TotalEnergies SE 6-K, filed May 1, 2025
TotalEnergies SE (TTE)
About this 6-K
TotalEnergies SE filed this 6-K on May 1, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
May 1st, 2025
Commission File Number 001-10888
TotalEnergies SE
(Translation of registrant’s name into English)
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
TotalEnergies SE is providing on this Form 6-K a description of certain recent developments relating to its business.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TotalEnergies SE | |||
| Date: May 1st, 2025 | By: | /s/ DENIS TOULOUSE | |
| Name: | Denis Toulouse | ||
| Title: | Company Treasurer | ||
Exhibit 99.1
 | PRESS RELEASE |
Integrated Power: TotalEnergies Closes
Three International Acquisitions of Renewable Portfolios
| · | Europe: 500 MW installed or under construction and a pipeline of more than 15 GW of solar and wind projects |
| · | Africa: 255 MW installed in Uganda and 560 MW of hydropower projects |
| · | Canada: 180 MW installed and more than 600 MW of solar and wind projects |
Paris, April 2, 2025 - Following the agreements signed in 2024, TotalEnergies confirms the closing of its acquisitions of VSB Group, a European wind and solar developer with extensive operations in Germany, and SN Power, which develops hydropower in Africa, particularly Uganda. TotalEnergies is also announcing new deals with renewables developer RES, with a view to acquiring renewables projects in Alberta, and the closing of a first project acquisition.
Europe: TotalEnergies has closed the acquisition of VSB, and is strengthening its integrated electricity business, particularly in Germany
This deal strengthens TotalEnergies’ integrated electricity business in Germany, which represents half of VSB’s portfolio, adding to the recent acquisitions of battery storage developer Kyon Energy and energy manager Quadra Energy, as well as the Company’s offshore wind positions in the country.
VSB’s more than 15 GW pipeline will also increase TotalEnergies’ renewables pipeline in Europe to over 40 GW of capacity, in addition to the 7 GW already in operation or under construction. Given its targeted strategy for certain key European markets, the Company has decided to start the divestment process for the VSB-developed Puutionsaari project in Finland (440 MW wind and solar).
Africa: TotalEnergies has closed the acquisition of SN Power and is pursuing the implementation of its multi-energy strategy, particularly in Uganda
The acquisition of SN Power will allow TotalEnergies to implement its multi-energy strategy in Uganda, where the Company is already active in exploration and production. The Bujagali hydropower plant (225 MW), for example, meets more than 25% of the country’s peak electricity demand. The transaction gives TotalEnergies a 28.3% stake in Bujagali, currently operating in Uganda, and a stake in two other projects under development in Rwanda (206 MW) and Malawi (360 MW). The deal also gives TotalEnergies a team of hydropower development experts, strengthening its competencies in this field.
Canada: TotalEnergies has signed agreements to acquire certain wind and solar projects and closed the acquisition of a solar farm in Alberta
The Company has signed agreements with RES to acquire certain wind and solar projects under development in Alberta, amounting to total capacity of more than 800 MW. TotalEnergies has also just closed the acquisition of Big Sky Solar (184 MW), a solar facility in Alberta that was commissioned at the end of February. More than two thirds of the electricity produced by Big Sky Solar will be sold under a long-term power purchase agreement (PPA). The remainder will be sold on the electricity market by TotalEnergies, which will also sell the carbon credits generated by the facility under Alberta’s regulated carbon emissions program.
“The completion of these three acquisitions in Europe, North America and Africa will contribute to our targets of 35 GW of gross renewable capacity by 2025 and over 100 TWh of electricity production by 2030”, said Stéphane Michel, President, Gas, Renewables and Power at TotalEnergies. “These acquisitions strengthen our operations in markets where we are deploying our Integrated Power business, like Germany and in North America, and in countries, such as Uganda, where we can leverage synergies with our exploration and production activities. Furthermore, these acquisitions will contribute to cash flow growth and to our goal of reaching our 12% profitability target in the electricity segment.”
***
TotalEnergies and electricity
As part of its ambition to get to net zero by 2050, TotalEnergies is building a world class cost-competitive portfolio combining renewables (solar, onshore and offshore wind) and flexible assets (CCGT, storage) to deliver clean firm power to its customers. By the end of 2024, TotalEnergies’ gross renewable electricity generation installed capacity had reached 26 GW. TotalEnergies will continue to expand this business to reach 35 GW in 2025 and more than 100 TWh of net electricity production by 2030.
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com
 |
@TotalEnergies |  |
TotalEnergies |  |
TotalEnergies |  |
TotalEnergies |
Cautionary Note
The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).
Exhibit 99.2
Disclosure of Transactions in Own Shares
Paris, April 7, 2025 – In accordance with the authorizations given by the shareholders’ general meeting on May 24, 2024, to trade on its shares and pursuant to applicable law on share repurchase, TotalEnergies SE (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from April 1 to April 4, 2025:
| Transaction Date | Total
daily volume (number of shares) |
Daily
weighted average purchase price of shares (EUR/share) |
Amount
of (EUR) |
Market (MIC Code) |
| 01/04/2025 | 267,600 | 59.462213 | 15,912,088.20 | XPAR |
| 01/04/2025 | 150,000 | 59.458920 | 8,918,838.00 | CEUX |
| 01/04/2025 | 25,000 | 59.446880 | 1,486,172.00 | AQEU |
| 01/04/2025 | 25,000 | 59.469524 | 1,486,738.10 | TQEX |
| 02/04/2025 | 267,500 | 59.392412 | 15,887,470.21 | XPAR |
| 02/04/2025 | 150,000 | 59.394666 | 8,909,199.90 | CEUX |
| 02/04/2025 | 25,000 | 59.393338 | 1,484,833.45 | AQEU |
| 02/04/2025 | 25,000 | 59.393800 | 1,484,845.00 | TQEX |
| 03/04/2025 | 280,500 | 57.608647 | 16,159,225.48 | XPAR |
| 03/04/2025 | 139,000 | 57.570721 | 8,002,330.22 | CEUX |
| 03/04/2025 | 25,000 | 57.502973 | 1,437,574.33 | AQEU |
| 03/04/2025 | 25,000 | 57.503914 | 1,437,597.85 | TQEX |
| 04/04/2025 | 300,000 | 54.417126 | 16,325,137.80 | XPAR |
| 04/04/2025 | 150,000 | 54.363289 | 8,154,493.35 | CEUX |
| 04/04/2025 | 25,000 | 54.383002 | 1,359,575.05 | AQEU |
| 04/04/2025 | 25,000 | 54.380039 | 1,359,500.98 | TQEX |
| Total | 1,904,600 | 57.652851 | 109,805,619.91 |
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 1 47 44 46 46 l ir@totalenergies.com
|
@TotalEnergies | |
TotalEnergies | |
TotalEnergies | |
TotalEnergies |
Disclaimer
The terms “TotalEnergies”, “TotalEnergies company” and “Company” in this document are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities.
This document may contain forward-looking statements (including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995), notably with respect to the financial condition, results of operations, business activities and strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of TotalEnergies, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “will”, “should”, “could”, “would”, “may”, “likely”, “might”, “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by TotalEnergies as of the date of this document.
These forward-looking statements are not historical data and should not be interpreted as assurances that the perspectives, objectives or goals announced will be achieved. They may prove to be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initially estimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to the occurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and price of petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operating efficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environment and climate, currency fluctuations, technological innovations, meteorological conditions and events, as well as socio-demographic, economic and political developments, changes in market conditions, loss of market share and changes in consumer preferences, or pandemics such as the COVID-19 pandemic. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.
Readers are cautioned not to consider forward-looking statements as accurate, but as an expression of the Company’s views only as of the date this document is published. TotalEnergies SE and its subsidiaries have no obligation, make no commitment and expressly disclaim any responsibility to investors or any stakeholder to update or revise, particularly as a result of new information or future events, any forward-looking information or statement, objectives or trends contained in this document. In addition, the Company has not verified, and is under no obligation to verify any third-party data contained in this document or used in the estimates and assumptions or, more generally, forward-looking statements published in this document.
The information on risk factors that could have a significant adverse effect on TotalEnergies’ business, financial condition, including its operating income and cash flow, reputation, outlook or the value of financial instruments issued by TotalEnergies is provided in the most recent version of the Universal Registration Document which is filed by TotalEnergies SE with the French Autorité des Marchés Financiers and the annual report on Form 20-F filed with the United States Securities and Exchange Commission (“SEC”).
Cautionary Note to U.S. Investors – U.S. investors are urged to consider closely the disclosure in the Form 20-F of TotalEnergies SE, File N° 1-10888, available from us at 2, place Jean Millier – Arche Nord Coupole/Regnault – 92078 Paris-La Défense Cedex, France, or at the Company website totalenergies.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s website sec.gov.
Exhibit 99.3
Disclosure of Transactions in Own Shares
Paris, April 14, 2025 – In accordance with the authorizations given by the shareholders’ general meeting on May 24, 2024, to trade on its shares and pursuant to applicable law on share repurchase, TotalEnergies SE (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from April 7 to April 11, 2025:
| Transaction Date | Total
daily volume (number of shares) |
Daily
weighted average purchase price of shares (EUR/share) |
Amount
of (EUR) |
Market (MIC Code) |
| 07/04/2025 | 270,800 | 50.564252 | 13,692,799.44 | XPAR |
| 07/04/2025 | 170,000 | 50.575814 | 8,597,888.38 | CEUX |
| 07/04/2025 | 50,000 | 50.593380 | 2,529,669.00 | AQEU |
| 07/04/2025 | 50,000 | 50.583574 | 2,529,178.70 | TQEX |
| 08/04/2025 | 300,000 | 50.660740 | 15,198,222.00 | XPAR |
| 08/04/2025 | 160,000 | 50.671689 | 8,107,470.24 | CEUX |
| 08/04/2025 | 40,000 | 50.681014 | 2,027,240.56 | AQEU |
| 08/04/2025 | 40,000 | 50.673294 | 2,026,931.76 | TQEX |
| 09/04/2025 | 320,000 | 48.529381 | 15,529,401.92 | XPAR |
| 09/04/2025 | 160,000 | 48.520606 | 7,763,296.96 | CEUX |
| 09/04/2025 | 40,000 | 48.543391 | 1,941,735.64 | AQEU |
| 09/04/2025 | 40,000 | 48.532685 | 1,941,307.40 | TQEX |
| 10/04/2025 | 294,000 | 50.717022 | 14,910,804.47 | XPAR |
| 10/04/2025 | 160,000 | 50.755089 | 8,120,814.24 | CEUX |
| 10/04/2025 | 40,000 | 50.792001 | 2,031,680.04 | AQEU |
| 10/04/2025 | 40,000 | 50.779929 | 2,031,197.16 | TQEX |
| 11/04/2025 | 300,600 | 48.904332 | 14,700,642.20 | XPAR |
| 11/04/2025 | 160,000 | 48.918088 | 7,826,894.08 | CEUX |
| 11/04/2025 | 40,000 | 48.933693 | 1,957,347.72 | AQEU |
| 11/04/2025 | 40,000 | 48.930282 | 1,957,211.28 | TQEX |
| Total | 2,715,400 | 49.871744 | 135,421,733.19 |
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 1 47 44 46 46 l ir@totalenergies.com
|
@TotalEnergies | |
TotalEnergies | |
TotalEnergies | |
TotalEnergies |
Disclaimer:
The terms “TotalEnergies”, “TotalEnergies company” and “Company” in this document are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities.
This document may contain forward-looking statements (including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995), notably with respect to the financial condition, results of operations, business activities and strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of TotalEnergies, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “will”, “should”, “could”, “would”, “may”, “likely”, “might”, “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by TotalEnergies as of the date of this document.
These forward-looking statements are not historical data and should not be interpreted as assurances that the perspectives, objectives, or goals announced will be achieved. They may prove to be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initially estimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to the occurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and price of petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operating efficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environment and climate, currency fluctuations, technological innovations, meteorological conditions and events, as well as socio-demographic, economic and political developments, changes in market conditions, loss of market share and changes in consumer preferences, or pandemics such as the COVID-19 pandemic. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.
Readers are cautioned not to consider forward-looking statements as accurate, but as an expression of the Company’s views only as of the date this document is published. TotalEnergies SE and its subsidiaries have no obligation, make no commitment and expressly disclaim any responsibility to investors or any stakeholder to update or revise, particularly as a result of new information or future events, any forward-looking information or statement, objectives or trends contained in this document. In addition, the Company has not verified, and is under no obligation to verify any third-party data contained in this document or used in the estimates and assumptions or, more generally, forward-looking statements published in this document. The information on risk factors that could have a significant adverse effect on TotalEnergies’ business, financial condition, including its operating income and cash flow, reputation, outlook or the value of financial instruments issued by TotalEnergies is provided in the most recent version of the Universal Registration Document which is filed by TotalEnergies SE with the French Autorité des Marchés Financiers and the annual report on Form 20-F filed with the United States Securities and Exchange Commission (“SEC”).
Cautionary Note to U.S. Investors – U.S. investors are urged to consider closely the disclosure in the Form 20-F of TotalEnergies SE, File N° 1-10888, available from us at 2, place Jean Millier – Arche Nord Coupole/Regnault - 92078 Paris-La Défense Cedex, France, or at the Company website totalenergies.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s website sec.gov.
Exhibit 99.4
|
PRESS RELEASE |
Liquefied Natural Gas: TotalEnergies to offtake 1.5 Mtpa of LNG from the future Train 4 of Rio Grande LNG Facility
| · | TotalEnergies signs with NextDecade to purchase 1.5 Mtpa of LNG for 20 years from the future Train 4 at the Rio Grande LNG facility | |
| · | The SPA is subject to a positive FID for Train 4 |
Paris, April 15, 2025 – TotalEnergies has signed a Sales and Purchase Agreement (SPA) with NextDecade to buy 1.5 million tons per annum (Mtpa) of liquefied natural gas (LNG) from the future Train 4 liquefaction unit at the Rio Grande LNG facility. The SPA, of a duration of twenty years, is subject to NextDecade taking a positive Final Investment Decision (FID) on Train 4.
"We are pleased to sign with NextDecade a new 1,5 Mtpa SPA from the future Train 4 of Rio Grande. This agreement will enable NextDecade to progress towards the FID of the project and notably to start its financing process. Once effective, the agreement will help strengthen TotalEnergies' position to serve its customers with a competitive supply, as the leading exporter of LNG from the United States”, said Gregory Joffroy, Senior Vice President LNG at TotalEnergies.
“TotalEnergies has been a key contributor to the success of Rio Grande LNG Phase 1, and we are pleased to be expanding our strategic partnership with TotalEnergies with the execution of this Train 4 SPA”, said Matt Schatzman, NextDecade’s Chairman and Chief Executive Officer. “This SPA completes the commercial support we need for Rio Grande LNG Train 4, and we are now focused on progressing Train 4 toward a positive FID”, he added.
TotalEnergies holds a 16.7% stake in the first phase of the Rio Grande LNG facility, which consists in 3 LNG trains currently under construction in southern Texas. TotalEnergies previously agreed to purchase 5.4 Mtpa of the approximately 17.5 Mtpa produced by the first phase, which is expected to start up in 2027. TotalEnergies also holds a 17.5% stake in NextDecade, Rio Grande’s shareholder and operator.
***
TotalEnergies, the world’s third largest LNG player
TotalEnergies is the world’s third largest LNG player with a global portfolio of 40 Mt/y in 2024 thanks to its interests in liquefaction plants in all geographies. The Company benefits from an integrated position across the LNG value chain, including production, transportation, access to more than 20 Mt/y of regasification capacity in Europe, trading, and LNG bunkering. TotalEnergies’ ambition is to increase the share of natural gas in its sales mix to close to 50% by 2030, to reduce carbon emissions and eliminate methane emissions associated with the gas value chain, and to work with local partners to promote the transition from coal to natural gas.
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com
@TotalEnergies
TotalEnergies
TotalEnergies
TotalEnergies
Cautionary Note
The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).
