | France | France | ||||||
Lithos Aiolos Energy S.A. | % | Greece | Greece | |||||||
Lorance Creek Solar, LLC | % | United States | United States | |||||||
Lorca | % | E | France | France | ||||||
Luce Solar SpA | % | Chile | Chile | |||||||
Luminora Solar Cinco, S.L. | % | E | Spain | Spain | ||||||
Luminora Solar Cuatro, S.L. | % | E | Spain | Spain | ||||||
Luminora Solar Dos, S.L. | % | E | Spain | Spain | ||||||
Luminora Solar Tres, S.L. | % | E | Spain | Spain | ||||||
Maenggoldo Offshore Wind Power Co., Ltd | % | E | South Korea | South Korea | ||||||
Martianez Solar, S.L.U. | % | Spain | Spain | |||||||
Marvel Solar Holdco 1, LLC | % | United States | United States | |||||||
Marysville Unified School District Solar, LLC | % | United States | United States | |||||||
Mastil Solar, S.L.U. | % | Spain | Spain | |||||||
Mauricio Solar, S.L.U. | % | Spain | Spain | |||||||
Meco 8 | % | France | France | |||||||
Medha Energy Private Ltd | % | E | India | India | ||||||
Megavento - Producão de Electricidade S.A. | % | Portugal | Portugal | |||||||
Merysol | % | E | France | France | ||||||
Mishmar HaNegev Sun, Limited Partnership | % | Israel | Israel | |||||||
Missiles & Space Batteries Limited | % | E | United Kingdom | United Kingdom | ||||||
Miyagi Osato Solar Park G.K. | % | E | Japan | Japan | ||||||
Miyako Kuzakai Solarpark G.K. | % | E | Japan | Japan | ||||||
M-KAT Green Limited Liability Partnership | % | Kazakhstan | Kazakhstan | |||||||
Morena Solar, S.L.U. | % | Spain | Spain | |||||||
Mulilo Prieska PV (RF) Proprietary Limited | % | E | South Africa | South Africa | ||||||
Mustang Creek Solar, LLC | % | United States | United States | |||||||
Myrtle Solar Cash Equity HoldCo, LLC | % | United States | United States | |||||||
Myrtle Solar Class B HoldCo | % | United States | United States | |||||||
Myrtle Solar Class B member | % | United States | United States | |||||||
Myrtle Solar TE HoldCo, LLC | % | United States | United States | |||||||
Myrtle Solar, LLC | % | United States | United States | |||||||
Myrtle Storage Cash Equity HoldCo, LLC | % | United States | United States | |||||||
Myrtle Storage Class B HoldCo, LLC | % | United States | United States | |||||||
Myrtle Storage Class B Member, LLC | % | United States | United States | |||||||
Myrtle Storage TE Partnership, LLC | % | United States | United States | |||||||
Myrtle Storage, LLC | % | United States | United States | |||||||
Nevada Joint Union High School District Solar, LLC | % | United States | United States | |||||||
New Green Energy Services | % | France | France | |||||||
Nomad Solar | % | Kazakhstan | Kazakhstan | |||||||
North Sea OFW N-12.1 GmbH | % | Germany | Germany | |||||||
Nouvelle Centrale Eolienne de Lastours | % | E | France | France | ||||||
Nuza Solar, S.L.U. | % | Spain | Spain | |||||||
Ombrea | % | France | France | |||||||
OmbreaAOI2022 | % | France | France | |||||||
Ophelia Solar, LLC | % | United States | United States | |||||||
Oranje Wind Power II B.V. | % | E | Netherlands | Netherlands | ||||||
OSKVOLT Battery Services KB | % | Sweden | Sweden | |||||||
Parc Eolien de Cassini | % | E | France | France | ||||||
Parc Eolien de l'Equinville | % | France | France | |||||||
Parc Eolien Du Coupru | % | E | France | France | ||||||
Parc Eolien Du Vilpion | % | E | France | France | ||||||
Parc Photovoltaique de Puyloubier | % | France | France | |||||||
Parc Solaire du Lorrain | % | France | France | |||||||
Parco Eolico La Guardia S.R.L. | % | Italy | Italy | |||||||
Parque Fotovoltaico Alicahue Solar SpA | % | Chile | Chile | |||||||
Parque Fotovoltaico Santa Adriana Solar SpA | % | Chile | Chile | |||||||
Photonotos Energy | % | Greece | Greece | |||||||
Photovoras Energy S.M.S.A | % | Greece | Greece | |||||||
Piedra Solar, LLC | % | United States | United States | |||||||
Pigeon Run Solar, LLC | % | United States | United States | |||||||
Pilastra Solar, S.L.U. | % | Spain | Spain | |||||||
Plum Creek Solar, LLC | % | United States | United States | |||||||
Pontenure Solar S.R.L. | % | Italy | Italy | |||||||
Portalon Solar, S.L.U. | % | Spain | Spain | |||||||
Pos Production Ii | % | France | France | |||||||
Pos Production Iii | % | France | France | |||||||
Pos Production Iv | % | France | France | |||||||
Pos Production V | % | France | France |
F-100 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Poste HTB du Mont de L'Arbre | % | France | France | |||||||
Postigo Solar, S.L.U. | % | Spain | Spain | |||||||
Postor Solar, S.L.U. | % | Spain | Spain | |||||||
PT TATS Indonesia | % | Indonesia | Indonesia | |||||||
Quadra Energy GmbH | % | Germany | Germany | |||||||
Quadrica | % | E | France | France | ||||||
Quilla Solar, S.L.U. | % | Spain | Spain | |||||||
Rabiza Solar, S.L.U. | % | Spain | Spain | |||||||
Randolph Solar I, LLC | % | United States | United States | |||||||
Rececho Solar, S.L.U. | % | Spain | Spain | |||||||
Recova Solar, S.L.U. | % | Spain | Spain | |||||||
Regata Solar, S.L.U. | % | Spain | Spain | |||||||
Renewable Energy Seagreen Holdco Limited | % | E | United Kingdom | United Kingdom | ||||||
Risen Bangladesh SKS Pte Ltd | % | Bangladesh | Singapore | |||||||
Risen Energy (Cambodia) Battambang Co. Ltd | % | Cambodia | Cambodia | |||||||
RLA Solar SpA | % | Chile | Chile | |||||||
Rolling Green Solar, LLC | % | United States | United States | |||||||
Rolling Plains Solar, LLC | % | United States | United States | |||||||
Ronesans Enerji Uretim ve Ticaret Anonim Șirketi | % | E | Turkey | Turkey | ||||||
Runway Solar, LLC | % | United States | United States | |||||||
Saft (Zhuhai FTZ) Batteries Company Limited | % | China | China | |||||||
Saft (Zhuhai) Energy Storage Co. | % | China | China | |||||||
Saft AB | % | Sweden | Sweden | |||||||
Saft America Inc. | % | United States | United States | |||||||
Saft AS | % | Norway | Norway | |||||||
Saft Australia Pty Limited | % | Australia | Australia | |||||||
Saft Batterias SL | % | Spain | Spain | |||||||
Saft Batterie Italia S.R.L. | % | Italy | Italy | |||||||
Saft Batterien GmbH | % | Germany | Germany | |||||||
Saft Batteries Pte Limited | % | Singapore | Singapore | |||||||
Saft Batteries Pty Limited | % | Australia | Australia | |||||||
Saft Batterijen B.V. | % | Netherlands | Netherlands | |||||||
Saft Do Brasil Ltda | % | Brazil | Brazil | |||||||
Saft EV S.A.S. | % | France | France | |||||||
Saft Ferak AS | % | Czech Republic | Czech Republic | |||||||
Saft Groupe S.A.S. | % | France | France | |||||||
Saft Hong Kong Limited | % | Hong Kong | Hong Kong | |||||||
Saft India Private Limited | % | India | India | |||||||
Saft Japan KK | % | Japan | Japan | |||||||
Saft Limited | % | United Kingdom | United Kingdom | |||||||
Saft LLC | % | Russia | Russia | |||||||
Saft Nife ME Limited | % | Cyprus | Cyprus | |||||||
Saft S.A.S. | % | France | France | |||||||
San Luis Obispo Solar I, LLC | % | United States | United States | |||||||
Sanabria Solar, S.L.U. | % | Spain | Spain | |||||||
