6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

October 28, 2021

Commission File Number 001-10888

TotalEnergies SE

(Translation of registrant’s name into English)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France
(Address of principal executive offices)

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

Form 20-F  x        Form 40-F  ¨

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

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

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

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

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NOS. 333-255641, 333-255641-01, 333-255641-02 AND 333-255641-03) OF TOTALENERGIES SE, TOTALENERGIES CAPITAL INTERNATIONAL, TOTALENERGIES CAPITAL CANADA LTD. AND TOTALENERGIES CAPITAL AND THE REGISTRATION STATEMENT ON FORM S-8 (NO. 333-255455) OF TOTALENERGIES SE, AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 third quarter of 2021 and nine months ended September 30, 2021, a description of certain recent developments relating to its business, as well as a capitalization table as of September 30, 2021.

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Results for the Third Quarter of 2021 and Nine Months Ended September 30, 2021
Exhibit 99.2	Recent Developments
Exhibit 99.3	Capitalization and Indebtedness

SIGNATURES

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

	TotalEnergies SE
Date: October 28, 2021	By:	/s/ ANTOINE LARENAUDIE
		Name:	Antoine LARENAUDIE
		Title:	Group Treasurer

EX-99.1

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 third quarter of 2021 and nine months ended September 30, 2021 has been derived from TotalEnergies’ unaudited consolidated balance sheets as of September 30, 2021, unaudited statements of income, comprehensive income, cash flow and business segment information for the third quarter of 2021 and nine months ended September 30, 2021 and unaudited consolidated statements of changes in shareholders’ equity for the nine months ended September 30, 2021 on pages 21 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

			3Q21		3Q21	in millions of dollars			9M21
			vs		vs	(except earnings per share and number of			vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	shares)	9M21	9M20	9M20
54,729	47,049	33,142	+65%	48,589	+13%	Sales	145,515	102,742	+42%
11,180	8,667	5,321	x2.1	8,989	+24%	Adjusted EBITDA1	28,017	15,904	+76%
5,374	4,032	1,459	x3.7	3,673	+46%	Adjusted net operating income2 from business segments	12,893	4,580	x2.8
2,726	2,213	801	x3.4	1,734	+57%	• Exploration & Production	6,914	1,295	x5.3
1,608	891	285	x5.6	574	x2.8	• Integrated Gas, Renewables & Power	3,484	1,524	x2.3
602	511	(88)	ns	952	-37%	• Refining & Chemicals	1,356	869	+56%
438	417	461	-5%	413	+6%	• Marketing & Services	1,139	892	+28%
1,377	(680)	94	x14.6	1,381	-0.2%	Net income (loss) from equity affiliates	1,578	379	x4.2
1.71	0.8	0.04	x43	1.04	+64%	Fully-diluted earnings per share ($)	3.74	(3.22)	ns
2,655	2,646	2,637	+1%	2,614	+2%	Fully-diluted weighted-average shares (millions)	2,648	2,612	+1%
4,645	2,206	202	x23	2,800	+66%	Net income (TotalEnergies share)	10,195	(8,133)	ns
2,813	2,802	2,184	+29%	3,296	-15%	Organic investments3	7,993	6,908	+16%
(958)	396	(272)	ns	3,422	ns	Net acquisitions4	1,029	1,551	-34%
1,855	3,198	1,912	-3%	6,718	-72%	Net investments5	9,022	8,459	+7%
5,640	7,551	4,351	+30%	8,206	-31%	Cash flow from operations6	18,789	9,129	x2.1
						Of which:
(2,698)	669	980	ns	1,523	ns	• (increase) decrease in working capital	(2,848)	527	ns
(330)	(409)	(491)	ns	(532)	ns	• financial charges	(1,122)	(1,502)	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 page17 of this exhibit.

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.

3 “Organic investments” = net investments excluding acquisitions, asset sales and other operations with non-controlling interests.

4 “Net acquisitions” = acquisitions - assets sales - other transactions with non-controlling interests (see page18).

5 “Net investments” = organic investments + net acquisitions (see “Investments – Divestments’” on page18).

6 See also “C. TotalEnergies results – Cash Flow”. The reconciliation table for different cash flow figures is set forth under “Cash Flow” on page18 of this exhibit.

Environment* — liquids and gas price realizations, refining margins

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19		9M21	9M20	9M20
73.5	69.0	42.9	+71%	62.0	+19%	Brent ($/b)	67.9	41.1	+65%
4.3	3.0	2.1	x2	2.3	+85%	Henry Hub ($/Mbtu)	3.3	1.9	+74%
16.9	8.7	2.9	x5.9	3.9	x4.3	NBP** ($/Mbtu)	10.8	2.5	x4.3
18.6	10.0	3.6	x5.1	4.7	x4	JKM*** ($/Mbtu)	12.9	3.1	x4.2
67.1	62.9	39.9	+68%	58.0	+16%	Average price of liquids ($/b) Consolidated subsidiaries	62.2	35.6	+75%
6.33	4.43	2.52	x2.5	3.48	+82%	Average price of gas ($/Mbtu) Consolidated subsidiaries	4.95	2.84	+74%
9.10	6.59	3.57	x2.5	5.93	+53%	Average price of LNG ($/Mbtu) Consolidated subsidiaries and equity affiliates	7.25	4.81	+51%
20.5	10.2	(2.7)	ns	47.4	-57%	Variable cost margin – Refining Europe, VCM ($/t)****	12.3	13.6	-10%

* The indicators are shown on page 20.

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

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

**** This indicator represents TotalEnergies’ average margin on variable cost for refining in Europe (equal to the difference between TotalEnergies European refined product sales and crude oil purchases with associated variable costs divided by volumes refined in tons) – 3Q21 data restated to reflect 2Q21 environment for energy costs.

The average LNG selling price increased by 38% in the third quarter 2021 compared to the second quarter 2021, benefiting on a lagged basis from the increase in the oil and gas price indexes on long-term contracts.

Greenhouse gas emissions (GHG)¹

3Q21*	2Q21*	GHG emissions (MtCO2e)	2020	2020 (excluding Covid effect)
8	7	Scope 1+2 from operated oil & gas facilities2	35.8	39
81	77	Scope 3 from energies sales3	350	400
46	45	Scope 1+2+3 in Europe4	212	239

* Estimated emissions.

¹The six greenhouse gases in the Kyoto protocol, namely CO₂, CH₄, N₂O, HFCs, PFCs and SF₆, with their respective GWP (Global Warming Potential) as described in the 2007 IPCC report. HFCs, PFCs and SF₆ are virtually absent from TotalEnergies’ emissions or are considered as non-material and are therefore not counted.

