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6-K

TotalEnergies SE (TTE)

6-K 2022-02-10 For: 2022-02-10
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Added on April 07, 2026

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

February 10, 2022

Commission File Number 001-10888

TotalEnergies SE

(Translation of registrant’s name intoEnglish)

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  o

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):  o

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):  o

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

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NOS. 333-255641, 333-255641-01, 333-255641-02 AND 333-255641-03) OF TOTALENERGIES SE, TOTALENERGIES CAPITAL INTERNATIONAL, TOTALENERGIES CAPITAL CANADA LTD. AND TOTALENERGIES CAPITAL AND THE REGISTRATION STATEMENT ON FORM S-8 (NO. 333-255455) OF TOTALENERGIES SE, AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

TotalEnergies SE is providing on this Form 6-K its results for the fourth quarter 2021 and the year ended December 31, 2021, a description of certain recent developments relating to its business, as well as a capitalization table as of December 31, 2021.

EXHIBIT INDEX

Exhibit No. Description
Exhibit 99.1 Results for the Fourth Quarter 2021 and the Year Ended December 31, 2021
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Exhibit 99.2 Recent Developments
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Exhibit 99.3 Capitalization and Indebtedness
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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: February 10, 2022 By: /s/ MARIE-SOPHIE WOLKENSTEIN
Name: Marie-Sophie Wolkenstein
Title: Company Treasurer

Exhibit 99.1

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The financial information on pages 1-20 of this exhibit concerning TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE (collectively, “TotalEnergies”) with respect to the fourth quarter 2021 and year ended December 31, 2021 has been derived from TotalEnergies’ unaudited consolidated balance sheets as of December 31, 2021, unaudited statements of income, comprehensive income, cash flow and business segment information for the fourth quarter 2021 and year ended December 31, 2021 and unaudited consolidated statements of changes in shareholders’ equity for the year ended December 31, 2021 on pages 22 et seq. of this exhibit.

The following discussion should be read in conjunction with the aforementioned financial statements and with the information, including TotalEnergies’ audited consolidated financial statements and related notes, provided in TotalEnergies’ Annual Report on Form 20-F for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021.

A. KEY FIGURES
4Q21 4Q21 in millions of dollars 2021
--- --- --- --- --- --- --- --- --- ---
vs vs (except earnings per share and number of vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 shares) 2021 2020 2020
60,348 54,729 37,943 +59% 49,280 +22% Sales 205,863 140,685 +46%
14,285 11,180 5,208 x2.7 8,949 +60% Adjusted EBITDA^1^ 42,302 21,112 x2
7,316 5,374 1,824 x4 3,879 +89% Adjusted net operating income^2^from business segments 20,209 6,404 x3.2
3,525 2,726 1,068 x3.3 2,031 +74% Exploration & Production 10,439 2,363 x4.4
2,759 1,608 254 x10.9 794 x3.5 Integrated Gas, Renewables & Power 6,243 1,778 x3.5
553 602 170 x3.3 580 -5% Refining & Chemicals 1,909 1,039 +84%
479 438 332 +44% 474 +1% Marketing & Services 1,618 1,224 +32%
1,860 1,377 73 x25.4 502 x3.7 Net income (loss) from equity affiliates 3,438 452 x7.6
2.17 1.71 0.31 x7 0.97 x2.2 Fully-diluted earnings per share ($) 5.92 (2.90) ns
2,644 2,655 2,645 - 2,607 +1% Fully-diluted weighted-average shares (millions) 2,647 2,621 +1%
5,837 4,645 891 x6.6 2,600 x2.2 Net income (TotalEnergies share) 16,032 (7,242) ns
4,681 2,813 3,432 +36% 4,291 +9% Organic investments^3^ 12,675 10,339 +23%
(396) (958) 1,099 ns (80) ns Net acquisitions^4^ 632 2,650 -76%
4,285 1,855 4,531 -5% 4,211 +2% Net investments^5^ 13,307 12,989 +2%
11,621 5,640 5,674 x2 6,599 x1.8 Cash flow from operating activities^6^ 30,410 14,803 x2.1
Of which:
2,232 (2,698) 1,342 x1.7 46 x48.5 (increase) decrease in working capital (616) 1,869 ns
(398) (330) (436) ns (533) ns financial charges (1,520) (1,938) ns
1 Adjusted EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) corresponds 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. The reconciliation of adjusted EBITDA with the consolidated financial statements is set forth under “Reconciliation of adjusted EBITDA with consolidated financial statements” on page 18 of this exhibit.
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2 Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value. See pages 4 et seq. “Analysis of business segment results” below for further details.
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3 “Organic investments” = net investments excluding acquisitions, asset sales and other operations with non-controlling interests.
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4 “Net acquisitions” = acquisitions - assets sales - other transactions with non-controlling interests (see page 19).
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5 “Net investments” = organic investments + net acquisitions (see “Investments – Divestments’” on page 19).
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6 See also “C. TotalEnergies results – Cash Flow”. The reconciliation table for different cash flow figures is set forth under “Cash Flow” on page 19 of this exhibit.
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Environment* — liquids and gas price realizations, refiningmargins

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 2021 2020 2020
79.8 73.5 44.2 +80% 63.1 +26% Brent ($/b) 70.9 41.8 +69%
4.8 4.3 2.8 +74% 2.4 +100% Henry Hub ($/Mbtu) 3.7 2.1 +75%
32.8 16.9 5.6 x5.9 5.1 x6.4 NBP** ($/Mbtu) 16.4 3.3 x4.9
35.0 18.6 8.0 x4.4 5.8 x6.1 JKM*** ($/Mbtu) 18.5 4.4 x4.2
72.6 67.1 41.0 +77% 59.1 +23% Average price of liquids ($/b) <br><br>Consolidated subsidiaries 65.0 37.0 +76%
11.38 6.33 3.31 x3.4 3.76 x3 Average price of gas ($/Mbtu) <br><br>Consolidated subsidiaries 6.60 2.96 x2.2
13.12 9.10 4.90 x2.7 6.52 x2 Average price of LNG ($/Mbtu) <br><br>Consolidated subsidiaries and equity affiliates 8.80 4.83 +82%
16.7 8.8 4.6 x3.6 30.2 -45% Variable cost margin – Refining Europe, VCM ($/t)**** 10.5 11.5 -9%

* The indicators are shown on page 21.

** NBP (National Balancing Point) is a virtual natural gas tradingpoint in the United Kingdom for transferring rights in respect of physical gas and which is widely used as a price benchmark for the naturalgas markets in Europe. NBP is operated by National Grid Gas plc, the operator of the UK transmission network.

*** JKM (Japan-Korea Marker) measures the prices of spot LNG tradesin Asia. It is based on prices reported in spot market trades and/or bids and offers collected after the close of the Asian trading dayat 16:30 Singapore time.

**** This indicator represents TotalEnergies’ average marginon variable cost for refining in Europe (equal to the difference between TotalEnergies European refined product sales and crude oil purchaseswith associated variable costs divided by volumes refined in tons). Data restated in 2Q21 environment for energy costs were 35.7 $/t in 4Q21 and 20.5 $/t in 3Q21.

The average LNG selling price was $13.12/Mbtu in the fourth quarter 2021, up 44% compared to the previous quarter, benefiting on a lagged basis from the increase in oil and gas indices on long-term contracts as well as high spot gas prices in the quarter.

Greenhouse gas emissions (GHG)^1^

4Q21* 3Q21* GHG emissions (MtCO****2e) 2021 2021(excluding <br><br>Covid effect) 2020 2020(excluding <br><br>Covid effect)
10 9 Scope 1+2 from operated facilities^2^ 35.7 37.0 38.4 41.5
96 94 Scope 3 from energy product sales^3^ 370 400 350 400
53 49 Scope 1+2+3 in Europe^4^ 195 215 212 239
47 44 of which Scope 3 in Europe 175 193 190 215

* Estimated emissions.

^1^**^^Thesix greenhouse gases in the Kyoto protocol, namely CO2, CH4, N2O, HFCs, PFCs and SF6, withtheir respective GWP (Global Warming Potential) as described in the 2007 IPCC report. HFCs, PFCs and SF6 are virtually absentfrom TotalEnergies’ emissions or are considered as non-material and are therefore not counted.

*^2^*Scope1+2 GHG emissions of operated facilities are defined as the sum of direct emissions of greenhouse gases from sites or activities thatare included in the scope of reporting (as defined in TotalEnergies’ 2020 Form 20-F filed on March 31, 2021) and indirectemissions attributable to brought-in energy (electricity, heat, steam), excluding purchased industrial gases (H2).

^3^**^^        TotalEnergies reports Scope 3 GHG emissions, category 11, which correspond to indirect GHG emissions related to the use by customers ofenergy products, i.e., combustion of the products to obtain energy. TotalEnergies follows the oil & gas industry reporting guidelinespublished by IPIECA, which comply with the GHG Protocol methodologies. In order to avoid double counting, this methodology accounts forthe largest volume in the oil and gas value chain, i.e., the higher of the two production volumes or sales to end customers. For TotalEnergies,in 2021, the calculation of Scope 3 GHG emissions for the oil value chain considers oil products and biofuels sales (higher than production)and for the gas value chain, marketable gas production (higher than marketing sales).

^4^**^^Scope1+2+3 GHG emissions in Europe are defined as the sum of Scope 1+2 GHG emissions of facilities operated by TotalEnergies and indirect GHGemissions related to the use by customers of energy products (Scope 3) in the EU, Norway, United Kingdom and Switzerland.

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Production*

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Hydrocarbon production 2021 2020 2020
2,852 2,814 2,841 - 3,113 -8% Hydrocarbon production (kboe/d) 2,819 2,871 -2%
1,278 1,288 1,238 +3% 1,452 -12% Oil (including bitumen) (kb/d) 1,274 1,298 -2%
1,574 1,526 1,603 -2% 1,661 -5% Gas (including condensates and associated NGL) (kboe/d) 1,545 1,573 -2%
4Q21 4Q21 2021
--- --- --- --- --- --- --- --- --- ---
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Hydrocarbon production 2021 2020 2020
2,852 2,814 2,841 - 3,113 -8% Hydrocarbon production (kboe/d) 2,819 2,871 -2%
1,509 1,517 1,483 +2% 1,714 -12% Liquids (kb/d) 1,500 1,543 -3%
7,328 7,070 7,406 -1% 7,563 -3% Gas (Mcf/d) 7,203 7,246 -1%

*   TotalEnergiesproduction = production of Exploration & Production segment (EP) + production of Integrated Gas, Renewables & Powersegment (iGRP).

Hydrocarbon production was 2,852 thousand barrels of oil equivalent per day (kboe/d) in the fourth quarter 2021, stable compared to a year ago, comprised of:

· +2% due to start-ups and ramp-ups, including CLOV<br>Phase 2 and Zinia Phase 2 in Angola, Yamal LNG train 4, and the resumption of production in Libya,
· +3% due to the increase in OPEC+ quotas,
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· -1% due to portfolio effect, notably the Utica<br>sale in the United States and the divestment of non-operated assets, particularly in Gabon,
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· -1% due to the price effect,
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· -1% due to planned maintenance and unplanned downtime,<br>notably in Canada, Nigeria and the UK,
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· -2% due to natural field decline.
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Hydrocarbon production was 2,819 kboe/d in 2021, down 2% year-on-year, comprised of:

· +3% due to start-ups and ramp-ups, including North<br>Russkoye in Russia, Iara in Brazil and Johan Sverdrup in Norway, as well as the resumption of production in Libya,
· +3% due to the increase in gas demand and OPEC+<br>quotas,
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· -1% due to portfolio effect, notably the disposals<br>of assets in the UK and the CA1 block in Brunei,
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· -1% due to the price effect,
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· -3% due to planned maintenance and unplanned downtime,<br>particularly in the UK and Norway (Snøhvit),
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· -3% due to the natural field decline.
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| --- | | B. | ANALYSIS OF BUSINESS SEGMENT RESULTS | | --- | --- |

The financial information for each business segment is reported on the same basis as that used internally by the chief operating decision-maker in assessing segment performance and the allocation of segment resources. Due to their particular nature or 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. In certain instances, certain transactions such as restructuring costs or asset 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 recur in following years.

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 in order to facilitate the comparability of TotalEnergies’ results with those of its competitors and to help illustrate the operating performance of these segments excluding the impact of oil price changes on the replacement of inventories. 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 price differential between one period and another or the average prices of the period. The inventory valuation effect is the difference between the results under the FIFO and replacement cost methods.

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’ management and the accounting for these transactions under IFRS, which 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 recorded at their fair value based on forward prices. TotalEnergies, in its trading activities, enters into storage contracts, the future effects of which are recorded at fair value in TotalEnergies’ internal economic performance. IFRS, by requiring accounting for storage contracts on an accrual basis, 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 business segment results (adjusted operating income and adjusted net operating income) are defined as replacement cost results, adjusted for special items, excluding the effect of changes in fair value. For further information on the adjustments affecting operating income on a segment-by-segment basis, and for a reconciliation of segment figures to figures reported in TotalEnergies’ interim consolidated financial statements, see pages 30 et seq. of this exhibit.

TotalEnergies measures performance at the segment level on the basis of adjusted net operating income. Net operating income comprises operating income of the relevant segment after deducting the amortization and the depreciation of intangible assets other than leasehold rights, translation adjustments and gains or losses on the sale of assets, as well as all other income and expenses related to capital employed (dividends from non-consolidated companies, income from equity affiliates and capitalized interest expenses) and after income taxes applicable to the above. The income and expenses not included in net operating income that are included in net income are interest expenses related to long-term liabilities net of interest earned on cash and cash equivalents, after applicable income taxes (net cost of net debt and non-controlling interests). Adjusted net operating income excludes the effect of the adjustments (special items and the inventory valuation effect) described above.

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B.1.    Integrated Gas, Renewables &Power segment (iGRP)

Production and sales of Liquefied Natural Gas (LNG) and electricity

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Hydrocarbon production for LNG 2021 2020 2020
562 533 532 +6% 624 -10% iGRP (kboe/d) 529 530 -
68 67 65 +4% 74 -8% Liquids (kb/d) 63 69 -9%
2,697 2,527 2,549 +6% 2,939 -8% Gas (Mcf/d) 2,541 2,519 +1%
4Q21 4Q21 2021
--- --- --- --- --- --- --- --- --- ---
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Liquefied Natural Gas in Mt 2021 2020 2020
11.6 10.0 10.0 +16% 10.6 +10% Overall LNG sales 42.0 38.3 +10%
4.6 4.3 4.3 +6% 4.2 +9% including sales from equity production* 17.4 17.6 -1%
10.1 8.3 8.0 +27% 9.6 +5% including sales by TotalEnergies from equity production and third party purchases 35.1 31.1 +13%

* TotalEnergies’ equity production may be sold by TotalEnergiesor by joint ventures.

Hydrocarbon production for LNG increased 6% year-on-year in the fourth quarter 2021, due to the impact of unplanned maintenance on fourth quarter 2020 production. Full-year 2021 was stable compared to 2020.

Total LNG sales increased sharply on higher production from Cameron LNG and Freeport LNG in the United States, up 16% in the fourth quarter 2021 compared to a year ago and up 10% for full-year 2021 versus 2020.

4Q21 2021
4Q21 3Q21 4Q20 vs Renewables & Electricity 2021 2020 vs
4Q20 2020
43.0 42.7 28.6 +50% Portfolio of renewable power generation gross capacity (GW) ^(1),(2)^ 43.0 28.6 +50%
10.3 9.5 7.0 +47% o/w installed capacity 10.3 7.0 +47%
6.5 6.1 4.1 +61% o/w capacity in construction 6.5 4.1 +61%
26.2 27.1 17.5 +49% o/w capacity in development 26.2 17.5 +49%
28.0 26.6 17.5 +60% Gross renewables capacity with PPA (GW) ^(1),(2)^ 28.0 17.5 +60%
31.7 31.7 19.2 +65% Portfolio of renewable power generation net capacity (GW) ^(1),(2)^ 31.7 19.2 +65%
5.1 4.7 3.1 +65% o/w installed capacity 5.1 3.1 +65%
4.6 4.0 2.3 x2 o/w capacity in construction 4.6 2.3 x2
22.0 23.0 13.8 +59% o/w capacity in development 22.0 13.8 +59%
6.7 4.7 4.3 +57% Net power production (TWh) ^(3)^ 21.2 14.1 +50%
1.9 1.7 1.2 +61% incl. power production from renewables 6.8 4.0 +71%
6.1 6.0 5.6 +9% Clients power - BtB and BtC (Million) ^(2)^ 6.1 5.6 +9%
2.7 2.7 2.7 +2% Clients gas - BtB and BtC (Million) ^(2)^ 2.7 2.7 +2%
16.1 11.7 13.5 +19% Sales power - BtB and BtC (TWh) 56.6 47.3 +20%
31.2 13.2 31.5 -1% Sales gas - BtB and BtC (TWh) 101.2 95.8 +6%
447 291 179 x2.5 Proportional adjusted EBITDA Renewables and Electricity (M$) ^(4)^ 1,393 583 x2.4
84 104 102 -18% incl. from renewables business 418 352 +19%

^1^ Includes 20% of Adani Green EnergyLimited gross capacity effective first quarter 2021.

^2^ End of period data.

^3^ Solar, wind, biogas, hydroelectricand combined-cycle gas turbine (CCGT) plants.

^4^ TotalEnergies share (% interest)of EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) in Renewables and Electricity affiliates, regardless of consolidationmethod.

Gross installed renewable power generation capacity grew to 10.3 GW at the end of the fourth quarter 2021, up 800 MW, notably due to continued increase in start-ups in India and the commissioning of the Dunkirk battery-powered storage site in France.

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Net electricity production stood at 6.7 TWh in the fourth quarter 2021, up 57% year-on-year, due to strong growth in electricity production from renewable sources as well as combined cycle gas turbine (CCGT) power plants, strengthened by the acquisition of four CCGT plants in France and Spain in the fourth quarter 2020.

TotalEnergies’ adjusted EBITDA of the Renewables & Electricity business was $447 million in the fourth quarter 2021, an increase of 2.5 times year-on-year, driven by strong growth in electricity generation, and took full advantage of integration into the electricity value chain in Europe.