Exhibit 99.5
|
PRESS RELEASE |
Liquefied Natural Gas: TotalEnergies will supply 400,000 Tons of LNG per year for 15 years in the Dominican Republic
| · | TotalEnergies signed an agreement with Energia Natural Dominicana (ENADOM) to supply 400,000 tons of LNG | |
| · | The contract has a 15-year duration and will start mid-2027 | |
| · | This LNG will support the growing demand of electricity in the Dominican Republic |
Paris, April 15, 2025 – TotalEnergies has signed an agreement (HoA) with Energia Natural Dominicana (ENADOM), the Joint Venture between AES Dominicana and Energas in the Dominican Republic, for the delivery of 400,000 tons of LNG per year. Subject to the finalization of the SPAs, this agreement is set to start in mid-2027, for 15 years, with the price indexed to Henry Hub.
This agreement will enable ENADOM to supply natural gas to the 470 MW combined-cycle power plant, currently under construction, which will increase the country's electricity generation capacity. This project contributes to the energy transition of the Dominican Republic by reducing its dependence on coal and fuel oil through the use of a less carbon-intensive energy source, natural gas.
"We are pleased to have signed this agreement to answer, alongside AES and its partners, the energy needs of the Dominican Republic. This new contract underscores TotalEnergies' leadership in the LNG sector and our commitment to supporting the island's energy transition. It will be a natural outlet for our US LNG supply which will progressively increase”, said Gregory Joffroy, Senior Vice President LNG at TotalEnergies.
“This agreement with TotalEnergies, is the result of the confidence placed in the Dominican Republic's energy sector and, specifically, in ENADOM and AES. This partnership, alongside ENADOM's has demonstrated investment capabilities in providing natural gas to the Dominican electricity market by ensuring a reliable, competitive, and environmentally responsible energy supply. ENADOM is proud to play a pivotal role in the expansion and strengthening of the nation's energy matrix in the Dominican Republic”, said Edwin De los Santos, Chief Executive Officer at ENADOM.
***
TotalEnergies, the world’s third largest LNG player
TotalEnergies is the world’s third largest LNG player with a global portfolio of 40 Mt/y in 2024 thanks to its interests in liquefaction plants in all geographies. The Company benefits from an integrated position across the LNG value chain, including production, transportation, access to more than 20 Mt/y of regasification capacity in Europe, trading, and LNG bunkering. TotalEnergies’ ambition is to increase the share of natural gas in its sales mix to close to 50% by 2030, to reduce carbon emissions and eliminate methane emissions associated with the gas value chain, and to work with local partners to promote the transition from coal to natural gas.
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than
100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com
@TotalEnergies
TotalEnergies
TotalEnergies
TotalEnergies
Cautionary Note
The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).
Exhibit 99.6
|
PRESS RELEASE |
United States: First Oil from the Ballymore Offshore Field
Paris, April 21, 2025 – TotalEnergies announces the start of production from the deepwater Ballymore field offshore U.S., in which the Company has a 40% interest alongside operator Chevron (60%).
Located 120 kilometers off the Louisiana coast and launched in May 2022, Ballymore has a total daily gross production capacity of 75,000 barrels of oil per day and 50 million cubic feet of gas per day tied back to the Chevron operated Blind Faith floating production unit. At plateau, Ballymore will represent close to 30,000 boe/d net of cash-accretive production for TotalEnergies. The project utilizes existing infrastructure as well as standardized equipment to ensure lower development costs and lower emission intensity.
“The start-up of Ballymore will increase TotalEnergies’ production capacity in U.S. deepwater to more than 75,000 boe/d and contribute to the Company’s targeted hydrocarbon production growth of over 3% in 2025”, said Nicolas Terraz, President, Exploration & Production at TotalEnergies. “The United States is a major market for the deployment of our integrated energy model, which combines low breakeven and low emissions oil and gas projects with LNG and integrated power developments.”
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TotalEnergies in the United States
TotalEnergies is deploying its integrated energy model across the United States, where it has been active since 1957. Since 2022, TotalEnergies has invested nearly $11 billion in the U.S. to accelerate development in oil, LNG, and low carbon electricity. With over 10 million tons of output in 2024, TotalEnergies is the leading exporter of U.S. LNG and is integrated throughout the LNG value chain, with upstream gas production assets in Texas and offshore U.S. The U.S. is also a key country for the deployment of TotalEnergies’ Integrated Power strategy – with 10 GW of onshore utility-scale solar, wind and battery storage, installed and under construction. Find out more about TotalEnergies’ U.S. presence here.
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com
@TotalEnergies
TotalEnergies
TotalEnergies
TotalEnergies
Cautionary Note
The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by
TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Universal Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).
Exhibit 99.7
|
PRESS RELEASE |
Antwerp Platform Adapts to Energy Transition
Challenges
and Market Trends
Antwerp, April 22, 2025 – TotalEnergies’ Antwerp platform provides an update on its investments for the future and announces plan to reconfigure its petrochemicals operations to strengthen competitiveness. A key industrial site for TotalEnergies for more than 75 years, the Antwerp platform is based on an integrated business model, which guarantees the resilience of its operations.
“By adapting and investing regularly in our Antwerp site, we’re securing its long-term future and ensuring that this integrated refining and petrochemicals platform remains TotalEnergies’ most efficient in Europe. Whether the aim is to meet market challenges or contribute to decarbonization and the energy transition, the platform can be reconfigured so that it remains competitive and continues to provide jobs well into the future,” said Ann Veraverbeke, Managing Director of TotalEnergies Antwerp
Adapting to accelerate decarbonization of the platform and the transportation industry
Thanks to green hydrogen, the Antwerp platform is speeding up its own decarbonization. As part of a 200 MW Air Liquide electrolyzer project, TotalEnergies has signed a tolling agreement for 130 MW dedicated to the annual production of 15,000 tons of green hydrogen for its Antwerp platform. Upstream of the electrolyzer, TotalEnergies will supply green electricity thanks to its OranjeWind offshore wind project. Scheduled for the end of 2027, the project will reduce CO2 emissions at the Antwerp site by up to 150,000 tons per year and contribute to the European targets (RED III) for renewable energy in transport.
Thanks to the production of sustainable aviation fuel (SAF), Antwerp will contribute to its aviation customers’ energy transition, helping them meet the challenge of reducing their carbon footprint. An initial project to produce 50,000 tons a year of SAF via coprocessing will be implemented at the Antwerp platform in 2025. Coprocessing is a SAF production method that enables the simultaneous treatment of hydrocarbons and biomass in a conventional refining unit.
Thanks to process electrification and battery-based energy storage, the platform is contributing respectively to the decarbonization of its industrial operations and to the growing need to balance Belgian and European high-voltage transmission grids. With a power rating of 25 MW and capacity of 75 MWh, Antwerp’s battery storage system is TotalEnergies’ biggest in Europe. Commissioned last year, it helps offset the intermittency of renewable energies to encourage their development.
Adapting to meet changing market needs and address overcapacity in petrochemicals
Alongside these future-focused developments, the Antwerp platform is also facing considerable overcapacity in the petrochemicals market. In the light of the significant surplus of ethylene expected in Europe, TotalEnergies thus intends to cease operating its oldest steam cracker in Antwerp by end-2027.
Indeed, the latter was historically dependent on a major contract with a third-party user of the ethylene produced, which recently decided not to renew it by end 2027. As a result, the steam cracker, which is not integrated to TotalEnergies' downstream polymer production, will no longer have any outlets for its ethylene production.
The unit shutdown will allow the site to focus on its more recent steam cracker, whose ethylene production is entirely consumed by TotalEnergies' industrial units in Antwerp and Feluy. The reconfiguration will be conducted without any layoffs.
The 253 employees concerned will each be offered a solution aligned with their personal situation: retirement or an internal transfer to another position based at the Antwerp site. This project is subject to the legally required employee consultation and notification process, which TotalEnergies will initiate with representatives of Antwerp platform employees in late April.
***
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Relations Investisseurs : +33 (0)1 47 44 46 46 l ir@totalenergies.com
|
@TotalEnergies | |
TotalEnergies | |
TotalEnergies | |
TotalEnergies |
Cautionary Note
The terms “TotalEnergies”, “TotalEnergies company” or “Company” in this document are used to designate TotalEnergies SE and the consolidated entities that are directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or to their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate legal entities. This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. Information concerning risk factors, that may affect TotalEnergies’ financial results or activities is provided in the most recent Registration Document, the French-language version of which is filed by TotalEnergies SE with the French securities regulator Autorité des Marchés Financiers (AMF), and in the Form 20-F filed with the United States Securities and Exchange Commission (SEC).
Exhibit 99.8
Disclosure of Transactions in Own Shares
Paris, April 22, 2025 – In accordance with the authorizations given by the shareholders’ general meeting on May 24, 2024, to trade on its shares and pursuant to applicable law on share repurchase, TotalEnergies SE (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from April 14 to April 17, 2025:
| Transaction Date | Total daily volume (number of shares) |
Daily weighted average purchase price of shares (EUR/share) |
Amount of (EUR) |
Market (MIC Code) |
| 14/04/2025 | 285,000 | 50.216108 | 14,311,590.78 | XPAR |
| 14/04/2025 | 160,000 | 50.216591 | 8,034,654.56 | CEUX |
| 14/04/2025 | 40,000 | 50.220145 | 2,008,805.80 | AQEU |
| 14/04/2025 | 40,000 | 50.215620 | 2,008,624.80 | TQEX |
| 15/04/2025 | 281,000 | 50.589643 | 14,215,689.68 | XPAR |
| 15/04/2025 | 160,000 | 50.590243 | 8,094,438.88 | CEUX |
| 15/04/2025 | 40,000 | 50.586252 | 2,023,450.08 | AQEU |
| 15/04/2025 | 40,000 | 50.584424 | 2,023,376.96 | TQEX |
| 16/04/2025 | 276,500 | 51.156707 | 14,144,829.49 | XPAR |
| 16/04/2025 | 160,000 | 51.142801 | 8,182,848.16 | CEUX |
| 16/04/2025 | 40,000 | 51.124643 | 2,044,985.72 | AQEU |
| 16/04/2025 | 40,000 | 51.134973 | 2,045,398.92 | TQEX |
| 17/04/2025 | 281,798 | 51.479499 | 14,506,819.86 | XPAR |
| 17/04/2025 | 158,829 | 51.480840 | 8,176,650.34 | CEUX |
| 17/04/2025 | 40,000 | 51.476274 | 2,059,050.96 | TQEX |
| 17/04/2025 | 32,373 | 51.465584 | 1,666,095.35 | AQEU |
| Total | 2,075,500 | 50.853920 | 105,547,310.33 |
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 1 47 44 46 46 l ir@totalenergies.com
|
@TotalEnergies | |
TotalEnergies | |
TotalEnergies | |
TotalEnergies |
Disclaimer:
The terms “TotalEnergies”, “TotalEnergies company” and “Company” in this document are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities.
This document may contain forward-looking statements (including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995), notably with respect to the financial condition, results of operations, business activities and strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of TotalEnergies, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “will”, “should”, “could”, “would”, “may”, “likely”, “might”, “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by TotalEnergies as of the date of this document.
These forward-looking statements are not historical data and should not be interpreted as assurances that the perspectives, objectives, or goals announced will be achieved. They may prove to be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initially estimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to the occurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and price of petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operating efficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environment and climate, currency fluctuations, technological innovations, meteorological conditions and events, as well as socio-demographic, economic and political developments, changes in market conditions, loss of market share and changes in consumer preferences, or pandemics such as the COVID-19 pandemic. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.
Readers are cautioned not to consider forward-looking statements as accurate, but as an expression of the Company’s views only as of the date this document is published. TotalEnergies SE and its subsidiaries have no obligation, make no commitment and expressly disclaim any responsibility to investors or any stakeholder to update or revise, particularly as a result of new information or future events, any forward-looking information or statement, objectives or trends contained in this document. In addition, the Company has not verified, and is under no obligation to verify any third-party data contained in this document or used in the estimates and assumptions or, more generally, forward-looking statements published in this document. The information on risk factors that could have a significant adverse effect on TotalEnergies’ business, financial condition, including its operating income and cash flow, reputation, outlook or the value of financial instruments issued by TotalEnergies is provided in the most recent version of the Universal Registration Document which is filed by TotalEnergies SE with the French Autorité des Marchés Financiers and the annual report on Form 20-F filed with the United States Securities and Exchange Commission (“SEC”).
Cautionary Note to U.S. Investors – U.S. investors are urged to consider closely the disclosure in the Form 20-F of TotalEnergies SE, File N° 1-10888, available from us at 2, place Jean Millier – Arche Nord Coupole/Regnault - 92078 Paris-La Défense Cedex, France, or at the Company website totalenergies.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s website sec.gov.
Exhibit 99.9
Disclosure of Transactions in Own Shares
Paris, April 28, 2025 – In accordance with the authorizations given by the shareholders’ general meeting on May 24, 2024, to trade on its shares and pursuant to applicable law on share repurchase, TotalEnergies SE (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from April 22 to April 25, 2025:
| Transaction Date | Total
daily volume (number of shares) |
Daily
weighted average purchase price of shares (EUR/share) |
Amount
of (EUR) |
Market (MIC Code) |
| 22/04/2025 | 284,900 | 51.774335 | 14,750,508.04 | XPAR |
| 22/04/2025 | 170,000 | 51.770718 | 8,801,022.06 | CEUX |
| 22/04/2025 | 25,000 | 51.782533 | 1,294,563.33 | AQEU |
| 22/04/2025 | 25,000 | 51.766170 | 1,294,154.25 | TQEX |
| 23/04/2025 | 298,600 | 52.700692 | 15,736,426.63 | XPAR |
| 23/04/2025 | 150,000 | 52.729204 | 7,909,380.60 | CEUX |
| 23/04/2025 | 25,000 | 52.759029 | 1,318,975.73 | AQEU |
| 23/04/2025 | 25,000 | 52.741820 | 1,318,545.50 | TQEX |
| 24/04/2025 | 305,000 | 52.153020 | 15,906,671.10 | XPAR |
| 24/04/2025 | 150,025 | 52.161239 | 7,825,489.88 | CEUX |
| 24/04/2025 | 25,374 | 52.165076 | 1,323,636.64 | AQEU |
| 24/04/2025 | 25,201 | 52.159979 | 1,314,483.63 | TQEX |
| 25/04/2025 | 302,000 | 52.629045 | 15,893,971.59 | XPAR |
| 25/04/2025 | 150,000 | 52.627410 | 7,894,111.50 | CEUX |
| 25/04/2025 | 25,000 | 52.622090 | 1,315,552.25 | AQEU |
| 25/04/2025 | 25,000 | 52.623717 | 1,315,592.93 | TQEX |
| Total | 2,011,100 | 52.316188 | 105,213,085.65 |
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 1 47 44 46 46 l ir@totalenergies.com
|
@TotalEnergies | |
TotalEnergies | |
TotalEnergies | |
TotalEnergies |
Disclaimer:
The terms “TotalEnergies”, “TotalEnergies company” and “Company” in this document are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities.
This document may contain forward-looking statements (including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995), notably with respect to the financial condition, results of operations, business activities and strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of TotalEnergies, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “will”, “should”, “could”, “would”, “may”, “likely”, “might”, “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by TotalEnergies as of the date of this document.
These forward-looking statements are not historical data and should not be interpreted as assurances that the perspectives, objectives, or goals announced will be achieved. They may prove to be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initially estimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to the occurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and price of petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operating efficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environment and climate, currency fluctuations, technological innovations, meteorological conditions and events, as well as socio-demographic, economic and political developments, changes in market conditions, loss of market share and changes in consumer preferences, or pandemics such as the COVID-19 pandemic. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.
Readers are cautioned not to consider forward-looking statements as accurate, but as an expression of the Company’s views only as of the date this document is published. TotalEnergies SE and its subsidiaries have no obligation, make no commitment and expressly disclaim any responsibility to investors or any stakeholder to update or revise, particularly as a result of new information or future events, any forward-looking information or statement, objectives or trends contained in this document. In addition, the Company has not verified, and is under no obligation to verify any third-party data contained in this document or used in the estimates and assumptions or, more generally, forward-looking statements published in this document. The information on risk factors that could have a significant adverse effect on TotalEnergies’ business, financial condition, including its operating income and cash flow, reputation, outlook or the value of financial instruments issued by TotalEnergies is provided in the most recent version of the Universal Registration Document which is filed by TotalEnergies SE with the French Autorité des Marchés Financiers and the annual report on Form 20-F filed with the United States Securities and Exchange Commission (“SEC”).