²      Scope 1+2 GHG emissions of operated oil & gas facilities are defined as the sum of direct emissions of greenhouse gases from sites or activities that are included in the scope of reporting (as defined in TotalEnergies’ 2020 Form 20-F filed on March 31, 2021) and indirect emissions attributable to brought-in energy (electricity, heat, steam), excluding purchased industrial gases (H₂). They do not include facilities for power generation from renewable sources or natural gas, such as combined cycle natural gas power plants (CCGT) and sites with GHG emissions and activities of less than 30 kt CO₂e/year.

³Scope 3 GHG emissions are defined as the indirect emissions of greenhouse gases related to the use by customers of energy products sold for end-use, i.e., combustion of the products to obtain energy. A stoichiometric emission (oxidation of molecules to carbon dioxide) factor is applied to these sales to obtain an emission volume. TotalEnergies usually follows the oil & gas industry reporting guidelines published by IPIECA, which comply with the GHG Protocol methodologies. Only item 11 of Scope 3 (use of sold products), which is the most significant, is reported.

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

2

Production*

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Hydrocarbon production	9M21	9M20	9M20
2,814	2,747	2,715	+4%	3,040	-7%	Hydrocarbon production (kboe/d)	2,808	2,882	-3%
1,288	1,258	1,196	+8%	1,441	-11%	Oil (including bitumen) (kb/d)	1,272	1,319	-4%
1,526	1,489	1,519	-	1,599	-5%	Gas (including condensates and associated NGL) (kboe/d)	1,535	1,563	-2%

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Hydrocarbon production	9M21	9M20	9M20
2,814	2,747	2,715	+4%	3,040	-7%	Hydrocarbon production (kboe/d)	2,808	2,882	-3%
1,517	1,464	1,437	+6%	1,720	-12%	Liquids (kb/d)	1,496	1,563	-4%
7,070	7,017	6,973	+1%	7,200	-2%	Gas (Mcf/d)	7,161	7,193	-

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

Hydrocarbon production was 2,814 thousand barrels of oil equivalent per day (kboe/d) in the third quarter 2021, up 4% year-on-year, comprised of:

· +6% due to project start-ups and ramp-ups, including North Russkoye in Russia and Iara in Brazil, and the resumption of production in Libya,

· +5% due to the increase in gas demand and OPEC+ production quotas,

· -1% due to the price effect,

· -3% due to planned maintenance and unplanned downtime, notably in Norway (Snøhvit)

· -3% due to natural decline of fields.

Hydrocarbon production was 2,814 thousand barrels of oil equivalent per day (kboe/d) in the third quarter 2021, up 2% quarter-on-quarter, due to the end of summer maintenance programs and the increase in OPEC+ production quotas.

For the first nine months of 2021 hydrocarbon production was 2,808 kboe/d, down 3% year-on-year, comprised of:

· +3% due to project start-ups and ramp-ups, including North Russkoye in Russia, Iara in Brazil and Johan Sverdrup in Norway, and the resumption of production in Libya,

· +2% due to the increase in gas demand, particularly in Norway, and OPEC+ production quotas,

· -1% due to portfolio effect, in particular the disposals of assets in the United Kingdom and the CA1 block in Brunei,

· -1% due to the price effect,

· -3% due planned maintenance and unplanned downtime, notably in the United Kingdom and Norway (Snøhvit),

· -3% due to natural decline of fields.

3

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 33-41 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.

4

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

Production and sales of Liquefied natural gas (LNG) and electricity

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Hydrocarbon production for LNG	9M21	9M20	9M20
533	502	518	+3%	539	-1%	iGRP (kboe/d)	518	530	-2%
67	52	70	-3%	73	-8%	Liquids (kb/d)	61	70	-12%
2,527	2,464	2,445	+3%	2,546	-1%	Gas (Mcf/d)	2,489	2,509	-1%

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Liquefied Natural Gas in Mt	9M21	9M20	9M20
10.0	10.5	8.1	+24%	7.4	+34%	Overall LNG sales	30.4	28.3	+7%
4.3	4.2	4.3	-1%	4.2	+2%	including sales from equity production*	12.8	13.3	-4%
8.3	8.8	6.6	+25%	5.5	+50%	including sales by TotalEnergies from equity production and third party purchases	25.0	23.2	+8%

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

Hydrocarbon production for LNG increased by 6% compared to the second quarter 2021, in particular due to the end of planned maintenance at Ichthys in Australia.

Total LNG sales increased sharply compared to 2020, up 24% for the third quarter and 7% for the first nine months.

			3Q21				9M21
3Q21	2Q21	3Q20	vs	Renewables & Electricity	9M21	9M20	vs
			3Q20				9M20
42.7	41.7	26.3	+62%	Portfolio of renewable power generation gross capacity (GW) (1),(2)	42.7	26.3	+62%
9.5	8.3	5.1	+87%	o/w installed capacity	9.5	5.1	+87%
6.1	5.4	4.0	+52%	o/w capacity in construction	6.1	4.0	+52%
27.1	28.0	17.3	+57%	o/w capacity in development	27.1	17.3	+57%
26.6	22.6	14.2	+88%	Gross renewables capacity with PPA (GW) (1),(2)	26.6	14.2	+88%
31.7	30.7	18.0	+77%	Portfolio of renewable power generation net capacity (GW) (1),(2)	31.7	18.0	+77%
4.7	4.0	2.3	x2.1	o/w installed capacity	4.7	2.3	x2.1
4.0	3.1	1.6	x2.5	o/w capacity in construction	4.0	1.6	x2.5
23.0	23.6	14.1	+64%	o/w capacity in development	23.0	14.1	+64%
4.7	5.1	4.1	+17%	Net power production (TWh) (3)	14.5	9.9	+46%
1.7	1.7	1.0	+67%	incl. Power production from renewables	4.9	2.8	+75%
6.0	5.8	4.4	+37%	Clients power - BtB and BtC (Million) (2)	6.0	4.4	+37%
2.7	2.7	1.7	+56%	Clients gas - BtB and BtC (Million) (2)	2.7	1.7	+56%
11.7	12.7	10.2	+15%	Sales power - BtB and BtC (TWh)	40.5	33.8	+20%
13.2	20.6	13.5	-2%	Sales gas - BtB and BtC (TWh)	70.0	64.4	+9%
291	310*	64	x4.6	Proportional adjusted EBITDA Renewables and Electricity (M$) (4)	946	404	x2.3
104	82*	66	+57%	incl. from renewables business	334	250	+34%

¹ Includes 20% of Adani Green Energy Limited (AGEL) gross capacity effective first quarter 2021.

² End of period data.

³ Solar, wind, biogas, hydroelectric and 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 consolidation method.