Results

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 in millions of dollars 2021 2020 2020
11,634 8,482 5,231 x2.2 4,292 x2.7 External sales 30,704 15,629 x2
1,414 876 (64) ns 326 x4.3 Operating income 3,350 (527) ns
1,281 782 149 x8.6 391 x3.3 Net income (loss) from equity affiliates and other items 2,745 794 x3.5
(237) (208) 7 ns 104 ns Tax on net operating income (602) 71 ns
2,458 1,450 92 x26.7 821 x3 Net operating income 5,493 338 x16.3
301 158 162 +86% (27) ns Adjustments affecting net operating income 750 1,440 -48%
2,759 1,608 254 x10.9 794 x3.5 Adjusted net operating income* 6,243 1,778 x3.5
1,321 755 97 x13.6 353 x3.7 including adjusted income from equity affiliates 2,696 375 x7.2
1,190 639 1,007 +18% 684 +74% Organic investments 3,341 2,720 +23%
47 (941) 577 -92% (13) ns Net acquisitions 1,165 2,183 -47%
1,237 (302) 1,584 -22% 671 +84% Net investments 4,506 4,903 -8%

*Detail ofadjustment items shown in the business segment information starting on page 30 of thisexhibit.

Adjusted net operating income for the iGRP segment was:

· $2,759 million in the fourth quarter 2021, a 10.9-fold<br>increase from a year ago, due to higher LNG prices and the very good performance of the gas, LNG and electricity trading activities,
· $6,243 million for the full-year 2021, a 3.5-fold<br>increase from 2020, for the same reasons.
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Adjusted net operating income for the iGRP segment excludes special items and the impact of changes in fair value. In the fourth quarter 2021, the exclusion of special items had a positive impact of $301 million on the segment’s adjusted net operating income, compared to a positive impact of $162 million in the fourth quarter 2020. For the full-year 2021, the exclusion of special items had a positive impact of $750 million on the segment’s adjusted net operating income, compared to a positive impact of $1,440 million for the full-year 2020.

The segment’s operating cash flow before working capital changes^1^excluding financial charges, except those related to lease contracts, excluding the impact of contracts recognized at fair value for the sector and including capital gains on the sale of renewable projects was:

· $2,440 million in the fourth quarter 2021, a 2.3-fold<br>increase from a year ago, due to higher LNG prices and the very good performance of the gas, LNG and electricity trading activities,
· $6,124 million in 2021, up 79% compared to 2020,<br>for the same reasons.
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The segment’s cash flow from operations excluding financial charges, except those related to leases was:

· -$57 million for the fourth quarter 2021, compared<br>to $575 million in the fourth quarter 2020, and
· $827 million for 2021, a decrease of 61% from<br>$2,129 million for 2020,
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mainly due to variations in margin calls related to hedging mechanisms in a context of high volatility in the gas and electricity markets.

^1^ Operating cash flow before working capital changes is defined as cash flow from operating activities before changes in working capital at replacement cost, excluding the mark-to-market effect of iGRP’s contracts and including capital gain from renewable projects sale (effective first quarter 2020). For information on the replacement cost method, refer to “B. Analysis of business segment results”, above. The reconciliation table for different cash flow figures is set forth under “Cash Flow” on page 19 of this exhibit.

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B.2.   Exploration & Productionsegment

Production

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Hydrocarbon production 2021 2020 2020
2,290 2,281 2,309 -1% 2,489 -8% EP (kboe/d) 2,290 2,341 -2%
1,441 1,450 1,418 +2% 1,640 -12% Liquids (kb/d) 1,437 1,474 -3%
4,631 4,543 4,857 -5% 4,624 - Gas (Mcf/d) 4,662 4,727 -1%

Results

4Q21<br><br> <br>vs<br><br> <br>4Q20 4Q21<br><br> <br>vs<br><br> <br>4Q19 2021<br><br> <br>vs<br><br> <br>2020
4Q21 3Q21 4Q20 4Q19 in millions of dollars, except effective tax rate 2021 2020
2,068 1,921 1,257 x1.6 1,563 x1.3 External Sales 7,246 4,973 x1.5
5,894 4,395 842 x7 2,366 x2.5 Operating income 16,310 (5,514) ns
74 139 6 x12.3 166 -55% Net income (loss) from equity affiliates and other items (760) 697 ns
49.7% 46.4% 19.8% 38.0% Effective tax rate* 45.2% 29.4%
(3,124) (2,007) 91 ns (893) ns Tax on net operating income (7,506) (208) ns
2,844 2,527 939 x3 1,639 x1.7 Net operating income 8,044 (5,025) ns
681 32 129 x5.3 392 x1.7 Adjustments affecting net operating income 2,395 7,388 -68%
3,525 2,726 1,068 x3.3 2,031 +74% Adjusted net operating income** 10,439 2,363 x4.4
366 315 222 +65% 247 +48% including adjusted income from equity affiliates 1,230 928 +33%
2,196 1,656 1,569 +40% 2,617 -16% Organic investments 6,690 5,519 +21%
(162) (34) 548 ns (224) ns Net acquisitions (167) 544 ns
2,034 1,622 2,117 -4% 2,393 -15% Net investments 6,523 6,063 +8%
* “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).
--- ---
** Detail of adjustment items shown in the business segment information starting on page 30 of this exhibit.
--- ---

The Exploration & Production segment’s adjusted net operating income was:

· $3,525 million in the fourth quarter 2021, more<br>than three times higher than in the fourth quarter 2020, thanks to the sharp increase in oil and gas prices,
· $10,439 million in 2021, more than four times<br>higher than in 2020, for the same reasons.
--- ---

Adjusted net operating income for the Exploration & Production segment excludes special items. In the fourth quarter 2021, the exclusion of special items had a positive impact of $681 million on the segment’s adjusted net operating income, compared to a positive impact of $129 million in the fourth quarter 2020. For the full-year 2021, the exclusion of special items had a positive impact of $2,395 million on the segment’s adjusted net operating income, compared to a positive impact of $7,388 million for the full-year 2020.

The segment’s operating cash flow before working capital changes^2^ excluding financial charges, except those related to leases was:

· $5,688 million in the fourth quarter 2021, 2.1<br>times greater than $2,652 million in the fourth quarter 2020, and
· $18,717 million for the full-year 2021, an increase<br>of 93% compared to $9,684 million for the full-year 2020, in line with higher oil and gas prices.
--- ---

The segment’s cash flow from operations excluding financial charges, except those related to leases was:

● $8,624 million in the fourth quarter 2021, 2.8 times greater than $3,046 million in the fourth quarter 2020, and
● $22,009 million for the full-year 2021, 2.2 times greater than $9,922 million for the full-year 2020.
--- ---

^2^ Operating cash flow before working capital changes is defined as cash flow from operating activities before changes in working capital at replacement cost. For information on the replacement cost method, refer to “B. Analysis of business segment results”, above. The reconciliation table for different cash flow figures is set forth under “Cash Flow” on page 19 of this exhibit.

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B.3.   Downstream (Refining &Chemicals and Marketing & Services segments)

Results

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 in millions of dollars 2021 2020 2020
46,635 44,319 31,445 x1.5 43,419 x1.1 External sales 167,888 120,066 x1.4
1,153 1,682 690 x1.7 1,054 x1.1 Operating income 5,923 627 x18.1
311 81 (63) ns 72 x4.3 Net income (loss) from equity affiliates and other items 626 (356) ns
(398) (495) (262) ns (103) ns Tax on net operating income (1,806) (456) ns
1,066 1,268 365 x2.9 1,023 +4% Net operating income 4,743 (185) ns
(34) (228) 137 ns 31 ns Adjustments affecting net operating income (1,216) 2,448 ns
1,032 1,040 502 x2.1 1,054 -2% Adjusted net operating income* 3,527 2,263 +56%
1,267 506 840 x1.5 950 x1.3 Organic investments 2,576 2,023 +27%
(281) 17 80 ns 158 ns Net acquisitions (368) 32 ns
986 523 920 +7% 1,108 -11% Net investments 2,208 2,055 +7%

* **** Detail of adjustment items shownin the business segment information starting on page 30 of this exhibit.

The Downstream segment’s operating cash flow before working capital changes^2^ excluding financial charges, except those related to leases was:

● $1,559 million in the fourth quarter 2021, an increase of 38% compared to $1,129 million in the fourth quarter 2020, and
● $5,502 million for the full-year 2021, an increase of 18% compared to $4,652 million for the full-year 2020.
--- ---

The Downstream segment’s cash flow from operations excluding financial charges, except those related to leases was:

● $2,832 million in the fourth quarter 2021, an increase of 31% compared to $2,162 million in the fourth quarter 2020, and
● $8,806 million for the full-year 2021, an increase of 94% compared to $4,539 million for the full-year 2020.
--- ---

B.4 Refining & Chemicals segment

Refinery and petrochemicals throughput and utilization rates

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Refinery throughput and utilization rate* 2021 2020 2020
1,279 1,225 1,262 +1% 1,509 -15% Total refinery throughput (kb/d) 1,180 1,292 -9%
223 274 247 -10% 282 -21% France 190 244 -22%
612 505 582 +5% 756 -19% Rest of Europe 568 618 -8%
444 446 433 +3% 471 -6% Rest of world 423 430 -2%
73% 69% 60% 71% Utilization rate based on crude only** 64% 61%

*  Includes refineries in Africa reported in the Marketing &Services segment.

**Based on distillation capacity at the beginning of the year, excludingGrandpuits (shut down first quarter 2021) from 2021 and Lindsey refinery (divested) from second quarter 2021.

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| --- | | | | | 4Q21<br><br> <br>vs<br><br> <br>4Q20 | | 4Q21<br><br> <br>vs<br><br> <br>4Q19 | | | | 2021<br><br> <br>vs<br><br> <br>2020 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 4Q21 | 3Q21 | 4Q20 | | 4Q19 | | Petrochemicals production and utilization rate | 2021 | 2020 | | | 1,460 | 1,486 | 1,486 | -2% | 1,431 | +2% | Monomers* (kt) | 5,775 | 5,519 | +5% | | 1,231 | 1,330 | 1,291 | -5% | 1,169 | +5% | Polymers (kt) | 4,938 | 4,934 | - | | 90% | 93% | 90% | | 92% | | Vapocracker utilization rate** | 90% | 83% | | | * | Olefins. | | --- | --- | | ** | Based on olefins productionfrom steamcrackers and their treatment capacity at the start of the year. | | --- | --- |

Refinery throughput:

· increased by 1% year-on-year in the fourth quarter<br>2021, due to the demand recovery partially offset by the prolonged shutdown of the Donges refinery for economic reasons, the shutdown<br>of the Grandpuits refinery for conversion to a zero-oil platform and the sale of the Lindsey refinery in the United Kingdom.
· decreased by 9% in 2021 compared to 2020 for the<br>same reasons as well as the planned major shutdown of the Leuna refinery in Germany in the second quarter 2021.
--- ---

Monomer production:

· decreased by 2% year-on-year in the fourth quarter<br>2021, notably due to a planned maintenance shutdown on the Qapco platform in Qatar and unplanned shutdowns at several sites in Europe,<br>partially offset by the restart of the Port Arthur steam cracker in the United States, in maintenance in 2020.
· increased 5% in 2021 compared to 2020, supported<br>by demand, and notably due to the restart of the Port Arthur steam cracker in the United States, in maintenance in 2020.
--- ---

Polymer production decreased 5% year-on-year in the fourth quarter 2021, given the decline in demand, particularly in Asia, and was stable in 2021 compared to 2020.

Results

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 in millions of dollars 2021 2020 2020
24,781 22,765 15,052 x1.6 22,040 x1.1 External sales 87,600 56,615 x1.5
610 1,006 183 x3.3 579 +5% Operating income 3,564 (814) ns
228 79 (54) ns 57 4 Net income (loss) from equity affiliates and other items 518 (393) ns
(234) (273) (93) ns (3) ns Tax on net operating income (1,068) 59 ns
604 812 36 x16.8 633 -5% Net operating income 3,014 (1,148) ns
(51) (210) 134 ns (53) ns Adjustments affecting net operating income (1,105) 2,187 ns
553 602 170 x3.3 580 -5% Adjusted net operating income* 1,909 1,039 +84%
680 321 448 +52% 479 +42% Organic investments 1,502 1,209 +24%
(156) (6) (2) ns 118 ns Net acquisitions (217) (54) ns
524 315 446 +17% 597 -12% Net investments 1,285 1,155 +11%

* Detail of adjustment items shown in the businesssegment information starting on page 30 of this exhibit.

Adjusted net operating income for the Refining & Chemicals segment:

· increased sharply to $553 million in the fourth<br>quarter 2021, compared to $170 million in the fourth quarter 2020. The increase is linked to the very good performance of petrochemicals<br>and the increase in European and American refining margins, despite the increase in energy costs, and
· increased 84% to $1,909 million in 2021, compared to $1,039 million in 2020, for the same reasons.
--- ---

Adjusted net operating income for the Refining & Chemicals segment excludes any after-tax inventory valuation effect and special items. In the fourth quarter 2021, the exclusion of the inventory valuation effect had a negative impact of $74 million on the segment’s adjusted net operating income, compared to a negative impact of $192 million in the fourth quarter 2020. In the fourth quarter 2021 the exclusion of special items had a positive impact of $23 million on the segment’s adjusted net operating income, compared to a positive impact of $326 million in the fourth quarter 2020. For the full-year 2021, the exclusion of the inventory valuation effect had a negative impact of $1,296 million on the segment’s adjusted net operating income, compared to a positive impact of $1,165 million for the full-year 2020. For the full-year 2021, the exclusion of special items had a positive impact of $191 million on the segment’s adjusted net operating income, compared to a positive impact of $1,022 million for the full-year 2020.

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The segment’s operating cash flow before working capital changes^3^ excluding financial charges, except those related to leases was:

· $865 million in the fourth quarter 2021, an increase<br>of 54% year-on-year compared to $560 million in the fourth quarter 2020, and
· $2,946 million for the full-year 2021, an increase<br>of 19% year-on-year compared to $2,472 million for the full-year 2020,
--- ---

in line with the very good performance of petrochemicals and refining margins that increased, although still low, at the end of 2021.

The segment’s cash flow from operations excluding financial charges, except those related to leases was:

● $2,446 million in the fourth quarter 2021, an increase of 62% compared to $1,514 million in the fourth quarter 2020, and
● $6,473 million for the<br> full-year 2021, 2.7 times greater than $2,438 million for the full-year 2020.

B.5.   Marketing & Services segment

Petroleum product sales

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Sales in kb/d* 2021 2020 2020
1,553 1,542 1,509 +3% 1,835 -15% Total Marketing & Services sales 1,503 1,477 +2%
868 867 828 +5% 1,033 -16% Europe 826 823 -
684 675 681 +1% 801 -15% Rest of world 677 654 +4%

***Excludes trading and bulk refining sales.

Petroleum product sales showed year-on-year growth of 3% in the fourth quarter 2021 and 2% for the full-year 2021, due to the improvement in the health situation and the global economic rebound. This increase reflects mainly the recovery in retail activity and, at the end of 2021, of the aviation activity.

Results

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 in millions of dollars 2021 2020 2020
21,854 21,554 16,393 x1.3 21,379 +2.2% External sales 80,288 63,451 x1.3
543 676 507 +7% 475 +14% Operating income 2,359 1,441 x1.6
83 2 (9) ns 15 x5.5 Net income (loss) from equity affiliates and other items 108 37 x2.9
(164) (222) (169) ns (100) ns Tax on net operating income (738) (515) ns
462 456 329 +40% 390 +18% Net operating income 1,729 963 +80%
17 (18) 3 x5.7 84 -80% Adjustments affecting net operating income (111) 261 ns
479 438 332 +44% 474 +1% Adjusted net operating income* 1,618 1,224 +32%
587 185 392 +50% 471 +25% Organic investments 1,074 814 +32%
(125) 23 82 ns 40 ns Net acquisitions (151) 86 ns
462 208 474 -3% 511 -10% Net investments 923 900 +3%

*Detail of adjustment items shown in the businesssegment information starting on page 30 of this exhibit.

Adjusted net operating income for the Marketing & Services segment was:

● $479 million in the fourth quarter 2021, an increase of 44% compared to $332 million in fourth quarter 2020, and
● $1,618 million for the full-year 2021, an increase of 32% compared to<br> $1,224 million for the full-year 2020.
--- ---

Adjusted net operating income for the Marketing & Services segment excludes any after-tax inventory valuation effect and special items. In the fourth quarter 2021, the exclusion of the inventory valuation effect had a negative impact of $47 million on the segment’s adjusted net operating income, compared to a negative impact of $32 million in the fourth quarter 2020. In the fourth quarter 2021, the exclusion of special items had a positive impact of $64 million on the segment’s adjusted net operating income, compared to a positive impact of $35 million in the fourth quarter 2020. For the full-year 2021, the exclusion of the inventory valuation effect had a negative impact of $236 million on the segment’s adjusted net operating income, compared to a positive impact of $137

^3^ Operating cash flow before working capital changes is defined as cash flow from operating activities before changes in working capital at replacement cost. For information on the replacement cost method, refer to “B. Analysis of business segment results”, above. The reconciliation table for different cash flow figures is set forth under “Cash Flow” on page 19 of this exhibit.

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million for the full-year 2020. For the full-year 2021, the exclusion of special items had a positive impact of $125 million on the segment’s adjusted net operating income, compared to a positive impact of $124 million for the full-year 2020.

The segment’s operating cash flow before working capital changes^3^ excluding financial charges, except those related to leases was:

● $694 million in the fourth quarter 2021, an increase of 22% compared to $569 million in the fourth quarter 2020, and
● $2,556 million for the full-year 2021, an increase of 17% compared to $2,180 million for the full-year 2020.
--- ---

These results are back to levels comparable to those of the pre-crisis period, despite a 19% drop in sales in 2021 compared to 2019 (most of which is linked to the strategy to arbitrage low margin sales).

The segment’s cash flow from operations excluding financial charges, except those related to leases was:

● $386 million in the fourth quarter 2021, a decrease of 40% compared to $648 million in the fourth quarter 2020, and
● $2,333 million for the full-year 2021, an increase of 11% compared to $2,101 million for the full-year 2020.
--- ---
C. TOTALENERGIES RESULTS
--- ---

Net income (TotalEnergies share)

In the fourth quarter 2021, net income (TotalEnergies share) was $5,837 million, 6.6 times greater than $891 million in the fourth quarter 2020. For the full-year 2021, net income (TotalEnergies share) was $16,032 million, compared to -$7,242 million for the full-year 2020.