Cautionary Note to U.S. Investors – U.S. investors are urged to consider closely the disclosure in the Form 20-F of TotalEnergies SE, File N° 1-10888, available from us at 2, place Jean Millier – Arche Nord Coupole/Regnault - 92078 Paris-La Défense Cedex, France, or at the Company website totalenergies.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s website sec.gov.
| PRESS RELEASE First quarter 2025 results Thanks to a year-on-year production growth of nearly 4% for oil & gas and 18% for electricity, TotalEnergies posts solid results and maintains attractive shareholder returns despite an uncertain environment 1 Paris, April 30, 2025 – The Board of Directors of TotalEnergies SE, chaired by CEO Patrick Pouyanné, met on April 29, 2025, to approve the 1st quarter 2025 financial statements. On the occasion, Patrick Pouyanné said: “In a price environment globally similar to the fourth quarter 2024, TotalEnergies delivered strong results in the first quarter 2025 that are in line with the positive results of the fourth quarter 2024, reporting $4.2 billion of adjusted net income and $7.0 billion of CFFO. In the Oil & Gas business, first quarter production was above 2.55 Mboe/d, up 4% year-on-year, notably benefiting from the continued ramp up of projects in Brazil, the United States, Malaysia, Argentina and Denmark. The start-ups of the Ballymore offshore field in the United States during the second quarter and Mero-4 in Brazil expected in the third quarter will continue to add high-margin barrels and further reinforce the Company’s 2025 hydrocarbon production growth objective of more than 3%. Exploration & Production generated adjusted net operating income of $2.5 billion and cash flow of $4.3 billion in the first quarter, up 6% and 9% quarter-to-quarter, respectively. Cash flow benefited from the accretive effect of new oil production that is both low-cost and low-emission. Integrated LNG achieved adjusted net operating income of $1.3 billion and cash flow of $1.2 billion for the quarter, driven by LNG prices that were higher year-on-year but lower than fourth quarter 2024. LNG trading results were in line with expectations for 2025 while gas trading encountered the unexpected downturn of European markets following new heightened uncertainties on the evolution of the Russian-Ukrainian conflict. During the first quarter, Integrated Power generated adjusted net operating income of more than $500 million and cash flow of $600 million, in line with annual Company guidance. TotalEnergies continued to deploy its differentiated Integrated Power model in Germany with the closing of the acquisition of the renewable energy developer VSB in the beginning of April and the launch of battery storage projects developed by Kyon. In the context of weak refining margins together with declining petrochemical and biofuel margins in Europe, Downstream posted an adjusted net operating income of $0.5 billion, and a cash flow of $1.1 billion, below expectations due to operational performance at Donges and Port Arthur. Confident in the Company’s ability to reach its 2025 underlying growth objective and taking into account the strength of its balance sheet (normalized gearing(1) of 11% excluding the seasonal effect of working capital), the Board of Directors has confirmed the distribution of the first interim dividend of €0.85/share for fiscal year 2025, an increase of 7.6% compared to 2024 and consistent with the attractive dividend growth guidance announced in February. Furthermore, it has also decided to again continue share buybacks for up to $2 billion in the second quarter despite a softening price environment with Brent below $70/b since the beginning of April and an uncertain geopolitical and macroeconomic context.” (1) Refer to Glossary pages 22 & 23 for the definitions and further information on alternative performance measures (Non-GAAP measures) and to page 18 and following for reconciliation tables. 1Q25 4Q24 Change vs 4Q24 1Q24 Change vs 1Q24 Adjusted net income (TotalEnergies share)(1) - in billions of dollars (B$) 4.2 4.4 -5% 5.1 -18% - in dollars per share 1.83 1.90 -4% 2.14 -15% Net income (TotalEnergies share) (B$) 3.9 4.0 -3% 5.7 -33% Adjusted EBITDA(1) (B$) 10.5 10.5 - 11.5 -9% Cash flow from operations excluding working capital (CFFO)(1) (B$) 7.0 7.2 -2% 8.2 -14% 1 |
| 1. Highlights (2)* Upstream Production start-up of the Ballymore offshore oil field, for 75,000 b/d, in the United States Launch, as part of GGIP, of the construction of an early gas treatment unit to stop flaring and supply gas-fired power plants in Iraq Signature of an agreement with Egypt and Cyprus for the export of Cyprus Block 6 gas through Egypt Downstream Announcement of the shut-down of the cracker NC2 in the Antwerp platform by 2027, in the context of over-capacity of petrochemicals in Europe Integrated LNG Signature of an LNG contract for 0.4 Mt/year over 10 years with GSPC, delivered in India from 2026 Signature of an agreement for the sale of 0.4 Mt/year of LNG over 15 years to Energia Natural Dominicana from 2027 Signature of an agreement with NextDecade for LNG offtake of 1.5 Mt/year over 20 years from the future Train 4 of Rio Grande LNG, in Texas Mozambique LNG: confirmation of the project financing by the US EXIM for $4.7 billion Integrated Power Signature of a Clean Firm Power contract with STMicroelectronics for 1.5 TWh over 15 years Start-up of the 640 MW Yunlin offshore wind farm, in Taiwan Launch of six new battery storage projects, for a capacity of 221 MW, in Germany Closing of the SN Power acquisition, a hydro-electricity project developer, in Africa Closing of the acquisition of the Big Sky Solar facility (184 MW installed) and agreement to acquire additional wind and solar projects of more than 600 MW, in Canada Closing of the acquisition of the German renewable energy developer VSB Carbon footprint reduction and low-carbon molecules Final Investment Decision of the second phase of the Northern Lights CCS project Launch of projects with Air Liquide to produce green hydrogen to European refineries Zeeland: Joint Venture for the construction and operation of an electrolyzer producing 30,000 tons of green hydrogen per year Antwerp: tolling agreement for 15,000 tons of green hydrogen per year Signature of an agreement with RWE for the supply of 30,000 tons of green hydrogen per year to decarbonize the Leuna refinery from 2030 Start-up of BioNorrois, the second largest biogas production unit in France Social and environmental responsibility Publication of the Sustainability & Climate – 2025 Progress Report presenting the progress made by the Company in 2024 in the implementation of its strategy and climate ambition Mozambique LNG: launch of official investigations in Mozambique, at the request of TotalEnergies, following allegations of human right abuses by members of Mozambique’s defense and security forces and request of the intervention of the National Commission of Human Rights (2) Some of the transactions mentioned in the highlights remain subject to the agreement of the authorities or to the fulfilment of conditions precedent under the terms of the agreements. 2 |
| 2. Key figures from TotalEnergies’ consolidated financial statements (1) * (3) Effective tax rate = (tax on adjusted net operating income) / (adjusted net operating income – income from equity affiliates – dividends received from investments – impairment of goodwill + tax on adjusted net operating income). (4) In accordance with IFRS rules, adjusted fully-diluted earnings per share is calculated from the adjusted net income less the interest on the perpetual subordinated bonds. (5) Average €-$ exchange rate: 1.0523 in the 1st quarter 2025, 1.0681 in the 4th quarter 2024, 1.0858 in the 1st quarter 2024. In millions of dollars, except effective tax rate, earnings per share and number of shares 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Adjusted EBITDA (1) 10,504 10,529 - 11,493 -9% Adjusted net operating income from business segments 4,792 4,992 -4% 5,600 -14% Exploration & Production 2,451 2,305 +6% 2,550 -4% Integrated LNG 1,294 1,432 -10% 1,222 +6% Integrated Power 506 575 -12% 611 -17% Refining & Chemicals 301 318 -5% 962 -69% Marketing & Services 240 362 -34% 255 -6% Contribution of equity affiliates to adjusted net income 715 706 +1% 621 +15% Effective tax rate (3) 41.4% 41.3% 37.8% Adjusted net income (TotalEnergies share) (1) 4,192 4,406 -5% 5,112 -18% Adjusted fully-diluted earnings per share (dollars) (4) 1.83 1.90 -4% 2.14 -15% Adjusted fully-diluted earnings per share (euros) (5) 1.74 1.78 -2% 1.97 -12% Fully-diluted weighted-average shares (millions) 2,246 2,282 -2% 2,352 -5% Net income (TotalEnergies share) 3,851 3,956 -3% 5,721 -33% Organic investments (1) 4,501 3,839 +17% 4,072 +11% Acquisitions net of assets sales (1) 420 24 x17.4 (500) ns Net investments (1) 4,921 3,863 +27% 3,572 +38% Cash flow from operations excluding working capital (CFFO) (1) 6,992 7,151 -2% 8,168 -14% Debt Adjusted Cash Flow (DACF) (1) 7,276 7,398 -2% 8,311 -12% Cash flow from operating activities 2,563 12,507 -80% 2,169 +18% Gearing (1) of 14.3% at March 31, 2025 vs. 8.3% at December 31, 2024 and 10.5% at March 31, 2024 3 |
| 3. Key figures of environment, greenhouse gas emissions and production 3.1 Environment – liquids and gas price realizations, refining margins * 3.2 Greenhouse gas emissions (11) Estimated quarterly emissions. Scope 1+2 emissions from operated installations were down 13% quarter-to-quarter given continuous decline in flaring emissions on Exploration & Production facilities, carbon footprint reduction initiatives in Refining & Chemicals and the perimeter effect related to the partial sale of West Burton gas-fired capacity during the fourth quarter of 2024. First quarter 2025 Scope 3 (13) Category 11 emissions are estimated to be 84 Mt CO2e. (6) Does not include oil, gas and LNG trading activities, respectively. (7) Sales in $ / Sales in volume for consolidated affiliates. (8) Sales in $ / Sales in volume for consolidated affiliates. (9) Sales in $ / Sales in volume for consolidated and equity affiliates. (10) This market indicator for European refining, calculated based on public market prices ($/t), uses a basket of crudes, petroleum product yields and variable costs representative of the European refining system of TotalEnergies. (11) The six greenhouse gases in the Kyoto protocol, namely CO2, CH4, N2O, HFCs, PFCs and SF6, with their respective 100-year time horizon GWP (Global Warming Potential) as described in the 2021 IPCC report. HFCs, PFCs and SF6 are virtually absent from the Company’s emissions or are considered as non-material and are therefore no longer counted with effect from 2018. In CO2 equivalent terms, nitrous oxide (N2O) represents less than 1% of the Company's Scope 1+2 emissions. (12) Scope 1+2 GHG emissions are defined as the sum of direct emissions of GHG from sites or activities that are included in the scope of reporting and indirect emissions attributable to brought-in energy (electricity, heat, steam), net from potential energy sales, excluding purchased industrial gases (H2). Unless stated otherwise, TotalEnergies reports Scope 2 GHG emissions using the market-based method defined by the GHG Protocol. (13) If not stated otherwise, TotalEnergies reports Scope 3 GHG emissions, category 11, which correspond to indirect GHG emissions related to the direct use phase emissions of sold products over their expected lifetime (i.e., the scope 1 and scope 2 emissions of end users that occur from the combustion of fuels) in accordance with the definition of the GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard Supplement. The Company follows the oil & gas industry reporting guidelines published by IPIECA, which comply with the GHG Protocol methodologies. In order to avoid double counting, this methodology accounts for the largest volume in the oil and gas value chains, i.e. the higher of the two production volumes or sales for end use. For TotalEnergies, in 2024, the calculation of Scope 3 GHG emissions for the oil value chain considers products sales (higher than production) and for the gas value chain, the marketable gas and condensates production (higher than gas sales, either as LNG or as direct sales to B2B/B2C customers). A stoichiometric emission factor (oxidation of molecules to carbon dioxide) is applied to these sales or production to obtain an emission volume. In accordance with the Technical Guidance for Calculating Scope 3 Emissions Supplement to the Corporate Value Chain (Scope 3) Accounting and Reporting Standard which defines end users as both consumers and business customers that use final products, and with IPIECA’s Estimating petroleum industry value chain (Scope 3) greenhouse gas emissions guidelines, under which reporting of emissions from fuel purchased for resale to non-end users (e.g. traded) is optional, TotalEnergies does not report emissions associated with trading activities. 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Brent ($/b) 75.7 74.7 +1% 83.2 -9% Henry Hub ($/Mbtu) 3.9 3.0 +29% 2.1 +84% TTF ($/Mbtu) 14.4 13.6 +6% 8.8 +65% JKM ($/Mbtu) 14.1 14.0 +1% 9.3 +52% Average price of liquids (6),(7) ($/b) Consolidated subsidiaries 72.2 71.8 +1% 78.9 -8% Average price of gas (6),(8) ($/Mbtu) Consolidated subsidiaries 6.60 6.26 +5% 5.11 +29% Average price of LNG (6),(9) ($/Mbtu) Consolidated subsidiaries and equity affiliates 10.00 10.37 -4% 9.58 +4% European Refining Margin Marker (ERM) (6),(10) ($/t) 29.4 25.9 +14% 71.7 -59% Scope 1+2 emissions (12) (MtCO2e) 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Scope 1+2 from operated facilities (1) 8.4 9.6 -13% 8.2 +2% of which Oil & Gas 7.2 7.9 -9% 7.1 +1% of which CCGT 1.2 1.7 -29% 1.1 +9% Scope 1+2 - ESRS share (1) 11.1 12.4 -10% 10.9 +2% Methane emissions (ktCH4) 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Methane emissions from operated facilities (1) 6 7 -14% 8 -25% 4 |
| 3.3 Production (14)* Hydrocarbon production was 2,558 thousand barrels of oil equivalent per day in the first quarter 2025, up 4% year-on-year, and was comprised of: +4% due to start-ups and ramp-ups, including Mero-2 and Mero-3 in Brazil, Fenix in Argentina, Tyra in Denmark, Anchor in the United States and Akpo West in Nigeria, -1% due to lower availability of production facilities, mainly due to planned maintenance, +3% portfolio effect related to the acquisitions of SapuraOMV in Malaysia and interests in the Eagle Ford shale gas plays in Texas, -2% due to the natural field declines. (14) Company production = E&P production + Integrated LNG production. Hydrocarbon production 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Hydrocarbon production (kboe/d) 2,558 2,427 +5% 2,461 +4% Oil (including bitumen) (kb/d) 1,355 1,292 +5% 1,322 +2% Gas (including condensates and associated NGL) (kboe/d) 1,203 1,135 +6% 1,139 +6% Hydrocarbon production (kboe/d) 2,558 2,427 +5% 2,461 +4% Liquids (kb/d) 1,516 1,445 +5% 1,482 +2% Gas (Mcf/d) 5,655 5,323 +6% 5,249 +8% 5 |
| 4. Analysis of business segments 4.1 Exploration & Production 4.1.1 Production 4.1.2 Results * Adjusted net operating income was $2,451 million, up 6% quarter-to-quarter, driven by higher production in a slightly more favorable price environment. Cash flow from operations excluding working capital (CFFO) was $4,291 million, up 9% quarter-to-quarter, for the same reasons. (15) Effective tax rate = (tax on adjusted net operating income) / (adjusted net operating income – income from equity affiliates – dividends received from investments – impairment of goodwill + tax on adjusted net operating income). Hydrocarbon production 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 EP (kboe/d) 1,976 1,933 +2% 1,969 - Liquids (kb/d) 1,442 1,385 +4% 1,419 +2% Gas (Mcf/d) 2,848 2,924 -3% 2,937 -3% In millions of dollars, except effective tax rate 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Adjusted net operating income 2,451 2,305 +6% 2,550 -4% including adjusted income from equity affiliates 150 207 -28% 145 +3% Effective tax rate (15) 49.4% 50.5% 48.5% Organic investments (1) 2,684 2,104 +28% 2,041 +32% Acquisitions net of assets sales (1) 116 (258) ns 36 x3.2 Net investments (1) 2,800 1,846 +52% 2,077 +35% Cash flow from operations excluding working capital (CFFO) (1) 4,291 3,945 +9% 4,478 -4% Cash flow from operating activities 3,266 4,500 -27% 3,590 -9% 6 |