* 2Q21 data corrected for estimated results of AGEL.

5

Gross installed renewable power generation capacity grew to 9.5 GW at the end of the third quarter 2021, up 1.2 GW thanks in particular to the acquisition by AGEL (TotalEnergies 20%) during the quarter of the operating assets of SB Energy India's 5 GW renewable portfolio. Total gross capacity increased by 1 GW over the quarter to 42.7 GW, mainly due to the addition of a 1 GW solar power plant project in Iraq.

Net electricity generation stood at 4.7 TWh in the third quarter 2021, up 17% year-on-year, mainly due to strong growth in renewable electricity generation and the acquisition of four natural gas power plants (CCGT) in France and Spain in the fourth quarter 2020.

TotalEnergies’ Renewables and Electricity business adjusted EBITDA was $291 million in the third quarter 2021, a 4.6-fold increase over one year, driven by growing electricity production, particularly from renewables, and the number of gas and electricity customers.

Results

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	in millions of dollars	9M21	9M20	9M20
8,482	5,086	1,995	x4.3	3,667	x2.3	External sales	19,070	10,398	+83%
876	436	253	x3.5	321	x2.7	Operating income	1,936	(463)	ns
782	419	225	x3.5	898	-13%	Net income (loss) from equity affiliates and other items	1,464	645	x2.3
(208)	(56)	(266)	ns	(222)	ns	Tax on net operating income	(365)	64	ns
1,450	799	212	x6.8	997	+45%	Net operating income	3,035	246	x12.3
158	92	73	x2.2	(423)	ns	Adjustments affecting net operating income	449	1,278	-65%
1,608	891	285	x5.6	574	x2.8	Adjusted net operating income*	3,484	1,524	x2.3
755	356	99	x7.6	206	x3.7	including income from equity affiliates	1,375	278	x4.9
639	759	450	+42%	640	-	Organic investments	2,150	1,714	+25%
(941)	166	36	ns	3,375	ns	Net acquisitions	1,119	1,606	-30%
(302)	925	486	ns	4,015	ns	Net investments	3,269	3,320	-2%

*Detail of adjustment items shown in the business segment information starting on page 33 of this exhibit.

Adjusted net operating income for the iGRP segment was:

· $1,608 million in the third quarter 2021, a 5.6-fold increase from a year ago, thanks to the increase in LNG prices and the strong performance of gas and electricity trading activities,

· $3,484 million for the first nine months of 2021, 2.3 times greater than last year, for the same reasons.

Adjusted net operating income for the iGRP segment excludes special items and the impact of changes in fair value. In the third quarter 2021, the exclusion of special items had a positive impact of $158 million on the segment’s adjusted net operating income, compared to a positive impact of $73 million in the third quarter 2020. In the first nine months 2021, the exclusion of special items had a positive impact of $449 million on the segment’s adjusted net operating income, compared to a positive impact of $1,278 million in the first nine months 2020.

The segment’s operating cash flow before working capital changes¹ 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:

· $1,720 million in the third quarter 2021, 2.5 times greater than third quarter 2020, thanks to the rise in LNG prices and the strong performance of gas and electricity trading activities, and

· $3,683 million for the first nine months of 2021, up 57% year-on-year, for the same reasons.

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

· -$463 million for the third quarter 2021 compared to $654 million for the third quarter 2020, due to variations in margin calls related to hedging contracts in a context of highly volatile gas and electricity markets,

· $884 million for the first nine months 2021, a decrease of 43% compared to $1,554 million for the first nine months 2020.

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 18 of this exhibit.

6

B.2.   Exploration & Production segment

Production

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Hydrocarbon production	9M21	9M20	9M20
2,281	2,245	2,197	+4%	2,501	-9%	EP (kboe/d)	2,290	2,352	-3%
1,450	1,412	1,367	+6%	1,647	-12%	Liquids (kb/d)	1,435	1,493	-4%
4,543	4,553	4,528	-	4,654	-2%	Gas (Mcf/d)	4,672	4,684	-

Results

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	in millions of dollars, except effective tax rate	9M21	9M20	9M20
1,921	1,743	1,142	+68%	1,631	+18%	External Sales	5,178	3,716	+39%
4,395	3,180	768	x5.7	2,257	x1.9	Operating income	10,416	(6,356)	ns
139	(1,243)	251	-45%	77	+81%	Net income (loss) from equity affiliates and other items	(834)	691	ns
46.4%	38.2%	32.9%		39.7%		Effective tax rate*	42.5%	39.7%
(2,007)	(1,195)	(243)	ns	(1,094)	ns	Tax on net operating income	(4,382)	(299)	ns
2,527	742	776	x3.3	1,240	x2.0	Net operating income	5,200	(5,964)	ns
32	1,471	25	+28%	494	-94%	Adjustments affecting net operating income	1,714	7,259	-76%
2,726	2,213	801	x3.4	1,734	+57%	Adjusted net operating income**	6,914	1,295	x5.3
315	279	268	+18%	297	+6%	including income from equity affiliates	864	706	+22%
1,656	1,559	1,266	+31%	2,064	-20%	Organic investments	4,494	3,950	+14%
(34)	231	(309)	ns	(3)	ns	Net acquisitions	(5)	(4)	ns
1,622	1,790	957	+69%	2,061	-21%	Net investments	4,489	3,946	+14%

* “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 33 of this exhibit.

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

· $2,726 million in the third quarter 2021, more than three times greater than in the third quarter 2020, thanks to the sharp increase in oil and gas prices,

· $6,914 million in the first nine months of 2021, more than five times greater than in the first nine months of 2020, for the same reasons.

Adjusted net operating income for the Exploration & Production segment excludes special items. In the third quarter 2021, the exclusion of special items had a positive impact of $199 million on the segment’s adjusted net operating income, compared to a positive impact of $25 million in the third quarter 2020. In the first nine months 2021, the exclusion of special items had a positive impact of $1,714 million on the segment’s adjusted net operating income, compared to a positive impact of $7,259 million in the first nine months 2020.

The segment’s operating cash flow before working capital changes² excluding financial charges, except those related to leases was:

· $4,943 million in the third quarter 2021, up 87% compared to 2,646 in the third quarter 2020, and

· $13,029 million in the first nine months 2021, up 85% compared to $7,032 million in the first nine months 2020, in line with higher oil and gas prices.

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 18 of this exhibit.

7

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

· $4,814 million in the third quarter 2021, 2.4 times greater than $2,043 million in the third quarter 2020, and

· $13,385 million in the first nine months 2021, an increase of 95% compared to $6,876 million in the first nine months 2020.