Sanders Creek Solar, LLC | % | United States | United States | |||||||
SGIP SLB Holdco 1, LLC | % | United States | United States | |||||||
SGIP SLB I, LLC | % | United States | United States | |||||||
Shakumbhari Solar Power Projects Private Ltd | % | E | India | India | ||||||
Shams Power Company PJSC | % | E | United Arab Emirates | United Arab Emirates | ||||||
SIIF EDF EN Israel Ltd | % | Israel | Israel | |||||||
Sistemi Energie Calabria S.R.L. | % | Italy | Italy | |||||||
Sociedade Exploradora de Recursos Energeticos, Lda | % | Portugal | Portugal | |||||||
Sociedade Hidroelectrica da Grela, Lda | % | Portugal | Portugal | |||||||
Societe Champenoise d'Energie | % | E | France | France | ||||||
Societe d'Exploitation du Soleil du Haut - Deffens | % | France | France | |||||||
Societe Economie Mixte Production Energetique Renouvelable | % | E | France | France | ||||||
Sol Holding, LLC | % | E | United States | United States | ||||||
Solaire Habitat Social | % | France | France | |||||||
Solar Barocco | % | Italy | Italy | |||||||
Solar Carport NJ, LLC | % | United States | United States | |||||||
Solar Energies | % | E | France | France | ||||||
Solar Life Energy | % | Italy | Italy | |||||||
Solar Star Academia 1, LLC | % | United States | United States | |||||||
Solar Star Addison North, LLC | % | United States | United States | |||||||
Solar Star Alleghany South, LLC | % | United States | United States | |||||||
Solar Star Always Low Prices Hi, LLC | % | United States | United States | |||||||
Solar Star Appling Peaches, LLC | % | United States | United States | |||||||
Solar Star Arizona HMR-1, LLC | % | United States | United States | |||||||
Solar Star Baltimore Carney, LLC | % | United States | United States | |||||||
Solar Star Baltimore Roofs, LLC | % | United States | United States | |||||||
Solar Star Bay City 2, LLC | % | United States | United States | |||||||
Solar Star Bear Creek, LLC | % | United States | United States | |||||||
Solar Star Big Apple BTM, LLC | % | United States | United States | |||||||
Solar Star Big Apple CDG B, LLC | % | United States | United States | |||||||
Solar Star Big Apple CDG,LLC | % | United States | United States | |||||||
Solar Star Blakeslee 2, LLC | % | United States | United States | |||||||
Solar Star Buchanan 2, LLC | % | United States | United States | |||||||
Solar Star California LXXV, LLC | % | United States | United States | |||||||
Solar Star California LXXVI, LLC | % | United States | United States | |||||||
Solar Star California LXXVIII, LLC | % | United States | United States | |||||||
Solar Star California XXXV, LLC | % | United States | United States | |||||||
Solar Star California XXXVI, LLC | % | United States | United States |
| Form 20-F 2024 TotalEnergies | F-101 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Solar Star California XXXVIII, LLC | % | United States | United States | |||||||
Solar Star Cambridge 1, LLC | % | United States | United States | |||||||
Solar Star Cantil 1, LLC | % | United States | United States | |||||||
Solar Star Carbondale 1, LLC | % | United States | United States | |||||||
Solar Star Carlsbad 1, LLC | % | United States | United States | |||||||
Solar Star Central Light, LLC | % | United States | United States | |||||||
Solar Star Charlotte 1, LLC | % | United States | United States | |||||||
Solar Star Clovis Curry North, LLC | % | United States | United States | |||||||
Solar Star Clovis Curry South, LLC | % | United States | United States | |||||||
Solar Star Co Co 2500, LLC | % | United States | United States | |||||||
Solar Star Coastal Pirate, LLC | % | United States | United States | |||||||
Solar Star Colorado II, LLC | % | United States | United States | |||||||
Solar Star CRC Kern Front, LLC | % | United States | United States | |||||||
Solar Star CRC Mt. Poso, LLC | % | United States | United States | |||||||
Solar Star CRC North Shafter, LLC | % | United States | United States | |||||||
Solar Star CRC Pier A West, LLC | % | United States | United States | |||||||
Solar Star CRC Yowlumne 1 North, LLC | % | United States | United States | |||||||
Solar Star CRC Yowlumne 2 South, LLC | % | United States | United States | |||||||
Solar Star Deer Island, LLC | % | United States | United States | |||||||
Solar Star Dornsife 1, LLC | % | United States | United States | |||||||
Solar Star Fort Atkinson South, LLC | % | United States | United States | |||||||
Solar Star Gloucester 1, LLC | % | United States | United States | |||||||
Solar Star Gloucester 2, LLC | % | United States | United States | |||||||
Solar Star Golden Empire, LLC | % | United States | United States | |||||||
Solar Star Goodwin Storage, LLC | % | United States | United States | |||||||
Solar Star Harbor, LLC | % | United States | United States | |||||||
Solar Star Harpst Arcata, LLC | % | United States | United States | |||||||
Solar Star Hartford South, LLC | % | United States | United States | |||||||
Solar Star Hawley 1, LLC | % | United States | United States | |||||||
Solar Star HD Maryland, LLC | % | United States | United States | |||||||
Solar Star HD New Jersey, LLC | % | United States | United States | |||||||
Solar Star HD New York, LLC | % | United States | United States | |||||||
Solar Star Healthy 1, LLC | % | United States | United States | |||||||
Solar Star Healthy Lake, LLC | % | United States | United States | |||||||
Solar Star Herald Square 1, LLC | % | United States | United States | |||||||
Solar Star Hernwood, LLC | % | United States | United States | |||||||
Solar Star Hubbardson South, LLC | % | United States | United States | |||||||
Solar Star Irvine Civic Center, LLC | % | United States | United States | |||||||
Solar Star Jal, LLC | % | United States | United States | |||||||
Solar Star Kennedale Storage, LLC | % | United States | United States | |||||||
Solar Star Khsd, LLC | % | United States | United States | |||||||
Solar Star LA County High Desert, LLC | % | United States | United States | |||||||
Solar Star Lake Mills 1, LLC | % | United States | United States | |||||||
Solar Star LCR Culver City, LLC | % | United States | United States | |||||||
Solar Star LCR Irvine, LLC | % | United States | United States | |||||||
Solar Star LCR Split 2, LLC | % | United States | United States | |||||||
Solar Star Light Park, LLC | % | United States | United States | |||||||
Solar Star Lincoln School, LLC | % | United States | United States | |||||||
Solar Star Lompoc Diatomite 1, LLC | % | United States | United States | |||||||
Solar Star Long Peaches, LLC | % | United States | United States | |||||||
Solar Star Los Lunas 2 LLC | % | United States | United States | |||||||
Solar Star Los Lunas, LLC | % | United States | United States | |||||||
Solar Star MA - Tewksbury, LLC | % | United States | United States | |||||||
Solar Star Massachusetts II, LLC | % | United States | United States | |||||||
Solar Star Massachusetts III, LLC | % | United States | United States | |||||||