| 4.2 Integrated LNG 4.2.1 Production * The Company’s equity production may be sold by TotalEnergies or by the joint ventures. LNG sales were globally stable quarter-to-quarter, with increased sales from equity production offset notably by lower spot activity. 4.2.2 Results * Sales in $ / Sales in volume for consolidated and equity affiliates. Does not include LNG trading activities. Adjusted net operating income for Integrated LNG was $1,294 million in the first quarter 2025, up 6% year-on-year and down 10% quarter-to-quarter, in line with the evolution of the average LNG price. Cash flow from operations excluding working capital (CFFO) was $1,249 million, for the same reasons and due to a timing effect in dividend payments from some equity affiliates. Hydrocarbon production for LNG 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Integrated LNG (kboe/d) 582 494 +18% 492 +18% Liquids (kb/d) 74 60 +24% 63 +18% Gas (Mcf/d) 2,807 2,399 +17% 2,312 +21% Liquefied Natural Gas in Mt 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Overall LNG sales 10.6 10.8 -2% 10.7 -1% incl. Sales from equity production* 4.0 3.8 +4% 4.2 -4% incl. Sales by TotalEnergies from equity production and third party purchases 9.4 9.4 - 9.3 +1% In millions of dollars, except the average price of LNG 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Average price of LNG ($/Mbtu) * Consolidated subsidiaries and equity affiliates 10.00 10.37 -4% 9.58 +4% Adjusted net operating income 1,294 1,432 -10% 1,222 +6% including adjusted income from equity affiliates 535 525 +2% 494 +8% Organic investments (1) 752 554 +36% 540 +39% Acquisitions net of assets sales (1) 140 1,116 -87% (12) ns Net investments (1) 892 1,670 -47% 528 +69% Cash flow from operations excluding working capital (CFFO) (1) 1,249 1,447 -14% 1,348 -7% Cash flow from operating activities 1,743 2,214 -21% 1,710 +2% 7 |
| 4.3 Integrated Power 4.3.1 Productions, capacities, clients and sales * Solar, wind, hydroelectric and gas flexible capacities. ** End of period data. *** Includes 20% of Adani Green Energy Ltd’s gross capacity, 50% of Clearway Energy Group’s gross capacity and 49% of Casa dos Ventos’ gross capacity. Net power production increased 18% year-on-year, reaching 11.3 TWh, linked to the renewables production growth and the acquisition of flexible gas capacity in the United Kingdom and the United States in 2024. Gross installed renewable power generation capacity reached 27.8 GW at the end of the first quarter 2025, up 18% year-on-year, i.e. a 4.3 GW increase. 4.3.2 Results Adjusted net operating income for Integrated Power was $506 million in the first quarter 2025, down 12% quarter-to-quarter in the absence of farm-downs during the quarter. Cash flow from operations excluding working capital (CFFO) was $597 million, stable over the quarter and in line with the annual guidance. Integrated Power 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Net power production (TWh) * 11.3 11.4 -1% 9.6 +18% o/w production from renewables 6.8 6.5 +5% 6.0 +13% o/w production from gas flexible capacities 4.5 4.9 -8% 3.6 +27% Portfolio of power generation net installed capacity (GW) ** 22.7 21.5 +6% 19.5 +17% o/w renewables 16.2 15.1 +8% 13.7 +18% o/w gas flexible capacities 6.5 6.5 +1% 5.8 +13% Portfolio of renewable power generation gross capacity (GW) **,*** 97.5 97.2 - 84.1 +16% o/w installed capacity 27.8 26.0 +7% 23.5 +18% Clients power - BtB and BtC (Million) ** 6.0 6.1 - 6.0 +1% Clients gas - BtB and BtC (Million) ** 2.8 2.8 - 2.8 - Sales power - BtB and BtC (TWh) 14.5 13.8 +5% 14.9 -3% Sales gas - BtB and BtC (TWh) 35.7 30.1 +19% 35.7 - In millions of dollars 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Adjusted net operating income 506 575 -12% 611 -17% including adjusted income from equity affiliates 44 (25) ns (39) ns Organic investments (1) 645 109 x5.9 943 -32% Acquisitions net of assets sales (1) 238 (662) ns 735 -68% Net investments (1) 883 (553) ns 1,678 -47% Cash flow from operations excluding working capital (CFFO) (1) 597 604 -1% 692 -14% Cash flow from operating activities (399) 1,201 ns (249) ns 8 |
| 4.4 Downstream (Refining & Chemicals and Marketing & Services) 4.4.1 Results 4.5 Refining & Chemicals 4.5.1 Refinery and petrochemicals throughput and utilization rates * Based on distillation capacity at the beginning of the year, excluding the African refinery SIR (divested) from 3rd quarter 2024 and the African refinery Natref (divested) during the 4th quarter 2024. * 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. Refinery throughput was up by 8% quarter-on-quarter, mainly due to the restart of the Leuna refinery following a planned turnaround, setting the utilization rate at 87% during the first quarter. In millions of dollars 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Adjusted net operating income 541 680 -20% 1,217 -56% Organic investments (1) 386 1,013 -62% 520 -26% Acquisitions net of assets sales (1) (75) (172) ns (1,258) ns Net investments (1) 311 841 -63% (738) ns Cash flow from operations excluding working capital (CFFO) (1) 1,117 1,356 -18% 1,770 -37% Cash flow from operating activities (1,415) 4,610 ns (2,237) ns Refinery throughput and utilization rate 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Total refinery throughput (kb/d) 1,549 1,432 +8% 1,424 +9% France 435 424 +3% 382 +14% Rest of Europe 627 541 +16% 618 +1% Rest of world 487 467 +4% 424 +15% Utilization rate based on crude only* 87% 82% 79% Petrochemicals production and utilization rate 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Monomers* (kt) 1,250 1,233 +1% 1,287 -3% Polymers (kt) 1,173 1,080 +9% 1,076 +9% Steam cracker utilization rate** 78% 79% 73% 9 |
| 4.5.2 Results * 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. Adjusted net operating income was $301 million in the first quarter 2025, down 5% quarter-to-quarter, reflecting low refining margins and declining petrochemical and biofuel margins in Europe, together with operational difficulties at the Donges and Port-Arthur refineries. Cash flow from operations excluding working capital (CFFO) was $633 million, down 23% compared to the previous quarter which benefited from dividends received from equity affiliates. 4.6 Marketing & Services 4.6.1 Petroleum product sales * Excludes trading and bulk refining sales. Sales of petroleum products were down 4% quarter-to-quarter due to the seasonality of transport markets. 4.6.2 Results Marketing & Services adjusted net operating income was $240 million in the first quarter 2025, down 6% year-on-year, in line with the volume decrease. Cash flow from operations excluding working capital (CFFO) was $484 million, slightly up year-on-year with the strong performance of lubricants offsetting the decrease of volumes sold. In millions of dollars, except ERM 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 European Refining Margin Marker (ERM) ($/t) * 29.4 25.9 +14% 71.7 -59% Adjusted net operating income 301 318 -5% 962 -69% Organic investments (1) 236 581 -59% 419 -44% Acquisitions net of assets sales (1) - (92) -100% (20) -100% Net investments (1) 236 489 -52% 399 -41% Cash flow from operations excluding working capital (CFFO) (1) 633 822 -23% 1,291 -51% Cash flow from operating activities (1,983) 3,832 ns (2,129) ns Sales in kb/d* 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Total Marketing & Services sales 1,266 1,312 -4% 1,312 -4% Europe 714 724 -1% 715 - Rest of world 551 587 -6% 597 -8% In millions of dollars 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Adjusted net operating income 240 362 -34% 255 -6% Organic investments (1) 150 432 -65% 101 +49% Acquisitions net of assets sales (1) (75) (80) ns (1,238) ns Net investments (1) 75 352 -79% (1,137) ns Cash flow from operations excluding working capital (CFFO) (1) 484 534 -9% 479 +1% Cash flow from operating activities 568 778 -27% (108) ns 10 |
| 5. TotalEnergies results 5.1 Adjusted net operating income from business segments Adjusted net operating income from business segments was $4,792 million in the first quarter of 2025 versus $5,600 million in the first quarter 2024, mainly due to softening oil prices and refining margins, partially compensated by higher hydrocarbon production and higher gas prices. 5.2 Adjusted net income (1) (TotalEnergies share) TotalEnergies adjusted net income was $4,192 million in the first quarter 2025 versus $5,112 million in the first quarter 2024, for the same reasons. Adjusted net income excludes the after-tax inventory effect, special items and the impact of changes in fair value. Adjustments to net income were ($0.3) billion in the first quarter 2025 consisting mainly of: ($0.2) billion of changes in fair value and stock variation, ($0.1) billion of non-recurring items, mainly related to the impact of the Energy Profit Levy in the United Kingdom. TotalEnergies’ average tax rate was stable at 41.4% in the first quarter 2025 versus 41.3% in the fourth quarter 2024. 5.3 Adjusted earnings per share Adjusted diluted net earnings per share were $1.83 in the first quarter 2025, based on 2,246 million weighted average diluted shares, compared to $1.90 in the fourth quarter 2024. As of March 31, 2025, the number of diluted shares was 2,242 million. As part of its shareholder return policy, TotalEnergies repurchased 33.3 million shares* in the first quarter 2025 for $2 billion. * 5.4 Acquisitions – asset sales Acquisitions were $836 million in the first quarter 2025, primarily related to: the acquisition of an additional 10% interest in Moho field in Congo, the acquisition of SN Power, developer of hydro-electricity projects in Africa, the acquisition of the Big Sky Solar project in Canada. Divestments were $416 million in the first quarter 2025, primarily related to: the sale of interests in Nkossa and Nsoko II permits in Congo, the finalization of the divestment of fuel distributions activities in Brazil. 5.5 Net cash flow (1) TotalEnergies' net cash flow was $2,071 million in the first quarter 2025 compared to $3,288 million in the fourth quarter 2024, reflecting the $159 million decrease in CFFO and the $1,058 million increase in net investments to $4,921 million. 2025 first quarter cash flow from operating activities was $2,563 million versus CFFO of $6,992 million, and was impacted by increased working capital of $4.4 billion, mainly due to: $1 billion reversal of exceptional working capital items which reduced working capital in the fourth quarter 2024, $2 billion seasonal effect from gas and power distribution activities in Europe and related to advanced payments happening in the first quarter of the year, $1 billion effect of the evolution of the business (stocks and sales increase at the end of the quarter). * Including coverage of employees share grant plans. 11 |
| 5.6 Profitability Return on equity was 15.1% for the twelve months ended March 31, 2025. Return on average capital employed (1) was 13.2% for the twelve months ended March 31,2025. 6. TotalEnergies SE statutory accounts Net income for TotalEnergies SE, the parent company, amounted to €3,726 million in the first quarter 2025, compared to €3,410 million in the first quarter 2024. 7. Annual 2025 Sensitivities (16) * (16) Sensitivities are revised once per year upon publication of the previous year’s fourth quarter results. Sensitivities are estimates based on assumptions about TotalEnergies’ portfolio in 2025. Actual results could vary significantly from estimates based on the application of these sensitivities. The impact of the $-€ sensitivity on adjusted net operating income is essentially attributable to Refining & Chemicals. (17) In a 70-80 $/b Brent environment. Adjusted net income (TotalEnergies share) (1) Average adjusted shareholders' equity Return on equity (ROE) 15.1% 15.8% 19.0% In millions of dollars April 1, 2024 January 1, 2024 April 1, 2023 March 31, 2025 December 31, 2024 March 31, 2024 22,047 115,835 17,636 18,586 116,758 117,835 Adjusted net operating income (1) Average capital employed (1) ROACE (1) 144,629 135,174 140,662 13.2% 14.8% 16.5% 19,125 19,974 23,278 In millions of dollars April 1, 2024 January 1, 2024 April 1, 2023 March 31, 2025 December 31, 2024 March 31, 2024 Change Estimated impact on adjusted net operating income Estimated impact on cash flow from operations Dollar +/- 0.1 $ per € -/+ 0.1 B$ ~0 B$ Average liquids price (17) +/- 10 $/b +/- 2.3 B$ +/- 2.8 B$ European gas price - TTF +/- 2 $/Mbtu +/- 0.4 B$ +/- 0.4 B$ European Refining Margin Marker (ERM) +/- 10 $/t +/- 0.4 B$ +/- 0.5 B$ 12 |
| 8. Outlook In the context of geopolitical and macroeconomic uncertainties following the introduction of trade tariffs by the United States, the oil demand outlook has softened and meanwhile OPEC+ countries have announced the unwinding of some of the voluntary production cuts beginning in the second quarter of 2025. Consequently, oil prices remain volatile between $60 and $70/b and refining and petrochemical margins are expected to remain weak. Forward European markets expect gas prices to remain elevated in the second quarter of 2025, in a context of inventory replenishment in Europe. 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 between $9 and $9.5/Mbtu in the second quarter 2025. Hydrocarbon production in the second quarter 2025 will be impacted by more planned maintenance than during the first quarter 2025 (50 kboe/d) and second quarter 2024. As a result, second quarter hydrocarbon production is expected to grow 2 to 3% year-on-year. Given the growth of nearly 4% in the first quarter, the Company confirms its target to grow hydrocarbon production by more than 3% in 2025 versus 2024. For 2025, TotalEnergies reiterates net investments guidance of $17 to $17.5 billion, of which $4.5 billion is dedicated to low carbon energies, mostly Integrated Power. * * * * To listen to the conference call with Chairman & CEO Patrick Pouyanné and CFO Jean-Pierre Sbraire today at 1:00pm (Paris time), please log on to totalenergies.com or dial +33 (0) 1 70 91 87 04, +44 (0) 12 1281 8004 or +1 718 705 8796. The conference replay will be available on the Company's website totalenergies.com after the event. * * * * TotalEnergies contacts Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com 13 |
| 9. Operating information by segment 9.1 Company’s production (Exploration & Production + Integrated LNG) Combined liquids and gas production by region (kboe/d) 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Europe 571 589 -3% 570 - Africa 424 437 -3% 463 -8% Middle East and North Africa 849 790 +7% 815 +4% Americas 424 401 +6% 352 +21% Asia-Pacific 290 210 +38% 261 +11% Total production 2,558 2,427 +5% 2,461 +4% includes equity affiliates 390 369 +6% 346 +13% Liquids production by region (kb/d) 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Europe 216 228 -6% 224 -4% Africa 312 318 -2% 331 -6% Middle East and North Africa 680 627 +8% 652 +4% Americas 202 193 +5% 171 +18% Asia-Pacific 106 79 +35% 104 +1% Total production 1,516 1,445 +5% 1,482 +2% includes equity affiliates 163 151 +8% 154 +6% Gas production by region (Mcf/d) 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Europe 1,920 1,951 -2% 1,869 +3% Africa 567 620 -9% 648 -13% Middle East and North Africa 920 889 +3% 896 +3% Americas 1,237 1,154 +7% 1,003 +23% Asia-Pacific 1,011 709 +43% 833 +21% Total production 5,655 5,323 +6% 5,249 +8% includes equity affiliates 1,237 1,181 +5% 1,043 +19% 14 |
| 9.2 Downstream (Refining & Chemicals and Marketing & Services) * Olefins, polymers. Petroleum product sales by region (kb/d) 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Europe 1,677 1,820 -8% 1,774 -5% Africa 618 614 +1% 591 +4% Americas 1,073 970 +11% 1,033 +4% Rest of world 945 975 -3% 711 +33% Total consolidated sales 4,313 4,380 -2% 4,109 +5% Includes bulk sales 344 343 - 401 -14% Includes trading 2,703 2,725 -1% 2,397 +13% Petrochemicals production* (kt) 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Europe 984 875 +12% 990 -1% Americas 694 701 -1% 645 +8% Middle East and Asia 745 737 +1% 727 +2% 15 |
| 9.3 Integrated Power 9.3.1 Net power production 9.3.2 Installed power generation net capacity * (18) End-of-period data. Net power production (TWh) Solar Onshore Wind Offshore Wind Gas Others Total Solar Onshore Wind Offshore Wind Gas Others Total France 0.1 0.2 - 1.9 0.0 2.2 0.2 0.3 - 1.4 0.0 1.9 Rest of Europe 0.1 0.6 0.3 1.6 0.1 2.6 0.1 0.6 0.4 2.1 0.0 3.2 Africa 0.0 - - - 0.0 0.1 0.0 0.0 - - - 0.0 Middle East 0.2 - - 0.2 - 0.4 0.2 - - 0.2 - 0.4 North America 0.7 0.5 - 0.9 - 2.1 0.9 0.5 - 1.1 - 2.5 South America 0.2 0.8 - - - 0.9 0.1 0.9 - - - 1.1 India 2.2 0.3 - - - 2.5 1.6 0.2 - - - 1.9 Pacific Asia 0.3 0.0 0.2 - - 0.5 0.3 0.0 0.2 - - 0.4 Total 3.8 2.4 0.5 4.5 0.1 11.3 3.4 2.5 0.6 4.9 0.1 11.4 1Q25 4Q24 Installed power generation net capacity (GW) (18) Solar Onshore Wind Offshore Wind Gas Others Total Solar Onshore Wind Offshore Wind Gas Others Total France 0.8 0.4 - 2.7 0.2 4.0 0.7 0.4 - 2.6 0.2 4.0 Rest of Europe 0.6 1.0 0.3 2.1 0.2 4.1 0.6 0.9 0.3 2.1 0.2 4.0 Africa 0.0 - - - 0.1 0.1 0.0 - - - - 0.0 Middle East 0.4 - - 0.3 - 0.8 0.4 - - 0.3 - 0.8 North America 2.5 0.8 - 1.5 0.3 5.1 2.3 0.8 - 1.5 0.3 4.9 South America 0.4 0.9 - - - 1.3 0.4 0.9 - - - 1.3 India 5.5 0.6 - - - 6.1 4.8 0.6 - - - 5.3 Pacific Asia 1.1 0.0 0.2 - - 1.3 1.1 0.0 0.2 - - 1.3 Total 11.2 3.8 0.5 6.5 0.7 22.7 10.3 3.6 0.5 6.5 0.6 21.5 1Q25 4Q24 16 |