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

Results

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	in millions of dollars	9M21	9M20	9M20
44,319	40,220	30,004	+48%	43,289	+2%	External sales	121,253	88,621	+37%
1,682	1,534	261	x6.4	1,593	+6%	Operating income	4,770	(63)	ns
81	180	(233)	ns	(10)	ns	Net income (loss) from equity affiliates and other items	315	(293)	ns
(495)	(457)	(238)	ns	(385)	ns	Tax on net operating income	(1,408)	(194)	ns
1,268	1,257	(210)	ns	1,198	+6%	Net operating income	3,677	(550)	ns
(228)	(329)	583	ns	167	ns	Adjustments affecting net operating income	(1,182)	(2,311)	ns
1,040	928	373	x2.8	1,365	-24%	Adjusted net operating income*	2,495	1,761	+42%
506	468	449	+13%	570	-11%	Organic investments	1,309	1,183	+11%
17	(1)	2	x8.5	52	-67%	Net acquisitions	(87)	(48)	ns
523	467	451	+16%	622	-16%	Net investments	1,222	1,135	+8%

* Detail of adjustment items shown in the business segment information starting on page 33 of this exhibit

The Downstream segment’s operating cash flow before working capital changes² excluding financial charges, except those related to leases was:

· $1,611 million in the third quarter 2021, an increase of 66% compared to $971 million in the third quarter 2020, and

· $3,943 million in the first nine months 2021, an increase of 12% compared to $3,523 million in the first nine months 2020.

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

· $1,644 million in the third quarter 2021, a decrease of 20% compared to $2,060 million in the third quarter 2020, and

· $5,974 million in the first nine months 2021, 2.5 times greater than $2,377 million in the first nine months 2020.

B.4 Refining & Chemicals segment

Refinery and petrochemicals throughput and utilization rates

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Refinery throughput and utilization rate*	9M21	9M20	9M20
1,225	1,070	1,212	+1%	1,719	-29%	Total refinery throughput (kb/d)	1,147	1,302	-12%
274	148	267	+3%	503	-46%	France	179	242	-26%
505	495	540	-6%	757	-33%	Rest of Europe	553	630	-12%
446	427	405	+10%	459	-3%	Rest of world	415	429	-3%
69%	58%	57%		82%		Utilization rate based on crude only**	62%	62%

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

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

8

			3Q21 vs 3Q20		3Q21 vs 3Q19				9M21 vs 9M20
3Q21	2Q21	3Q20		3Q19		Petrochemicals production and utilization rate	9M21	9M20
1,486	1,424	1 255	+18%	1 402	+6%	Monomers* (kt)	4,315	4,033	+7%
1,330	1,212	1 248	+7%	1 268	+5%	Polymers (kt)	3,707	3,642	+2%
93%	88%	75%		91%		Vapocracker utilization rate**	89%	81%

*    Olefins.

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

Results

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	in millions of dollars	9M21	9M20	9M20
22,765	20,853	13,607	+67%	21,338	+1%	External sales	62,819	41,563	+51%
1,006	955	(361)	ns	1,035	-3%	Operating income	2,954	(997)	ns
79	123	(247)	ns	5	x16	Net income (loss) from equity affiliates and other items	290	(339)	ns
(273)	(281)	(51)	ns	(221)	ns	Tax on net operating income	(834)	152	ns
812	797	(659)	ns	819	-1%	Net operating income	2,410	(1,184)	ns
(210)	(286)	571	ns	133	ns	Adjustments affecting net operating income	(1,054)	2,053	ns
602	511	(88)	ns	952	-37%	Adjusted net operating income*	1,356	869	+56%
321	279	291	+10%	355	-10%	Organic investments	822	761	+8%
(6)	2	(1)	ns	19	ns	Net acquisitions	(61)	(52)	ns
315	281	290	+9%	374	-16%	Net investments	761	709	+7%

* Detail of adjustment items shown in the business segment information starting on page 33 of this exhibit.

Adjusted net operating income for the Refining & Chemicals segment:

· increased sharply year-on-year to $602 million in the third quarter 2021, compared to a loss of $88 million in the third quarter 2020. This increase is due to the strong performance of petrochemicals and European refining margins, which were negative in 2020 due to weak demand,

· increased by 56% year-on-year to $1,356 million in the first nine months of 2021, compared to $869 million over the same period 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 third quarter 2021, the exclusion of the inventory valuation effect had a negative impact of $285 million on the segment’s adjusted net operating income, compared to a negative impact of $14 million in the third quarter 2020. In the third quarter 2021 the exclusion of special items had a positive impact of $75 million on the segment’s adjusted net operating income, compared to a positive impact of $585 million in the third quarter 2020. In the first nine months 2021, the exclusion of the inventory valuation effect had a negative impact of $1,222 million on the segment’s adjusted net operating income, compared to a positive impact of $1,357 million in the first nine months 2020. In the first nine months 2021, the exclusion of special items had a positive impact of $168 million on the segment’s adjusted net operating income, compared to a positive impact of $696 million in the first nine months 2020.

The segment’s operating cash flow before working capital changes³ excluding financial charges, except those related to leases was:

· $934 million in the third quarter 2021, 3.9 times greater than $242 million in the third quarter 2020, and

· $2,081 million in the first nine months 2021, an increase of 9% compared to $1,912 million in the first nine months 2020.

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

· $799 million in the third quarter 2021, a decrease of 22% compared to $1,027 million in the third quarter 2020, and

· $4,027 million in the first nine months 2021, compared to $924 million in the first nine months 2020.

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 18 of this exhibit.

9

B.5.   Marketing & Services segment

Petroleum product sales

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Sales in kb/d*	9M21	9M20	9M20
1,542	1,473	1,442	+7%	1,848	-17%	Total Marketing & Services sales	1,486	1,466	+1%
867	791	819	+6%	1,034	-16%	• Europe	811	822	-1%
675	682	623	+8%	814	-17%	• Rest of world	675	645	+5%

*  Excludes trading and bulk refining sales.

Sales of petroleum products grew by 7% year-on-year in the third quarter 2021, thanks to the improvement in the pandemic situation and the global economic rebound. This increase is supported notably by the recovery in network sales activity.

Results

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	in millions of dollars	9M21	9M20	9M20
21,554	19,367	16,397	+31%	21,951	-2%	External sales	58,434	47,058	+24%
676	579	622	+9%	558	+21%	Operating income	1,816	934	+94%
2	57	14	-86%	(15)	ns	Net income (loss) from equity affiliates and other items	25	46	-46%
(222)	(176)	(187)	ns	(164)	ns	Tax on net operating income	(574)	(346)	ns
456	460	449	+2%	379	+20%	Net operating income	1,267	634	x2
(18)	(43)	12	ns	34	ns	Adjustments affecting net operating income	(128)	258	ns
438	417	461	-5%	413	+6%	Adjusted net operating income*	1,139	892	+28%
185	189	158	+17%	215	-14%	Organic investments	487	422	+15%
23	(3)	3	x7.7	33	-30%	Net acquisitions	(26)	4	ns
208	186	161	+29%	248	-16%	Net investments	461	426	+8%

*Detail of adjustment items shown in the business segment information starting on page 33 of this exhibit.