Solar Star Maxx 1, LLC | % | United States | United States | |||||||
Solar Star Mayfield 1, LLC | % | United States | United States | |||||||
Solar Star Maynard 1, LLC | % | United States | United States | |||||||
Solar Star Mifflinburg 1, LLC | % | United States | United States | |||||||
Solar Star Millville Rohrsburg, LLC | % | United States | United States | |||||||
Solar Star Millville, LLC | % | United States | United States | |||||||
Solar Star Mountain Post, LLC | % | United States | United States | |||||||
Solar Star North Herty Storage, LLC | % | United States | United States | |||||||
Solar Star Orangeville 2, LLC | % | United States | United States | |||||||
Solar Star Orangeville Eagle, LLC | % | United States | United States | |||||||
Solar Star Palmyra North, LLC | % | United States | United States | |||||||
Solar Star Parent CRC Kern Front, LLC | % | United States | United States | |||||||
Solar Star Parent CRC Mt. Poso, LLC | % | United States | United States | |||||||
Solar Star Parent CRC North Shafter, LLC | % | United States | United States | |||||||
Solar Star Parent CRC Pier A West, LLC | % | United States | United States | |||||||
Solar Star Parent CRC Yowlumne 1 North, LLC | % | United States | United States | |||||||
Solar Star Parent CRC Yowlumne 2 South, LLC | % | United States | United States | |||||||
Solar Star Parkton, LLC | % | United States | United States | |||||||
Solar Star Pennsauken, LLC | % | United States | United States | |||||||
Solar Star Petersburg 1, LLC | % | United States | United States | |||||||
Solar Star Pleasant Mount 1, LLC | % | United States | United States | |||||||
Solar Star Pleasant Mount 2, LLC | % | United States | United States | |||||||
Solar Star Prime 2, LLC | % | United States | United States | |||||||
Solar Star Prime 4, LLC | % | United States | United States | |||||||
Solar Star Prime I, LLC | % | United States | United States | |||||||
Solar Star Prime SCK3, LLC | % | United States | United States | |||||||
Solar Star PTC 1, LLC | % | United States | United States | |||||||
Solar Star PTC 2, LLC | % | United States | United States | |||||||
Solar Star PUSD Monache, LLC | % | United States | United States |
F-102 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Solar Star Saft Valdosta, LLC | % | United States | United States | |||||||
Solar Star Santa Ana HS, LLC | % | United States | United States | |||||||
Solar Star Serving Science 2, LLC | % | United States | United States | |||||||
Solar Star Serving Science, LLC | % | United States | United States | |||||||
Solar Star State of CT Solar 1, LLC | % | United States | United States | |||||||
Solar Star Storage Texas, LLC | % | United States | United States | |||||||
Solar Star Tift Toombs Peaches, LLC | % | United States | United States | |||||||
Solar Star Timberville 1, LLC | % | United States | United States | |||||||
Solar Star Timberville 2, LLC | % | United States | United States | |||||||
Solar Star Track Southern Ave 1, LLC | % | United States | United States | |||||||
Solar Star Tranquility, LLC | % | United States | United States | |||||||
Solar Star Unkety Brook, LLC | % | United States | United States | |||||||
Solar Star Urbana Landfill South, LLC | % | United States | United States | |||||||
Solar Star Vegas 1, LLC | % | United States | United States | |||||||
Solar Star Virginia Holdco, LLC | % | United States | United States | |||||||
Solar Star Ware 1, LLC | % | United States | United States | |||||||
Solar Star Western Hills Storage, LLC | % | United States | United States | |||||||
Solar Star Whitewater South, LLC | % | United States | United States | |||||||
Solar Star Wholesome Portland, LLC | % | United States | United States | |||||||
Solarstar Ma I, LLC | % | United States | United States | |||||||
SolarStorage Fund A, LLC | % | United States | United States | |||||||
SolarStorage Fund B, LLC | % | United States | United States | |||||||
SolarStorage Fund C, LLC | % | United States | United States | |||||||
SolarStorage Fund D, LLC | % | United States | United States | |||||||
Solenergy | % | Italy | Italy | |||||||
Sombrero Solar, LLC | % | United States | United States | |||||||
Spinnaker Solar, S.L.U. | % | Spain | Spain | |||||||
SPWR SS 1, LLC | % | United States | United States | |||||||
Strongstown Solar, LLC | % | United States | United States | |||||||
SunPower Bobcat Solar, LLC | % | United States | United States | |||||||
SunPower Commercial FTB Construction, LLC | % | United States | United States | |||||||
SunPower Commercial Holding Company FTB SLB Parent, LLC | % | United States | United States | |||||||
SunPower Commercial Holding Company FTB SLB, LLC | % | United States | United States | |||||||
SunPower Helix I, LLC | % | United States | United States | |||||||
SunPower NY CDG 1, LLC | % | United States | United States | |||||||
SunPower Revolver HoldCo I Parent, LLC | % | United States | United States | |||||||
SunPower Revolver HoldCo I, LLC | % | United States | United States | |||||||
Sunzil | % | E | France | France | ||||||
Swingletree Operations, LLC | % | United States | United States | |||||||
Tadiran Batteries GmbH | % | Germany | Germany | |||||||
Tadiran Batteries Limited | % | Israel | Israel | |||||||
Talmei Eliyahu Green Energies Ltd. | % | Israel | Israel | |||||||
Terrilvoltaique de Ronchamp et Magny-Danigon | % | E | France | France | ||||||
TexGen Power, LLC | % | United States | United States | |||||||
TNE Holdco 1 Ltd | % | United Kingdom | United Kingdom | |||||||
Tosca Holdco, LLC | % | E | United States | United States | ||||||
Total Envision Energy Services (Shanghai) Co., Ltd | % | E | China | China | ||||||
Total Eren | % | France | France | |||||||
Total Eren Chile | % | Chile | Chile | |||||||
Total Eren Holding | % | France | France | |||||||
Total Tractebel Emirates O&M Company | % | E | France | United Arab Emirates | ||||||
Total Tractebel Emirates Power Company | % | E | France | United Arab Emirates | ||||||
TotalEnergies - Centrale Electrique Bayet | % |
| France | France | ||||||
TotalEnergies - Centrale Electrique Marchienne-au-Pont | % |
| Belgium | Belgium | ||||||
TotalEnergies - Centrale Electrique Pont-sur-Sambre | % |
| France | France | ||||||
TotalEnergies - Centrale Electrique Saint-Avold | % |
| France | France | ||||||
TotalEnergies - Centrale Electrique Toul | % |
| France | France | ||||||
TotalEnergies Alamo Solar, S.L.U. | % | Spain | Spain | |||||||
TotalEnergies Andromeda Solar, S.L.U. | % | Spain | Spain | |||||||
TotalEnergies B Solar, LLC | % |
| United States | United States | ||||||
TotalEnergies C HoldCo, LLC | % | United States | United States | |||||||
TotalEnergies Carolina Long Bay, LLC | % | United States | United States | |||||||
TotalEnergies Clientes | % |
| Spain | Spain | ||||||
TotalEnergies CWB I Solar, LLC | % |
| United States | United States | ||||||
TotalEnergies DF Solar, LLC | % |
| United States | United States | ||||||