Adjusted net income (TotalEnergies share) was:

● $6,825 million in the fourth quarter 2021, 5.2 times greater than $1,304 million in the fourth quarter 2020, due to higher oil and gas prices,
● $18,060 million for the full-year 2021, 4.4 times greater than $4,059 million for the full-year 2020, for the same reason.
--- ---

Adjusted net income excludes the after-tax inventory effect, special items and the impact of changes in fair value^4^.

Total adjustments affecting net income^5^were:

· -$988 million in the fourth quarter 2021, mainly<br>comprised of -$670 million for impairments, including -$305 million for the withdrawal of TotalEnergies from Myanmar and -$170 million<br>for the loss on the sale of TotalEnergies' interest in Yucal Placer in Venezuela,
· -$2,028 million for the full-year 2021, comprised<br>of the elements above as well as notably the -$1,379 million loss on the sale of TotalEnergies' stake in Petrocedeño S.A. to Corporation<br>Venezolana de Petróleos (CVP), an affiliate of Petróleos de Venezuela (PDVSA) in Venezuela and the -$177 million loss on<br>the Utica sale in the United States, the -$89 million impairment related to the end of the Qatargas 1 contract, restructuring charges<br>related to the voluntary departure plan in France and Belgium, and a positive inventory effect of $1,495 million for the year.
--- ---

Fully-diluted shares

As of December 31, 2021, the number of fully-diluted shares was 2,626 million.

Share repurchase

As part of its shareholder return policy, TotalEnergies repurchased 30.7 million shares for cancellation in the fourth quarter 2021 for $1.5 billion.

^4^ Details shown on page 18 of this exhibit.

^5^ Details shown on pages 18 and 30 et seq. of this exhibit.

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Acquisitions - Asset sales

Acquisitions were:

· $288 million in the fourth quarter 2021, including<br>the acquisition of Blue Raven Solar by SunPower in the United States,
· $3,284 million in 2021, including the acquisition<br>above as well as notably the acquisition of a 20% interest for $2 billion in Adani Green Energy Limited, the renewable project developer<br>in India, the acquisition of Fonroche Biogaz in France, the interest in the Yunlin wind project in Taiwan and the 10% increase in the<br>interest in the Lapa block in Brazil.
--- ---

Asset sales were:

· $684 million in the fourth quarter 2021, including<br>the sale of TotalEnergies' interests in 7 mature non-operated offshore fields and the Cap Lopez oil terminal in Gabon and the sale of<br>a 30% interest in TRAPIL in France,
· $2,652 million in 2021, including the elements<br>above as well as the payment by GIP of more than $750 million as part of the tolling agreement for the infrastructure of the Gladstone<br>LNG project in Australia, the sale in France of a 50% interest in a portfolio of renewable projects with a total capacity of 285 MW (100%),<br>the sale of the 10% stake in onshore block OML 17 in Nigeria, the price supplement related to the sale of Block CA1 in Brunei, the sale<br>of the Lindsey refinery in the United Kingdom, the sale of interests in the TBG pipeline in Brazil, the sale of shares in Clean Energy<br>Fuels Corp. (Nasdaq: CLNE) and the sale of interests in Tellurian Inc. (Nasdaq: TELL) in the United States.
--- ---

Cash flow

TotalEnergies’ cash flow from operating activities was:

● $11,621 million in the fourth quarter 2021, 2 times greater than $5,674 million in the fourth quarter 2020, and
● $30,410 million for the full-year 2021, 2.1 times greater than $14,803 million for the full-year 2020.
--- ---

Cash flow from operations of $11,621 million in the fourth quarter 2021, compared to operating cash flow before working capital changes^6^ of $9,361 million, was positively impacted by a decrease in working capital requirements of $2.7 billion, which was driven by an increase in tax liabilities and by a reduction in net receivables, and negatively impacted by variations in margin calls, related to hedging mechanisms in a context of high volatility in the gas and electricity markets.

The change in working capital as determined using the replacement cost method excluding the mark-to-market effect of iGRP’s contracts, including capital gain from renewable project sales (effective first quarter 2020) and including organic loan repayment from equity affiliates was a decrease of $2,259 million in the fourth quarter 2021, compared to a decrease of $1,176 million in the fourth quarter 2020.

In the fourth quarter 2021, the change in working capital was a decrease of $2,232 million in accordance with IFRS. The difference of $27 million between IFRS and replacement cost method corresponds to the following adjustments: (i) the pre-tax inventory valuation effect of $85 million, (ii) plus the mark-to-market effect of iGRP’s contracts of $359 million, (iii) less the capital gains from renewables project sale of $19 million and (iv) less the organic loan repayments from equity affiliates of $398 million.

The change in working capital as determined using the replacement cost method excluding the mark-to-market effect of iGRP’s contracts, including capital gain from renewable project sales (effective first quarter 2020) and including organic loan repayment from equity affiliates was a decrease of $1,269 million for the full-year 2021, compared to an increase of $894 million for the full-year 2020.

For the full-year 2021, the change in working capital was an increase of $616 million in accordance with IFRS. The difference of $1,885 million between IFRS and replacement cost method corresponds to the following adjustments: (i) the pre-tax inventory valuation effect of $1,796 million, (ii) plus the mark-to-market effect of iGRP’s contracts of $804 million, (iii) less the capital gains from renewables project sale of $89 million and (iv) less the organic loan repayments from equity affiliates of $626 million.

^6^ Operating cash flow before working capital changes is defined as cash flow from operating activities before changes in working capital at replacement cost, excluding the mark-to-market effect of iGRP’s contracts and including capital gain from renewable projects sale (effective first quarter 2020). For information on the replacement cost method, refer to “B. Analysis of business segment results”, above. The reconciliation table for different cash flow figures is set forth under “Cash Flow” on page 19 of this exhibit.

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Operating cash flow before working capital changes^6^totaled:

● $9,361 million in the fourth quarter 2021, 2.1 times greater than $4,498 million in the fourth quarter 2020, and
● $29,140 million for the full-year 2021, an increase of 86% compared to $15,697 million for the full-year 2020.
--- ---

Operating cash flow before working capital changes without financial charges (DACF)^7^ totaled:

● $9,759 million in the fourth quarter 2021, an increase of 98% compared to $4,933 million in the fourth quarter 2020, and
● $30,660 million for the full-year 2021, an increase of 74% compared to $17,635 million for the full-year 2020.
--- ---

TotalEnergies’ net cash flow^8^ totaled:

· $5,076<br>million in the fourth quarter 2021 compared to -$33 million a year earlier, reflecting the $4.9 billion increase in operating cash flow<br>before working capital changes^6^ and the $246 million decrease in net investments^9^<br>to $4,285 million in the fourth quarter 2021, and
· $15,833 million in 2021 compared to $2,708 million<br>in 2020, reflecting the $13.4 billion increase in operating cash flow before working capital changes^6^ and a $318 million increase<br>in net investments^9^ to $13,307 million in 2021.
--- ---

D. PROFITABILITY

Return on equity was 16.9% for the twelve months ended December 31, 2021.

01/01/2021- 10/01/2020- 01/01/2020-
in millions of dollars 12/31/2021 09/30/2021 12/31/2020
Adjusted net income 18,391 12,827 4,067
Average adjusted shareholders' equity 108,504 106,794 110,643
Return on equity (ROE) 16.9% 12.0% 3.7%

Return on average capital employed was 13.9% for the twelve months ended December 31, 2021.

01/01/2021- 10/01/2020- 01/01/2020-
in millions of dollars 12/31/2021 09/30/2021 12/31/2020
Adjusted net operating income 19,766 14,237 5,806
Average capital employed 142,215 142,180 145,723
ROACE 13.9% 10.0% 4.0%

E. 2022 SENSITIVITIES*

Estimated
Estimated impact impact on cash
on adjusted net flow from
Change operating income operations
Dollar +/- 0.1 $ per € -/+ 0.1 B$ ~0 B$
Average liquids price** +/- 10$/b +/- 2.7 B$ +/- 3.2 B$
European gas price – NBP +/- 10 $/Mbtu +/- 3.0 B$ +/- 3.0 B$
Variable cost margin, European refining (VCM) +/- 10 $/t +/- 0.4 B$ +/- 0.5 B$

* Sensitivities are revised once per yearupon publication of the previous year’s fourth quarter results. Sensitivities are estimates based on assumptions about TotalEnergies’portfolio in 2022. Actual results could vary significantly from estimates based on the application of these sensitivities. The impactof the $-€ sensitivity on adjusted net operating income is essentially attributable to Refining & Chemicals. Please findthe indicators detailed on page 21.

** In a60 $/b Brent environment.

^7^ DACF = debt adjusted cash flow, is defined as cash flow from operating activities before changes in working capital at replacement cost, without financial charges.

^8^ Net cash flow = cash flow from operating activities before changes in working capital at replacement cost - net investments (including other transactions with non-controlling interests).

^9^ Net investments = organic investments + net acquisitions (see “Investments – Divestments” on page 19).

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F. SUMMARY AND OUTLOOK

The prices of oil rose above $90/b for the first time since 2014 at the beginning of 2022. This increase in price is driven by the global demand recovery and OPEC+ discipline in a context of constrained supply, given the low level of investment in hydrocarbons since 2015. It is exacerbated in the short term by low oil inventories. Prices could therefore remain at high levels, depending on the mobilization of OPEC+ production and the growth of unconventional oil production in the United States.

After reaching all-time highs in the fourth quarter 2021, gas prices have remained very high in Europe and Asia since the beginning of 2022, driven by geopolitical uncertainties in Europe despite a mild winter season. In this context, futures markets anticipate gas prices that may remain above $20/Mbtu in 2022.

TotalEnergies anticipates 2022 hydrocarbon production growth of around 2%, driven by the start-ups of Mero 1 in Brazil and Ikike in Nigeria, the entry into the Atapu and Sépia PSCs in Brazil effective May 2022 but impacted by the sales of mature assets completed in 2021 as well as the exit from Myanmar effective July 2022.

Continuing the momentum that has been underway for several years, TotalEnergies is implementing its strategy of integrated growth in LNG, which is expected to generate structural cash flow growth in 2022. In addition, given the evolution of oil and gas prices in recent months and the lag effect on price formulas, TotalEnergies anticipates that its average LNG selling price should remain at a high level of at least $12/Mbtu in the first half of 2022.

In Renewables & Electricity, TotalEnergies plans to have more than 16 GW of renewable gross capacity in operation by year-end 2022. Electricity generation is expected to increase by more than 25% in 2022. To implement its profitable growth strategy in the electricity value chain, TotalEnergies expects to allocate, in 2022, $3.5 billion of net investments to Renewables & Electricity, or 25% of its net investments^10^.

Downstream will continue to strengthen its industrial competitiveness and invest in petrochemicals and in new markets, such as biofuels and electric mobility.

Confident in its ability to transform itself into a sustainable multi-energy company and increase the return to shareholders, TotalEnergies confirms its cash flow allocation priorities: investing in profitable projects to implement its transformation strategy, linking dividend growth to structural cash flow growth, maintaining a strong balance sheet and a long-term debt rating with a minimum "A" level by anchoring gearing^11^ below 20%, and allocating a share of the surplus cash flow from high hydrocarbon prices to share buybacks.

In accordance with this policy, TotalEnergies expects net investments of $14-15 billion in 2022, of which 50% will be allocated to growth and 50% to maintaining the base of its activity.

^10^ Net investments = organic investments + net acquisitions.

^11^ Gearing = net debt / (net debt +shareholders equity TotalEnergies share + non-controlling interests); excludes leases receivables and leases debts. See “Gearing Ratio” on page 20.

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FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of 1995, notably with respect to the financial condition, results ofoperations, business activities and industrial 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 zeroemissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not dependsolely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense orforward-looking words such as “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Suchforward-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 historicaldata and should not be interpreted as assurances that the perspectives, objectives or goals announced will be achieved. They may proveto be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initiallyestimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to theoccurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and priceof petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operatingefficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environmentand climate, currency fluctuations, as well as economic and political developments, changes in market conditions, loss of market shareand changes in consumer preferences, or pandemics such as the COVID-19 pandemic. Additionally, certain financial information is basedon estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.

Except for its ongoing obligations to disclosematerial information as required by applicable securities laws, TotalEnergies does not have any intention or obligation to update forward-lookingstatements after the distribution of this document, even if new information, future events or other circumstances have made them incorrector misleading.

For additional factors, you should read theinformation set forth under “Item 3. -3.2 Risk Factors”, “Item 4. Information on the Company”, “Item 5.Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk”in TotalEnergies’ Form 20-F for the year ended December 31, 2020.

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OPERATINGINFORMATION BY SEGMENT

TotalEnergies’ production (Exploration & Production+ iGRP)

4Q21 4Q21 2021
vs vs Combined liquids and gas vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 production by region (kboe/d) 2021 2020 2020
1,063 989 1,059 - 1,102 -4% Europe and Central Asia 1,022 1,039 -2%
508 537 566 -10% 703 -28% Africa 532 629 -15%
682 681 598 +14% 701 -3% Middle East and North<br> Africa 667 624 +7%
363 372 382 -5% 368 -1% Americas 372 353 +5%
235 235 236 - 239 -2% Asia-Pacific 226 226 -
2,852 2,814 2,841 - 3,113 -8% Total production 2,819 2,871 -2%
739 711 727 +2% 768 -4% includes<br> equity affiliates 732 712 +3%
4Q21 4Q21 2021
--- --- --- --- --- --- --- --- --- ---
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Liquids production by region (kb/d) 2021 2020 2020
378 362 378 - 373 +1% Europe and Central Asia 366 380 -4%
379 401 427 -11% 560 -32% Africa 398 488 -18%
534 530 454 +18% 560 -5% Middle East and North<br> Africa 516 474 +9%
174 179 181 -4% 171 +2% Americas 179 158 +13%
45 45 43 +3% 50 -11% Asia-Pacific 40 43 -7%
1,509 1,517 1,483 +2% 1,714 -12% Total production 1,500 1,543 -3%
205 205 200 +2% 212 -4% includes equity affiliates 206 202 +2%
4Q21 4Q21 2021
--- --- --- --- --- --- --- --- --- ---
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Gas production by region (Mcf/d) 2021 2020 2020
3,683 3,366 3,666 - 3,887 -5% Europe and Central Asia 3,524 3,547 -1%
664 689 701 -5% 686 -3% Africa 681 717 -5%
825 838 809 +2% 792 +4% Middle East and North<br> Africa 838 835 -
1,064 1,086 1,126 -6% 1,109 -4% Americas 1,086 1,095 -1%
1,092 1,091 1,104 -1% 1,089 - Asia-Pacific 1,074 1,052 +2%
7,328 7,070 7,406 -1% 7,563 -3% Total production 7,203 7,246 -1%
2,889 2,730 2,851 +1% 2,961 -2% includes<br> equity affiliates 2,842 2,748 +3%

Downstream (Refining & Chemicals and Marketing &Services)

4Q21 4Q21 2021
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Petroleum product sales by region (kb/d) 2021 2020 2020
1,668 1,579 1,651 +1% 1,993 -16% Europe 1,582 1,586 -
780 693 628 +24% 737 +6% Africa 701 579 +21%
817 811 794 +3% 763 +7% Americas 800 773 +3%
526 486 547 -4% 526 - Rest<br> of world 500 471 +6%
3,791 3,568 3,619 +5% 4,019 -6% Total consolidated sales 3,581 3,410 +5%
437 360 458 -5% 508 -14% Includes<br> bulk sales 383 434 -12%
1,801 1,666 1,652 +9% 1,676 +7% Includes<br> trading 1,696 1,498 +13%
4Q21 4Q21 2021
--- --- --- --- --- --- --- --- --- ---
vs vs vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 Petrochemicals production* (kt) 2021 2020 2020
1,249 1,308 1,381 -10% 1,253 - Europe 5,069 5,202 -3%
689 705 662 +4% 630 +9% Americas 2,629 2,475 +6%
753 802 735 +2% 717 +5% Middle-East and Asia 3,014 2,775 +9%

* Olefins, polymers

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Renewables

4Q21 4Q20
Installed power
generation gross Onshore Offshore Onshore Onshore
capacity (GW)^1,2^ Solar Wind Wind Other Total Solar Wind Wind Other Total
France 0.6 0.5 0.0 0.1 1.2 0.4 0.5 0.0 0.1 1.0
Rest of Europe 0.2 1.0 0.0 0.1 1.3 0.1 0.8 0.0 0.1 1.0
Africa 0.1 0.0 0.0 0.0 0.1 0.1 0.0 0.0 0.0 0.1
Middle East 0.3 0.0 0.0 0.0 0.3 0.3 0.0 0.0 0.0 0.3
North America 0.9 0.0 0.0 0.0 0.9 0.6 0.0 0.0 0.0 0.6
South America 0.4 0.3 0.0 0.0 0.7 0.2 0.1 0.0 0.0 0.2
India 4.5 0.2 0.0 0.0 4.7 3.3 0.0 0.0 0.0 3.3
Asia-Pacific 1.0 0.0 0.0 0.0 1.0 0.5 0.0 0.0 0.0 0.5
Total 8.0 2.0 0.0 0.2 10.3 5.6 1.3 0.0 0.1 7.0
4Q21 4Q20
--- --- --- --- --- --- --- --- --- --- ---
Power generation gross
capacity from
renewables in Onshore Offshore Onshore Offshore
construction (GW)^1,2^ Solar Wind Wind Other Total Solar Wind Wind Other Total
France 0.2 0.2 0.0 0.1 0.4 0.3 0.0 0.0 0.0 0.3
Rest of Europe 0.0 0.1 1.1 0.0 1.2 0.1 0.3 1.1 0.0 1.5
Africa 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Middle East 0.8 0.0 0.0 0.0 0.8 0.8 0.0 0.0 0.0 0.8
North America 1.5 0.0 0.0 0.0 1.5 0.0 0.0 0.0 0.0 0.1
South America 0.0 0.0 0.0 0.0 0.0 0.2 0.3 0.0 0.0 0.4
India 1.2 0.4 0.0 0.0 1.6 0.5 0.0 0.0 0.0 0.5
Asia-Pacific 0.3 0.0 0.6 0.0 1.0 0.5 0.0 0.0 0.0 0.5
Total 4.0 0.6 1.7 0.1 6.5 2.3 0.6 1.1 0.1 4.1
4Q21 4Q20
--- --- --- --- --- --- --- --- --- --- ---
Power generation gross
capacity from
renewables in Onshore Offshore Onshore Offshore
development (GW)^1,2^ Solar Wind Wind Other Total Solar Wind Wind Other Total
France 3.1 0.8 0.0 0.0 3.9 3.5 1.0 0.0 0.1 4.6
Rest of Europe 5.2 0.3 2.3 0.0 7.8 5.1 0.3 0.4 0.0 5.7
Africa 0.4 0.0 0.0 0.1 0.5 0.1 0.1 0.0 0.0 0.2
Middle East 1.6 0.0 0.0 0.0 1.6 0.1 0.0 0.0 0.0 0.1
North America 2.3 0.1 0.0 0.7 3.1 0.6 0.3 0.0 0.0 0.9
South America 0.6 0.4 0.0 0.1 1.2 0.5 0.3 0.0 0.0 0.9
India 4.4 0.1 0.0 0.0 4.5 1.6 0.0 0.0 0.0 1.6
Asia-Pacific 1.2 0.0 2.1 0.1 3.5 0.9 0.0 0.0 0.0 0.9
Total 18.9 1.7 4.4 1.1 26.2 12.5 2.0 0.4 0.1 15.0

^1^Includes 20% of gross capacity ofAdani Green Energy Limited effective first quarter 2021.