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

· $438 million in the third quarter 2021, a decrease of 5% compared to $461 million in third quarter 2020, and

· $1,139 million in the first nine months 2021, an increase of 28% compared to $892 million in the first nine months 2020.

Adjusted net operating income for the Marketing & Services segment excludes any after-tax inventory valuation effect and special items. In the third quarter 2021, the exclusion of the inventory valuation effect had a negative impact of $41 million on the segment’s adjusted net operating income, compared to a positive impact of $6 million in the third quarter 2020. In the third 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 $6 million in the third quarter 2020. In the first nine months 2021, the exclusion of the inventory valuation effect had a negative impact of $189 million on the segment’s adjusted net operating income, compared to a positive impact of $169 million in the first nine months 2020. In the first nine months 2021, the exclusion of special items had a positive impact of $61 million on the segment’s adjusted net operating income, compared to a positive impact of $89 million in the first nine months 2020.

The segment’s operating cash flow before working capital changes³ excluding financial charges, except those related to leases was:

· $677 million in the third quarter 2021, a decrease of 7% compared to $729 million in the third quarter 2020, and

· $1,862 million in the first nine months 2021, an increase of 16% compared to $1,611 million in the first nine months 2020.

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

· $845 million in the third quarter 2021, a decrease of 18% compared to $1,033 million in the third quarter 2020, and

10

· $1,947 million in the first nine months 2021, an increase of 34% compared to $1,453 million in the first nine months 2020.

C. TOTALENERGIES RESULTS

Net income (TotalEnergies share)

In the third quarter 2021, net income (TotalEnergies share) was $4,645 million, an increase compared to $202 million in the third quarter 2020. In the first nine months 2021, net income (TotalEnergies share) was $10,195 million, an increase compared to -$8,133 million in the first nine months 2020.

Adjusted net income (TotalEnergies share) was:

· $4,769 million in the third quarter 2021, 5.6 times greater than $848 million a year earlier, due to higher oil and gas prices,

· $11,235 million for the first nine months of 2021, 4.1 times greater than $2,755 million last year, for the same reason.

Adjusted net income excludes the after-tax inventory effect, special items and the impact of changes in fair value⁴.

Total adjustments affecting net income⁵ were -$124 million in the third quarter 2021 and include the capital loss of -$177 million on the disposal of TotalEnergies' interest in the Utica asset in the United States.

Fully-diluted shares

As of September 30, 2021, the number of fully-diluted shares was 2,660 million.

Acquisitions - Asset sales

Acquisitions were:

· $126 million in the third quarter 2021 and include notably a 10% increase in the Lapa block in Brazil,

· $2,996 million in the first nine months of 2021 and include the item above as well as the acquisitions of a 20% interest for $2 billion in the renewable project developer in India, Adani Green Energy Limited, of Fonroche Biogaz in France and of the interest in the Yunlin wind project in Taiwan.

Asset sales were:

· $1,084 million in the third quarter 2021 and includes notably the payment by GIP Australia of more than $750 million as part of the tolling agreement for the infrastructure of the Gladstone LNG project in Australia,

· $1,967 million in the first nine months of 2021, including the above item as well as the sale in France of a 50% interest in a portfolio of renewable projects with total capacity of 285 MW (100%), the sale of the 10% interest in onshore block OML 17 in Nigeria, a price supplement related to the sale of Block CA1 in Brunei, the sale 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 Fuels Corp. (Nasdaq: CLNE) and the sale of interests in Tellurian Inc. (Nasdaq: TELL) in the United States.

Cash flow

TotalEnergies’ cash flow from operations was:

· $5,640 million in the third quarter 2021, an increase of 30% compared to $4,351 million in the third quarter 2020, and

· $18,789 million in the first nine months 2021, 2.1 times greater than $9,129 million in the first nine months 2020.

Cash flow from operations of $5,640 million for the third quarter 2021, compared to operating cash flow before working capital changes⁶ of $8,060 million, was negatively impacted for an amount of $2.1 billion by variations in margin calls related to hedging contracts in a context of highly volatile natural gas and electricity markets, as well as by a negative inventory effect of $1.2 billion and an increase in tax liabilities of $0.9 billion.

⁴ Details shown on page 17 of this exhibit.

⁵ Details shown on pages 17 and 33-41 of this exhibit.

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 18 of this exhibit.

11

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 sale (effective first quarter 2020) and including organic loan repayment from equity affiliates was an increase of $2,420 million in the third quarter 2021, compared to a decrease of $560 million in the third quarter 2020.

In the third quarter 2021, the change in working capital was an increase of $2,698 million in accordance with IFRS. The difference of $278 million between IFRS and replacement cost method corresponds to the following adjustments: (i) the pre-tax inventory valuation effect of $365 million, (ii) plus the mark-to-market effect of iGRP’s contracts of $36 million, (iii) less the capital gains from renewables project sale of $3 million and (iv) less the organic loan repayments from equity affiliates of $120 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 sale (effective first quarter 2020) and including organic loan repayment from equity affiliates was an increase of $989 million in the first nine months 2021, compared to an increase of $2,071 million in the first nine months 2020.

In the first nine months of 2021, the change in working capital was an increase of $2,848 million in accordance with IFRS. The difference of $1,859 million between IFRS and replacement cost method corresponds to the following adjustments: (i) the pre-tax inventory valuation effect of $1,711 million, (ii) plus the mark-to-market effect of iGRP’s contracts of $445 million, (iii) less the capital gains from renewables project sale of $69 million and (iv) less the organic loan repayments from equity affiliates of $228 million.

Operating cash flow before working capital changes⁶ totaled:

· $8,060 million in the third quarter 2021, 2.1 times greater than $3,791 million in the third quarter 2020 and an increase of 20% compared to $6,737 in the third quarter 2019.

· $19,778 million in the first nine months 2021, an increase of 77% compared to $11,199 million in the first nine months 2020.

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

· $8,390 million in the third quarter 2021, an increase of 96% compared to $4,281 million in the third quarter 2020 and an increase of 15% compared to $7,269 in the third quarter 2019.

· $20,901 million in the first nine months 2021, an increase of 65% compared to $12,701 million in the first nine months 2020.