TotalEnergies Distributed Generation Assets USA, LLC | % |
| United States | United States | ||||||
TotalEnergies Distributed Generation Philippines Inc. | % |
| United States | United States | ||||||
TotalEnergies Distributed Generation USA, LLC | % |
| United States | United States | ||||||
TotalEnergies Dracena Participacoes | % | Brazil | Brazil | |||||||
TotalEnergies Electricidad y Gas España | % |
| Spain | Spain | ||||||
TotalEnergies Electricite et Gaz France | % |
| France | France | ||||||
TotalEnergies Flexible Power USA, LLC | % |
| United States | United States | ||||||
TotalEnergies H Solar, LLC | % | United States | United States | |||||||
TotalEnergies HI Holdco, LLC | % |
| United States | United States | ||||||
TotalEnergies Integrated Power ESS Belgium | % | Belgium | Belgium | |||||||
TotalEnergies M Solar, LLC | % |
| United States | United States | ||||||
TotalEnergies Marahu Holding, LLC | % |
| United States | United States | ||||||
TotalEnergies Offshore Wind Korea | % |
| France | France | ||||||
TotalEnergies Offshore Wind Netherlands Participations I B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Offshore Wind Netherlands Participations II B.V. | % | Netherlands | Netherlands |
TotalEnergies OFW NSE1 GmbH | % | Germany | Germany |
| Form 20-F 2024 TotalEnergies | F-103 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
TotalEnergies OFW OSE GmbH | % | Germany | Germany | |||||||
TotalEnergies OFW US 1, LLC | % |
| United States | United States | ||||||
TotalEnergies OFW US 4, LLC | % |
| United States | United States | ||||||
TotalEnergies Planta Solar Andalucia 3, S.L.U. | % | Spain | Spain | |||||||
TotalEnergies Power & Gas Belgium | % | Belgium | Belgium | |||||||
TotalEnergies Power Generation France | % |
| France | France | ||||||
TotalEnergies Renewables | % |
| France | France | ||||||
TotalEnergies Renewables (Cambodia) Co., Ltd | % | Cambodia | Cambodia | |||||||
TotalEnergies Renewables Asia | % |
| Singapore | Singapore | ||||||
TotalEnergies Renewables Australia | % | Australia | Australia | |||||||
TotalEnergies Renewables Bulgaria | % | Bulgaria | Bulgaria | |||||||
TotalEnergies Renewables Deutschland GmbH | % | Germany | Germany | |||||||
TotalEnergies Renewables Development Asia Pte. Ltd. | % | Singapore | Singapore | |||||||
TotalEnergies Renewables Development Middle East | % | France | France | |||||||
TotalEnergies Renewables Development Partnership, LLC | % | United States | United States | |||||||
TotalEnergies Renewables Development Philippines Corporation | % | Philippines | Philippines | |||||||
TotalEnergies Renewables DG Asia Assets Pte Ltd | % |
| Singapore | Singapore | ||||||
TotalEnergies Renewables DG Development Asia Pte. Ltd. | % |
| Singapore | Singapore | ||||||
TotalEnergies Renewables DG Holdings Asia Pte Ltd | % |
| Singapore | Singapore | ||||||
TotalEnergies Renewables DG MEA - Assets 1 FZE | % |
| United Arab Emirates | United Arab Emirates | ||||||
TotalEnergies Renewables DG MEA FZE | % |
| United Arab Emirates | United Arab Emirates | ||||||
TotalEnergies Renewables ESS Carling | % | France | France | |||||||
TotalEnergies Renewables ESS Flandres | % | France | France | |||||||
TotalEnergies Renewables ESS Grandpuits | % | France | France | |||||||
TotalEnergies Renewables Holding Hellas | % | Luxembourg | Luxembourg | |||||||
TotalEnergies Renewables Holding Luxembourg Nov S.A. | % | Luxembourg | Luxembourg | |||||||
TotalEnergies Renewables Iberica, S.L.U | % |
| Spain | Spain | ||||||
TotalEnergies Renewables India | % | Luxembourg | Luxembourg | |||||||
TotalEnergies Renewables Indian Ocean Ltd | % | Mauritius Island | Mauritius Island | |||||||
TotalEnergies Renewables International | % |
| France | France | ||||||
TotalEnergies Renewables Italia | % | Italy | Italy | |||||||
TotalEnergies Renewables Latin America | % |
| Chile | Chile | ||||||
TotalEnergies Renewables Malaysia Sdn. Bhd. | % | Malaysia | Malaysia | |||||||
TotalEnergies Renewables Nederland A B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Renewables Nederland B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Renewables Nov | % | France | France | |||||||
TotalEnergies Renewables Poland | % | Poland | Poland | |||||||
TotalEnergies Renewables Portugal Green S.A. | % | Portugal | Portugal | |||||||
TotalEnergies Renewables Portugal Hibridizacão S.A. | % | Portugal | Portugal | |||||||
TotalEnergies Renewables Portugal International S.A. | % | Portugal | Portugal | |||||||
TotalEnergies Renewables Portugal Novos Desenvolvimentos S.A. | % | Portugal | Portugal | |||||||
TotalEnergies Renewables Portugal Portfolio S.A. | % | Portugal | Portugal | |||||||
TotalEnergies Renewables Portugal SGPS | % | Portugal | Portugal | |||||||
TotalEnergies Renewables Portugal Sol & Vento S.A. | % | Portugal | Portugal | |||||||
TotalEnergies Renewables Projects Philippines Corporation | % | Philippines | Philippines | |||||||
TotalEnergies Renewables Projects Singapore Pte. Ltd | % | Singapore | Singapore | |||||||
TotalEnergies Renewables Projects Vietnam | % |
| Singapore | Singapore | ||||||
TotalEnergies Renewables R4 Holdco Ltd | % |
| United Kingdom | United Kingdom | ||||||
TotalEnergies Renewables Services Bulgaria | % |
| Bulgaria | Bulgaria | ||||||
TotalEnergies Renewables Services Italia | % | Italy | Italy | |||||||
TotalEnergies Renewables Services Poland | % | Poland | Poland | |||||||
TotalEnergies Renewables Services Portugal | % | Portugal | Portugal | |||||||
TotalEnergies Renewables Singapore Pte. Ltd | % | Singapore | Singapore | |||||||
TotalEnergies Renewables Solar Italia | % | Italy | Italy | |||||||
TotalEnergies Renewables Thailand | % |
| Thailand | Thailand | ||||||
TotalEnergies Renewables UK Limited | % |
| United Kingdom | United Kingdom | ||||||
TotalEnergies Renewables USA, LLC | % |
| United States | United States | ||||||
TotalEnergies Renouvelables Danemark ApS | % |
| Denmark | Denmark | ||||||
TotalEnergies Renouvelables France | % | France | France | |||||||
TotalEnergies Renouvelables Nogara | % | E | France | France | ||||||
TotalEnergies Renouvelables Pacific | % |
| France | France | ||||||
TotalEnergies Solar DG Nederland B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Solar France | % |
| France | France | ||||||
TotalEnergies Solar Intl | % |
| France | France | ||||||
TotalEnergies Solar Wind Indian Ocean Ltd | % | Mauritius Island | Mauritius Island | |||||||
TotalEnergies Strong, LLC | % | E | United States | United States | ||||||
TotalEnergies Wire 3, LLC | % | United States | United States | |||||||
TQN Hydro | % | France | France | |||||||
TQN Solar | % | France | France | |||||||
TQN Solar Nogara | % | E | France | France | ||||||
TQN Wind | % | France | France | |||||||
Trofeo Solar, S.L.U. | % | Spain | Spain | |||||||
Truyesol | % | E | France | France | ||||||
TSGF SpA | % | Chile | Chile | |||||||
TSSDG India Private Limited | % | India | India | |||||||