| 9.3.3 Power generation gross capacity from renewables * (19) Includes 20% of the gross capacities of Adani Green Energy Limited, 50% of Clearway Energy Group and 49% of Casa dos Ventos. (20) End-of-period data. Installed power generation gross capacity from renewables (GW) (19),(20) Solar Onshore Wind Offshore Wind Other Total Solar Onshore Wind Offshore Wind Other Total France 1.2 0.7 - 0.2 2.1 1.2 0.7 - 0.2 2.1 Rest of Europe 0.6 1.3 1.1 0.3 3.2 0.6 1.1 1.1 0.3 3.1 Africa 0.1 - - 0.3 0.4 0.1 - - 0.0 0.1 Middle East 1.2 - - - 1.2 1.2 - - - 1.2 North America 5.6 2.2 - 0.7 8.4 5.4 2.2 - 0.7 8.2 South America 0.4 1.4 - - 1.8 0.4 1.3 - - 1.7 India 7.7 0.6 - - 8.4 6.7 0.6 - - 7.3 Asia-Pacific 1.7 0.0 0.6 0.0 2.3 1.6 0.0 0.6 0.0 2.2 Total 18.4 6.2 1.8 1.4 27.8 17.2 6.0 1.7 1.1 26.0 Power generation gross capacity from renewables in construction (GW) (19),(20) Solar Onshore Wind Offshore Wind Other Total Solar Onshore Wind Offshore Wind Other Total France 0.3 0.0 0.0 0.0 0.3 0.3 0.0 0.0 0.0 0.3 Rest of Europe 0.5 0.1 0.8 0.3 1.8 0.5 0.2 0.8 0.0 1.4 Africa 0.4 0.1 - 0.1 0.7 0.4 0.1 - 0.1 0.6 Middle East 1.5 0.2 - - 1.7 0.1 - - - 0.1 North America 1.3 0.0 - 0.5 1.9 1.2 0.0 - 0.5 1.8 South America 0.4 0.5 - 0.2 1.1 0.4 0.6 - 0.2 1.2 India 2.2 0.0 - - 2.2 3.2 - - - 3.2 Asia-Pacific 0.1 - - - 0.1 0.1 - 0.1 - 0.1 Total 6.7 1.1 0.8 1.2 9.9 6.2 1.0 0.8 0.9 8.9 Power generation gross capacity from renewables in development (GW) (19),(20) Solar Onshore Wind Offshore Wind Other Total Solar Onshore Wind Offshore Wind Other Total France 0.9 0.3 - 0.1 1.3 0.9 0.5 - 0.1 1.5 Rest of Europe 4.6 0.6 13.3 2.5 20.9 4.9 0.7 13.3 2.7 21.6 Africa 0.5 0.2 - - 0.7 0.6 0.2 - - 0.8 Middle East 0.8 - - - 0.8 2.3 0.2 - - 2.6 North America 10.6 3.0 4.1 4.4 22.1 10.3 3.1 4.1 4.4 21.9 South America 1.7 1.4 - 0.0 3.1 1.6 1.1 - 0.0 2.8 India 2.3 0.1 - - 2.4 2.3 0.1 - - 2.5 Asia-Pacific 3.4 1.1 3.0 1.1 8.5 3.4 1.1 3.0 1.2 8.6 Total 24.8 6.6 20.4 8.1 59.8 26.5 7.1 20.4 8.3 62.3 1Q25 4Q24 1Q25 4Q24 1Q25 4Q24 17 |
| 10. Alternative Performance Measures (Non-GAAP measures) 10.1 Adjustment items to net income (TotalEnergies share) In millions of dollars 1Q25 4Q24 1Q24 Net income (TotalEnergies share) 3,851 3,956 5,721 Special items affecting net income (TotalEnergies share) (108) (413) 805 Gain (loss) on asset sales - (25) 1,507 Restructuring charges - (6) - Impairments - (232) (644) Other (108) (150) (58) After-tax inventory effect : FIFO vs. replacement cost (78) 216 124 Effect of changes in fair value (155) (253) (320) Total adjustments affecting net income (341) (450) 609 Adjusted net income (TotalEnergies share) 4,192 4,406 5,112 18 |
| 10.2 Reconciliation of adjusted EBITDA with consolidated financial statements 10.2.1 Reconciliation of net income (TotalEnergies share) to adjusted EBITDA 10.2.2 Reconciliation of revenues from sales to adjusted EBITDA and net income (TotalEnergies share) In millions of dollars 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Net income (TotalEnergies share) 3,851 3,956 -3% 5,721 -33% Less: adjustment items to net income (TotalEnergies share) 341 450 -24% (609) ns Adjusted net income (TotalEnergies share) 4,192 4,406 -5% 5,112 -18% Adjusted items Add: non-controlling interests 70 65 +8% 100 -30% Add: income taxes 2,705 2,872 -6% 2,991 -10% Add: depreciation, depletion and impairment of tangible assets and mineral interests 2,998 2,715 +10% 2,942 +2% Add: amortization and impairment of intangible assets 83 107 -22% 92 -10% Add: financial interest on debt 725 786 -8% 708 +2% Less: financial income and expense from cash & cash equivalents (269) (422) ns (452) ns Adjusted EBITDA 10,504 10,529 - 11,493 -9% In millions of dollars 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Adjusted items Revenues from sales 47,899 47,115 +2% 51,883 -8% Purchases, net of inventory variation (30,563) (30,305) ns (33,525) ns Other operating expenses (7,542) (7,094) ns (7,580) ns Exploration costs (81) (242) ns (88) ns Other income 247 280 -12% 240 +3% Other expense, excluding amortization and impairment of intangible assets (216) (34) ns (125) ns Other financial income 294 296 -1% 282 +4% Other financial expense (249) (193) ns (215) ns Net income (loss) from equity affiliates 715 706 +1% 621 +15% Adjusted EBITDA 10,504 10,529 - 11,493 -9% Adjusted items Less: depreciation, depletion and impairment of tangible assets and mineral interests (2,998) (2,715) ns (2,942) ns Less: amortization of intangible assets (83) (107) ns (92) ns Less: financial interest on debt (725) (786) ns (708) ns Add: financial income and expense from cash & cash equivalents 269 422 -36% 452 -40% Less: income taxes (2,705) (2,872) ns (2,991) ns Less: non-controlling interests (70) (65) ns (100) ns Add: adjustment (TotalEnergies share) (341) (450) ns 609 ns Net income (TotalEnergies share) 3,851 3,956 -3% 5,721 -33% 19 |
| 10.3 Investments – Divestments (TotalEnergies share) Reconciliation of Cash flow used in investing activities to Net investments * Change in debt from renewable projects (TotalEnergies share and partner share). 10.4 Cash flow (TotalEnergies share) Reconciliation of Cash flow from operating activities to Cash flow from operations excluding working capital (CFFO), to DACF and to Net cash flow * Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG and Integrated Power segments’ contracts. In millions of dollars 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Cash flow used in investing activities ( a ) 4,805 3,745 28% 3,467 +39% Other transactions with non-controlling interests ( b ) - - ns - ns Organic loan repayment from equity affiliates ( c ) 6 (2) ns 3 +100% Change in debt from renewable projects financing ( d ) * - (52) -100% - ns Capex linked to capitalized leasing contracts ( e ) 108 152 -29% 103 +5% Expenditures related to carbon credits ( f ) 2 20 -90% (1) ns Net investments ( a + b + c + d + e + f = g - i + h ) 4,921 3,863 27% 3,572 +38% of which acquisitions net of assets sales ( g-i ) 420 24 x17.4 (500) ns Acquisitions ( g ) 836 1,233 -32% 1,074 -22% Asset sales ( i ) 416 1,209 -66% 1,574 -74% Change in debt from renewable projects (partner share) - 26 -100% - ns of which organic investments ( h ) 4,501 3,839 17% 4,072 +11% Capitalized exploration 111 122 -9% 145 -24% Increase in non-current loans 568 625 -9% 538 +6% Repayment of non-current loans, excluding organic loan repayment from equity affiliates (103) (619) ns (146) ns Change in debt from renewable projects (TotalEnergies share) - (26) -100% - ns In millions of dollars 1Q25 4Q24 1Q25 vs 4Q24 1Q24 1Q25 vs 1Q24 Cash flow from operating activities ( a ) 2,563 12,507 -80% 2,169 +18% (Increase) decrease in working capital ( b ) * (4,316) 5,072 ns (6,121) ns Inventory effect ( c ) (107) 282 ns 125 ns Capital gain from renewable project sales ( d ) - - ns - ns Organic loan repayments from equity affiliates ( e ) 6 (2) ns 3 +100% Cash flow from operations excluding working capital (CFFO) ( f = a - b - c + d + e ) 6,992 7,151 -2% 8,168 -14% Financial charges (284) (247) ns (143) ns Debt Adjusted Cash Flow (DACF) 7,276 7,398 -2% 8,311 -12% Organic investments ( g ) 4,501 3,839 +17% 4,072 +11% Free cash flow after organic investments ( f - g ) 2,491 3,312 -25% 4,096 -39% Net investments ( h ) 4,921 3,863 +27% 3,572 +38% Net cash flow ( f - h ) 2,071 3,288 -37% 4,596 -55% 20 |
| 10.5 Gearing ratio * Excludes leases receivables and leases debts. ** Including initial margins held as part of the Company's activities on organized markets. Gearing was 14.3% at the end of March 2025 due to the seasonal effect of working capital variation ($3.4 billion) and normalized gearing was 11% excluding this effect. 10.6 Return on average capital employed In millions of dollars 03/31/2025 12/31/2024 03/31/2024 Current borrowings * 10,983 7,929 16,068 Other current financial liabilities 897 664 481 Current financial assets * , ** (5,892) (6,536) (5,969) Net financial assets classified as held for sale * 41 33 (11) Non-current financial debt * 37,862 35,711 30,452 Non-current financial assets * (953) (1,027) (1,165) Cash and cash equivalents (22,837) (25,844) (25,640) Net debt ( a ) 20,101 10,930 14,216 Shareholders’ equity (TotalEnergies share) 117,956 117,858 118,409 Non-controlling interests 2,465 2,397 2,734 Shareholders' equity (b) 120,421 120,255 121,143 Gearing = a / ( a+b ) 14.3% 8.3% 10.5% Leases (c) 8,533 8,272 8,013 Gearing including leases ( a+c ) / ( a+b+c ) 19.2% 13.8% 15.5% In millions of dollars Exploration & Production Integrated LNG Integrated Power Refining & Chemicals Marketing & Services Company Adjusted net operating income 9,905 4,941 2,068 1,499 1,345 19,125 Capital employed at 03/31/2024 64,968 36,678 22,890 9,360 8,013 141,494 Capital employed at 03/31/2025 65,397 42,998 23,740 8,404 6,840 147,764 ROACE 15.2% 12.4% 8.9% 16.9% 18.1% 13.2% 21 |
| GLOSSARY Acquisitions net of assets sales is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow used in investing activities. Acquisitions net of assets sales refer to acquisitions minus assets sales (including other operations with non-controlling interests). This indicator can be a valuable tool for decision makers, analysts and shareholders alike because it illustrates the allocation of cash flow used for growing the Company’s asset base via external growth opportunities. Adjusted EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) is a non-GAAP financial measure and its most directly comparable IFRS measure is Net Income. It refers to the adjusted earnings before depreciation, depletion and impairment of tangible and intangible assets and mineral interests, income tax expense and cost of net debt, i.e., all operating income and contribution of equity affiliates to net income. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to measure and compare the Company’s profitability with utility companies (energy sector). Adjusted net income (TotalEnergies share) is a non-GAAP financial measure and its most directly comparable IFRS measure is Net Income (TotalEnergies share). Adjusted Net Income (TotalEnergies share) refers to Net Income (TotalEnergies share) less adjustment items to Net Income (TotalEnergies share). Adjustment items are inventory valuation effect, effect of changes in fair value, and special items. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to evaluate the Company’s operating results and to understand its operating trends by removing the impact of non-operational results and special items. Adjusted net operating income is a non-GAAP financial measure and its most directly comparable IFRS measure is Net Income. Adjusted Net Operating Income refers to Net Income before net cost of net debt, i.e., cost of net debt net of its tax effects, less adjustment items. Adjustment items are inventory valuation effect, effect of changes in fair value, and special items. Adjusted Net Operating Income can be a valuable tool for decision makers, analysts and shareholders alike to evaluate the Company’s operating results and understanding its operating trends, by removing the impact of non-operational results and special items and is used to evaluate the Return on Average Capital Employed (ROACE) as explained below. Capital Employed is a non-GAAP financial measure. They are calculated at replacement cost and refer to capital employed (balance sheet) less inventory valuations effect. Capital employed (balance sheet) refers to the sum of the following items: (i) Property, plant and equipment, intangible assets, net, (ii) Investments & loans in equity affiliates, (iii) Other non-current assets, (iv) Working capital which is the sum of: Inventories, net, Accounts receivable, net, other current assets, Accounts payable, Other creditors and accrued liabilities, (v) Provisions and other non-current liabilities and (vi) Assets and liabilities classified as held for sale. Capital Employed can be a valuable tool for decision makers, analysts and shareholders alike to provide insight on the amount of capital investment used by the Company or its business segments to operate. Capital Employed is used to calculate the Return on Average Capital Employed (ROACE). Cash Flow From Operations excluding working capital (CFFO) is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow from operating activities. Cash Flow From Operations excluding working capital is defined as cash flow from operating activities before changes in working capital at replacement cost, excluding the mark-to-market effect of Integrated LNG and Integrated Power contracts, including capital gain from renewable projects sales and including organic loan repayments from equity affiliates. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to help understand changes in cash flow from operating activities, excluding the impact of working capital changes across periods on a consistent basis and with the performance of peer companies in a manner that, when viewed in combination with the Company’s results prepared in accordance with GAAP, provides a more complete understanding of the factors and trends affecting the Company’s business and performance. This performance indicator is used by the Company as a base for its cash flow allocation and notably to guide on the share of its cash flow to be allocated to the distribution to shareholders. Debt adjusted cash flow (DACF) is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow from operating activities. DACF is defined as Cash Flow From Operations excluding working capital (CFFO) without financial charges. This indicator can be a valuable tool for decision makers, analysts and shareholders alike because it corresponds to the funds theoretically available to the Company for investments, debt repayment and distribution to shareholders, and therefore facilitates comparison of the Company’s results of operations with those of other registrants, independent of their capital structure and working capital requirements. ESRS perimeter: the GHG emissions within the ESRS perimeter correspond to 100% of the emissions from operated sites, plus the equity share of emissions from non-operated and financially consolidated assets excluding equity affiliates. Free cash flow after Organic Investments is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow from operating activities. Free cash flow after Organic Investments, refers to Cash Flow From Operations excluding working capital minus Organic Investments. Organic Investments refer to Net Investments excluding acquisitions, asset sales and other transactions with non-controlling interests. This indicator can be a valuable tool for decision makers, analysts and shareholders alike because it illustrates operating cash flow generated by the business post allocation of cash for Organic Investments. Gearing is a non-GAAP financial measure and its most directly comparable IFRS measure is the ratio of total financial liabilities to total equity. Gearing is a Net-debt-to-capital ratio, which is calculated as the ratio of Net debt excluding leases to (Equity + Net debt excluding leases). This indicator can be a valuable tool for decision makers, analysts and shareholders alike to assess the strength of the Company’s balance sheet. Normalized Gearing: indicator defined as the gearing excluding the impact of seasonal variations, notably on working capital. Net cash flow (or free cash-flow) is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow from operating activities. Net cash flow refers to Cash Flow From Operations excluding working capital minus Net Investments. Net cash flow can be a valuable tool for decision makers, analysts and shareholders alike because it illustrates cash flow generated by the operations of the Company post allocation of cash for Organic Investments and Acquisitions net of assets sales (acquisitions - assets sales - other operations with non-controlling interests). This performance indicator corresponds to the cash flow available to repay debt and allocate cash to shareholder distribution or share buybacks. 22 |