TotalEnergies’ net cash flow⁸ totaled:

· $6,205 million in the third quarter 2021, 3.3 times greater than $1,879 million in the third quarter 2020, reflecting the $4.3 billion increase in operating cash flow before working capital changes⁶ and the slight decrease of $57 million in net investments⁹ to $1,855 million in the third quarter 2021,

· $10,756 million in the first nine months 2021, 3.9 times greater than $2,740 million in the same period a year ago, reflecting the $8.6 billion increase in operating cash flow before working capital changes⁶, slightly offset by a $563 million increase in net investments to $9,022 million in the first nine months 2021.

D. PROFITABILITY

Return on equity was 12.0% for the twelve months ended September 30, 2021.

	10/01/2020-	07/01/2020-	10/01/2019-
in millions of dollars	09/30/2021	06/30/2021	09/30/2020
Adjusted net income	12,827	8,786	5,960
Average adjusted shareholders' equity	106,794	105,066	108,885
Return on equity (ROE)	12.0%	8.4%	5.5%

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 18).

12

Return on average capital employed was 10.0% for the twelve months ended September 30, 2021.

	10/01/2020-	07/01/2020-	10/01/2019-
in millions of dollars	09/30/2021	06/30/2021	09/30/2020
Adjusted net operating income	14,237	10,252	7,801
Average capital employed	142,179	142,172	144,060
ROACE	10.0%	7.2%	5.4%

E. 2021 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	+/- 1 $/Mbtu	+/- 0.3 B$	+/- 0.25 B$
Variable cost margin, European refining (VCM)	+/- 10 $/t	+/- 0.4 B$	+/- 0.5 B$

* Sensitivities are revised once per year upon publication of the previous year’s fourth quarter results. Sensitivities are estimates based on assumptions about TotalEnergies’ portfolio in 2021. Actual results could vary significantly from estimates based on the application of these sensitivities. The impact of the $-€ sensitivity on adjusted net operating income is essentially attributable to Refining & Chemicals. Please find the indicators detailed page 20.

** In a 50 $/b Brent environment.

F. SUMMARY AND OUTLOOK

The steady recovery in oil demand to pre-crisis levels, except for aviation fuel, led to nearly continuous price increases that reached $85/b in mid-October, close to a 7-year high. Controlled production increases from OPEC+, the continued draw-down of crude inventories and the strong investment discipline in oil & gas supported the increase. In addition, an increase in fuel demand from the aviation sector is beginning to materialize, also supporting high prices.

The increase in gas markets, which began in the first half of the year, accelerated considerably in the third quarter, reaching record levels in Europe and Asia. Barring an exceptionally mild winter, the low inventory level for gas and expected sustained demand are likely to keep gas prices in Europe and Asia at high levels until the second quarter 2022.

Given the outlook for OPEC+ quotas and seasonal gas demand in the fourth quarter of 2021, TotalEnergies expects fourth quarter 2021 hydrocarbon production to be in the range of 2.85-2.9 Mboe/d.

TotalEnergies anticipates that 2021 oil price increases will positively impact its average LNG selling price for the next six months, given the lag effect on price formulas. It is expected to be above $12/Mbtu in the fourth quarter 2021.

TotalEnergies maintains its cost discipline, with net investments¹⁰ expected to be close to $13 billion in 2021, including $3 billion dedicated to renewables and electricity.

TotalEnergies confirms its cash flow allocation priorities: investing in profitable projects to implement TotalEnergies' transformation strategy into a sustainable multi-energy company, linking the growth of its dividend to its underlying cash flow growth, maintaining a strong balance sheet and a long-term debt rating with a minimum "A" level by anchoring gearing¹¹ below 20%, and allocating up to 40% of the surplus cash generated above $60/b to share buybacks.

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 19.

13

FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, notably with respect to the financial condition, results of operations, business activities and 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 zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by TotalEnergies as of the date of this document.

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

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

For additional factors, you should read the information 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.

14

OPERATING INFORMATION BY SEGMENT

TotalEnergies’ production (Exploration & Production + iGRP)

			3Q21		3Q21				9M21
			vs		vs	Combined liquids and gas			vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	production by region (kboe/d)	9M21	9M20	9M20
989	985	969	+2%	1,004	-1%	Europe and Central Asia	1,008	1,032	-2%
537	533	598	-10%	733	-27%	Africa	540	651	-17%
681	654	576	+18%	720	-5%	Middle East and North Africa	662	633	+5%
372	378	343	+8%	363	+3%	Americas	375	343	+9%
235	197	229	+3%	221	+7%	Asia-Pacific	223	223	-
2,814	2,747	2,715	+4%	3,040	-7%	Total production	2,808	2,882	-3%
711	750	667	+7%	698	+2%	includes equity affiliates	730	706	+3%

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Liquids production by region (kb/d)	9M21	9M20	9M20
362	351	359	+1%	367	-1%	Europe and Central Asia	363	381	-5%
401	399	458	-12%	583	-31%	Africa	405	509	-20%
530	502	432	+23%	562	-6%	Middle East and North Africa	510	481	+6%
179	183	144	+24%	163	+10%	Americas	180	150	+20%
45	29	44	+3%	44	+2%	Asia-Pacific	38	42	-10%
1,517	1,464	1,437	+6%	1,720	-12%	Total production	1,496	1,563	-4%
205	213	197	+4%	210	-2%	includes equity affiliates	206	203	+2%

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Gas production by region (Mcf/d)	9M21	9M20	9M20
3,366	3,411	3,284	+2%	3,431	-2%	Europe and Central Asia	3,470	3,507	-1%
689	680	713	-3%	768	-10%	Africa	687	722	-5%
838	847	801	+5%	866	-3%	Middle East and North Africa	842	844	-
1,086	1,095	1,115	-3%	1,124	-3%	Americas	1,094	1,085	+1%
1,091	984	1,060	+3%	1,011	+8%	Asia-Pacific	1,068	1,035	+3%
7,070	7,017	6,973	+1%	7,200	-2%	Total production	7,161	7,193	-
2,730	2,895	2,540	+8%	2,635	+4%	includes equity affiliates	2,826	2,714	+4%

Downstream (Refining & Chemicals and Marketing & Services)

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Petroleum product sales by region (kb/d)	9M21	9M20	9M20
1,579	1,521	1,475	+7%	1,999	-21%	Europe	1,553	1,565	-1%
693	663	541	+28%	677	+2%	Africa	674	562	+20%
811	799	673	+20%	920	-12%	Americas	794	767	+4%
486	492	460	+6%	541	-10%	Rest of world	491	446	+10%
3,568	3,475	3,149	+13%	4,136	-14%	Total consolidated sales	3,512	3,340	+5%
360	334	417	-14%	544	-34%	Includes bulk sales	365	427	-14%
1,666	1,668	1,290	+29%	1,745	-5%	Includes trading	1,661	1,447	+15%