^2^ End-of-period data.

In<br> operation In construction In development
Gross renewables capacity covered by PPA at 31 December 2021 (GW)
Onshore Onshore Offshore Onshore Offshore
Solar Wind Other Total Solar Wind Wind Other Total Solar Wind Wind Other Total
Europe 0.8 1.5 X 2.5 X 0.2 0.8 X 1.2 4.0 0.3 X X 4.3
Asia 5.7 X X 5.9 2.4 0.4 0.6 — 3.4 6.2 X — X 6.4
North<br> America 0.8 X X 0.9 1.5 X — X 1.5 X — — X X
Rest<br> of World 0.6 0.3 X 0.9 X X — X X 0.5 X — X 0.7
Total 8.0 2.0 X 10.2 4.0 0.6 1.4 X 6.2 10.8 0.5 X 0.3 11.6

“X” means not specified, capacity < 0.2 GW.

| 17 |

| --- | | | | | | In construction | | | | | In development | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | PPA<br> average price<br> at<br> 31<br> December 2021<br> (/MWh) | | | | | | | | | | | | | | | | Onshore | | | | Onshore | Offshore | | | | Onshore | Offshore | | | | | Wind | Other | Total | Solar | Wind | Wind | Other | Total | Solar | Wind | Wind | Other | Total | | Europe | 118 | X | 143 | X | 66 | 64 | X | 66 | 42 | 96 | X | X | 46 | | Asia | X | X | 80 | 40 | 50 | 214 | — | 72 | 38 | X | — | X | 38 | | North America | X | X | 156 | 28 | X | — | X | 28 | X | — | — | X | X | | Rest of World | 54 | X | 72 | X | X | — | X | X | 77 | X | — | X | 77 | | Total | 103 | X | 100 | 37 | 63 | 116 | X | 61 | 42 | 81 | X | 144 | 44 |

All values are in US Dollars.

“X” means not specified, PPA relating to a capacity < 0.2 GW

ADJUSTMENT ITEMS TO NET INCOME (TOTALENERGIES SHARE)

4Q21 3Q21 4Q20 4Q19 in millions of dollars 2021 2020
(1,074) (325) (683) (666) Special<br> items affecting net income (TotalEnergies share) (3,329) (10,044)
(170) (177) 104 - Gain<br> (loss) on asset sales (1,726) 104
6 (43) (194) (5) Restructuring<br> charges (308) (364)
(670) (47) (71) (248) Impairments (910) (8,465)
(240) (58) (522) (413) Other (385) (1,319)
111 320 224 57 After-tax<br> inventory effect: FIFO vs. replacement cost 1,495 (1,280)
(25) (119) 46 44 Effect<br> of changes in fair value (194) 23
(988) (124) (413) (565) Total<br> adjustments affecting net income (2,028) (11,301)

RECONCILIATION OF ADJUSTED EBITDA WITH CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation of net income (TotalEnergies share) to adjusted EBITDA

4Q21 vs 4Q21 vs 2021 vs
4Q21 3Q21 4Q20 4Q20 4Q19 4Q19 in millions of dollars 2021 2020 2020
5,837 4,645 891 x6.6 2,600 x2.2 Net income - TotalEnergies share 16,032 (7,242) ns
988 124 413 x2.4 565 +75% Less:<br> adjustment items to net income (TotalEnergies share) 2,028 11,301 -82%
6,825 4,769 1,304 x5.2 3,165 x2.2 Adjusted net income - TotalEnergies share 18,060 4,059 x4.4
Adjusted items
79 105 36 x2.2 68 +16% Add:<br> non-controlling interests 331 8 x41.4
3,606 2,674 135 x26.7 1,329 x2.7 Add:<br> income taxes 9,211 1,309 x7
3,278 3,172 3,172 +3% 3,761 -13% Add:<br> depreciation, depletion and impairment of tangible assets and mineral interests 12,735 13,312 -4%
119 85 96 +24% 74 +61% Add:<br> amortization and impairment of intangible assets 401 352 +14%
483 454 497 -3% 603 -20% Add:<br> financial interest on debt 1,904 2,140 -11%
(105) (79) (32) ns (51) ns Less:<br> financial income and expense from cash & cash equivalents (340) (68) ns
14,285 11,180 5,208 x2.7 8,949 +60% Adjusted EBITDA 42,302 21,112 x2 
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| --- |

INVESTMENTS – DIVESTMENTS

4Q21 4Q21 2021
4Q21 3Q21 4Q20 vs 4Q19 vs In millions of dollars 2021 2020 vs
4Q20 4Q19 2020
4,681 2,813 3,432 +36% 4,291 +9% Organic<br> investments ( a ) 12,675 10,339 +23%
182 172 214 -15% 136 +34% Capitalized<br> exploration 841 659 +28%
348 211 355 -2% 319 +9% Increase<br> in non-current loans 1,231 1,657 -26%
(234) (112) (212) ns (102) ns Repayment<br> of non-current loans, excluding organic loan repayment from equity affiliates (531) (717) ns
(52) 1 (46) ns - ns Change<br> in debt from renewable projects (TotalEnergies share) (222) (209) ns
288 126 1,538 -81% 277 +4% Acquisitions<br> ( b ) 3,284 4,189 -22%
684 1,084 439 +56% 357 +92% Asset<br> sales ( c ) 2,652 1,539 +72%
34 (5) 15 x2,3 - ns Change<br> in debt from renewable projects (partner share) 134 105 +28%
(396) (958) 1,099 ns (80) ns Net<br> acquisitions 632 2<br> 650 -76%
4,285 1,855 4,531 -5% 4,211 +2% Net investments ( a + b - c ) 13,307 12,989 +2%
- 757 - ns (11) -100% Other<br> transactions with non-controlling interests ( d ) 757 - ns
(398) (120) (77) ns (275) ns Organic<br> loan repayment from equity affiliates ( e ) (626) (111) ns
86 (6) 61 +41% - ns Change<br> in debt from renewable projects financing * ( f ) 356 314 +13%
34 30 39 -13% - ns Capex<br> linked to capitalized leasing contracts ( g ) 111 113 -2%
27 - - ns - ns Expenditures<br> related to carbon credit ( h ) 27 - ns
3,912 2,456 4,476 -13% 3,925 - Cash flow used in investing activities<br><br> <br>( a + b - c + d + e + f – g - h ) 13,656 13,079 +4%

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

CASH FLOW

4Q21 4Q21 2021
4Q21 3Q21 4Q20 vs 4Q19 vs In millions of dollars 2021 2020 vs
4Q20 4Q19 2020
9,759 8,390 4,933 +98% 7,326 +33% Operating cash flow before working capital changes w/o financial charges (DACF) 30,660 17,635 +74%
(398) (330) (436) ns (533) ns Financial<br> charges (1,520) (1,938) ns
9,361 8,060 4,498 x2.1 6,793 +38% Operating cash flow before working capital changes ( a ) * 29,140 15,697 +86%
2,591 (2,662) 976 x2.7 92 x28.2 (Increase)<br> decrease in working capital ** 188 753 -75%
85 365 308 -72% (11) ns Inventory<br> effect 1,796 (1,440) ns
(19) (3) (32) ns - ns Capital<br> gain from renewable projects sale (89) (96) ns
(398) (120) (77) ns (275) ns Organic<br> loan repayment from equity affiliates (626) (111) ns
11,621 5,640 5,674 x2 6,599 +76% Cash flow from operations 30,410 14,803 x2.1
4,681 2,813 3,432 +36% 4,291 +9% Organic<br> investments ( b ) 12,675 10,339 +23%
4,680 5,247 1,066 x4.4 2,502 +87% Free cash flow after organic investments, w/o net asset sales ( a - b ) 16,465 5,358 x3.1
4,285 1,855 4,531 -5% 4,211 +2% Net<br> investments ( c ) 13,307 12,989 +2%
5,076 6,205 (33) ns 2,582 +97% Net cash flow ( a - c ) 15,833 2,708 x5.8

* Operating cash flow before working capital changes, is definedas cash flow from operating activities before changes in working capital at replacement cost, excluding the mark-to-market effect ofiGRP’s contracts and including capital gain from the sale of renewable projects (effective first quarter 2020).Historical data have been restated to cancel the impact of fair valuation of iGRP sector’s contracts.

** Changes in working capital are presented excluding the mark-to-marketeffect of iGRP’s contracts.

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GEARING RATIO

In millions of dollars 12/31/2021 09/30/2021 12/31/2020 12/31/2019
Current borrowings^(1)^ 13,645 15,184 15,893 13,617
Other current financial<br> liabilities 372 504 203 487
Current financial assets^(1)(2)^ (12,183) (3,821) (4,519) (3,847)
Net financial assets classified<br> as held for sale (4) (1) 313 301
Non-current financial<br> debt^(1)^ 41,868 43,350 52,467 41,510
Non-current financial<br> assets^(1)^ (1,557) (1,927) (3,762) (748)
Cash and cash equivalents (21,342) (28,971) (31,268) (27,352)
Net debt (a) 20,799 24,318 29,327 23,968
Shareholders’ equity<br> – TotalEnergies share 111,736 110,016 103,702 116,778
Non-controlling interests 3,263 3,211 2,383 2,527
Shareholders’ equity (b) 114,999 113,227 106,085 119,305
Net-debt-to-capital ratio = a / (a+b) 15.3% 17.7% 21.7% 16.7%
Leases (c) 8,055 7,786 7,812 7,156
Net-debt-to-capital ratio including leases (a+c) / (a+b+c) 20.1% 22.1% 25.9% 20.7%

(1)Excludes leases receivablesand leases debts.

(2) Includinginitial margins held as part of TotalEnergies' activities on organized markets.

RETURN ON AVERAGE CAPITAL EMPLOYED

Twelve months ended December 31, 2021

Integrated Gas,
Renewables & Exploration & Refining & Marketing
in millions of dollars Power Production Chemicals & Services
Adjusted net operating<br> income 6,243 10,439 1,909 1,618
Capital employed at 12/31/2020* 45,611 78,928 11,375 8,793
Capital<br> employed at 12/31/2021* 55,978 71,675 8,069 8,783
ROACE 12.3% 13.9% 19.6% 18.4%

Twelve months ended September 30, 2021

Integrated
Gas,
Renewables & Exploration & Refining & Marketing
in millions of dollars Power Production Chemicals & Services
Adjusted net operating<br> income 3,738 7,982 1,526 1,471
Capital employed at 9/30/2020* 43,799 78,548 11,951 8,211
Capital<br> employed at 9/30/2021* 52,401 75,499 9,156 8,281
ROACE 7.8% 10.4% 14.5% 17.8%

Twelve months ended December 31, 2020

Integrated Gas,
Renewables & Exploration & Refining & Marketing &
in millions of dollars Power Production Chemicals Services
Adjusted net operating<br> income 1,778 2,363 1,039 1,224
Capital employed at 12/31/2019* 41,549 88,844 12,228 8,371
Capital<br> employed at 12/31/2020* 45,611 78,928 11,375 8,793
ROACE 4.1% 2.8% 8.8% 14.3%

*At replacement cost (excluding after-tax inventoryeffect).

| 20 |

| --- |

MAIN INDICATORS

4Q21 3Q21 2Q21 1Q21 4Q20
/ 1.14 1.18 1.21 1.20 1.19
Brent 79.8 73.5 69.0 61.1 44.2
Average<br> liquids price* 72.6 67.1 62.9 56.4 41.0
Average<br> gas price* (1) 11.38 6.33 4.43 4.06 3.31
Average<br> LNG price** (1) 13.12 9.10 6.59 6.08 4.90
Variable<br> Cost Margin, European refining*** 16.7 8.8 10.2 5.3 4.6

All values are in US Dollars.

* Salesin $ / sales in volume for consolidated affiliates (excluding stock value variation).

** Salesin $ / sales in volume for consolidated and equity affiliates (excluding stock value variation).

^(1)^ Doesnot take into account gas and LNG trading activities, which results are expected to be significantly higher compared to the third quarter2021, capturing optimization opportunities generated by large LNG trading portfolio in the prevailing high gas spot price environment.

*** Thisindicator represents the average margin on variable costs realized by TotalEnergies’ European refining business (equal to the differencebetween the sales of refined products realized by TotalEnergies’ European refining and the crude purchases as well as associatedvariable costs, divided by refinery throughput in tons). Data restated in 2Q21 environment for energy costs were 35.7 $/t in 4Q21 and20.5 $/t in 3Q21.

Disclaimer: Data is based on TotalEnergies’ reporting and is not audited.

| 21 |

| --- |

CONSOLIDATEDSTATEMENT OF INCOME

TotalEnergies

(unaudited)

**** 4th quarter 3rd quarter 4th quarter
(M$)^(a)^ 2021 2021 2020
Sales 60,348 54,729 37,943
Excise<br> taxes (5,050) (5,659) (5,595)
Revenues<br> from sales 55,298 49,070 32,348
Purchases,<br> net of inventory variation (36,161) (32,344) (20,508)
Other<br> operating expenses (6,680) (6,617) (6,663)
Exploration<br> costs (323) (127) (338)
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (3,919) (3,191) (3,543)
Other<br> income 536 195 838
Other<br> expense (755) (605) (697)
Financial<br> interest on debt (483) (454) (501)
Financial<br> income and expense from cash & cash equivalents 120 87 53
Cost<br> of net debt (363) (367) (448)
Other<br> financial income 195 193 173
Other<br> financial expense (138) (140) (183)
Net<br> income (loss) from equity affiliates 1,860 1,377 73
Income<br> taxes (3,647) (2,692) (149)
Consolidated net income 5,903 4,752 903
TotalEnergies<br> share 5,837 4,645 891
Non-controlling<br> interests 66 107 12
Earnings<br> per share ($) 2.19 1.72 0.31
Fully-diluted<br> earnings per share ($) 2.17 1.71 0.31

^(a)^Except for per share amounts.

| 22 |

| --- |

CONSOLIDATEDSTATEMENT OF COMPREHENSIVE INCOME

TotalEnergies

(unaudited)

**** 4th quarter 3rd quarter 4th quarter
(M$) 2021 2021 2020
Consolidated net income 5,903 4,752 903
Other comprehensive income **** **** ****
Actuarial<br> gains and losses 589 (3) 17
Change<br> in fair value of investments in equity instruments 93 (95) 386
Tax<br> effect (262) 5 (21)
Currency<br> translation adjustment generated by the parent company (1,900) (2,368) 4,074
Items not potentially reclassifiable to profit and loss (1,480) (2,461) 4,456
Currency<br> translation adjustment 1,179 1,260 (1,875)
Cash<br> flow hedge (226) 424 617
Variation<br> of foreign currency basis spread 4 2 (7)
Share<br> of other comprehensive income of equity affiliates, net amount 71 184 (100)
Other (2) 1 (4)
Tax<br> effect 22 (100) (180)
Items potentially reclassifiable to profit and loss 1,048 1,771 (1,549)
Total other comprehensive income (net amount) (432) (690) 2,907
Comprehensive income 5,471 4,062 3,810
TotalEnergies share 5,390 4,014 3,576
Non-controlling interests 81 48 234 
| 23 |

| --- |

CONSOLIDATEDSTATEMENT OF INCOME

TotalEnergies

Year
2020
(M)<br> (a)
Sales 140,685
Excise<br> taxes (20,981)
Revenues<br> from sales 119,704
Purchases,<br> net of inventory variation (77,486)
Other<br> operating expenses (25,538)
Exploration<br> costs (731)
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (22,264)
Other<br> income 2,237
Other<br> expense (1,506)
Financial<br> interest on debt (2,147)
Financial<br> income and expense from cash & cash equivalents 37
Cost<br> of net debt (2,110)
Other<br> financial income 914
Other<br> financial expense (690)
Net<br> income (loss) from equity affiliates 452
Income<br> taxes (318)
Consolidated<br> net income (7,336)
TotalEnergies<br> share (7,242)
Non-controlling<br> interests (94)
Earnings<br> per share () (2.90)
Fully-diluted<br> earnings per share () (2.90)

All values are in US Dollars.

*^(a)^*Except for per share amounts.

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| --- |

CONSOLIDATEDSTATEMENT OF COMPREHENSIVE INCOME

TotalEnergies

Year
2020
(M) ****
Consolidated<br> net income (7,336)
Other<br> comprehensive income ****
Actuarial<br> gains and losses (212)
Change<br> in fair value of investments in equity instruments 533
Tax<br> effect 65
Currency<br> translation adjustment generated by the parent company 7,541
Items<br> not potentially reclassifiable to profit and loss 7,927
Currency<br> translation adjustment (4,645)
Cash<br> flow hedge (313)
Variation<br> of foreign currency basis spread 28
Share<br> of other comprehensive income of equity affiliates, net amount (1,831)
Other (8)
Tax<br> effect 72
Items<br> potentially reclassifiable to profit and loss (6,697)
Total<br> other comprehensive income (net amount) 1,230
Comprehensive<br> income (6,106)
TotalEnergies share (6,312)
Non-controlling interests 206

All values are in US Dollars.