Valencia Solar 1, LLC | % | United States | United States | |||||||
Valencia Solar 2, LLC | % | United States | United States | |||||||
Valencia Solar 3, LLC | % | United States | United States | |||||||
Valencia Solar 4, LLC | % | United States | United States | |||||||
Valorene | % | France | France | |||||||
Varadero Solar, S.L.U. | % | Spain | Spain | |||||||
Ventos do Seixo Amarelo - Energias Renovaveis S.A. | % | Portugal | Portugal |
F-104 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Vents D'Oc Centrale D'Energie Renouvelable 16 | % | France | France | |||||||
Vents D'Oc Centrale D'Energie Renouvelable 17 | % | E | France | France | ||||||
Vents D'Oc Centrale D'Energie Renouvelable 18 | % | France | France | |||||||
Vertigo | % | E | France | France | ||||||
Vientos Los Hercules | % | Argentina | Argentina | |||||||
Vientos Solutions, S.L.U. | % | Spain | Argentina | |||||||
Vireausol | % | E | France | France | ||||||
West Burton Flexible Generation Ltd | % | E | United Kingdom | United Kingdom | ||||||
Wichita Data, LLC | % | United States | United States | |||||||
Wichita Solar I, LLC | % | United States | United States | |||||||
Winche Solar, S.L.U. | % | Spain | Spain | |||||||
Wind 1026 GmbH | % | Germany | France | |||||||
Wind 1029 GmbH | % | Germany | Germany | |||||||
Winergy | % | France | France | |||||||
Wolf Hollow I Power, LLC | % | United States | United States | |||||||
Wolf Hollow Services, LLC | % | E | United States | United States | ||||||
Woodbury Solar, LLC | % | United States | United States | |||||||
WP France 21 | % | France | France | |||||||
WP FRANCE 28 | % | France | France | |||||||
Yunlin Holding GmbH | % | E | Germany | Germany | ||||||
Yunlin Ukco Limited | % | E | United Kingdom | United Kingdom | ||||||
Zenith Solar, LLC | % | United States | United States | |||||||
Zephyr Holdings GP, LLC | % | E | United States | United States |
Business |
|
| % Company |
|
| Country of |
| Country of | ||
segment | Statutory corporate name | interest | Method | incorporation | operations | |||||
Refining & Chemicals |
|
|
|
| ||||||
Atlantic Trading and Marketing Financial Inc. | % | United States | United States | |||||||
Atlantic Trading and Marketing Inc. | % | United States | United States | |||||||
Balzatex S.A.S. | % | France | France | |||||||
BASF TotalEnergies Petrochemicals LLC | % | United States | United States | |||||||
Bay Junction Inc. | % | United States | United States | |||||||
Bayport Polymers LLC | % | E | United States | United States | ||||||
Borrachas Portalegre Ltda | % | Portugal | Portugal | |||||||
BOU Verwaltungs GmbH | % | Germany | Germany | |||||||
Catelsa-Caceres S.A.U. | % | Spain | Spain | |||||||
Chartering and Shipping Services Singapore Pte. Ltd. | % | Singapore | Singapore | |||||||
Composite Industrie Maroc S.A.R.L. | % | Morocco | Morocco | |||||||
Composite Industrie S.A.S. | % | France | France | |||||||
Cosden, LLC | % | United States | United States | |||||||
COS-MAR Company | % | United States | United States | |||||||
Cray Valley (Guangzhou) Chemical Company, Limited | % | China | China | |||||||
Cray Valley Czech | % | Czech Republic | Czech Republic | |||||||
Cray Valley HSC Asia Ltd | % | China | China | |||||||
Cray Valley S.A. | % | France | France | |||||||
CSSA - Chartering and Shipping Services S.A. | % | Switzerland | Switzerland | |||||||
EcoMotion JV GmbH | % | E | Germany | Germany | ||||||
Elf Aquitaine Fertilisants | % | France | France | |||||||
Espa S.A.R.L. | % | France | France | |||||||
Feluy Immobati | % | Belgium | Belgium | |||||||
Fina Technology, Inc. | % | United States | United States | |||||||
FPL Enterprises, Inc. | % | United States | United States | |||||||
Gasket (Suzhou) Valve Components Company, Limited | % | China | China | |||||||
Gasket International S.R.L. | % | Italy | Italy | |||||||
Grande Paroisse S.A. | % | France | France | |||||||
Hanwha TotalEnergies Petrochemical Co., Ltd | % | E | South Korea | South Korea | ||||||
Hutchinson (Chongqing) Automotive Systems Ltd | % | China | China | |||||||
Hutchinson (UK) Limited | % | United Kingdom | United Kingdom | |||||||
Hutchinson (Wuhan) Automotive Rubber Products Company Limited | % | China | China | |||||||
Hutchinson Aeronautique & Industrie Limited | % | Canada | Canada | |||||||
Hutchinson Aerospace & Industry Inc. | % | United States | United States | |||||||
Hutchinson Aerospace GmbH | % | Germany | Germany | |||||||
Hutchinson Aerospace Services SNC | % | France | France | |||||||
Hutchinson Antivibration Systems Inc. | % | United States | United States | |||||||
Hutchinson Autopartes Mexico S.A. de C.V. | % | Mexico | Mexico | |||||||
Hutchinson Borrachas de Portugal Ltda | % | Portugal | Portugal | |||||||
Hutchinson Brazil Automotive | % | Brazil | Brazil | |||||||
Hutchinson Corporation | % | United States | United States | |||||||
Hutchinson d.o.o Ruma | % | Serbia | Serbia | |||||||
Hutchinson Do Brasil S.A. | % | Brazil | Brazil | |||||||
Hutchinson Fluid Management Systems Inc. | % | United States | United States | |||||||
Hutchinson GmbH | % | Germany | Germany | |||||||
Hutchinson Holding GmbH | % | Germany | Germany | |||||||
Hutchinson Holdings UK Limited | % | United Kingdom | United Kingdom | |||||||
Hutchinson Iberia S.A. | % | Spain | Spain | |||||||
Hutchinson Industrial Rubber Products (Suzhou) Company, Limited | % | China | China | |||||||
Hutchinson Industrial Rubber Products Private Limited Inde | % | India | India | |||||||
Hutchinson Industrias Del Caucho SAU | % | Spain | Spain | |||||||
Hutchinson Industries Inc. | % | United States | United States | |||||||
Hutchinson Japan Company Limited | % | Japan | Japan | |||||||
Hutchinson Korea Limited | % | South Korea | South Korea | |||||||
Hutchinson Malta Ltd | % | Malta | Malta | |||||||
| Form 20-F 2024 TotalEnergies | F-105 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Hutchinson Maroc S.A.R.L. AU | % | Morocco | Morocco | |||||||
Hutchinson Poland SP ZO.O. | % | Poland | Poland | |||||||
Hutchinson Polymers S.N.C. | % | France | France | |||||||
Hutchinson Porto Tubos Flexiveis Ldta | % | Portugal | Portugal | |||||||
Hutchinson Precision Sealing Systems Inc. | % | United States | United States | |||||||
Hutchinson Research & Innovation Singapore Pte. Limited | % | Singapore | Singapore | |||||||
Hutchinson S.A. | % | France | France | |||||||
Hutchinson S.N.C. | % | France | France | |||||||
Hutchinson S.R.L. (Brasov) | % | Romania | Romania | |||||||
Hutchinson S.R.L. (Italie) | % | Italy | Italy | |||||||
Hutchinson Seal De Mexico S.A. de C.V. | % | Mexico | Mexico | |||||||
Hutchinson Sealing Systems Inc. | % | United States | United States | |||||||
Hutchinson SRO | % | Czech Republic | Czech Republic | |||||||
Hutchinson Stop - Choc GmbH & Co. KG | % | Germany | Germany | |||||||
Hutchinson Technologies (Maanshan) Co., Ltd. | % | China | China | |||||||
Hutchinson Technologies (Shenyang) Co., Ltd. | % | China | China | |||||||