			3Q21		3Q21				9M21
			vs		vs				vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	Petrochemicals production* (kt)	9M21	9M20	9M20
1,308	1,166	1,274	+3%	1,377	-5%	Europe	3,820	3,821	-
705	725	513	+38%	648	+9%	Americas	1,940	1,813	+7%
802	744	716	+12%	646	+24%	Middle-East and Asia	2,261	2,040	+11%

* Olefins, polymers

15

> Renewables

	3Q21					2Q21
Installed power
generation gross		Onshore	Offshore				Onshore	Onshore
capacity (GW)1,2	Solar	Wind	Wind	Other	Total	Solar	Wind	Wind	Other	Total
France	0.5	0.5	0.0	0.1	1.0	0.5	0.5	0.0	0.1	1.0
Rest of Europe	0.1	1.0	0.0	0.1	1.2	0.1	1.0	0.0	0.1	1.1
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	0.8	0.0	0.0	0.0	0.9
South America	0.4	0.2	0.0	0.0	0.6	0.4	0.1	0.0	0.0	0.5
India	4.4	0.1	0.0	0.0	4.5	3.5	0.1	0.0	0.0	3.6
Asia-Pacific	0.9	0.0	0.0	0.0	0.9	0.7	0.0	0.0	0.0	0.7
Total	7.5	1.9	0.0	0.1	9.5	6.4	1.8	0.0	0.1	8.3

	3Q21					2Q21
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	0.3	0.1	0.0	0.1	0.5	0.3	0.1	0.0	0.1	0.5
Rest of Europe	0.1	0.1	1.1	0.0	1.3	0.1	0.1	1.1	0.0	1.3
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	0.4	0.0	0.0	0.0	0.4	0.3	0.0	0.0	0.0	0.3
South America	0.0	0.1	0.0	0.0	0.1	0.0	0.2	0.0	0.0	0.2
India	1.4	0.4	0.0	0.0	1.8	0.9	0.2	0.0	0.0	1.1
Asia-Pacific	0.4	0.0	0.6	0.0	1.1	0.5	0.0	0.6	0.0	1.1
Total	3.4	0.7	1.8	0.1	6.1	2.8	0.6	1.8	0.1	5.4

	3Q21					2Q21
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	3.6	0.7	0.0	0.0	4.4	3.2	0.8	0.0	0.0	4.0
Rest of Europe	5.2	0.3	2.3	0.0	7.7	5.3	0.3	2.3	0.0	7.9
Africa	0.4	0.1	0.0	0.2	0.6	0.4	0.1	0.0	0.2	0.6
Middle East	1.4	0.0	0.0	0.0	1.4	0.1	0.0	0.0	0.0	0.1
North America	3.3	0.2	0.0	0.7	4.2	3.5	0.2	0.0	0.7	4.3
South America	0.6	0.4	0.0	0.1	1.2	0.6	1.0	0.0	0.0	1.7
India	4.5	0.1	0.0	0.0	4.5	6.2	0.1	0.0	0.0	6.3
Asia-Pacific	1.0	0.0	2.1	0.0	3.1	1.1	0.0	2.1	0.0	3.2
Total	20.0	1.8	4.4	1.0	27.1	20.3	2.5	4.4	0.8	28.0

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

² End-of-period data.

	In operation				In construction					In development
Gross renewables capacity covered by PPA at 30 September 2021 (GW)
		Onshore				Onshore	Offshore				Onshore	Offshore
	Solar	Wind	Other	Total	Solar	Wind	Wind	Other	Total	Solar	Wind	Wind	Other	Total
Europe	0.6	1.5	X	2.2	0.3	X	0.8	X	1.4	4.0	0.2	X	X	4.2
Asia	5.4	X	X	5.5	2.7	0.4	0.6	—	3.8	5.8	X	—	—	5.9
North America	0.8	X	X	0.8	0.4	X	—	X	0.4	0.5	X	—	X	0.6
Rest of World	0.6	0.2	X	0.8	X	X	—	X	X	0.4	X	—	X	0.7
Total	7.4	1.9	X	9.5	3.4	0.7	1.4	X	5.7	10.7	0.5	X	0.2	11.5

“X” means not specified, capacity < 0.2 GW

16

 

	In operation				In construction					In development
PPA average price at 30 September 2021 ($/MWh)
		Onshore				Onshore	Offshore				Onshore	Offshore
	Solar	Wind	Other	Total	Solar	Wind	Wind	Other	Total	Solar	Wind	Wind	Other	Total
Europe	230	117	X	148	71	X	61	X	63	42	76	X	X	46
Asia	78	X	X	77	45	49	187	—	70	40	X	—	—	40
North America	155	X	X	157	27	X	—	X	30	31	X	—	X	41
Rest of World	80	72	X	78	X	X	—	X	X	98	X	—	X	98
Total	98	108	X	100	46	58	106	X	66	42	80	X	145	44

“X” means not specified, capacity < 0.2 GW

ADJUSTMENT ITEMS TO NET INCOME (TOTALENERGIES SHARE)

3Q21	2Q21	3Q20	3Q19	in millions of dollars	9M21	9M20
(325)	(1,588)	(706)	(156)	Special items affecting net income (TotalEnergies share)	(2,255)	(9,361)
(177)	(1,379)	-	-	Gain (loss) on asset sales	(1,556)	-
(43)	(110)	(70)	(20)	Restructuring charges	(314)	(170)
(47)	(49)	(293)	(160)	Impairments	(240)	(8,394)
(58)	(50)	(343)	24	Other	(145)	(797)
320	375	4	(71)	After-tax inventory effect: FIFO vs. replacement cost	1,384	(1,504)
(119)	(44)	56	10	Effect of changes in fair value	(169)	(23)
(124)	(1,257)	(646)	(217)	Total adjustments affecting net income	(1,040)	(10,888)

RECONCILIATION OF ADJUSTED EBITDA WITH CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation of net income (TotalEnergies share) to adjusted EBITDA