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| --- |

CONSOLIDATEDBALANCE SHEET

TotalEnergies

December 31, September 30, December 31,
2021 2021 2020
(M$) (unaudited) (unaudited)
ASSETS
Non-current assets **** **** ****
Intangible assets, net 32,484 32,895 33,528
Property, plant and equipment,<br> net 106,559 105,902 108,335
Equity affiliates : investments<br> and loans 31,053 30,467 27,976
Other investments 1,625 1,688 2,007
Non-current financial assets 2,404 2,799 4,781
Deferred income taxes 5,400 6,452 7,016
Other non-current assets 2,797 2,530 2,810
Total non-current assets 182,322 182,733 186,453
Current assets **** **** ****
Inventories, net 19,952 19,601 14,730
Accounts receivable, net 21,983 19,865 14,068
Other current assets 35,144 39,967 13,428
Current financial assets 12,315 3,910 4,630
Cash and cash equivalents 21,342 28,971 31,268
Assets classified as held for<br> sale 400 633 1,555
Total current assets 111,136 112,947 79,679
Total assets 293,458 295,680 266,132
LIABILITIES &<br> SHAREHOLDERS' EQUITY
Shareholders' equity **** **** ****
Common shares 8,224 8,224 8,267
Paid-in surplus and retained earnings 117,849 113,795 107,078
Currency translation adjustment (12,671) (11,995) (10,256)
Treasury shares (1,666) (8) (1,387)
Total shareholders' equity - TotalEnergies share 111,736 110,016 103,702
Non-controlling interests 3,263 3,211 2,383
Total shareholders' equity 114,999 113,227 106,085
Non-current liabilities **** **** ****
Deferred income taxes 10,904 11,161 10,326
Employee benefits 2,672 3,218 3,917
Provisions and other non-current<br> liabilities 20,269 20,355 20,925
Non-current financial debt 49,512 50,810 60,203
Total non-current liabilities 83,357 85,544 95,371
Current liabilities **** **** ****
Accounts payable 36,837 34,149 23,574
Other creditors and accrued liabilities 42,800 45,476 22,465
Current borrowings 15,035 16,471 17,099
Other current financial liabilities 372 504 203
Liabilities directly associated<br> with the assets classified as held for sale 58 309 1,335
Total current liabilities 95,102 96,909 64,676
Total liabilities & shareholders' equity 293,458 295,680 266,132 
| 26 |

| --- |

CONSOLIDATEDSTATEMENT OF CASH FLOW

TotalEnergies

(unaudited)

**** 4th quarter 3rd quarter 4th quarter
(M$) 2021 2021 2020
CASH<br> FLOW FROM OPERATING ACTIVITIES
Consolidated<br> net income 5,903 4,752 903
Depreciation,<br> depletion, amortization and impairment 4,222 3,361 3,796
Non-current<br> liabilities, valuation allowances and deferred taxes 152 479 (237)
(Gains)<br> losses on disposals of assets (184) 100 (260)
Undistributed<br> affiliates' equity earnings (843) (506) 379
(Increase)<br> decrease in working capital 2,232 (2,698) 1,342
Other<br> changes, net 139 152 (249)
Cash flow from operating activities 11,621 5,640 5,674
CASH<br> FLOW USED IN INVESTING ACTIVITIES
Intangible<br> assets and property, plant and equipment additions (4,540) (2,718) (3,834)
Acquisitions<br> of subsidiaries, net of cash acquired (128) (23) (778)
Investments<br> in equity affiliates and other securities (178) (67) (221)
Increase<br> in non-current loans (348) (219) (355)
Total expenditures (5,194) (3,027) (5,188)
Proceeds<br> from disposals of intangible assets and property, plant and equipment 349 150 114
Proceeds<br> from disposals of subsidiaries, net of cash sold 36 4 124
Proceeds<br> from disposals of non-current investments 266 177 186
Repayment<br> of non-current loans 631 240 288
Total divestments 1,282 571 712
Cash flow used in investing activities (3,912) (2,456) (4,476)
CASH<br> FLOW USED IN FINANCING ACTIVITIES
Issuance<br> (repayment) of shares:
-<br> Parent company shareholders - - -
-<br> Treasury shares (1,658) - -
Dividends<br> paid:
-<br> Parent company shareholders (1,991) (2,053) (2,053)
-<br> Non-controlling interests (20) (41) (5)
Net<br> issuance (repayment) of perpetual subordinated notes - - -
Payments<br> on perpetual subordinated notes (57) (22) (62)
Other<br> transactions with non-controlling interests (14) 721 (59)
Net<br> issuance (repayment) of non-current debt 347 133 104
Increase<br> (decrease) in current borrowings (3,368) (1,457) (339)
Increase<br> (decrease) in current financial assets and liabilities (8,373) 513 1,212
Cash flow from (used in) financing activities (15,134) (2,206) (1,202)
Net increase (decrease) in cash and cash equivalents (7,425) 978 (4)
Effect<br> of exchange rates (204) (650) 679
Cash<br> and cash equivalents at the beginning of the period 28,971 28,643 30,593
Cash and cash equivalents at the end of the period 21,342 28,971 31,268 
| 27 |

| --- |

CONSOLIDATEDSTATEMENT OF CASH FLOW

TotalEnergies

Year
2020
(M)
CASH<br> FLOW FROM OPERATING ACTIVITIES
Consolidated<br> net income (7,336)
Depreciation,<br> depletion, amortization and impairment 22,861
Non-current<br> liabilities, valuation allowances and deferred taxes (1,782)
(Gains)<br> losses on disposals of assets (909)
Undistributed<br> affiliates' equity earnings 948
(Increase)<br> decrease in working capital 1,869
Other<br> changes, net (848)
Cash<br> flow from operating activities 14,803
CASH<br> FLOW USED IN INVESTING ACTIVITIES
Intangible<br> assets and property, plant and equipment additions (10,764)
Acquisitions<br> of subsidiaries, net of cash acquired (966)
Investments<br> in equity affiliates and other securities (2,120)
Increase<br> in non-current loans (1,684)
Total<br> expenditures (15,534)
Proceeds<br> from disposals of intangible assets and property, plant and equipment 740
Proceeds<br> from disposals of subsidiaries, net of cash sold 282
Proceeds<br> from disposals of non-current investments 578
Repayment<br> of non-current loans 855
Total<br> divestments 2,455
Cash<br> flow used in investing activities (13,079)
CASH<br> FLOW USED IN FINANCING ACTIVITIES
Issuance<br> (repayment) of shares:
-<br> Parent company shareholders 374
-<br> Treasury shares (611)
Dividends<br> paid:
-<br> Parent company shareholders (6,688)
-<br> Non-controlling interests (184)
Net<br> issuance (repayment) of perpetual subordinated notes 331
Payments<br> on perpetual subordinated notes (315)
Other<br> transactions with non-controlling interests (204)
Net<br> issuance (repayment) of non-current debt 15,800
Increase<br> (decrease) in current borrowings (6,501)
Increase<br> (decrease) in current financial assets and liabilities (604)
Cash<br> flow from (used in) financing activities 1,398
Net<br> increase (decrease) in cash and cash equivalents 3,122
Effect<br> of exchange rates 794
Cash<br> and cash equivalents at the beginning of the period 27,352
Cash<br> and cash equivalents at the end of the period 31,268

All values are in US Dollars.

| 28 |

| --- |

CONSOLIDATEDSTATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

TotalEnergies

(Unaudited: Year 2021 )

Common shares issued Paid-in Treasury shares Shareholders'
(M$) Number Amount surplus and retained earnings Currency translation adjustment Number Amount equity - TotalEnergies share Non- controlling interests Total shareholders' equity
As of January 1, 2020 2,601,881,075 8,123 121,170 (11,503 ) (15,474,234 ) (1,012 ) **** 116,778 2,527 119,305
Net<br> income 2020 - - (7,242 ) - - - (7,242 ) (94 ) (7,336 )
Other<br> comprehensive income - - (321 ) 1,251 - - 930 300 1,230
Comprehensive Income - - (7,563 ) 1,251 - - (6,312 ) 206 (6,106 )
Dividend - - (7,899 ) - - - (7,899 ) (234 ) (8,133 )
Issuance<br> of common shares 51,242,950 144 1,470 - - - 1,614 - 1,614
Purchase<br> of treasury shares - - - - (13,236,044 ) (611 ) (611 ) - (611 )
Sale<br> of treasury shares ^(1)^ - - (236 ) - 4,317,575 236 - - -
Share-based<br> payments - - 188 - - - 188 - 188
Share<br> cancellation - - - - - - - - -
Net<br> issuance (repayment) of perpetual subordinated notes - - 331 - - - 331 - 331
Payments<br> on perpetual subordinated notes - - (308 ) - - - (308 ) - (308 )
Other<br> operations with non-controlling interests - - (61 ) (4 ) - - (65 ) (117 ) (182 )
Other<br> items - - (14 ) - - - (14 ) 1 (13 )
As of December 31, 2020 2,653,124,025 8,267 107,078 (10,256 ) (24,392,703 ) (1,387 ) 103,702 2,383 106,085
Net<br> income 2021 - - 16,032 - - - 16,032 334 16,366
Other<br> comprehensive Income - - 991 (2,407 ) - - (1,416 ) (30 ) (1,446 )
Comprehensive Income **** - **** **** - **** **** 17,023 **** **** (2,407 ) **** - **** **** - **** **** 14,616 **** **** 304 **** **** 14,920 ****
Dividend - - (8,200 ) - - - (8,200 ) (124 ) (8,324 )
Issuance<br> of common shares 10,589,713 31 350 - - - 381 - 381
Purchase<br> of treasury shares - - - - (37,306,005 ) (1,823 ) (1,823 ) - (1,823 )
Sale<br> of treasury shares ^(1)^ - - (216 ) - 4,573,195 216 - - -
Share-based<br> payments - - 143 - - - 143 - 143
Share<br> cancellation (23,284,409 ) (74 ) (1,254 ) - 23,284,409 1,328 - - -
Net<br> issuance (repayment) of perpetual subordinated notes - - 3,254 - - - 3,254 - 3,254
Payments<br> on perpetual subordinated notes - - (368 ) - - - (368 ) - (368 )
Other<br> operations with non-controlling interests - - 30 (6 ) - - 24 689 713
Other<br> items - - 9 (2 ) - - 7 11 18
As of December 31, 2021 **** 2,640,429,329 **** **** 8,224 **** **** 117,849 **** **** (12,671 ) **** (33,841,104 ) **** (1,666 ) **** 111,736 **** **** 3,263 **** **** 114,999 ****

^(1)^ Treasury shares related to the performance share grants.

| 29 |

| --- |

BUSINESSSEGMENT INFORMATION

TotalEnergies

(unaudited)

4th quarter 2021 Integrated Gas, Exploration Refining Marketing
(M$) Renewables & & & Corporate Intercompany Total
& Power Production Chemicals Services
External<br> sales 11,634 2,068 24,781 21,854 11 - 60,348
Intersegment<br> sales 1,466 11,875 8,716 155 148 (22,360 ) -
Excise<br> taxes - - (238 ) (4,812 ) - - (5,050 )
Revenues from sales 13,100 13,943 33,259 17,197 159 (22,360 ) 55,298
Operating<br> expenses (11,141 ) (5,412 ) (32,250 ) (16,347 ) (374 ) 22,360 (43,164 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (545 ) (2,637 ) (399 ) (307 ) (31 ) - (3,919 )
Operating income 1,414 5,894 610 543 (246 ) - 8,215
Net<br> income (loss) from equity affiliates and other items 1,281 74 228 83 32 - 1,698
Tax<br> on net operating income (237 ) (3,124 ) (234 ) (164 ) 75 - (3,684 )
Net operating income 2,458 2,844 604 462 (139 ) - 6,229
Net<br> cost of net debt (326 )
Non-controlling<br> interests (66 )
Net income - TotalEnergies share 5,837
4th quarter 2021 (adjustments) ^(a)^ (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales - - - - - - -
Intersegment<br> sales - - - - - - -
Excise<br> taxes - - - - - - -
Revenues from sales - - - - - - -
Operating<br> expenses (57 ) (132 ) 38 21 - - (130 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (187 ) (418 ) - (36 ) - - (641 )
Operating income ^(b)^ (244 ) (550 ) 38 (15 ) - - (771 )
Net<br> income (loss) from equity affiliates and other items (116 ) (111 ) 23 (6 ) 6 - (204 )
Tax<br> on net operating income 59 (20 ) (10 ) 4 (69 ) - (36 )
Net operating income ^(b)^ (301 ) (681 ) 51 (17 ) (63 ) - (1,011 )
Net<br> cost of net debt 10
Non-controlling<br> interests 13
Net income - TotalEnergies share (988 )
^(a)^ Adjustments<br> include special items, inventory valuation effect and the effect of changes in fair value.
--- ---

^^

^(b)^ Of<br> which inventory valuation effect
On<br> operating income - - 32 53 -
--- --- --- --- --- ---
On<br> net operating income - - 74 47 -
4th quarter 2021 (adjusted) (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales 11,634 2,068 24,781 21,854 11 - 60,348
Intersegment<br> sales 1,466 11,875 8,716 155 148 (22,360 ) -
Excise<br> taxes - - (238 ) (4,812 ) - - (5,050 )
Revenues from sales 13,100 13,943 33,259 17,197 159 (22,360 ) 55,298
Operating<br> expenses (11,084 ) (5,280 ) (32,288 ) (16,368 ) (374 ) 22,360 (43,034 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (358 ) (2,219 ) (399 ) (271 ) (31 ) - (3,278 )
Adjusted operating income 1,658 6,444 572 558 (246 ) - 8,986
Net<br> income (loss) from equity affiliates and other items 1,397 185 205 89 26 - 1,902
Tax<br> on net operating income (296 ) (3,104 ) (224 ) (168 ) 144 - (3,648 )
Adjusted net operating income 2,759 3,525 553 479 (76 ) - 7,240
Net<br> cost of net debt (336 )
Non-controlling<br> interests (79 )
Adjusted net income - TotalEnergies share 6,825
4th quarter 2021 (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- ---
Total<br> expenditures 1,471 2,327 723 643 30 - 5,194
Total<br> divestments 540 357 202 181 2 - 1,282
Cash<br> flow from operating activities (57 ) 8,624 2,446 386 222 - 11,621 
| 30 |

| --- |

BUSINESSSEGMENT INFORMATION

TotalEnergies

(unaudited)

3rd<br> quarter 2021 <br> (M$) Integrated<br> Gas, <br> Renewables <br> & Power Exploration<br><br> <br>&<br><br> <br>Production Refining<br><br> <br>&<br><br> <br>Chemicals Marketing<br><br> <br>& Services Corporate Intercompany Total
External<br> sales 8,482 1,921 22,765 21,554 7 - 54,729
Intersegment<br> sales 1,239 8,588 7,031 110 38 (17,006 ) -
Excise<br> taxes - - (240 ) (5,419 ) - - (5,659 )
Revenues<br> from sales 9,721 10,509 29,556 16,245 45 (17,006 ) 49,070
Operating<br> expenses (8,502 ) (3,958 ) (28,153 ) (15,302 ) (179 ) 17,006 (39,088 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (343 ) (2,156 ) (397 ) (267 ) (28 ) - (3,191 )
Operating<br> income 876 4,395 1,006 676 (162 ) - 6,791
Net income<br> (loss) from equity affiliates and other items 782 139 79 2 18 - 1,020
Tax<br> on net operating income (208 ) (2,007 ) (273 ) (222 ) 23 - (2,687 )
Net<br> operating income 1,450 2,527 812 456 (121 ) - 5,124
Net cost<br> of net debt (372 )
Non-controlling<br> interests (107 )
Net<br> income - TotalEnergies share 4,645
3rd quarter 2021 (adjustments) ^(a)^<br> (M$) Integrated<br> Gas, <br> Renewables <br> & Power Exploration<br><br> <br>&<br><br> <br>Production Refining<br><br> <br>&<br><br> <br>Chemicals Marketing<br><br> <br>& Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales - - - - - - -
Intersegment<br> sales - - - - - - -
Excise<br> taxes - - - - - - -
Revenues<br> from sales - - - - - - -
Operating<br> expenses (152 ) (32 ) 301 44 - - 161
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (7 ) - (12 ) - - - (19 )
Operating income ^(b)^ (159 ) (32 ) 289 44 - - 142
Net<br> income (loss) from equity affiliates and other items (3 ) (246 ) 5 (12 ) 2 - (254 )
Tax<br> on net operating income 4 79 (84 ) (14 ) - - (15 )
Net operating income ^(b)^ (158 ) (199 ) 210 18 2 - (127 )
Net<br> cost of net debt 5
Non-controlling<br> interests (2 )
Net<br> income - TotalEnergies share (124 )

^(a)^Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

^(b)^Of which inventory valuation effect

On operating income - - 309 56 -
On net operating income - - 285 41 -
3rd quarter 2021 (adjusted) (M$) Integrated<br> Gas, <br> Renewables <br> & Power Exploration<br><br> <br>&<br><br> <br>Production Refining<br><br> <br>&<br><br> <br>Chemicals Marketing<br><br> <br>& Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales 8,482 1,921 22,765 21,554 7 - 54,729
Intersegment<br> sales 1,239 8,588 7,031 110 38 (17,006 ) -
Excise<br> taxes - - (240 ) (5,419 ) - - (5,659 )
Revenues<br> from sales 9,721 10,509 29,556 16,245 45 (17,006 ) 49,070
Operating<br> expenses (8,350 ) (3,926 ) (28,454 ) (15,346 ) (179 ) 17,006 (39,249 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (336 ) (2,156 ) (385 ) (267 ) (28 ) - (3,172 )
Adjusted<br> operating income 1,035 4,427 717 632 (162 ) - 6,649
Net<br> income (loss) from equity affiliates and other items 785 385 74 14 16 - 1,274
Tax<br> on net operating income (212 ) (2,086 ) (189 ) (208 ) 23 - (2,672 )
Adjusted<br> net operating income 1,608 2,726 602 438 (123 ) - 5,251
Net<br> cost of net debt (377 )
Non-controlling<br> interests (105 )
Adjusted<br> net income - TotalEnergies share 4,769
3rd quarter 2021 (M$) Integrated<br> Gas, <br> Renewables <br> & Power Exploration<br><br> <br>&<br><br> <br>Production Refining<br><br> <br>&<br><br> <br>Chemicals Marketing<br><br> <br>& Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- ---
Total<br> expenditures 683 1,754 337 239 14 - 3,027
Total<br> divestments 358 163 17 31 2 - 571
Cash<br> flow from operating activities (463 ) 4,814 799 845 (355 ) - 5,640 
| 31 |

| --- |

BUSINESSSEGMENT INFORMATION

TotalEnergies

(unaudited)