| Net investments is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow used in investing activities. Net Investments refer to Cash flow used in investing activities including other transactions with non-controlling interests, including change in debt from renewable projects financing, including expenditures related to carbon credits, including capex linked to capitalized leasing contracts and excluding organic loan repayment from equity affiliates. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to illustrate the cash directed to growth opportunities, both internal and external, thereby showing, when combined with the Company’s cash flow statement prepared under IFRS, how cash is generated and allocated for uses within the organization. Net Investments are the sum of Organic Investments and Acquisitions net of assets sales each of which is described in the Glossary. Organic investments is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow used in investing activities. Organic investments refers to Net Investments, excluding acquisitions, asset sales and other operations with non-controlling interests. Organic Investments can be a valuable tool for decision makers, analysts and shareholders alike because it illustrates cash flow used by the Company to grow its asset base, excluding sources of external growth. Operated perimeter: activities, sites and industrial assets of which TotalEnergies SE or one of its subsidiaries has operational control, i.e. has the responsibility of the conduct of operations on behalf of all its partners. For the operated perimeter, the environmental indicators are reported 100%, regardless of the Company’s equity interest in the asset. Payout is a non-GAAP financial measure. Payout is defined as the ratio of the dividends and share buybacks for cancellation to the Cash Flow From Operations excluding working capital. This indicator can be a valuable tool for decision makers, analysts and shareholders as it provides the portion of the Cash Flow From Operations excluding working capital distributed to the shareholder. Return on Average Capital Employed (ROACE) is a non-GAAP financial measure. ROACE is the ratio of Adjusted Net Operating Income to average Capital Employed at replacement cost between the beginning and the end of the period. This indicator can be a valuable tool for decision makers, analysts and shareholders alike to measure the profitability of the Company’s average Capital Employed in its business operations and is used by the Company to benchmark its performance internally and externally with its peers. 23 |
| Disclaimer: The terms “TotalEnergies”, “TotalEnergies company” and “Company” in this document are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities. This press release presents the results for the first quarter of 2025 from the consolidated financial statements of TotalEnergies SE as of March 31, 2025 (unaudited). The limited review procedures by the Statutory Auditors are underway. The notes to the consolidated financial statements (unaudited) are available on the website totalenergies.com. This document may contain forward-looking statements (including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995), notably with respect to the financial condition, results of operations, business activities and strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of TotalEnergies, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “will”, “should”, “could”, “would”, “may”, “likely”, “might”, “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “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 the COVID-19 pandemic. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto. Readers are cautioned not to consider forward-looking statements as accurate, but as an expression of the Company’s views only as of the date this document is published. TotalEnergies SE and its subsidiaries have no obligation, make no commitment and expressly disclaim any responsibility to investors or any stakeholder to update or revise, particularly as a result of new information or future events, any forward-looking information or statement, objectives or trends contained in this document. In addition, the Company has not verified, and is under no obligation to verify any third-party data contained in this document or used in the estimates and assumptions or, more generally, forward-looking statements published in this document. The information on risk factors that could have a significant adverse effect on TotalEnergies’ business, financial condition, including its operating income and cash flow, reputation, outlook or the value of financial instruments issued by TotalEnergies is provided in the most recent version of the Universal Registration Document which is filed by TotalEnergies SE with the French Autorité des Marchés Financiers and the annual report on Form 20-F filed with the United States Securities and Exchange Commission (“SEC”). Additionally, the developments of 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. Moreover, our disclosures on such issues, including disclosures on climate change and other environmental or social-related issues, may include information that is not necessarily "material" under US securities laws for SEC reporting purposes or under applicable securities law. Financial information by business segment is reported in accordance with the internal reporting system and shows internal segment information that is used to manage and measure the performance of TotalEnergies. In addition to IFRS measures, certain alternative performance indicators are presented, such as performance indicators excluding the adjustment items described below (adjusted operating income, adjusted net operating income, adjusted net income), return on equity (ROE), return on average capital employed (ROACE), gearing ratio, cash flow from operations excluding working capital, debt adjusted cash flow, and the shareholder rate of return. These indicators are meant to facilitate the analysis of the financial performance of TotalEnergies and the comparison of income between periods. They allow investors to track the measures used internally to manage and measure the performance of TotalEnergies. These adjustment items include: (i) Special items Due to their unusual nature or particular significance, certain transactions qualifying as "special items" are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent, or unusual. However, in certain instances, transactions such as restructuring costs or assets disposals, which are not considered to be representative of the normal course of business, may qualify as special items although they may have occurred in prior years or are likely to occur in following years. (ii) The inventory valuation effect In accordance with IAS 2, TotalEnergies values inventories of petroleum products in its financial statements according to the First-In, First-Out (FIFO) method and other inventories using the weighted-average cost method. Under the FIFO method, the cost of inventory is based on the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on the reported income. Accordingly, the adjusted results of the Refining & Chemicals and Marketing & Services segments are presented according to the replacement cost method. This method is used to assess the segments’ performance and facilitate the comparability of the segments’ performance with those of its main competitors. In the replacement cost method, which approximates the Last-In, First-Out (LIFO) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period rather than the historical value. The inventory valuation effect is the difference between the results under the FIFO and the replacement cost methods. (iii) Effect of changes in fair value The effect of changes in fair value presented as an adjustment item reflects, for trading inventories and storage contracts, differences between internal measures of performance used by TotalEnergies’ Executive Committee and the accounting for these transactions under IFRS. IFRS requires that trading inventories be recorded at their fair value using period-end spot prices. In order to best reflect the management of economic exposure through derivative transactions, internal indicators used to measure performance include valuations of trading inventories based on forward prices. TotalEnergies, in its trading activities, enters into storage contracts, whose future effects are recorded at fair value in TotalEnergies’ internal economic performance. IFRS precludes recognition of this fair value effect. Furthermore, TotalEnergies enters into derivative instruments to risk manage certain operational contracts or assets. Under IFRS, these derivatives are recorded at fair value while the underlying operational transactions are recorded as they occur. Internal indicators defer the fair value on derivatives to match with the transaction occurrence. The adjusted results (adjusted operating income, adjusted net operating income, adjusted net income) are defined as replacement cost results, adjusted for special items, excluding the effect of changes in fair value. Euro amounts presented for the fully adjusted-diluted earnings per share represent dollar amounts converted at the average euro-dollar (€-$) exchange rate for the applicable period and are not the result of financial statements prepared in euros. Cautionary Note to U.S. Investors – The SEC permits oil and gas companies, in their filings with the SEC, to separately disclose proved, probable and possible reserves that a company has determined in accordance with SEC rules. We may use certain terms in this press release, such as “potential reserves” or “resources”, that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the disclosure in the Form 20-F of TotalEnergies SE, File N° 1-10888, available from us at 2, place Jean Millier – Arche Nord Coupole/Regnault - 92078 Paris-La Défense Cedex, France, or at the Company website totalenergies.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s website sec.gov. 24 |
| TotalEnergies financial statements First quarter 2025 consolidated accounts, IFRS 25 |
| CONSOLIDATED STATEMENT OF INCOME TotalEnergies (unaudited) 1 st quarter 4 th quarter 1 st quarter (M$)(a) 2025 2024 2024 Sales 52,254 52,508 56,278 Excise taxes (4,355) (5,393) (4,395) Revenues from sales 47,899 47,115 51,883 Purchases, net of inventory variation (30,855) (30,342) (33,780) Other operating expenses (7,564) (7,219) (7,643) Exploration costs (81) (242) (88) Depreciation, depletion and impairment of tangible assets and mineral interests (2,998) (2,715) (2,942) Other income 247 306 1,758 Other expense (291) (341) (315) Financial interest on debt (725) (786) (708) Financial income and expense from cash & cash equivalents 290 449 472 Cost of net debt (435) (337) (236) Other financial income 318 319 306 Other financial expense (249) (193) (215) Net income (loss) from equity affiliates 663 597 18 Income taxes (2,733) (2,929) (2,942) Consolidated net income 3,921 4,019 5,804 TotalEnergies share 3,851 3,956 5,721 Non-controlling interests 70 63 83 Earnings per share ($) 1.69 1.72 2.42 Fully-diluted earnings per share ($) 1.68 1.70 2.40 (a) Except for per share amounts. 26 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME TotalEnergies (unaudited) 1 st quarter 4 th quarter 1 st quarter (M$) 2025 2024 2024 Consolidated net income 3,921 4,019 5,804 Other comprehensive income Actuarial gains and losses - (3) (2) Change in fair value of investments in equity instruments 12 142 40 Tax effect 1 36 (8) Currency translation adjustment generated by the parent company 2,882 (5,125) (1,506) Items not potentially reclassifiable to profit and loss 2,895 (4,950) (1,476) Currency translation adjustment (2,017) 3,594 1,099 Cash flow hedge (833) 1,732 807 Variation of foreign currency basis spread 15 (13) (15) Share of other comprehensive income of equity affiliates, net amount (100) 76 (76) Other 7 (1) 2 Tax effect 205 (441) (219) Items potentially reclassifiable to profit and loss (2,723) 4,947 1,598 Total other comprehensive income (net amount) 172 (3) 122 Comprehensive income 4,093 4,016 5,926 TotalEnergies share 4,007 4,001 5,870 Non-controlling interests 86 15 56 27 |
| CONSOLIDATED BALANCE SHEET TotalEnergies March 31, 2025 December 31, 2024 March 31, 2024 (M$) (unaudited) (unaudited) (unaudited) ASSETS Non-current assets Intangible assets, net 34,543 34,238 33,193 Property, plant and equipment, net 112,249 109,095 109,462 Equity affiliates : investments and loans 35,687 34,405 31,256 Other investments 1,860 1,665 1,895 Non-current financial assets 2,231 2,305 2,308 Deferred income taxes 3,360 3,202 3,165 Other non-current assets 4,000 4,006 4,328 Total non-current assets 193,930 188,916 185,607 Current assets Inventories, net 19,037 18,868 20,229 Accounts receivable, net 24,882 19,281 24,198 Other current assets 22,423 23,687 20,615 Current financial assets 6,237 6,914 6,319 Cash and cash equivalents 22,837 25,844 25,640 Assets classified as held for sale 1,711 1,977 525 Total current assets 97,127 96,571 97,526 Total assets 291,057 285,487 283,133 LIABILITIES & SHAREHOLDERS' EQUITY Shareholders' equity Common shares 7,231 7,577 7,548 Paid-in surplus and retained earnings 128,787 135,496 129,937 Currency translation adjustment (14,508) (15,259) (14,167) Treasury shares (3,554) (9,956) (4,909) Total shareholders' equity - TotalEnergies Share 117,956 117,858 118,409 Non-controlling interests 2,465 2,397 2,734 Total shareholders' equity 120,421 120,255 121,143 Non-current liabilities Deferred income taxes 12,621 12,114 11,878 Employee benefits 1,824 1,753 1,941 Provisions and other non-current liabilities 19,872 19,872 20,961 Non-current financial debt 45,858 43,533 38,053 Total non-current liabilities 80,175 77,272 72,833 Current liabilities Accounts payable 42,554 39,932 37,647 Other creditors and accrued liabilities 32,505 35,961 32,949 Current borrowings 13,134 10,024 17,973 Other current financial liabilities 897 664 481 Liabilities directly associated with the assets classified as held for sale 1,371 1,379 107 Total current liabilities 90,461 87,960 89,157 Total liabilities & shareholders' equity 291,057 285,487 283,133 28 |
| CONSOLIDATED STATEMENT OF CASH FLOW TotalEnergies (unaudited) 1 st quarter 4 th quarter 1 st quarter (M$) 2025 2024 2024 CASH FLOW FROM OPERATING ACTIVITIES Consolidated net income 3,921 4,019 5,804 Depreciation, depletion, amortization and impairment 3,086 2,971 3,036 Non-current liabilities, valuation allowances and deferred taxes 209 44 292 (Gains) losses on disposals of assets 25 (66) (1,610) Undistributed affiliates' equity earnings (423) 99 288 (Increase) decrease in working capital (4,232) 5,201 (5,686) Other changes, net (23) 239 45 Cash flow from operating activities 2,563 12,507 2,169 CASH FLOW USED IN INVESTING ACTIVITIES Intangible assets and property, plant and equipment additions (4,222) (3,680) (3,420) Acquisitions of subsidiaries, net of cash acquired (232) (932) (759) Investments in equity affiliates and other securities (311) (313) (488) Increase in non-current loans (568) (658) (538) Total expenditures (5,333) (5,583) (5,205) Proceeds from disposals of intangible assets and property, plant and equipment 301 314 337 Proceeds from disposals of subsidiaries, net of cash sold 117 654 1,218 Proceeds from disposals of non-current investments 1 220 34 Repayment of non-current loans 109 650 149 Total divestments 528 1,838 1,738 Cash flow used in investing activities (4,805) (3,745) (3,467) CASH FLOW FROM FINANCING ACTIVITIES Issuance (repayment) of shares: - Parent company shareholders - - - - Treasury shares (2,152) (1,977) (2,006) Dividends paid: - Parent company shareholders (1,851) (1,998) (1,903) - Non-controlling interests (139) (18) (6) Net issuance (repayment) of perpetual subordinated notes (1,139) 1,165 - Payments on perpetual subordinated notes (128) (82) (159) Other transactions with non-controlling interests (20) (17) (17) Net issuance (repayment) of non-current debt 3,431 91 42 Increase (decrease) in current borrowings 150 (4,136) 3,536 Increase (decrease) in current financial assets and liabilities 718 (965) 271 Cash flow from / (used in) financing activities (1,130) (7,937) (242) Net increase (decrease) in cash and cash equivalents (3,372) 825 (1,540) Effect of exchange rates 365 (653) (83) Cash and cash equivalents at the beginning of the period 25,844 25,672 27,263 Cash and cash equivalents at the end of the period 22,837 25,844 25,640 29 |
| CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY TotalEnergies (unaudited) Common shares issued Paid-in surplus and retained earnings Currency translation adjustment Treasury shares Shareholders' equity - TotalEnergies Share Non-controlling interests Total shareholders' equity (M$) Number Amount Number Amount As of January 1, 2024 2,412,251,835 7,616 126,857 (13,701) (60,543,213) (4,019) 116,753 2,700 119,453 Net income of the first quarter 2024 - - 5,721 - - - 5,721 83 5,804 Other comprehensive income - - 614 (465) - - 149 (27) 122 Comprehensive Income - - 6,335 (465) - - 5,870 56 5,926 Dividend - - - - - - - (6) (6) Issuance of common shares - - - - - - - - - Purchase of treasury shares - - - - (30,581,230) (2,556) (2,556) - (2,556) Sale of treasury shares(a) - - - - 2,957 - - - - Share-based payments - - 59 - - - 59 - 59 Share cancellation (25,405,361) (68) (1,597) - 25,405,361 1,665 - - - Net issuance (repayment) of perpetual subordinated notes - - (1,679) - - - (1,679) - (1,679) Payments on perpetual subordinated notes - - (71) - - - (71) - (71) Other operations with non-controlling interests - - - - - - - (17) (17) Other items - - 33 (1) - 1 33 1 34 As of March 31, 2024 2,386,846,474 7,548 129,937 (14,167) (65,716,125) (4,909) 118,409 2,734 121,143 Net income from April 1 to December 31, 2024 - - 10,037 - - - 10,037 190 10,227 Other comprehensive income - - 1,822 (1,093) - - 729 (17) 712 Comprehensive Income - - 11,859 (1,093) - - 10,766 173 10,939 Dividend - - (7,756) - - - (7,756) (449) (8,205) Issuance of common shares 10,833,187 29 492 - - - 521 - 521 Purchase of treasury shares - - - - (89,882,002) (5,439) (5,439) - (5,439) Sale of treasury shares(a) - - (395) - 6,068,309 395 - - - Share-based payments - - 497 - - - 497 - 497 Share cancellation - - 2 - - (2) - - - Net issuance (repayment) of perpetual subordinated notes - - 1,103 - - - 1,103 - 1,103 Payments on perpetual subordinated notes - - (201) - - - (201) - (201) Other operations with non-controlling interests - - - - - - - (50) (50) Other items - - (42) 1 - (1) (42) (11) (53) As of December 31, 2024 2,397,679,661 7,577 135,496 (15,259) (149,529,818) (9,956) 117,858 2,397 120,255 Net income of the first quarter 2025 - - 3,851 - - - 3,851 70 3,921 Other comprehensive income - - (595) 751 - - 156 16 172 Comprehensive Income - - 3,256 751 - - 4,007 86 4,093 Dividend - - - - - - - (5) (5) Issuance of common shares - - - - - - - - - Purchase of treasury shares - - - - (33,770,546) (2,633) (2,633) - (2,633) Sale of treasury shares(a) - - (413) - 6,209,016 413 - - - Share-based payments - - 112 - - - 112 - 112 Share cancellation (127,622,460) (346) (8,395) - 127,622,460 8,622 (119) - (119) Net issuance (repayment) of perpetual subordinated notes - - (1,219) - - - (1,219) - (1,219) Payments on perpetual subordinated notes - - (77) - - - (77) - (77) Other operations with non-controlling interests - - - - - - - (20) (20) Other items - - 27 - - - 27 7 34 As of March 31, 2025 2,270,057,201 7,231 128,787 (14,508) (49,468,888) (3,554) 117,956 2,465 120,421 (a)Treasury shares related to the performance share grants. 30 |
| INFORMATION BY BUSINESS SEGMENT TotalEnergies (unaudited) 1 st quarter 2025 Exploration & Production Integrated LNG Integrated Power Refining & Chemicals Marketing & Services Corporate Intercompany Total (M$) External sales 1,569 3,088 5,967 22,627 19,001 2 - 52,254 Intersegment sales 8,727 3,252 684 6,811 156 25 (19,655) - Excise taxes - - - (112) (4,243) - - (4,355) Revenues from sales 10,296 6,340 6,651 29,326 14,914 27 (19,655) 47,899 Operating expenses (3,800) (4,956) (6,185) (28,648) (14,374) (192) 19,655 (38,500) Depreciation, depletion and impairment of tangible assets and mineral interests (1,950) (391) (75) (339) (217) (26) - (2,998) Net income (loss) from equity affiliates and other items 133 565 44 (8) (10) (36) - 688 Tax on net operating income (2,328) (275) (73) (83) (98) 74 - (2,783) Adjustments (a) (100) (11) (144) (53) (25) (22) - (355) Adjusted net operating income 2,451 1,294 506 301 240 (131) - 4,661 Adjustments (a) (355) Net cost of net debt (385) Non-controlling interests (70) Net income - TotalEnergies share 3,851 (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. 1 st quarter 2025 Exploration & Production Integrated LNG Integrated Power Refining & Chemicals Marketing & Services Corporate Intercompany Total (M$) Total expenditures 3,047 902 936 242 172 34 - 5,333 Total divestments 358 10 58 6 97 (1) - 528 Cash flow from operating activities 3,266 1,743 (399) (1,983) 568 (632) - 2,563 31 |
| INFORMATION BY BUSINESS SEGMENT TotalEnergies (unaudited) 4 th quarter 2024 Exploration & Production Integrated LNG Integrated Power Refining & Chemicals Marketing & Services Corporate Intercompany Total (M$) External sales 1,496 2,890 6,137 21,540 20,440 5 - 52,508 Intersegment sales 9,382 2,968 765 7,207 168 70 (20,560) - Excise taxes - - - (193) (5,200) - - (5,393) Revenues from sales 10,878 5,858 6,902 28,554 15,408 75 (20,560) 47,115 Operating expenses (4,754) (4,431) (6,536) (27,616) (14,772) (254) 20,560 (37,803) Depreciation, depletion and impairment of tangible assets and mineral interests (1,853) (326) (28) (250) (227) (31) - (2,715) Net income (loss) from equity affiliates and other items 40 548 26 (90) 90 74 - 688 Tax on net operating income (2,163) (288) (70) (139) (215) (60) - (2,935) Adjustments (a) (157) (71) (281) 141 (78) (23) - (469) Adjusted net operating income 2,305 1,432 575 318 362 (173) - 4,819 Adjustments (a) (469) Net cost of net debt (331) Non-controlling interests (63) Net income - TotalEnergies share 3,956 (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. 4 th quarter 2024 Exploration & Production Integrated LNG Integrated Power Refining & Chemicals Marketing & Services Corporate Intercompany Total (M$) Total expenditures 1,983 1,904 529 630 458 79 - 5,583 Total divestments 295 247 1,038 132 106 20 - 1,838 Cash flow from operating activities 4,500 2,214 1,201 3,832 778 (18) - 12,507 32 |
| INFORMATION BY BUSINESS SEGMENT TotalEnergies (unaudited) 1 st quarter 2024 Exploration & Production Integrated LNG Integrated Power Refining & Chemicals Marketing & Services Corporate Intercompany Total (M$) External sales 1,318 2,659 7,082 24,533 20,671 15 - 56,278 Intersegment sales 9,735 3,495 790 8,143 269 63 (22,495) - Excise taxes - - - (170) (4,225) - - (4,395) Revenues from sales 11,053 6,154 7,872 32,506 16,715 78 (22,495) 51,883 Operating expenses (4,444) (4,784) (7,565) (30,888) (16,096) (229) 22,495 (41,511) Depreciation, depletion and impairment of tangible assets and mineral interests (1,917) (321) (97) (376) (206) (25) - (2,942) Net income (loss) from equity affiliates and other items 97 495 (615) 68 1,480 27 - 1,552 Tax on net operating income (2,261) (284) (40) (255) (108) 55 - (2,893) Adjustments (a) (22) 38 (1,056) 93 1,530 (4) - 579 Adjusted net operating income 2,550 1,222 611 962 255 (90) - 5,510 Adjustments (a) 579 Net cost of net debt (285) Non-controlling interests (83) Net income - TotalEnergies share 5,721 (a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value. The management of balance sheet positions (including margin calls) related to centralized markets access for LNG, gas and power activities has been fully included in the Integrated LNG segment. Effects of changes in the fair value of gas and LNG positions are allocated to the operating income of Integrated LNG segment. Effects of changes in the fair value of power positions are allocated to the operating income of Integrated Power segment. 1 st quarter 2024 Exploration & Production Integrated LNG Integrated Power Refining & Chemicals Marketing & Services Corporate Intercompany Total (M$) Total expenditures 2,294 565 1,739 435 144 28 - 5,205 Total divestments 306 50 62 38 1,281 1 - 1,738 Cash flow from operating activities 3,590 1,710 (249) (2,129) (108) (645) - 2,169 33 |
| Non GAAP Financial Measures 34 |
| Alternative Performance Measures (Non-GAAP) TotalEnergies (unaudited) 1. Reconciliation of cash flow used in investing activities to Net investments 1.1 Exploration & Production (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow used in investing activities ( a ) 2,689 1,688 1,988 35% Other transactions with non-controlling interests ( b ) - - - ns Organic loan repayment from equity affiliates ( c ) - - - ns Change in debt from renewable projects financing ( d ) * - - - ns Capex linked to capitalized leasing contracts ( e ) 109 138 90 21% Expenditures related to carbon credits ( f ) 2 20 (1) ns Net investments ( a + b + c + d + e + f = g - i + h ) 2,800 1,846 2,077 35% of which net acquisitions of assets sales ( g - i ) 116 (258) 36 x3.2 Acquisitions ( g ) 445 11 327 36% Assets sales ( i ) 329 269 291 13% Change in debt from renewable projects (partner share) - - - ns of which organic investments ( h ) 2,684 2,104 2,041 32% Capitalized exploration 109 119 136 -20% Increase in non-current loans 82 41 42 95% Repayment of non-current loans, excluding organic loan repayment from equity affiliates (29) (26) (15) ns Change in debt from renewable projects (TotalEnergies share) - - - ns *Change in debt from renewable projects (TotalEnergies share and partner share) 1.2 Integrated LNG (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow used in investing activities ( a ) 892 1,657 515 73% Other transactions with non-controlling interests ( b ) - - - ns Organic loan repayment from equity affiliates ( c ) 1 - 1 ns Change in debt from renewable projects financing ( d ) * - - - ns Capex linked to capitalized leasing contracts ( e ) (1) 13 12 ns Expenditures related to carbon credits ( f ) - - - ns Net investments ( a + b + c + d + e + f = g - i + h ) 892 1,670 528 69% of which net acquisitions of assets sales ( g - i ) 140 1,116 (12) ns Acquisitions ( g ) 144 1,149 - ns Assets sales ( i ) 4 33 12 -67% Change in debt from renewable projects (partner share) - - - ns of which organic investments ( h ) 752 554 540 39% Capitalized exploration 2 3 9 -78% Increase in non-current loans 182 269 173 5% Repayment of non-current loans, excluding organic loan repayment from equity affiliates (5) (214) (37) ns Change in debt from renewable projects (TotalEnergies share) - - - ns *Change in debt from renewable projects (TotalEnergies share and partner share) 35 |
| Alternative Performance Measures (Non-GAAP) TotalEnergies (unaudited) 1.3 Integrated Power (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow used in investing activities ( a ) 878 (509) 1,677 -48% Other transactions with non-controlling interests ( b ) - - - ns Organic loan repayment from equity affiliates ( c ) 5 7 - ns Change in debt from renewable projects financing ( d ) * - (52) - ns Capex linked to capitalized leasing contracts ( e ) - 1 1 -100% Expenditures related to carbon credits ( f ) - - - ns Net investments ( a + b + c + d + e + f = g - i + h ) 883 (553) 1,678 -47% of which net acquisitions of assets sales ( g - i ) 238 (662) 735 -68% Acquisitions ( g ) 245 72 736 -67% Assets sales ( i ) 7 734 1 x7 Change in debt from renewable projects (partner share) - 26 - ns of which organic investments ( h ) 645 109 943 -32% Capitalized exploration - - - ns Increase in non-current loans 268 300 305 -12% Repayment of non-current loans, excluding organic loan repayment from equity affiliates (46) (323) (61) ns Change in debt from renewable projects (TotalEnergies share) - (26) - ns *Change in debt from renewable projects (TotalEnergies share and partner share) 1.4 Refining & Chemicals (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow used in investing activities ( a ) 236 498 397 -41% Other transactions with non-controlling interests ( b ) - - - ns Organic loan repayment from equity affiliates ( c ) - (9) 2 -100% Change in debt from renewable projects financing ( d ) * - - - ns Capex linked to capitalized leasing contracts ( e ) - - - ns Expenditures related to carbon credits ( f ) - - - ns Net investments ( a + b + c + d + e + f = g - i + h ) 236 489 399 -41% of which net acquisitions of assets sales ( g - i ) - (92) (20) -100% Acquisitions ( g ) - - 9 -100% Assets sales ( i ) - 92 29 -100% Change in debt from renewable projects (partner share) - - - ns of which organic investments ( h ) 236 581 419 -44% Capitalized exploration - - - ns Increase in non-current loans 10 1 7 43% Repayment of non-current loans, excluding organic loan repayment from equity affiliates (6) (16) (7) ns Change in debt from renewable projects (TotalEnergies share) - - - ns *Change in debt from renewable projects (TotalEnergies share and partner share) 36 |
| Alternative Performance Measures (Non-GAAP) TotalEnergies (unaudited) 1.5 Marketing & Services (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow used in investing activities ( a ) 75 352 (1,137) ns Other transactions with non-controlling interests ( b ) - - - ns Organic loan repayment from equity affiliates ( c ) - - - ns Change in debt from renewable projects financing ( d ) * - - - ns Capex linked to capitalized leasing contracts ( e ) - - - ns Expenditures related to carbon credits ( f ) - - - ns Net investments ( a + b + c + d + e + f = g - i + h ) 75 352 (1,137) ns of which net acquisitions of assets sales ( g - i ) (75) (80) (1,238) ns Acquisitions ( g ) 2 1 2 ns Assets sales ( i ) 77 81 1,240 -94% Change in debt from renewable projects (partner share) - - - ns of which organic investments ( h ) 150 432 101 49% Capitalized exploration - - - ns Increase in non-current loans 18 19 11 64% Repayment of non-current loans, excluding organic loan repayment from equity affiliates (17) (20) (26) ns Change in debt from renewable projects (TotalEnergies share) - - - ns *Change in debt from renewable projects (TotalEnergies share and partner share) 2. Reconciliation of cash flow from operating activities to CFFO 2.1 Exploration & Production (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow from operating activities ( a ) 3,266 4,500 3,590 -9% (Increase) decrease in working capital ( b ) (1,025) 555 (888) ns Inventory effect ( c ) - - - ns Capital gain from renewable project sales ( d ) - - - ns Organic loan repayments from equity affiliates ( e ) - - - ns Cash flow from operations excluding working capital (CFFO) ( f = a - b - c + d + e ) 4,291 3,945 4,478 -4% 37 |
| Alternative Performance Measures (Non-GAAP) TotalEnergies (unaudited) 2.2 Integrated LNG (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow from operating activities ( a ) 1,743 2,214 1,710 2% (Increase) decrease in working capital ( b ) * 495 767 363 36% Inventory effect ( c ) - - - ns Capital gain from renewable project sales ( d ) - - - ns Organic loan repayments from equity affiliates ( e ) 1 - 1 ns Cash flow from operations excluding working capital (CFFO) ( f = a - b - c + d + e ) 1,249 1,447 1,348 -7% *Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG and Integrated Power sectors’ contracts. 2.3 Integrated Power (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow from operating activities ( a ) (399) 1,201 (249) ns (Increase) decrease in working capital ( b ) * (991) 604 (941) ns Inventory effect ( c ) - - - ns Capital gain from renewable project sales ( d ) - - - ns Organic loan repayments from equity affiliates ( e ) 5 7 - ns Cash flow from operations excluding working capital (CFFO) ( f = a - b - c + d + e ) 597 604 692 -14% *Changes in working capital are presented excluding the mark-to-market effect of Integrated LNG and Integrated Power sectors’ contracts. 38 |
| Alternative Performance Measures (Non-GAAP) TotalEnergies (unaudited) 2.4 Refining & Chemicals (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow from operating activities ( a ) (1,983) 3,832 (2,129) ns (Increase) decrease in working capital ( b ) (2,543) 2,758 (3,526) ns Inventory effect ( c ) (73) 243 108 ns Capital gain from renewable project sales ( d ) - - - ns Organic loan repayments from equity affiliates ( e ) - (9) 2 -100% Cash flow from operations excluding working capital (CFFO) ( f = a - b - c + d + e ) 633 822 1,291 -51% 2.5 Marketing & Services (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter1 st quarter 2025 vs 2025 2024 2024 1 st quarter 2024 Cash flow from operating activities ( a ) 568 778 (108) ns (Increase) decrease in working capital ( b ) 118 205 (604) ns Inventory effect ( c ) (34) 39 17 ns Capital gain from renewable project sales ( d ) - - - ns Organic loan repayments from equity affiliates ( e ) - - - ns Cash flow from operations excluding working capital (CFFO) ( f = a - b - c + d + e ) 484 534 479 1% 39 |