Hutchinson Transferencia de Fluidos S.A. de C.V. | % | Mexico | Mexico | |||||||
Hutchinson Tunisie S.A.R.L. | % | Tunisia | Tunisia | |||||||
Hutchinson Vietnam Company Limited | % | Vietnam | Vietnam | |||||||
Iber Resinas S.L. | % | Spain | Spain | |||||||
Industrias Tecnicas De La Espuma SL | % | Spain | Spain | |||||||
Industrielle Desmarquoy S.N.C. | % | France | France | |||||||
Jehier S.A.S. | % | France | France | |||||||
Joint Precision Rubber | % | France | France | |||||||
KTN Kunststofftechnik Nobitz GmbH | % | Germany | Germany | |||||||
La Porte Pipeline Company, L.P. | % | E | United States | United States | ||||||
La Porte Pipeline GP, LLC | % | E | United States | United States | ||||||
Laffan Refinery Company Limited 1 | % | E | Qatar | Qatar | ||||||
Le Joint Francais S.N.C. | % | France | France | |||||||
Legacy Site Services Funding Inc. | % | United States | United States | |||||||
Legacy Site Services LLC | % | United States | United States | |||||||
Les Stratifies S.A.S. | % | France | France | |||||||
Lone Wolf Land Company | % | United States | United States | |||||||
Machen Land Limited | % | United Kingdom | United Kingdom | |||||||
Metafactory | % | France | France | |||||||
Mide Technology Corporation | % | United States | United States | |||||||
Olutex Oberlausitzer Luftfahrttextilien GmbH | % | Germany | Germany | |||||||
Pamargan Products Limited | % | United Kingdom | United Kingdom | |||||||
Paulstra S.N.C. | % | France | France | |||||||
PFW Aerospace GmbH | % | Germany | Germany | |||||||
PFW Havacilik Sanayi ve Dis Ticaret Limited Sirtketi | % | Turkey | Turkey | |||||||
PFW UK Machining Ltd. | % | United Kingdom | United Kingdom | |||||||
Polyblend GmbH | % | Germany | Germany | |||||||
Qatar Petrochemical Company Q.S.C. (QAPCO) | % | E | Qatar | Qatar | ||||||
Qatofin Company Limited | % | E | Qatar | Qatar | ||||||
Resilium | % | Belgium | Belgium | |||||||
Retia | % | France | France | |||||||
Retia USA LLC | % | United States | United States | |||||||
San Jacinto Rail Limited | % | E | United States | United States | ||||||
Saudi Aramco Total Refining & Petrochemical Company | % | E | Saoudia Arabia | Saoudia Arabia | ||||||
Septentrion Participations | % | France | France | |||||||
Societe Bearnaise De Gestion Industrielle | % | France | France | |||||||
Societe du Pipeline Sud-Europeen | % | E | France | France | ||||||
Southeast Texas Pipelines LLC | % | United States | United States | |||||||
Stillman Seal Corporation | % | United States | United States | |||||||
Stop-Choc (UK) Limited | % | United Kingdom | United Kingdom | |||||||
STR Tecoil Oy | % | Finland | Finland | |||||||
Synova | % | France | France | |||||||
TankOpslag en PijpleidingenNet N.V. | % | Netherlands | Netherlands | |||||||
Techlam S.A.S. | % | France | France | |||||||
Tesbo Oy | % | Finland | Finland | |||||||
TESSAF S.A.S. | % | France | France | |||||||
Thermal Control Systems Automotive Sasu | % | France | France | |||||||
Total Atlantic Trading Mexico S.A. de C.V. | % | Mexico | Mexico | |||||||
Total Energy Marketing A/S | % | Denmark | Denmark | |||||||
TotalEnergies Activities Maritimes | % | France | France | |||||||
TotalEnergies Belgium Services | % | Belgium | Belgium | |||||||
TotalEnergies Corbion B.V. | % | E | Netherlands | Netherlands | ||||||
TotalEnergies Fluids | % | France | France | |||||||
TotalEnergies Laffan Refinery Holdco | % | France | France | |||||||
TotalEnergies Marketing Deutschland GmbH Refining (d) | % | Germany | Germany | |||||||
TotalEnergies Olefins Antwerp | % | Belgium | Belgium | |||||||
TotalEnergies Petrochemicals & Refining SA/NV | % | Belgium | Belgium | |||||||
TotalEnergies Petrochemicals (Hong-Kong) Ltd | % | Hong Kong | Hong Kong | |||||||
TotalEnergies Petrochemicals (Shanghai) Co. Ltd | % | China | China | |||||||
TotalEnergies Petrochemicals Development Feluy | % | Belgium | Belgium | |||||||
TotalEnergies Petrochemicals Ecaussinnes | % | Belgium | Belgium | |||||||
TotalEnergies Petrochemicals Feluy | % | Belgium | Belgium | |||||||
TotalEnergies Petrochemicals France | % | France | France | |||||||
TotalEnergies Petrochemicals Iberica | % | Spain | Spain | |||||||
TotalEnergies Petrochemicals UK Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies Pipeline USA, Inc. | % | United States | United States | |||||||
TotalEnergies Plastic Energy Advanced Recycling S.A.S. | % | France | France | |||||||
TotalEnergies Polymers Antwerp | % | Belgium | Belgium |
F-106 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
TotalEnergies Raffinage Chimie | % | France | France | |||||||
TotalEnergies Raffinage France | % | France | France | |||||||
TotalEnergies Raffinerie Mitteldeutschland GmbH | % | Germany | Germany | |||||||
TotalEnergies Refinery Antwerp | % | Belgium | Belgium | |||||||
TotalEnergies Refinery Port Arthur, LLC | % | United States | United States | |||||||
TotalEnergies Refining & Chemicals Arabia | % | France | France | |||||||
TotalEnergies Splitter USA, Inc. | % | United States | United States | |||||||
TotalEnergies Trading Asia Pte. Ltd | % | Singapore | Singapore | |||||||
TotalEnergies Trading Europe | % | France | France | |||||||
TotalEnergies Trading Products S.A. | % | Switzerland | Switzerland | |||||||
TotalEnergies Trading Storage S.A. | % | Switzerland | Switzerland | |||||||
TOTSA TotalEnergies Trading S.A. | % | Switzerland | Switzerland | |||||||
Totseanergy | % | E | Belgium | Belgium | ||||||
Vibrachoc S.A.U. | % | Spain | Spain | |||||||
Zeeland Refinery NV | % | Netherlands | Netherlands |
Business |
|
| % Company |
|
| Country of |
| Country of | ||
segment | Statutory corporate name | interest | Method | incorporation | operations | |||||
Marketing & Services |
|
|
|
| ||||||
Antilles Gaz | % | France | France | |||||||
Argedis | % | France | France | |||||||
Aristea | % | E | Belgium | Belgium | ||||||
Arteco | % | E | Belgium | Belgium | ||||||
AS 24 | % | France | France | |||||||
AS 24 Belgium | % | Belgium | Belgium | |||||||
AS 24 Espanola S.A. | % | Spain | Spain | |||||||
AS 24 Fuel Card Limited | % | United Kingdom | United Kingdom | |||||||
AS 24 Lietuva | % | Lithunia | Lithunia | |||||||
AS 24 Polska SP ZO.O. | % | Poland | Poland | |||||||
AS 24 Tankservice GmbH | % | Germany | Germany | |||||||
C.M.T.M. CENTRE DE MANAGEMENT DE TRANSACTIONS MONETIQUES | % | France | France | |||||||
Circle K Belgium | % | E | Belgium | Belgium | ||||||
Clean Energy Fuels Corp. | % | E | United States | United States | ||||||
Elf Oil UK Aviation Limited | % | United Kingdom | United Kingdom | |||||||
Elf Oil UK Properties Limited | % | United Kingdom | United Kingdom | |||||||
Fioulmarket.fr | % | France | France | |||||||
Gapco Kenya Limited | % | Kenya | Kenya | |||||||
Gapco Tanzania Limited | % | Tanzania | Tanzania | |||||||
Guangzhou Elf Lubricants Company Limited | % | China | China | |||||||
Gulf Africa Petroleum Corporation | % | France | France | |||||||