4th quarter 2020 (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
External<br> sales 5,231 1,257 15,052 16,393 10 - 37,943
Intersegment<br> sales 628 5,574 4,160 98 140 (10,600 ) -
Excise<br> taxes - - (628 ) (4,967 ) - - (5,595 )
Revenues from sales 5,859 **** 6,831 **** 18,584 **** 11,524 **** 150 **** (10,600 ) 32,348 ****
Operating<br> expenses (5,569 ) (3,489 ) (17,989 ) (10,776 ) (286 ) 10,600 (27,509 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (354 ) (2,500 ) (412 ) (241 ) (36 ) - (3,543 )
Operating income (64 ) 842 **** 183 **** 507 **** (172 ) - **** 1,296 ****
Net<br> income (loss) from equity affiliates and other items 149 6 (54 ) (9 ) 112 - 204
Tax<br> on net operating income 7 91 (93 ) (169 ) (72 ) - (236 )
Net operating income 92 **** 939 **** 36 **** 329 **** (132 ) - **** 1,264 ****
Net<br> cost of net debt (361 )
Non-controlling<br> interests (12 )
Net income - TotalEnergies share 891
4th quarter 2020 (adjustments) ^(a)^ (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales 3 - - - - - 3
Intersegment<br> sales - - - - - - -
Excise<br> taxes - - - - - - -
Revenues from sales 3 **** - **** - **** - **** - **** - 3 ****
Operating<br> expenses (56 ) (49 ) 133 17 31 - 76
Depreciation,<br> depletion and impairment of tangible assets and mineral interests - (355 ) (16 ) - - - (371 )
Operating income ^(b)^ (53 ) (404 ) 117 **** 17 **** 31 **** - (292 )
Net<br> income (loss) from equity affiliates and other items (26 ) (25 ) (191 ) (13 ) 107 - (148 )
Tax<br> on net operating income (83 ) 300 (60 ) (7 ) (157 ) - (7 )
Net operating income ^(b)^ (162 ) (129 ) (134 ) (3 ) (19 ) - (447 )
Net<br> cost of net debt 10
Non-controlling<br> interests 24
Net income - TotalEnergies share (413 )
^(a)^Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
^(b)^Of which inventory valuation effect
On operating income - - 265 43 -
On net operating income - - 192 32 -
4th quarter 2020 (adjusted) (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales 5,228 1,257 15,052 16,393 10 - 37,940
Intersegment<br> sales 628 5,574 4,160 98 140 (10,600 ) -
Excise<br> taxes - - (628 ) (4,967 ) - - (5,595 )
Revenues from sales 5,856 **** 6,831 **** 18,584 **** 11,524 **** 150 **** (10,600 ) 32,345 ****
Operating<br> expenses (5,513 ) (3,440 ) (18,122 ) (10,793 ) (317 ) 10,600 (27,585 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (354 ) (2,145 ) (396 ) (241 ) (36 ) - (3,172 )
Adjusted operating income (11 ) 1,246 **** 66 **** 490 **** (203 ) - **** 1,588 ****
Net<br> income (loss) from equity affiliates and other items 175 31 137 4 5 - 352
Tax<br> on net operating income 90 (209 ) (33 ) (162 ) 85 - (229 )
Adjusted net operating income 254 **** 1,068 **** 170 **** 332 **** (113 ) - **** 1,711 ****
Net<br> cost of net debt (371 )
Non-controlling<br> interests (36 )
Adjusted net income - TotalEnergies share 1,304
4th quarter 2020 (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- ---
Total<br> expenditures 1,895 2,226 475 533 59 - 5,188
Total<br> divestments 339 132 31 61 149 - 712
Cash<br> flow from operating activities 575 3,046 1,514 648 (109 ) - 5,674 
| 32 |

| --- |

BUSINESSSEGMENT INFORMATION

TotalEnergies

(unaudited)

Year 2021 (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
External<br> sales 30,704 7,246 87,600 80,288 25 - 205,863
Intersegment<br> sales 4,260 34,896 27,637 451 254 (67,498 ) -
Excise<br> taxes - - (1,108 ) (20,121 ) - - (21,229 )
Revenues<br> from sales 34,964 42,142 114,129 60,618 279 (67,498 ) 184,634
Operating<br> expenses (29,964 ) (16,722 ) (108,982 ) (57,159 ) (927 ) 67,498 (146,256 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (1,650 ) (9,110 ) (1,583 ) (1,100 ) (113 ) - (13,556 )
Operating<br> income 3,350 16,310 3,564 2,359 (761 ) - 24,822
Net<br> income (loss) from equity affiliates and other items 2,745 (760 ) 518 108 45 - 2,656
Tax<br> on net operating income (602 ) (7,506 ) (1,068 ) (738 ) 152 - (9,762 )
Net<br> operating income 5,493 8,044 3,014 1,729 (564 ) - 17,716
Net<br> cost of net debt (1,350 )
Non-controlling<br> interests (334 )
Net<br> income - TotalEnergies share 16,032
Year 2021 (adjustments) ^(a)^ (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales (44 ) - - - - - (44 )
Intersegment<br> sales - - - - - - -
Excise<br> taxes - - - - - - -
Revenues<br> from sales (44 ) - - - - - (44 )
Operating<br> expenses (271 ) (187 ) 1,470 278 - - 1,290
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (342 ) (418 ) (25 ) (36 ) - - (821 )
Operating income ^(b)^ (657 ) (605 ) 1,445 242 - - 425
Net<br> income (loss) from equity affiliates and other items (215 ) (1,839 ) 56 (61 ) (54 ) - (2,113 )
Tax<br> on net operating income 122 49 (396 ) (70 ) (67 ) - (362 )
Net operating income ^(b)^ (750 ) (2,395 ) 1,105 111 (121 ) - (2,050 )
Net<br> cost of net debt - - - - - - 25
Non-controlling<br> interests - - - - - - (3 )
Net<br> income - TotalEnergies share - - - - - - (2,028 )
^(a)^Adjustments include special items, inventory valuation effect and the effect of changes in fair value.<br><br> <br><br><br> <br>^(b)^Of which inventory valuation effect
On<br> operating income - - 1,481 315 -
On<br> net operating income - - 1,296 236 -
Year 2021 (adjusted) (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales 30,748 7,246 87,600 80,288 25 - 205,907
Intersegment<br> sales 4,260 34,896 27,637 451 254 (67,498 ) -
Excise<br> taxes - - (1,108 ) (20,121 ) - - (21,229 )
Revenues<br> from sales 35,008 42,142 114,129 60,618 279 (67,498 ) 184,678
Operating<br> expenses (29,693 ) (16,535 ) (110,452 ) (57,437 ) (927 ) 67,498 (147,546 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (1,308 ) (8,692 ) (1,558 ) (1,064 ) (113 ) - (12,735 )
Adjusted<br> operating income 4,007 16,915 2,119 2,117 (761 ) - 24,397
Net<br> income (loss) from equity affiliates and other items 2,960 1,079 462 169 99 - 4,769
Tax<br> on net operating income (724 ) (7,555 ) (672 ) (668 ) 219 - (9,400 )
Adjusted<br> net operating income 6,243 10,439 1,909 1,618 (443 ) - 19,766
Net<br> cost of net debt (1,375 )
Non-controlling<br> interests (331 )
Adjusted<br> net income - TotalEnergies share 18,060
Year 2021 (M$) Integrated Gas, Renewables & Power Exploration & Production Refining & Chemicals Marketing & Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- ---
Total<br> expenditures 6,341 7,276 1,638 1,242 92 - 16,589
Total<br> divestments 1,350 894 348 319 22 - 2,933
Cash<br> flow from operating activities 827 22,009 6,473 2,333 (1,232 ) - 30,410 
| 33 |

| --- |

BUSINESSSEGMENT INFORMATION

TotalEnergies

Year<br> 2020 <br> (M$) Integrated<br> Gas, <br> Renewables <br> & Power Exploration<br> <br>&<br> <br>Production Refining<br> <br>&<br> <br>Chemicals Marketing<br> <br>& Services Corporate Intercompany Total
External<br> sales 15,629 4,973 56,615 63,451 17 - 140,685
Intersegment<br> sales 2,003 18,483 17,378 357 223 (38,444 ) -
Excise<br> taxes - - (2,405 ) (18,576 ) - - (20,981 )
Revenues<br> from sales 17,632 23,456 71,588 45,232 240 (38,444 ) 119,704
Operating<br> expenses (15,847 ) (11,972 ) (70,524 ) (42,807 ) (1,049 ) 38,444 (103,755 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (2,312 ) (16,998 ) (1,878 ) (984 ) (92 ) - (22,264 )
Operating<br> income (527 ) (5,514 ) (814 ) 1,441 (901 ) - (6,315 )
Net<br> income (loss) from equity affiliates and other items 794 697 (393 ) 37 272 - 1,407
Tax<br> on net operating income 71 (208 ) 59 (515 ) (67 ) - (660 )
Net<br> operating income 338 (5,025 ) (1,148 ) 963 (696 ) - (5,568 )
Net<br> cost of net debt (1,768 )
Non-controlling<br> interests 94
Net<br> income - TotalEnergies share (7,242 )
Year<br> 2020 (adjustments) ^(a)^ <br> (M$) Integrated<br> Gas, <br> Renewables <br> & Power Exploration<br> <br>&<br> <br>Production Refining<br> <br>&<br> <br>Chemicals Marketing<br> <br>& Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales 20 - - - - - 20
Intersegment<br> sales - - - - - - -
Excise<br> taxes - - - - - - -
Revenues<br> from sales 20 - - - - - 20
Operating<br> expenses (423 ) (137 ) (1,552 ) (330 ) (60 ) - (2,502 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (953 ) (7,693 ) (306 ) - - - (8,952 )
Operating income ^(b)^ (1,356 ) (7,830 ) (1,858 ) (330 ) (60 ) - (11,434 )
Net<br> income (loss) from equity affiliates and other items (382 ) 54 (677 ) (24 ) 107 - (922 )
Tax<br> on net operating income 298 388 348 93 (145 ) - 982
Net operating income ^(b)^ (1,440 ) (7,388 ) (2,187 ) (261 ) (98 ) - (11,374 )
Net<br> cost of net debt (29 )
Non-controlling<br> interests 102
Net<br> income - TotalEnergies share (11,301 )
^(a)^Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
^(b)^Of which inventory valuation effect
On<br> operating income - - (1,244 ) (196 ) -
On<br> net operating income - - (1,165 ) (137 ) -
Year<br> 2020 (adjusted)<br> (M$) Integrated<br> Gas, <br> Renewables <br> & Power Exploration<br> <br>&<br> <br>Production Refining<br> <br>&<br> <br>Chemicals Marketing<br> <br>& Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
External<br> sales 15,609 4,973 56,615 63,451 17 - 140,665
Intersegment<br> sales 2,003 18,483 17,378 357 223 (38,444 ) -
Excise<br> taxes - - (2,405 ) (18,576 ) - - (20,981 )
Revenues<br> from sales 17,612 23,456 71,588 45,232 240 (38,444 ) 119,684
Operating<br> expenses (15,424 ) (11,835 ) (68,972 ) (42,477 ) (989 ) 38,444 (101,253 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (1,359 ) (9,305 ) (1,572 ) (984 ) (92 ) - (13,312 )
Adjusted<br> operating income 829 2,316 1,044 1,771 (841 ) - 5,119
Net<br> income (loss) from equity affiliates and other items 1,176 643 284 61 165 - 2,329
Tax<br> on net operating income (227 ) (596 ) (289 ) (608 ) 78 - (1,642 )
Adjusted<br> net operating income 1,778 2,363 1,039 1,224 (598 ) - 5,806
Net<br> cost of net debt (1,739 )
Non-controlling<br> interests (8 )
Adjusted<br> net income - TotalEnergies share 4,059
Year<br> 2020<br> (M$) Integrated<br> Gas, <br> Renewables <br> & Power Exploration<br> <br>&<br> <br>Production Refining<br> <br>&<br> <br>Chemicals Marketing<br> <br>& Services Corporate Intercompany Total
--- --- --- --- --- --- --- --- ---
Total<br> expenditures 6,230 6,782 1,325 1,052 145 - 15,534
Total<br> divestments 1,152 819 149 158 177 - 2,455
Cash<br> flow from operating activities 2,129 9,922 2,438 2,101 (1,787 ) - 14,803 
| 34 |

| --- |

Reconciliationof the information by business segment with consolidated financial statements

TotalEnergies

(unaudited)

4th<br> quarter 2021 <br> (M$) Adjusted Adjustments ^(a)^ Consolidated<br><br> <br><br><br> <br>statement<br> of income
Sales 60,348 - 60,348
Excise<br> taxes (5,050 ) - (5,050 )
Revenues<br> from sales 55,298 - 55,298
Purchases,<br> net of inventory variation (36,189 ) 28 (36,161 )
Other<br> operating expenses (6,630 ) (50 ) (6,680 )
Exploration<br> costs (215 ) (108 ) (323 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (3,278 ) (641 ) (3,919 )
Other<br> income 551 (15 ) 536
Other<br> expense (493 ) (262 ) (755 )
Financial<br> interest on debt (483 ) - (483 )
Financial<br> income and expense from cash & cash equivalents 105 15 120
Cost<br> of net debt (378 ) 15 (363 )
Other<br> financial income 195 - 195
Other<br> financial expense (138 ) - (138 )
Net<br> income (loss) from equity affiliates 1,787 73 1,860
Income<br> taxes (3,606 ) (41 ) (3,647 )
Consolidated<br> net income 6,904 (1,001 ) 5,903
TotalEnergies<br> share 6,825 (988 ) 5,837
Non-controlling<br> interests 79 (13 ) 66

^(a)^Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

4th<br> quarter 2020 <br> (M$) Adjusted Adjustments<br> ^(a)^ Consolidated<br><br> <br><br><br> <br>statement<br> of income
Sales 37,940 3 37,943
Excise<br> taxes (5,595 ) - (5,595 )
Revenues<br> from sales 32,345 3 32,348
Purchases,<br> net of inventory variation (20,781 ) 273 (20,508 )
Other<br> operating expenses (6,466 ) (197 ) (6,663 )
Exploration<br> costs (338 ) - (338 )
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (3,172 ) (371 ) (3,543 )
Other<br> income 275 563 838
Other<br> expense (280 ) (417 ) (697 )
Financial<br> interest on debt (497 ) (4 ) (501 )
Financial<br> income and expense from cash & cash equivalents 32 21 53
Cost<br> of net debt (465 ) 17 (448 )
Other<br> financial income 173 - 173
Other<br> financial expense (183 ) - (183 )
Net<br> income (loss) from equity affiliates 367 (294 ) 73
Income<br> taxes (135 ) (14 ) (149 )
Consolidated<br> net income 1,340 (437 ) 903
TotalEnergies<br> share 1,304 (413 ) 891
Non-controlling<br> interests 36 (24 ) 12

^(a)^Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

| 35 |

| --- |

Reconciliationof the information by business segment with consolidated financial statements

TotalEnergies

Year 2021

(M$) Adjusted Adjustments ^(a)^ Consolidated
(unaudited) statement of income
Sales 205,907 (44) 205,863
Excise<br> taxes (21,229) - (21,229)
Revenues<br> from sales 184,678 (44) 184,634
Purchases,<br> net of inventory variation (120,160) 1,538 (118,622)
Other<br> operating expenses (26,754) (140) (26,894)
Exploration<br> costs (632) (108) (740)
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (12,735) (821) (13,556)
Other<br> income 1,300 12 1,312
Other<br> expense (944) (1,373) (2,317)
Financial<br> interest on debt (1,904) - (1,904)
Financial<br> income and expense from cash & cash equivalents 340 39 379
Cost<br> of net debt (1,564) 39 (1,525)
Other<br> financial income 762 - 762
Other<br> financial expense (539) - (539)
Net<br> income (loss) from equity affiliates 4,190 (752) 3,438
Income<br> taxes (9,211) (376) (9,587)
Consolidated net income 18,391 (2,025) 16,366
TotalEnergies<br> share 18,060 (2,028) 16,032
Non-controlling<br> interests 331 3 334
^(a)^Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
Year 2020 (M$) Adjusted Adjustments ^(a)^ Consolidated statement of income
--- --- --- ---
Sales 140,665 20 140,685
Excise<br> taxes (20,981) - (20,981)
Revenues<br> from sales 119,684 20 119,704
Purchases,<br> net of inventory variation (75,672) (1,814) (77,486)
Other<br> operating expenses (24,850) (688) (25,538)
Exploration<br> costs (731) - (731)
Depreciation,<br> depletion and impairment of tangible assets and mineral interests (13,312) (8,952) (22,264)
Other<br> income 1,405 832 2,237
Other<br> expense (689) (817) (1,506)
Financial<br> interest on debt (2,140) (7) (2,147)
Financial<br> income and expense from cash & cash equivalents 68 (31) 37
Cost<br> of net debt (2,072) (38) (2,110)
Other<br> financial income 914 - 914
Other<br> financial expense (689) (1) (690)
Net<br> income (loss) from equity affiliates 1,388 (936) 452
Income<br> taxes (1,309) 991 (318)
Consolidated net income 4,067 (11,403) (7,336)
TotalEnergies<br> share 4,059 (11,301) (7,242)
Non-controlling<br> interests 8 (102) (94)
^(a)^Adjustments include special items, inventory valuation effect and the effect of changes in fair value. 
| 36 |

| --- |

EXHIBIT 99.2

RECENT DEVELOPMENTS

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

USA – Gulf of Mexico: TotalEnergieswithdraws from the North Platte deep water project

On February 10, 2022 – TotalEnergies, through its affiliate TotalEnergies E&P USA, Inc., announced its decision not to sanction and thus to withdraw from the North Platte deepwater project in the US Gulf of Mexico.

The decision not to continue with the project was taken as TotalEnergies has better opportunities for the allocation of its capital within its global portfolio.

TotalEnergies who held a 60% operated interest in North Platte alongside its joint-interest owner Equinor (40%), duly notified its partner and the relevant authorities of its immediate withdrawal from the project, and of its resignation as operator which will be effective following a short transition period to ensure an orderly hand-over of operatorship.