| Alternative Performance Measures (Non-GAAP) TotalEnergies (unaudited) 3. Reconciliation of capital employed (balance sheet) and calculation of ROACE (In millions of dollars) Exploration & Production Integrated LNG Integrated Power Refining & Chemicals Marketing & Services Corporate InterCompa ny Company Adjusted net operating income 1 st quarter 2025 2,451 1,294 506 301 240 (131) - 4,661 Adjusted net operating income 4 th quarter 2024 2,305 1,432 575 318 362 (173) - 4,819 Adjusted net operating income 3 rd quarter 2024 2,482 1,063 485 241 364 (76) - 4,559 Adjusted net operating income 2 nd quarter 2024 2,667 1,152 502 639 379 (253) - 5,086 Adjusted net operating income ( a ) 9,905 4,941 2,068 1,499 1,345 (633) - 19,125 Balance sheet as of march 31, 2025 Property plant and equipment intangible assets net 84,198 29,006 13,997 12,203 6,716 672 - 146,792 Investments & loans in equity affiliates 4,181 16,501 9,988 3,967 1,050 - - 35,687 Other non-current assets 3,668 2,140 1,500 659 1,030 223 - 9,220 Inventories, net 1,653 996 568 12,521 3,299 - - 19,037 Accounts receivable, net 5,753 9,845 6,635 21,697 8,307 1,149 (28,504) 24,882 Other current assets 7,634 7,788 4,295 2,371 2,687 4,043 (6,395) 22,423 Accounts payable (6,612) (10,862) (7,559) (35,562) (9,514) (808) 28,363 (42,554) Other creditors and accrued liabilities (10,737) (8,054) (3,988) (4,983) (5,475) (5,804) 6,536 (32,505) Working capital (2,309) (287) (49) (3,956) (696) (1,420) - (8,717) Provisions and other non-current liabilities (24,645) (4,362) (1,697) (3,377) (1,146) 910 - (34,317) Assets and liabilities classified as held for sale - Capital employed 304 - 1 - 85 - - 390 Capital Employed (Balance sheet) 65,397 42,998 23,740 9,496 7,039 385 - 149,055 Less inventory valuation effect - - - (1,092) (199) - - (1,291) Capital Employed at replacement cost ( b ) 65,397 42,998 23,740 8,404 6,840 385 - 147,764 Balance sheet as of march 31, 2024 Property plant and equipment intangible assets net 84,713 25,054 13,626 12,089 6,508 665 - 142,655 Investments & loans in equity affiliates 2,889 14,387 8,831 4,142 1,007 - - 31,256 Other non-current assets 3,626 2,500 1,280 715 1,236 31 - 9,388 Inventories, net 1,428 1,010 657 13,390 3,744 - - 20,229 Accounts receivable, net 6,329 8,061 6,819 20,658 9,822 983 (28,474) 24,198 Other current assets 6,404 8,918 5,939 2,674 3,288 5,024 (11,632) 20,615 Accounts payable (6,347) (9,053) (6,565) (32,774) (10,361) (874) 28,327 (37,647) Other creditors and accrued liabilities (9,053) (10,425) (6,071) (6,449) (5,656) (7,074) 11,779 (32,949) Working capital (1,239) (1,489) 779 (2,501) 837 (1,941) - (5,554) Provisions and other non-current liabilities (25,021) (3,774) (1,902) (3,678) (1,235) 830 - (34,780) Assets and liabilities classified as held for sale - Capital employed - - 276 131 - - - 407 Capital Employed (Balance sheet) 64,968 36,678 22,890 10,898 8,353 (415) - 143,372 Less inventory valuation effect - - - (1,538) (340) - - (1,878) Capital Employed at replacement cost ( c ) 64,968 36,678 22,890 9,360 8,013 (415) - 141,494 ROACE as a percentage ( a / average ( b + c )) 15.2% 12.4% 8.9% 16.9% 18.1% - - 13.2% 40 |
| Alternative Performance Measures (Non-GAAP) TotalEnergies (unaudited) 4. Reconciliation of consolidated net income to adjusted net operating income (in millions of dollars) 1 st quarter 4 th quarter 1 st quarter 2025 2024 2024 Consolidated net income ( a ) 3,921 4,019 5,804 Net cost of net debt ( b ) (385) (331) (285) Special items affecting net operating income (122) (425) 792 Gain (loss) on asset sales - (25) 1,507 Restructuring charges - (6) - Impairments - (227) (644) Other (122) (167) (71) After-tax inventory effect: FIFO vs. replacement cost (78) 209 107 Effect of changes in fair value (155) (253) (320) Total adjustments affecting net operating income ( c ) (355) (469) 579 Adjusted net operating income ( a - b - c ) 4,661 4,819 5,510 41 |
Exhibit 99.11
 |
PRESS RELEASE |
TotalEnergies confirms the first interim dividend
of €0.85/share for fiscal year 2025,
an increase of 7.6% compared to 2024
Paris, 30th April 2025 - The Board of Directors meeting on April 29, 2025 under the chairmanship of Mr. Patrick Pouyanné, Chairman and Chief Executive Officer, decided the distribution of a first interim dividend of 0.85 €/share for fiscal year 2025, an increase of 7.6% compared to the three interim dividends paid for fiscal year 2024 and identical to the final ordinary dividend for fiscal year 2024. This increase is in line with the shareholder return policy announced by the Board of Directors in February 2025.
This interim dividend will be paid in cash exclusively, according to the following timetable:
| Shareholders | ADS holders | ||||
| Ex-dividend date | October 1, 2025 | September 30, 2025 | |||
| Payment date | October 3, 2025 | October 22, 2025 | |||
_ _ _ _
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 1 47 44 46 46 l ir@totalenergies.com
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@TotalEnergies | |
TotalEnergies | |
TotalEnergies | |
TotalEnergies |
Disclaimer:
The terms “TotalEnergies”, “TotalEnergies company” and “Company” in this document are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities.
This document may contain forward-looking statements (including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995), notably with respect to the financial condition, results of operations, business activities and strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of TotalEnergies, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “will”, “should”, “could”, “would”, “may”, “likely”, “might”, “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by TotalEnergies as of the date of this document.
These forward-looking statements are not historical data and should not be interpreted as assurances that the perspectives, objectives, or goals announced will be achieved. They may prove to be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initially estimated, due to the uncertainties notably related to the economic, financial,
competitive and regulatory environment, or due to the occurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and price of petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operating efficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environment and climate, currency fluctuations, technological innovations, meteorological conditions and events, as well as socio-demographic, economic and political developments, changes in market conditions, loss of market share and changes in consumer preferences, or pandemics such as the COVID-19 pandemic. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.
Readers are cautioned not to consider forward-looking statements as accurate, but as an expression of the Company’s views only as of the date this document is published. TotalEnergies SE and its subsidiaries have no obligation, make no commitment and expressly disclaim any responsibility to investors or any stakeholder to update or revise, particularly as a result of new information or future events, any forward-looking information or statement, objectives or trends contained in this document. In addition, the Company has not verified, and is under no obligation to verify any third-party data contained in this document or used in the estimates and assumptions or, more generally, forward-looking statements published in this document. The information on risk factors that could have a significant adverse effect on TotalEnergies’ business, financial condition, including its operating income and cash flow, reputation, outlook or the value of financial instruments issued by TotalEnergies is provided in the most recent version of the Universal Registration Document which is filed by TotalEnergies SE with the French Autorité des Marchés Financiers and the annual report on Form 20-F filed with the United States Securities and Exchange Commission (“SEC”).
Cautionary Note to U.S. Investors – U.S. investors are urged to consider closely the disclosure in the Form 20-F of TotalEnergies SE, File N° 1-10888, available from us at 2, place Jean Millier – Arche Nord Coupole/Regnault - 92078 Paris-La Défense Cedex, France, or at the Company website totalenergies.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s website sec.gov.
Exhibit 99.12
 |
PRESS RELEASE |
Capital increase reserved for employees of
TotalEnergies in 2025
Paris, April 30, 2025 - In accordance with its policy in favor of employee shareholding, TotalEnergies SE (the “Corporation”) is implementing its annual capital increase reserved for employees and former employees of the TotalEnergies company (the “Company”). Through this operation, TotalEnergies SE intends to continue involving its employees in the Company’s growth. Employee shareholders, within the meaning of Article L. 225-102 of the French Commercial Code and article 11 par. 6 of the Articles of Association of TotalEnergies SE, held 8.4% of TotalEnergies SE’s share capital as of March 31, 2025.
The twenty-second resolution of the Shareholders’ Meeting held on May 24, 2024 granted the Board of Directors (the “Board”) the authority to decide, within a maximum period of 26 months, to carry out one or more capital increases of ordinary shares without preferential subscription rights, not to exceed 1.5% of the share capital at the date of the Board meeting deciding on the operation and reserved to members of a savings plan pursuant to the provisions of Articles L. 225-129 et seq., L. 225-138 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 to L. 3332-9 and L. 3332-18 to L. 3332-24 of the French Labor Code.
The Board, pursuant to the above-mentioned authorization, decided during its meeting on October 30, 2024, to carry out, in 2025, a new share capital increase reserved for employees and former employees of the Company pursuant to the following conditions:
' Maximum number of shares to be offered and total amount of the offer: 18 million shares with a nominal value of €2.50 each, representing a total nominal amount of €45 million, which is the equivalent of 0.75% of the share capital as of the date of the Board’s decision.
' Description of the newly issued shares: same category as existing TotalEnergies shares with immediate dividend rights. The rights attached to the newly issued shares are the same as the rights attached to the existing shares of the Corporation, and are described in the Articles of Association of TotalEnergies SE.
' Listing of the newly issued shares on Euronext: on the same line as existing TotalEnergies shares (ISIN code FR0000120271), from their issuance. American Depositary Receipts admitted to trading on the New York Stock Exchange may be issued in exchange for the new shares.
' Share subscription price: equal to price corresponding to the average of the closing prices of the TotalEnergies shares on Euronext over the 20 trading sessions preceding the date of the decision setting the opening date for the subscription period, reduced by a 20% discount, and rounded off to the highest tenth of a euro. The subscription price will be definitively fixed before the beginning of the subscription period.
By delegation of the Board of directors, the Chairman and CEO, on April 29, 2025:
y" confirmed the subscription period as follows:
- opening on May 2, 2025
- closing on May 15, 2025 (included)
y" fixed the subscription price to 42.50 € per share, corresponding to the arithmetic average of the closing prices of the TotalEnergies shares on Euronext Paris over the 20 trading sessions preceding April 29, 2025, reduced by a 20% discount, and rounded off to the highest tenth of a euro.
Please refer to the appendix to this press release for further information on this operation.
_ _ _ _
About TotalEnergies
TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.
TotalEnergies Contacts
Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com l @TotalEnergiesPR
Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com
|
@TotalEnergies | |
TotalEnergies | |
TotalEnergies | |
TotalEnergies |
Cautionary Note
The program, reserved to eligible employees and retirees of the Company, will be implemented in France as well as in certain foreign countries, including the United States, where the shares offered in the United States will be registered with the Securities and Exchange Commission (SEC). Shares and FCPE units offered outside the United States will not be registered with the SEC. In particular, the units of the below-mentioned FCPEs cannot be offered or sold in the United States directly or indirectly (or in its territories or possessions), or for the benefit of a "U.S. Person", as defined in American regulations. Persons wishing to subscribe to units in these FCPEs, will have to certify, when subscribing, that they are not "U.S. Persons". The definition of "U.S. Person" is available on the FCPE Management Company's website (www.amundi.com).
This press release is produced for information purposes only and does not constitute an offer for the sale or the subscription of securities. Moreover, this press release should not be distributed in the countries where the offering remains subject to approval of the local authorities.
The offer will be issued only in the countries where the local administrative and regulatory procedures have been implemented (in particular, the registration procedures, notification, granting of authorizations and/or applicable exemptions and the information or the consultation of the representatives of the employees).
This press release represents the document required to qualify for the exemption from the requirement to publish a prospectus as defined in Articles 1 4°i) and 5°h) of the Regulation (UE) 2017/1129 of June 14, 2017.
APPENDIX TO THE PRESS RELEASE ON APRIL 30, 2025
ISSUER: TotalEnergies SE
Information related to TotalEnergies SE is available on its website (www.totalenergies.com) and more specifically in its 2024 Universal Registration Document, the French version of which was filed with the Autorité des marchés financiers (“AMF”) on March 31, 2025 under the registration number D. 25-0203 and is also available free of charge at the head office of TotalEnergies SE.
SCOPE OF THE RESERVED OFFERING: CORPORATIONS AND BENEFICIARIES
Approximately 115,000 beneficiaries are eligible to participate in the 2025 capital increase. Subject to compliance with regulations and required administrative approvals being obtained in the different countries, this capital increase will be reserved to employees and former employees of the Corporation and its French and non-French subsidiaries, the capital or voting rights of which, as of the opening date for the subscription period, are directly or indirectly held at more than 50% by TotalEnergies SE (the “Subsidiaries”), members of the PEG-A:
- employees of TotalEnergies SE and its Subsidiaries:
| · | who have at least 3 months of employment with the Company as of the last day of the subscription period; and |
- former employees of TotalEnergies SE or the Subsidiaries, if they:
| · | have left the Company due to retirement or early retirement; |
| · | had made at least one payment in the PEG-A before termination of their employment; |
| · | still have assets invested in the PEG-A, and, thus, are members of the plan. |
MATCHING CONTRIBUTION
Employees subscribing to the offering will benefit from a matching contribution in the form of a free allotment of additional shares, determined based on the amount of the personal contribution and within the limits of ten free shares per employee and within the maximum amount of the offering set by the Board at its meeting on October 30, 2024.
SUBSCRIPTION TERMS AND CONDITIONS
The beneficiaries will have the opportunity to subscribe via employee shareholding funds (“FCPEs”) created for the needs of this offering and which have been approved by the AMF. In the countries where this option is not available the shares will be directly subscribed.
Voting rights attached to the shares subscribed through an FCPE will be exercised by the Supervisory Board of such FCPE. With respect to the shares subscribed directly by employees, the voting rights will be exercised by the subscribers individually.
MAXIMUM SUBSCRIPTION
Pursuant to Article L. 3332-10 of the French Labor Code, the amount of the payments made each year by an employee as part of a savings plan (excluding matching contribution and profit-sharing schemes, i.e., intéressement and participation) cannot exceed one quarter of the employee’s gross annual salary.
LOCK-UP PERIOD FOR THE UNITS OR SHARES
Pursuant to Article L. 3332-25 of the French Labor Code, shares or FCPE units subscribed in this offering must be held during a lock-up period of five years, except for certain early release cases provided for by Articles L. 3324-10 et R. 3324-22 of the French Labor Code. For beneficiaries who are not French tax residents, the list of early release cases may be adapted due to legal provisions applicable locally.
RULE FOR REDUCTION OF SUBSCRIPTION REQUESTS
The capital increase will be fulfilled by the total number of shares subscribed directly by employees and via the FCPEs. If the total number of subscribed shares exceeds the maximum number of shares offered by the Board of Directors at its meeting on October 30, 2024 (18
million shares, including shares allotted as an immediate employer contribution), the subscriptions will be cut back in the following manner:
| - | all subscription undertakings will be fully honored up to the subscription average, defined as the quotient between the maximum number of shares offered by the Board and the number of subscribers, |
| - | subscriptions undertakings that exceed the subscription average will be fulfilled in proportion to the number of subscription undertakings not yet fulfilled with the reduction being made as follows: |
| · | the reduction will be carried out on a pro rata basis according to the subscription undertakings; and |
| · | the reduction will be carried out first on the portion of the offer paid with salary advance then, when applicable, on the portion paid with profit-sharing schemes and then on the portion paid in cash. |