Lubricants Vietnam Holding Limited | % | Hong Kong | Hong Kong | |||||||
Quimica Vasca S.A.U. | % | Spain | Spain | |||||||
Saudi Total Petroleum Products | % | E | Saoudia Arabia | Saoudia Arabia | ||||||
Societe mahoraise de stockage de produits petroliers | % | France | France | |||||||
Societe pour l'exploitation de l'usine de Rouen | % | France | France | |||||||
Societe Urbaine des Petroles | % | France | France | |||||||
S-OIL TotalEnergies Lubricants Co. Ltd | % | E | South Korea | South Korea | ||||||
Source EV Limited | % | E | United Kingdom | United Kingdom | ||||||
South Asia LPG Company Private Limited | % | E | India | India | ||||||
Stedis | % | France | France | |||||||
Tas'Helat Marketing Company | % | E | Saoudia Arabia | Saoudia Arabia | ||||||
TEAL Mobility | % | E | France | France | ||||||
TEVGO | % | France | France | |||||||
Total (Tianjin) Manufacturing Co., Ltd. | % | China | China | |||||||
Total Bitumen UK Limited | % | United Kingdom | United Kingdom | |||||||
Total Especialidades Argentina | % | Argentina | Argentina | |||||||
Total Lubricants (China) Company Limited | % | China | China | |||||||
Total Marketing Uganda Ltd | % | Uganda | Uganda | |||||||
TotalEnergies (China) Investment Co Ltd | % | China | China | |||||||
TotalEnergies Additives and Fuels Solutions | % | France | France | |||||||
TotalEnergies Aviation | % |
| France | France | ||||||
TotalEnergies Aviation Suisse S.A. | % |
| Switzerland | Switzerland | ||||||
TotalEnergies Aviation Zambia Ltd | % |
| Zambia | Zambia | ||||||
TotalEnergies Bitumen Deutschland GmbH | % |
| Germany | Germany | ||||||
TotalEnergies Charging Services | % | France | France | |||||||
TotalEnergies Charging Services España SL | % | Spain | Spain | |||||||
TotalEnergies Charging Services Singapore Pte. Ltd. | % | Singapore | Singapore | |||||||
TotalEnergies Charging Solutions Belgium | % | Belgium | Belgium | |||||||
TotalEnergies Charging Solutions Deutschland GmbH | % | Germany | Germany | |||||||
TotalEnergies Charging Solutions Nederland B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Charging Solutions UK Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies Diesel Comercio e Transportes Brasil Ltda | % |
| Brazil | Brazil | ||||||
TotalEnergies Distribuidora Brasil Ltda | % | Brazil | Brazil | |||||||
TotalEnergies Glass Lubricants Europe GmbH | % | Germany | Germany | |||||||
TotalEnergies Holdings Deutschland GmbH | % |
| Germany | Germany | ||||||
TotalEnergies LPG Vietnam Company Ltd | % | Vietnam | Vietnam | |||||||
TotalEnergies Lubrifiants | % | France | France | |||||||
TotalEnergies Lubrifiants Algerie SPA | % |
| Algeria | Algeria | ||||||
TotalEnergies Lubrifiants Services Automobile | % | France | France | |||||||
TotalEnergies Marine Fuels Pte. Ltd | % |
| Singapore | Singapore | ||||||
TotalEnergies Marketing (Cambodia) Co. Ltd | % | Cambodia | Cambodia | |||||||
TotalEnergies Marketing (Fiji) Pte Ltd | % | Fiji Islands | Fiji Islands | |||||||
TotalEnergies Marketing (Hubei) Co., Ltd | % |
| China | China | ||||||
| Form 20-F 2024 TotalEnergies | F-107 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
TotalEnergies Marketing (Shanghai) Co., Ltd | % | China | China | |||||||
TotalEnergies Marketing African Holdings Ltd | % |
| United Kingdom | United Kingdom | ||||||
TotalEnergies Marketing Afrique | % | France | France | |||||||
TotalEnergies Marketing Angola S.A. | % | E | Angola | Angola | ||||||
TotalEnergies Marketing Antilles-Guyane | % | France | France | |||||||
TotalEnergies Marketing Asia-Pacific Middle East Pte. Ltd | % |
| Singapore | Singapore | ||||||
TotalEnergies Marketing Belgium | % |
| Belgium | Belgium | ||||||
TotalEnergies Marketing Burkina | % |
| Burkina Faso | Burkina Faso | ||||||
TotalEnergies Marketing Cameroun S.A. | % |
| Cameroon | Cameroon | ||||||
TotalEnergies Marketing Ceska republika S.R.O. | % | Czech Republic | Czech Republic | |||||||
TotalEnergies Marketing Chile SA | % | Chile | Chile | |||||||
TotalEnergies Marketing Congo | % |
| Congo | Congo | ||||||
TotalEnergies Marketing Corse | % | France | France | |||||||
TotalEnergies Marketing Côte d'Ivoire | % |
| Côte d'Ivoire | Côte d'Ivoire | ||||||
TotalEnergies Marketing Denmark A/S | % |
| Denmark | Denmark | ||||||
TotalEnergies Marketing Dominicana, S.A. | % | Dominican Republic | Dominican Republic | |||||||
TotalEnergies Marketing Egypt | % | E | Egypt | Egypt | ||||||
TotalEnergies Marketing España, S.A.U. | % |
| Spain | Spain | ||||||
TotalEnergies Marketing Eswatini (Pty) Ltd | % | Swaziland | Swaziland | |||||||
TotalEnergies Marketing Ethiopia Share Company | % |
| Ethiopia | Ethiopia | ||||||
TotalEnergies Marketing France | % |
| France | France | ||||||
TotalEnergies Marketing Gabon | % | Gabon | Gabon | |||||||
TotalEnergies Marketing Ghana PLC | % | Ghana | Ghana | |||||||
TotalEnergies Marketing Guinea Ecuatorial | % |
| Equatorial Guinea | Equatorial Guinea | ||||||
TotalEnergies Marketing Guinee | % |
| Guinea | Guinea | ||||||
TotalEnergies Marketing Holdings Africa | % |
| France | France | ||||||
TotalEnergies Marketing Holdings Asia | % |
| France | France | ||||||
TotalEnergies Marketing Holdings India | % |
| France | France | ||||||
TotalEnergies Marketing India Private Ltd | % | India | India | |||||||
TotalEnergies Marketing Italia SpA | % |
| Italy | Italy | ||||||
TotalEnergies Marketing Jamaica Ltd | % | Jamaica | Jamaica | |||||||
TotalEnergies Marketing Jordan | % | Jordan | Jordan | |||||||
TotalEnergies Marketing Kenya PLC | % |
| Kenya | Kenya | ||||||
TotalEnergies Marketing Lebanon | % | Lebanon | Lebanon | |||||||
TotalEnergies Marketing Madagasikara S.A. | % |
| Madagascar | Madagascar | ||||||
TotalEnergies Marketing Malawi Ltd | % |
| Malawi | Malawi | ||||||
TotalEnergies Marketing Mali | % |
| Mali | Mali | ||||||
TotalEnergies Marketing Maroc | % |
| Morocco | Morocco | ||||||
TotalEnergies Marketing Mauritius Ltd | % |
| Mauritius Island | Mauritius Island | ||||||
TotalEnergies Marketing Mayotte | % |
| France | Mayotte | ||||||
TotalEnergies Marketing Mexico S.A. de C.V. | % | Mexico | Mexico | |||||||
TotalEnergies Marketing Middle East FZE | % | United Arab Emirates | United Arab Emirates | |||||||
TotalEnergies Marketing Mocambique S.A. | % |
| Mozambique | Mozambique | ||||||
TotalEnergies Marketing Namibia (Pty) Ltd | % |
| Namibia | Namibia | ||||||
TotalEnergies Marketing Nederland NV | % |
| Netherlands | Netherlands | ||||||
TotalEnergies Marketing Nigeria PLC | % |
| Nigeria | Nigeria | ||||||
TotalEnergies Marketing Pacifique | % | France | New Caledonia | |||||||
TotalEnergies Marketing Polska | % | Poland | Poland | |||||||
TotalEnergies Marketing Polynesie | % | France | French Polynesia | |||||||
TotalEnergies Marketing Puerto Rico | % |
| Puerto Rico | Puerto Rico | ||||||
TotalEnergies Marketing RDC | % |
| Democratic Republic of Congo | Democratic Republic of Congo | ||||||
TotalEnergies Marketing Reunion | % |
| France | Reunion | ||||||