United States: TotalEnergies to Acquire SunPower’sCommercial & Industrial Solar Business

On February 10, 2022, TotalEnergies announced it has signed a definitive agreement with SunPower Corp.’s (NASDAQ:SPWR) to purchase its Commercial & Industrial Solutions (CIS) business for $250 million, including $60 million of earn-out subject to regulatory developments. TotalEnergies is the majority shareholder of SunPower, a leading solar technology and energy services provider.

This acquisition is another step in TotalEnergies’ roadmap to develop its distributed generation business, currently accounting for close to 500 MW in operation worldwide. It is expected to allow TotalEnergies to extend its distributed generation business footprint to the U.S. and to develop over 100 MW of additional capacity per year. Furthermore, this activity is expected to also create synergies with TotalEnergies' large-scale solar energy portfolio in the U.S and enable B2B customers to benefit from more comprehensive energy solutions and new capabilities in financing and project ownership.

Following a thorough process involving discussions with a number of parties, and upon the unanimous recommendation of a special committee of SunPower’s independent directors, the acquisition has been approved by both companies. The transaction is expected to close early second quarter 2022, subject to the satisfaction of customary closing conditions. This operation is not expected to reduce TotalEnergies’ majority ownership stake (50.83%) in SunPower.

Share capital decrease by way of treasuryshares cancellation

On February 9, 2022, the Board of Directors of TotalEnergies SE, under the conditions set forth at the Extraordinary Shareholders’ Meeting of May 26, 2017, decided to decrease the share capital of TotalEnergies SE by way of cancellation of 30,665,526 treasury shares representing 1.16% of the share capital. These shares were repurchased from November 8 to December 22, 2021.

After this cancellation of shares, the number of shares of TotalEnergies SE is 2,609,763,803, and the number of voting rights that can be exercised at the Shareholders’ Meeting is 2,769,135,419. The total number of voting rights attached to these 2,609,763,803 shares (referred to as ‘theoretical voting rights’) is 2,775,508,834, including the voting rights attached to the 6,373,415 treasury shares held by TotalEnergies SE, with a view to allocating them to share performance plans, and with no voting rights.

This transaction has no impact on the consolidated financial statements of TotalEnergies SE, the number of fully diluted weighted-average shares and the earnings per share.

TotalEnergies SE Board of Directors’decisions on 2021 dividend, 2022 shareholder returns, and 2022 Sustainability & Climate resolution

The Board of Directors of TotalEnergies SE, meeting on February 9, 2022 under the chairmanship of Mr. Patrick Pouyanné, Chairman and Chief Executive Officer, approved the following decisions:

1. Dividend for the 2021 financialyear

The Board of Directors decided to propose at the Shareholders' Meeting to be held on May 25, 2022, the distribution of a final dividend of €0.66/share for the 2021 financial year, the same amount as the three interim payments paid for the 2021 financial year.

Taking into account the three interim dividends of €0.66/share previously declared by the Board, the dividend for the 2021 financial year will amount to €2.64/share.

Subject to approval by the General Assembly, this final dividend will be paid in cash exclusively, according to the following schedule:

Shares American Depositary Receipts
Ex-dividend date June 21, 2022 June 17, 2022
Payment date July 1, 2022 July 14, 2022

2. Return to shareholder policyfor the 2022 financial year

The Board of Directors has defined a shareholder return policy for 2022. It will combine:

· an increase in the interim<br>dividends of 5% taking into account the structural growth in cash flow generated by the LNG and electricity business, and
· buybacks to share the surplus<br>cash flow from high hydrocarbon prices. These share buybacks are expected to be $2 billion for the first half of 2022.
--- ---

3. Sustainability & ClimateAdvisory Resolution for the 2022 General Assembly

In accordance with the resolution approved by shareholders in May 2021 on TotalEnergies' ambitions for sustainable development and energy transition toward carbon neutrality, the Board of Directors will report on the progress made in implementing these ambitions at the Shareholders' Meeting on May 25, 2022. With this in mind, the Board of Directors will adopt a Sustainability & Climate - Progress Report 2022, which will be submitted to a shareholder advisory vote at the Annual Shareholders’ Meeting on May 25, 2022. It is expected to be published and presented on March 24, 2022, during a Strategy, Sustainability & Climate investor meeting.

TotalEnergies andVeolia join forces to accelerate the development of biomethane

On February 02, 2022, TotalEnergies announced it signed an agreement with Veolia to produce biomethane from Veolia waste and water treatment facilities operating in more than 15 countries.

The partners expect to develop and co-invest in a portfolio of international projects, with the ambition to produce up to 1.5 terawatt-hours (TWh) of biomethane per year by 2025. This production of renewable gas made from organic waste will be equivalent to the average annual natural gas consumption of 500,000 residents and is expected to avoid some 200,000 tons of CO2 per year. TotalEnergies will market the resulting biomethane as a renewable fuel for mobility or as a substitute for natural gas in other uses.

Uganda and Tanzania:launch of the Lake Albert resources development project

On February 1, 2022, TotalEnergies announced the final investment decision and the launch of the Lake Albert development project representing a total investment of approximately $10 billion.

The Lake Albert development encompasses the Tilenga and Kingfisher upstream oil projects in Uganda and the construction of the East African Crude Oil Pipeline (EACOP) in Uganda and Tanzania. The Tilenga project, operated by TotalEnergies, and the Kingfisher project, operated by the China National Offshore Oil Corporation (CNOOC), are expected to start producing in 2025 and to reach a cumulative plateau production of 230,000 barrels per day (b/d). The upstream partners are TotalEnergies (56.67%), CNOOC (28.33%) and the Uganda National Oil Company (UNOC) (15%). Production from the oil fields in Uganda will be transported to the port of Tanga in Tanzania through the EACOP cross-border pipeline, whose shareholders are TotalEnergies (62%), UNOC (15%), the Tanzania Petroleum Development Corporation (TPDC) (15%) and CNOOC (8%).

All partners are committed to implementing these projects in an exemplary manner, taking into consideration the environmental and biodiversity stakes, as well as the rights of the concerned communities, in accordance with the stringent performance standards of the International Finance Corporation (IFC). In this context, the land acquisition program is currently underway, incorporating areas of improvement identified by independent third-party reviews performed after the first phase of this program led in 2018-2019.

Furthermore, TotalEnergies is committed to implementing action plans that will have a net positive impact on biodiversity as part of the implementation of these projects. In close liaison with the authorities and stakeholders concerned with nature conservation in Uganda and Tanzania, these action plans will be implemented in collaboration with neighboring communities and under the supervision of an independent institution.

This oil development is in line with TotalEnergies' strategy of only approving new projects if they are low-cost and low emissions. In particular, the design of the facilities incorporates several measures to limit greenhouse gas emissions well below 20 kg CO2eq/boe, including the extraction of Liquefied Petroleum Gas for use in regional markets as a substitute for burning biomass, and the solarization of the EACOP pipeline.

TotalEnergies and the Ugandan Ministry of Energy and Minerals also signed a memorandum of understanding (MoU) for the development of renewable energy with the objective of developing 1 gigawatt (GW) of installed capacity, promoting access to electricity and clean energy, supporting national climate change objectives through the deployment of carbon footprint reduction projects.

Mozambique: TotalEnergiesto become a leading player in fuel distribution

On January 31, 2022, TotalEnergies announced it is expanding in Mozambique with the acquisition of BP’s retail network, wholesale fuel business and logistics assets.

The transaction covers a network of 26 service stations, a portfolio of business customers and a 50% interest in SAMCOL, the logistics company previously jointly owned by TotalEnergies and BP, which operates the Matola, Beira and Nacala fuel import terminals.

These assets are complementary to TotalEnergies’ existing network of 57 service stations and current B2B business. With this acquisition, TotalEnergies strengthens its position as the leading retailer of petroleum products in the country.

UK: TotalEnergiessells minority interests in West of Shetland fields

On January 31, 2022, TotalEnergies announced the signing of an agreement to sell to Kistos Energy Limited a 20% interest in the Greater Laggan Area fields and in the Shetland Gas Plant in the United Kingdom, as well as interests in several nearby exploration licenses.

The transaction price includes a firm consideration of $125 million, as well as two contingent payments, the first one up to $40 million depending on the gas price in 2022, and the second one in the event of development of a discovery on an exploration license.

The transaction is subject to the approval of the UK authorities.

The Greater Laggan Area comprises the Laggan, Tormore, Glenlivet, Edradour and Glendronach fields, located around 140 kilometers west of the Shetland Islands, at water depths of 300 to 600 meters. Development of the fields was launched in 2010 and production start-up was achieved in 2016. Production from the 20% interest sold to Kistos Energy Limited was about 8,000 barrels of oil equivalent per day (boe/d) in 2021.

Following completion of the transaction, TotalEnergies E&P UK Limited will hold a 40% operated interest in the Laggan, Tormore, Glenlivet, Edradour and Glendronach fields, including infield facilities and the onshore Shetland Gas Plant, alongside partners Kistos Energy Limited (20%), Ineos E&P UK Limited (20%) and RockRose UKCS15 Limited (20%).

TotalEnergies launchesPort of Marseille Fos’ first ship-to-containership liquefied natural gas (LNG) bunkering operation

On January 24, 2022, TotalEnergies announced the launch of Marseilles’ inaugural ship-to-containership LNG bunkering operation in the Port of Marseille Fos, Southern France with its partner CMA CGM.

CMA CGM BALI, a 15,000 TEU^1^ LNG-powered containership is deployed on the MEX 1 service, connecting Asia and South Europe. She has been refueled by TotalEnergies’ Gas Vitality, the first LNG bunker vessel based in France, with around 6,000m^3^ of LNG, by means of a ship-to-ship transfer alongside the Eurofos container terminal, while the containership carried out cargo operations simultaneously. The Gas Vitality is TotalEnergies' second chartered LNG bunker vessel and is owned by Mitsui O.S.K. Lines, Ltd (MOL).

TotalEnergies has actively invested in LNG infrastructure, critical to support its shipping customers’ uptake of LNG as a marine fuel.

Since November 2020, TotalEnergies has been operating the 18,600-m³ Gas Agility at the Port of Rotterdam and completed the first LNG bunkering operation of the CMA CGM JACQUES SAADE, the largest dual-fuel LNG-powered containership in the world. Together with the Gas Vitality, both vessels demonstrate TotalEnergies’ commitment to make LNG bunkering capabilities readily available in key European hubs. In 2022, TotalEnergies expects to also commence operations of a third LNG bunker vessel to serve Singapore, where it has been awarded a LNG bunker supplier license for a five-year term starting January 1, 2022.

^1^Twenty-footEquivalent Unit: unit used to measure a container ship’s cargo carrying capacity.

TotalEnergies withdrawsfrom Myanmar

On January 21, 2022, TotalEnergies announced its decision to initiate the contractual process of withdrawing from the Yadana field and from MGTC in Myanmar, both as operator and as shareholder, without any financial compensation for TotalEnergies. TotalEnergies' partners in Yadana and MGTC were notified of this withdrawal, which will be effective at the latest at the expiration of the 6-month contractual period. The agreements also stipulate that, in the event of withdrawal, TotalEnergies' interests will be shared between the current partners, unless they object to such allocation, and that the role of operator will be taken over by one of the partners.

During this notice period, TotalEnergies will continue to act as a responsible operator in order to ensure the continuity of gas deliveries for the benefit of the population. TotalEnergies has indicated to its partners its willingness to ease the transition to the new operator and facilitate the transfer of staff who so wish.

United Arab Emirates:TotalEnergies joins Masdar and Siemens Energy in an initiative to drive green hydrogen development and produce sustainable aviation fuel

On January 19, 2022, TotalEnergies announced that Masdar, one of the world’s leading renewable energy companies, welcomed TotalEnergies to a Masdar-led initiative focused on green hydrogen to produce sustainable aviation fuel (SAF).

Masdar, Siemens Energy and TotalEnergies signed a collaboration agreement on the sidelines of Abu Dhabi Sustainability Week (ADSW) 2022, to act as co-developers for a demonstrator plant project, which will be established at Masdar City, Abu Dhabi’s flagship sustainable urban development location.

Since January 2021, the partners in the initiative have completed a range of evaluations on technology suppliers, feasibility studies and conceptual designs, while working closely with regulators on compliance issues. The aim is to proceed to the front-end engineering design (FEED) stage later this year.

Offshore wind:TotalEnergies, Green Investment Group and RIDG secure ScotWind leasing rights to develop a 2 GW windfarm in Scotland

On January 17, 2022, TotalEnergies announced that the joint venture between TotalEnergies (38.25%), Macquarie’s Green Investment Group (GIG) (46.75%) and RIDG (15%), a Scottish developer in offshore wind, successfully secured rights in the N1 area to develop a 2 GW offshore windfarm project in the ScotWind leasing round. The project, named the West of Orkney Windfarm will be located 30km off the west coast of Orkney in Scotland.

This project, which aims to start producing renewable power by 2030, represents potentially more than GBP£4 billion of investment.

As part of this development, the partners expect to unlock a £140m initiative to support the development of the local supply chain, including the enhancement of ports and harbor infrastructure in Orkney and Caithness.

The consortium has already undertaken extensive site investigations, especially in relation to the environment, to ensure that the project fully meets its sustainable development objectives. The consortium has also finalized a grid connection agreement with National Grid.

Once built, the windfarm could also deliver renewable power to the Flotta Hydrogen Hub, a proposed large-scale green hydrogen production facility in Orkney.

The West of Orkney Windfarm is the fourth major offshore wind project that TotalEnergies has embarked on in the UK since 2020. TotalEnergies now has interests in projects with around 5 GW of potential capacity under development and construction in the UK. These projects are expected to come on stream between 2023 and 2030.

Angola: TotalEnergiessells its non-operated interest in blocks 14 and 14k

On January 17, 2022, TotalEnergies announced that it signed an agreement to sell, jointly with Inpex, the company Angola Block 14 B.V. to the Angolan Company Somoil. The transaction is subject to the approval of the Angolan authorities.

Angola Block 14 B.V., owned by TotalEnergies Holdings International B.V. (50.01%) and Inpex Angola Block 14 Ltd (49.99%) holds a 20% interest in block 14 in Angola and a 10% interest in block 14K. The offshore blocks have been producing since 1999. Net production from Angola Block 14 B.V. was 9,000 boe/d in 2021.

Thierry Pflimlinis appointed as the new President Marketing & Services and member of the Executive Committee of TotalEnergies

On January 14, 2022, TotalEnergies announced that Thierry Pflimlin is the President of Marketing & Services and a TotalEnergies Executive Committee member.

Thierry Pflimlin started his career as commercial attaché at the French Embassy in Hanoi. In 1984, he joined the Total Group where he held a number of international positions.

After five years as the CEO of Total Asia Pacific in Singapore he moved back to the head office in 2012 to become the CEO of Total France. In July 2013, he became the Senior Vice President Corporate Affairs in the Marketing & Services Division.

In 2016, he became the President of Total Global Services. In 2021, he was appointed the President of Marketing & Services and member of the Executive Committee of TotalEnergies.

Thierry Pflimlin is a graduate from the Strasbourg Political Studies Institute and the HEC Business School.

TotalEnergies strengthensits position as the leading bidder for solar power on buildings in France

On January 13, 2022, TotalEnergies announced that, through its joint venture with Amarenco, TotalEnergies tops the rankings once again in the CRE 4 call for tenders*^1^*, strengthening its position as the market leader in rooftop solar installations in France. In round 13 of the call for tenders issued by the French Energy Regulatory Commission (CRE), the joint venture has won 194 projects, representing a total of nearly 58 megawatts (MW) or 20% of the capacity awarded.

TotalEnergies has won more than 250 MW of solar projects in total across all 13 rounds of the CRE 4 “rooftop solar” call for tenders initiated in 2017.

^1^ Source:Finergreen Analysis

Plastic Energyand TotalEnergies sign an agreement for an advanced recycling project in Spain

On January 11, 2022, Plastic Energy and TotalEnergies announced a new agreement to promote the development of advanced plastic recycling. Under this agreement, Plastic Energy plans to build a second advanced recycling plant in Sevilla, Spain, in addition to its existing operational plant, which will transform end-of-life plastic waste into a recycled feedstock called TACOIL using Plastic Energy’s patented recycling technology. TotalEnergies plans to convert this raw material into virgin-quality polymers, which can be used for food-grade packaging.

The plant is expected to process and convert 33,000 tons of post-consumer end-of-life plastic waste yearly that would otherwise be destined for landfill or incineration. The plant is expected to become operational in early 2025, with TACOIL to be used for the manufacturing of high-quality polymers in TotalEnergies’ European-based production units, following a successful processing experimentation in TotalEnergies’ petrochemical platform in Antwerp. With identical properties to virgin polymers, the recycled polymers will be suitable for use in food-grade applications, such as flexible and rigid food packaging containers.

Oman: TotalEnergiessigns agreements for the development of low carbon natural gas projects

On December 21, 2021, TotalEnergies announced it signed a series of agreements with the Ministry of Energy and Minerals of the Sultanate of Oman for the sustainable development of the country’s natural gas resources. These agreements include:

· the<br> establishment of Marsa LNG, an integrated company between TotalEnergies (80%) and Oman National<br> Oil Company, OQ (20%). Marsa LNG will produce natural gas from Block 10, with a view to subsequently<br> develop a low-carbon LNG plant in Sohar, powered by solar electricity, for the production<br> of liquefied natural gas (LNG) for bunker fuel.
· a<br> concession agreement for Block 10, to develop and produce natural gas from this block. Marsa<br> LNG will hold a 33.19% interest in Block 10, together with its partners OQ and Shell Integrated<br> Gas Oman B.V. (operator). TotalEnergies’ production from Block 10 is expected to reach<br> approximately 24,000 boe/d in 2023.
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· a<br> gas sales agreement, under which Marsa LNG will sell natural gas from Block 10 to the Government<br> of Sultanate of Oman, for a duration of 18 years or until the start-up of Marsa LNG plant.
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TotalEnergies launchesone of the largest battery-based energy storage sites in France

On December 21, 2021, TotalEnergies announced that it launched one of the largest battery-based energy storage facilities in France. Located at the Flandres center in Dunkirk, this site, which responds to the need for grid stabilization, has a power capacity of 61 MW and a total storage capacity of 61 megawatt hours (MWh). It is made up of 27 containers of 2.5 MWh, designed and assembled by Saft, TotalEnergies’ battery affiliate that notably develops advanced batteries for industry.