TotalEnergies Marketing Romania S.A. | % |
| Romania | Romania | ||||||
TotalEnergies Marketing Senegal | % |
| Senegal | Senegal | ||||||
TotalEnergies Marketing Services | % | France | France | |||||||
TotalEnergies Marketing South Africa (Pty) Ltd | % |
| South Africa | South Africa | ||||||
TotalEnergies Marketing Taiwan Ltd | % | TaIwan | TaIwan | |||||||
TotalEnergies Marketing Tanzania Ltd | % |
| Tanzania | Tanzania | ||||||
TotalEnergies Marketing Togo | % | Togo | Togo | |||||||
TotalEnergies Marketing Tunisie | % |
| Tunisia | Tunisia | ||||||
TotalEnergies Marketing UAE LLC | % | United Arab Emirates | United Arab Emirates | |||||||
TotalEnergies Marketing Uganda Ltd | % |
| Uganda | Uganda | ||||||
TotalEnergies Marketing UK Limited | % |
| United Kingdom | United Kingdom | ||||||
TotalEnergies Marketing Ukraine | % | Ukraine | Ukraine | |||||||
TotalEnergies Marketing USA Inc. | % | United States | United States | |||||||
TotalEnergies Marketing Vietnam Company Ltd | % | Vietnam | Vietnam | |||||||
TotalEnergies Marketing Zambia Ltd | % |
| Zambia | Zambia | ||||||
TotalEnergies Marketing Zimbabwe (Private) Ltd | % |
| Zimbabwe | Zimbabwe | ||||||
TotalEnergies MKG Luxembourg S.A. | % | Luxembourg | Luxembourg | |||||||
TotalEnergies Proxi Nord Est | % | France | France | |||||||
TotalEnergies Proxi Nord Ouest | % | France | France | |||||||
TotalEnergies Proxi Sud Est | % | France | France | |||||||
TotalEnergies Proxi Sud Ouest | % | France | France | |||||||
TotalEnergies Singapore Services Pte Ltd | % |
| Singapore | Singapore | ||||||
TotalEnergies Sinochem Retail Company Ltd | % | E | China | China | ||||||
TotalEnergies Supply Marketing Services S.A. | % |
| Switzerland | Switzerland | ||||||
TotalEnergies Turkey Pazarlama A.S. | % | Turkey | Turkey | |||||||
TotalEnergies Warme&Kraftstoff Deutschland GmbH | % |
| Germany | Germany | ||||||
TotalEnergies Wash France | % | France | France | |||||||
Trapil | % | E | France | France | ||||||
Upbeatprops 100 Pty Limited | % | South Africa | South Africa | |||||||
Yangtze Gorges Green Way Charging Technology (Hubei) Co., Ltd. | % | E | China | China |
F-108 | TotalEnergies Form 20-F 2024 |
Consolidated Financial Statements | |
Notes to the Consolidated Financial Statements | |
Note 18 |
Business |
|
| % Company |
|
| Country of |
| Country of | ||
segment | Statutory corporate name | interest | Method | incorporation | operations | |||||
Corporate |
|
|
|
| ||||||
Albatros | % | France | France | |||||||
Elf Aquitaine Inc. | % | United States | United States | |||||||
Elf Forest Products LLC | % | United States | United States | |||||||
Institut Photovoltaique D'Ile De France (IPVF) | % | France | France | |||||||
Omnium Reinsurance Company S.A. | % | Switzerland | Switzerland | |||||||
Pan Insurance Designated Activity Company | % | Ireland | Ireland | |||||||
Socap S.A.S. | % | France | France | |||||||
Societe Civile Immobiliere CB2 | % | France | France | |||||||
Sofax Banque | % | France | France | |||||||
Total International NV | % | Netherlands | Netherlands | |||||||
Total Operations Canada Limited | % | Canada | Canada | |||||||
Total Resources (Canada) Limited | % | Canada | Canada | |||||||
TotalEnergies (Beijing) Corporate Management Co., Ltd. | % | China | China | |||||||
TotalEnergies American Services, Inc. | % | United States | United States | |||||||
TotalEnergies Capital | % | France | France | |||||||
TotalEnergies Capital Canada Ltd | % | Canada | Canada | |||||||
TotalEnergies Capital International | % | France | France | |||||||
TotalEnergies Consulting | % | France | France | |||||||
TotalEnergies Delaware, Inc. | % | United States | United States | |||||||
TotalEnergies Developpement Regional S.A.S. | % | France | France | |||||||
TotalEnergies Digital Factory | % | France | France | |||||||
TotalEnergies EP Gestion Filiales | % | France | France | |||||||
TotalEnergies Facilities Management Services (TFMS) | % | France | France | |||||||
TotalEnergies Finance | % | France | France | |||||||
TotalEnergies Finance Corporate Services Ltd | % | United Kingdom | United Kingdom | |||||||
TotalEnergies Finance Europe | % | France | France | |||||||
TotalEnergies Finance International B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Finance USA, Inc. | % | United States | United States | |||||||
TotalEnergies Funding Nederland B.V. | % | Netherlands | Netherlands | |||||||
TotalEnergies Gestion USA | % | France | France | |||||||
TotalEnergies Global Financial Services | % | France | France | |||||||
TotalEnergies Global Human Resources Services | % | France | France | |||||||
TotalEnergies Global Information Technology Services Belgium | % | Belgium | Belgium | |||||||
TotalEnergies Global IT Services (TGITS) | % | France | France | |||||||
TotalEnergies Global Procurement (TGP) | % | France | France | |||||||
TotalEnergies Global Procurement Belgium S.A. (TGPB) | % | Belgium | Belgium | |||||||
TotalEnergies Global Services Bucharest | % | Romania | Romania | |||||||
TotalEnergies Global Services Philippines Inc. | % | Philippines | Philippines | |||||||
TotalEnergies Holding Allemagne | | % | France | France | ||||||
TotalEnergies Holdings | | % | France | France | ||||||
TotalEnergies Holdings Europe | | % | France | France | ||||||
TotalEnergies Holdings UK Ltd | | % | United Kingdom | United Kingdom | ||||||
TotalEnergies Holdings USA, Inc. | | % | United States | United States | ||||||
TotalEnergies Investment (Tianjin) Co., Ltd. | | % | China | China | ||||||
TotalEnergies Investment Management (Tianjin) Co., Ltd. | | % | China | China | ||||||
TotalEnergies Investments | | % | France | France | ||||||
TotalEnergies Learning Solutions (TLS) | | % | France | France | ||||||
TotalEnergies Marketing Holdings Nederland B.V. | | % | Netherlands | Netherlands | ||||||
TotalEnergies Marketing Holdings South Africa ZA (Pty) Ltd | | % | South Africa | Netherlands | ||||||
TotalEnergies OneTech | | % | France | France | ||||||
TotalEnergies OneTech Belgium | | % | Belgium | Belgium | ||||||
TotalEnergies Participations | | % | France | France | ||||||
TotalEnergies Petrochemicals & Refining USA, Inc. (d) | | % | United States | United States | ||||||
TotalEnergies SE | – | France | France | |||||||
TotalEnergies Security USA, Inc. | | % | United States | United States | ||||||
TotalEnergies Treasury | | % | France | France | ||||||
TotalEnergies Treasury Belgium | | % | Belgium | Belgium | ||||||
TotalEnergies UK Finance Ltd | | % | United Kingdom | United Kingdom | ||||||
TotalEnergies Ventures Europe | | % | France | France | ||||||
TotalEnergies Ventures International | | % | France | France | ||||||
(a)Del Rio Funding LLC, % of control different from % of interest :
(b)Rio Grande LNG Intermediate Holdings LLC, % of control different from % of interest :
(c)TotalEnergies Australia Unit Trust, % of control different from % of interest :
(d)Multi-segment entities
| Form 20-F 2024 TotalEnergies | F-109 |