This project was selected as part of the long-term tender launched by the French Electricity Transmission Network (RTE) in February 2020, where TotalEnergies was awarded battery storage capacities in France. The full commissioning of the site follows the start-up of a first 25 MW unit in January 2021.

The commissioning of this site marks a new step in the development of TotalEnergies' battery energy storage capabilities. With this project, TotalEnergies is contributing to:

· ensuring<br> sufficient electricity supply in the national grid, especially during peak winter periods,
· guaranteeing<br> grid security by providing fast reserve services*^1^*,
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· supporting<br> the production of renewable energy by allowing more green electricity to be integrated into<br> the grid.
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^1^Fastreserve provides rapid delivery to offset an imbalance in the nominal frequency of 50 hertz (Hz). Activation is automatic, within 15to 30 seconds.

New Caledonia:TotalEnergies and Prony Resources New Caledonia join forces for the territory's energy transition through a 160 MW solar project

On December 20, 2021, TotalEnergies announced that it will develop a series of photovoltaic and energy storage projects in New Caledonia in order to deliver decarbonized electricity via a 25-year renewable power purchase agreement (PPA) for the industrial operations of mining and metallurgy consortium Prony Resources New Caledonia.

Between 2022 and 2025, TotalEnergies, expects to develop, in successive phases, ground-based photovoltaic arrays with installed capacity of 160 MW, as well as 340 MWh of energy battery storage capacity. Most of the installations will be located on property owned by the Grand Sud hydrometallurgical plant. The first photovoltaic power plant (30 MW) is scheduled to come on stream in 2023.

Ultimately, the project is expected to cover nearly two-thirds of the site's electricity needs and will help avoid close to 230,000 tons of CO2 emissions. This project strengthens Prony Resources New Caledonia's ambition of achieving carbon neutrality by 2040.

By combining solar energy and energy storage to replace electricity generated from coal, TotalEnergies is demonstrating its ability to provide a sustainable energy solution to Prony Resources New Caledonia while meeting demanding local, industrial, environmental and social requirements.

Brazil: TotalEnergiesexpands its pre-salt footprint on giant low-cost and low emissions reserves

On December 17, 2021, TotalEnergies announced that TotalEnergies and its co-venturers won the Production Sharing Contracts (PSC) of the Atapu and Sépia pre-salt oil fields offered by Brazil’s National Agency of Petroleum, Natural Gas and Biofuels (ANP) in the Transfer of Rights (ToR) Surplus Bidding Round.

Atapu is a pre-salt oil field in the Santos Basin, located in water depths of about 2,000 meters. Production started in 2020 and has reached a plateau of 160,000 b/d with a first Floating, Production, Storage and Offloading unit (FPSO). A second FPSO is planned to be sanctioned, which would increase the overall oil production of the field to around 350,000 b/d. TotalEnergies, with a 22.5% interest, alongside operator Petrobras (52.5%) and Shell (25%) are partners in the Atapu Production Sharing Contract.

Sépia is also located in the Santos Basin, in water depths of about 2,000 meters. Production started in 2021 and is targeting a plateau of 180,000 b/d with a first FPSO. A second FPSO is planned to be sanctioned, which would increase the overall oil production of the field to around 350,000 b/d. TotalEnergies, with a 28% interest, alongside operator Petrobras (30%), QatarEnergy (21%) and Petronas (21%) are partners in the Sépia Production Sharing Contract.

Production from both fields is expected to contribute to increase TotalEnergies’ production in Brazil from the effective date of the PSC planned by end of April 2022, with 30,000 boe/d in 2022 growing to 50,000 boe/d from 2023.

Gabon: TotalEnergiesEP Gabon finalizes the divestment of interests in non-operated assets and the Cap Lopez Terminal

On December 9, 2021, after receiving the approval of Gabonese authorities, TotalEnergies announced the closing of its agreement to divest to Perenco Oil and Gas Gabon the Cap Lopez Terminal and non-operated assets of its 58%-owned affiliate TotalEnergies EP Gabon.

With this transaction, in an amount of $350 million before final adjustment, TotalEnergies EP Gabon divested its interests in seven mature offshore fields operated by Perenco Oil and Gas Gabon, along with its interests and operatorship in the Cap Lopez oil terminal, to Perenco Oil and Gas Gabon. The divested assets' production stood at 8,400 boe/d for the first three quarters of 2021.

TotalEnergies andPlastic Omnium sign a strategic partnership to accelerate development of recycled plastic materials in the automotive industry

On December 8, 2021, TotalEnergies announced that TotalEnergies and Plastic Omnium signed a strategic partnership that will see them join forces to design and develop new plastic materials, made from recycled polypropylene, which meet the demanding aesthetic and safety standards that apply to the automotive industry.

TotalEnergies and Plastic Omnium will pool their innovation and engineering skills to design new types of recycled materials that offer enhanced performance and are better for the environment while providing deliverable responses to the challenges raised by end-of-life plastics. These new materials, containing 20% to 100% recycled materials sourced from industrial and domestic waste streams, can have a CO2 impact as much as six times lower than using virgin materials.

The use of plastics in automotive bodywork plays a key role in cutting the automotive industry’s carbon emissions. They make it easier to improve aerodynamic performance and reduce the overall weight of vehicles, helping in turn to cut the amount of fuel used by internal combustion vehicles and increase the autonomy of electric vehicles.

Electricvehicles (EV) charging stations: TotalEnergies to install and operate 800 new chargepoints in Ghent, Belgium

On December 7, 2021, TotalEnergies announced that it won a call for tenders from the municipality of Ghent, in Belgium, for the installation and operation of EV public charging stations, with 800 new public charge points by 2025. With this agreement, the city of Ghent will enhance its public network for EV. These new charging stations, to be

installed by TotalEnergies and operated for the next ten years, will be supplied with 100% renewable electricity generated by offshore wind power in the North Sea off the coast of Belgium.

In accordance with the process agreed on with the City, individuals and professionals in Ghent (residents, taxi companies, car-sharing firms, local businesses) may start to submit requests for charge points’ installation near their premises, workplaces or homes. To optimize the existing network, the City of Ghent will also analyze the usage rate of EV charging stations already in operation to determine if the current offering should be reinforced with additional charge points in certain districts.

After winning public contracts to install and operate more than 3,500 EV charging stations in Brussels and Antwerp, TotalEnergies is cementing its role as a major player in electric mobility in Belgium. TotalEnergies is also developing a full network of High-Power Charge (HPC – up to 175 kW) points at its service stations and continues to install charge points for professionals and individuals across the country.

Angola: Start-upof CLOV Phase 2 project

On December 3, 2021, TotalEnergies, operator of Block 17 in Angola, together with the Angolan National Oil, Gas and Biofuels Agency (ANPG), announced the start of production of CLOV Phase 2, a project connected to the existing CLOV FPSO. This tie-back project is expected to reach a production of 40,000 boe/d in mid-2022.

Launched in 2018, this project was carried out within budget and planned execution duration, despite the challenges associated with the COVID-19 pandemic.

Block 17 is operated by TotalEnergies with a 38% stake, alongside Equinor (22.16%), ExxonMobil (19%), BP Exploration Angola Ltd (15.84%) and Sonangol P&P (5%). The Contractor Group operates four FPSOs in the main production areas of the block, namely Girassol, Dalia, Pazflor and CLOV.

Taiwan: productionstart-up of the Yunlin offshore wind farm

On November 30, 2021, TotalEnergies announced the start of power generation from the first turbine of the Yunlin offshore wind farm in Taiwan. TotalEnergies joined this project, operated by wpd, with a 23% interest in May 2021 alongside EGCO Group and a consortium of Japanese investors led by Sojitz.

The Yunlin offshore wind farm has a capacity of 640 MW from 80 turbines of 8 MW. Once onstream, it is expected to produce 2.4 TWh of renewable electricity per year, enough to serve the power needs of up to 605,000 households.

The first turbine was commissioned and successfully connected to the grid in November, with a target to get a first batch of 9 turbines into full operation mode by end-2021, able to produce 270 gigawatt hours (GWh) per year.

Considered by Taiwan’s authorities as a key area for the development of renewable energies, offshore wind power is expected to contribute significantly to the objective of generating 20% of renewable electricity by 2025 while fostering the emergence of a local wind power industry.

United States:TotalEnergies and Clean Energy launch the construction of their first biogas unit

On November 30, 2021, TotalEnergies announced that, through their joint venture, TotalEnergies and its U.S. partner Clean Energy Fuels Corp. (Clean Energy) are launching the construction of their first biomethane production unit, in Friona, Texas. The biomethane will be used as an alternative fuel for mobility, thus contributing to decarbonize road transportation.

Located on the Del Rio Dairy farm, the facility will be fueled by the onsite supply of livestock manure to produce more than 40 GWh of biomethane per year. The biomethane will be distributed in the United States by Clean Energy through its network of fueling stations, enabling the supply of renewable gas to between 200 and 300 trucks per year.

By processing cow manure, a significant source of methane emissions, and substituting fossil fuels with renewable energies, the project is expected to avoid some 45,000 tons of CO2e*^1^* emissions per year.

^1^ CO2emeans CO2 equivalent, the metric used to measure various greenhouse gas emissions (methane, CO2, etc.), basedon their global warming potential.

TotalEnergies launchesits largest solar power plant in France

On November 29, 2021, TotalEnergies announced the launch of its largest photovoltaic solar power plant in France^1^, with a capacity of 55 MW.

The solar farm, located northeast of Gien (Loiret), comprises 126,000 photovoltaic panels spread over 75 hectares. The plant is expected to produce around 64 GWh per year, equivalent to the annual electricity consumption of around 38,000 people and keep more than 550,000 tons of CO2 out of the atmosphere during its lifetime.

This photovoltaic project is part of a sustainable, responsible approach designed to support the development of renewable energies in France. This project includes:

· A<br> participative financing: To involve site neighbors and share the value created by these projects<br> with the regions, the plant was built with a participative financing in an amount of €2,200,200<br> to which 212 residents of the Loiret and surrounding departments largely contributed.
· A<br> plan to protect biodiversity: The Company has put in place the measures required to preserve<br> biodiversity, including the creation of bat shelters and the construction of a pond to promote<br> amphibian reproduction.
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TotalEnergies teams intend to operate and maintain the plant locally throughout its 30-year operating lifespan.

^1^Source: Internal data.

Libya: TotalEnergiesstrengthens its presence and implements its multi-energy strategy

On November 23, 2021, TotalEnergies announced the signature of various agreements with Libyan authorities for the sustainable development of the country’s natural resources.

These agreements aim to develop solar projects supplying electricity to the Libyan people and to invest in projects reducing gas flaring in oil fields in order to supply gas to power plants as well as to contribute to the national goal of restoring the country’s oil production to 2 million b/d and supplying world markets.

Among the signed agreements is a memorandum of understanding between TotalEnergies and the General Electricity Company of Libya for the development of solar photovoltaic projects with a total capacity of 500 MW designed to supply electricity to the national grid.

Additionally, the Council of Ministers of the Government of National Unity approved the joint acquisition by TotalEnergies and ConocoPhillips of the 8.16% interest held by Hess in the Waha concessions, which will increase TotalEnergies’ interest in these concessions from 16.33% to 20.41%. During the conference, TotalEnergies confirmed its willingness:

· to<br> develop the production capacity of the Waha concessions, notably the 100,000 b/d North Gialo<br> project, representing a $2 billion investment,
· to<br> invest in gas gathering projects to reduce flaring and supply power plants in the region<br> and to use solar energy to power Waha’s industrial facilities.
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TotalEnergies partnerswith the Government of Suriname to contribute to preserve forests as carbon sinks

On November 19, 2021, TotalEnergies announced it signed an agreement with the Government of Suriname to provide support for its national strategy to reduce greenhouse gas emissions by preserving forests in the country. This public-private partnership illustrates the alignment between the ambition of TotalEnergies and the Government of Suriname to protect forest ecosystems and biodiversity while benefiting local communities.

The agreement signed by the Government of Suriname and TotalEnergies provides for future projects to preserve forest ecosystems. The emissions reductions stemming from these actions are expected to be certified in accordance with highest international standard.

Australia: TotalEnergiesinks two partnerships to develop natural carbon sinks

On November 18, 2021, TotalEnergies announced it established two operational partnerships with Australian carbon developers AgriProve and Corporate Carbon to develop natural below-ground carbon sinks in Australia and help prevent savanna fires, notably in Africa.

1. Partnership with AgriProve: a 20,000-hectare soil carbon sequestration operation to remove and sequester more than 3 million tons of CO2e**.**

2. Partnership with Corporate Carbon: an international methodology for savanna fire management based on Australian Indigenous land management know-how to help preserve African landscapes**.**

TotalEnergies andDaimler Truck AG partner to develop hydrogen ecosystem for transportation in Europe

On November 10, 2021, TotalEnergies announced that it signed an agreement with Daimler Truck AG on their joint commitment to the decarbonization of the road freight in the European Union. The partners will collaborate in the development of ecosystems for heavy-duty trucks running on hydrogen, with the intent to demonstrate the attractiveness and effectiveness of trucking powered by clean hydrogen and the ambition to play a lead role in kickstarting the rollout of hydrogen infrastructure for transportation.

The collaboration includes hydrogen sourcing and logistics, dispensing of hydrogen in service stations, development of hydrogen-based trucks, establishment of a customer base as well as other areas.

In particular, TotalEnergies has the ambition by 2030 to operate directly or indirectly up to 150 hydrogen refueling stations in Germany, the Netherlands, Belgium, Luxemburg and France. As part of the collaboration, Daimler Truck is also to supply hydrogen-powered fuel-cell trucks to its customers in the Netherlands, Belgium, Luxemburg and France by 2025. The truck manufacturer will support its customers to ensure easy operability and highly competitive uptime.

In order to develop these projects and to establish hydrogen-based transportation as a viable option, both companies want to jointly investigate the means of reducing the Total Cost of Ownership (TCO) of hydrogen truck operations, in line with their common approach to work together with authorities on the regulatory framework in the European Union.

Daimler Truck and TotalEnergies are both members of the H2Accelerate consortium. The two companies remain fully committed to working with the consortium, a key vehicle to support the rollout of hydrogen-powered transport in Europe in the coming decade.

Norway: TotalEnergies,Iberdrola and Norsk Havvind join forces for offshore wind development

On November 3, 2021, TotalEnergies announced that it joined forces with Iberdrola and Norsk Havvind to respond to the Norwegian authorities' call for tenders for the development of floating and bottom-fixed wind projects for a cumulated capacity of 4.5 GW at two offshore sites in southern Norway.

The consortium intends to leverage the proven technical expertise of its members in both bottom fixed and floating offshore wind, as well as its in-depth knowledge of the challenges, territories and stakeholders in Norway. In addition, on successful award, the consortium intends to focus on strengthening the local industrial competencies and ensuring the successful development of the Norwegian offshore wind supply chain.

FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of 1995, notably with respect to the financial condition, results ofoperations, business activities and industrial 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 zeroemissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not dependsolely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense orforward-looking words such as “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Suchforward-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 the Group as of the date of this document.

These forward-looking statements are not historicaldata and should not be interpreted as assurances that the perspectives, objectives or goals announced will be achieved. They may proveto be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initiallyestimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to theoccurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and priceof petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operatingefficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environmentand climate, currency fluctuations, as well as economic and political developments, changes in market conditions, loss of market shareand changes in consumer preferences, or pandemics such as the COVID-19 pandemic. Additionally, certain financial information is basedon estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.

Except for its ongoing obligations to disclosematerial information as required by applicable securities laws, TotalEnergies does not have any intention or obligation to update forward-lookingstatements after the distribution of this document, even if new information, future events or other circumstances have made them incorrector misleading.

For additional factors, you should read theinformation set forth under “Item 3. -3.2 Risk Factors”, “Item 4. Information on the Company”, “Item 5.Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk”in TotalEnergies’ Form 20-F for the year ended December 31, 2020.

Exhibit 99.3

CAPITALIZATION AND INDEBTEDNESS OF TOTALENERGIES

(unaudited)

The following table sets out the unaudited consolidated capitalization and long-term indebtedness, as well as short-term indebtedness, of TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE (collectively, “TotalEnergies”) as of December 31, 2021, prepared on the basis of IFRS. Currency amounts are expressed in U.S. dollars (“dollars” or “$”) or in euros (“euros” or “€”).

At December 31,<br><br>2021
(in millions of dollars)
Current financial debt, including current portion of non-current financial debt
Current portion of non-current financial debt 6,142
Current financial debt 8,893
Current portion of financial instruments for interest rate swaps liabilities 316
Other current financial instruments — liabilities 56
Financial liabilities directly associated with assets held for sale 15
Total current financial debt 15,422
Non-current financial debt 49,512
Non-controlling interests 3,263
Shareholders’ equity
Common shares 8,224
Paid-in surplus and retained earnings 117,849
Currency translation adjustment (12,671)
Treasury shares (1,666)
Total shareholders’ equity — TotalEnergies share 111,736
Total capitalization and non-current indebtedness 164,511

As of December 31, 2021, TotalEnergies SE had an authorized share capital of 3,686,636,841 ordinary shares with a par value of €2.50 per share, and an issued share capital of 2,640,429,329 ordinary shares (including 33,841,104 treasury shares from shareholders’ equity).

As of December 31, 2021, approximately $7,720 million of TotalEnergies’ non-current financial debt was secured and $41,792 million was unsecured, and all of TotalEnergies’ current financial debt of $8,893 million was unsecured. As of December 31, 2021, TotalEnergies had no outstanding guarantees from third parties relating to its consolidated indebtedness. Since December 31, 2021, TotalEnergies SE issued perpetual subordinated notes recorded as equity under IFRS of an aggregate of €1.75 billion principal amount, in two tranches of €1 billion with a first call date in 5.25 years and €750 million with a first call date in 15 years (or approximately $2.0 billion using the €/$ exchange rate on January 28, 2022 of €1=$1.1160, as released by the Board of Governors of the Federal Reserve System on January 31, 2022).

For more information about TotalEnergies’ off-balance sheet commitments and contingencies, see Note 13.1 of the Notes to TotalEnergies’ audited Consolidated Financial Statements in its Annual Report on Form 20-F for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 31, 2021.

Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent liabilities of TotalEnergies since December 31, 2021.

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