			3Q21 vs		3Q21 vs				9M21 vs
3Q21	2Q21	3Q20	3Q20	3Q19	3Q19	in millions of dollars	9M21	9M20	9M20
4,645	2,206	202	x23	2 800	+66%	Net income - TotalEnergies share	10,195	(8,133)	ns
124	1,257	646	-81%	217	-43%	Less: adjustment items to net income (TotalEnergies share)	1,040	10,888	-90%
4,769	3,463	848	x5.6	3,017	+58%	Adjusted net income - TotalEnergies share	11,235	2,755	x4.1
						Adjusted items
105	88	(15)	ns	70	+50%	Add: non-controlling interests	252	(28)	ns
2,674	1,485	684	x3.9	1,258	x2.1	Add: income taxes	5,605	1,174	x4.8
3,172	3,105	3,203	-1%	3,987	-20%	Add: depreciation, depletion and impairment of tangible assets and mineral interests	9,457	10,140	-7%
85	94	101	-16%	63	+35%	Add: amortization and impairment of intangible assets	282	256	+10%
454	501	549	-17%	594	-24%	Add: financial interest on debt	1,421	1,643	-14%
(79)	(69)	(49)	ns	-	ns	Less: financial income and expense from cash & cash equivalents	(235)	(36)	ns
11,180	8,667	5,321	x2.1	8,989	+24%	Adjusted EBITDA	28,017	15,904	+76%

17

INVESTMENTS – DIVESTMENTS

			3Q21		3Q21				9M21
3Q21	2Q21	3Q20	vs	3Q19	vs	In millions of dollars	9M21	9M20	vs
			3Q20		3Q19				9M20
2,813	2,802	2,184	+29%	3,296	-15%	Organic investments ( a )	7,993	6,908	+16%
172	245	148	+16%	152	+13%	Capitalized exploration	660	445	+48%
211	380	290	-27%	242	-13%	Increase in non-current loans	883	1,302	-32%
(112)	(89)	(330)	ns	(61)	ns	Repayment of non-current loans, excluding organic loan repayment from equity affiliates	(297)	(505)	ns
1	(4)	(11)	ns	(109)	ns	Change in debt from renewable projects (TotalEnergies share)	(170)	(163)	ns
126	662	150	-16%	4,429	-97%	Acquisitions ( b )	2,996	2,651	+13%
1,084	266	422	x2.6	1,007	+8%	Asset sales ( c )	1,967	1,100	+79%
(5)	5	7	ns	105	ns	Change in debt from renewable projects (partner share)	100	90	+11%
(958)	396	(272)	ns	3,422	ns	Net acquisitions	1,029	1,551	-34%
1,855	3,198	1,912	-3%	6,718	-72%	Net investments ( a + b - c )	9,022	8,459	+7%
757	-	-	ns	-	ns	Other transactions with non-controlling interests ( d )	757	-	ns
(120)	(78)	(1)	ns	(101)	ns	Organic loan repayment from equity affiliates ( e )	(228)	(35)	ns
(6)	9	18	ns	214	ns	Change in debt from renewable projects financing * ( f )	270	253	+7%
30	25	28	+7%	-	ns	Capex linked to capitalized leasing contracts ( g )	77	74	+4%
2,456	3,104	1,901	+29%	6,831	-64%	Cash flow used in investing activities ( a + b - c + d + e + f - g )	9,744	8,603	+13%

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

CASH FLOW

			3Q21		3Q21				9M21
3Q21	2Q21	3Q20	vs	3Q19	vs	In millions of dollars	9M21	9M20	vs
			3Q20		3Q19				9M20
8,390	6,761	4,281	+96%	7,269	+15%	Operating cash flow before working capital changes w/o financial charges (DACF)	20,901	12,701	+65%
(330)	(409)	(491)	ns	(532)	ns	Financial charges	(1,122)	(1,502)	ns
8,060	6,352	3,791	x2.1	6,737	+20%	Operating cash flow before working capital changes ( a ) *	19,778	11,199	+77%
(2,662)	814	475	ns	1,639	ns	(Increase) decrease in working capital **	(2,403)	(223)	ns
365	463	90	x4.1	69	x5.3	Inventory effect	1,711	(1,748)	ns
(3)	(0)	(4)	ns	-	ns	Capital gain from renewable projects sale	(69)	(64)	ns
(120)	(78)	(1)	ns	(101)	ns	Organic loan repayment from equity affiliates	(228)	(35)	ns
5,640	7,551	4,351	+30%	8,206	-31%	Cash flow from operations	18,789	9,129	x2.1
2,813	2,802	2,184	+29%	3,296	-15%	Organic investments ( b )	7,993	6,908	+16%
5,247	3,550	1,607	x3.3	3,441	+52%	Free cash flow after organic investments, w/o net asset sales ( a - b )	11,785	4,291	x2.7
1,855	3,198	1,912	-3%	6,718	-72%	Net investments ( c )	9,022	8,459	+7%
6,205	3,154	1,879	x3.3	19	x326.6	Net cash flow ( a - c )	10,756	2,740	x3.9

* 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). 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-market effect of iGRP’s contracts.

18

GEARING RATIO

In millions of dollars	09/30/2021	06/30/2021	09/30/2020	09/30/2019
Current borrowings*	15,184	15,795	13,756	13,422
Other current financial liabilities	504	322	196	769
Current financial assets*	(3,821)	(4,326)	(5,843)	(3,720)
Net financial assets classified as held for sale	(1)	-	5	-
Non-current financial debt*	43,350	44,687	54,001	42,031
Non-current financial assets*	(1,927)	(2,726)	(2,122)	(615)
Cash and cash equivalents	(28,971)	(28,643)	(30,593)	(27,454)
Net debt (a)	24,318	25,109	29,400	24,433
Shareholders’ equity – TotalEnergies share	110,016	108,096	102,234	114,994
Non-controlling interests	3,211	2,480	2,177	2,319
Shareholders’ equity (b)	113,227	110,576	104,411	117,313
Net-debt-to-capital ratio = a / (a+b)	17.7%	18.5%	22.0%	17.2%
Leases (c)	7,786	7,702	7,499	6,888
Net-debt-to-capital ratio including leases (a+c) / (a+b+c)	22.1%	22.9%	26.1%	21.1%

* Excludes leases receivables and leases debts.

RETURN ON AVERAGE CAPITAL EMPLOYED

Twelve months ended September 30, 2021

	Integrated Gas,
	Renewables &	Exploration &	Refining &	Marketing
in millions of dollars	Power	Production	Chemicals	& Services
Adjusted net operating income	3,738	7,982	1,526	1,471
Capital employed at 9/30/2020*	43,799	78,548	11,951	8,211
Capital 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 June 30, 2021

	Integrated
	Gas,
	Renewables &	Exploration &	Refining &	Marketing
in millions of dollars	Power	Production	Chemicals	& Services
Adjusted net operating income	2,415	6,057	836	1,494
Capital employed at 6/30/2020*	43,527	79,096	12,843	8,366
Capital employed at 6/30/2021*	49,831	76,013	9,285	8,439
ROACE	5.2%	7.8%	7.6%	17.8%

Twelve months ended September 30, 2020

	Integrated Gas,
	Renewables &	Exploration &	Refining &	Marketing &
in millions of dollars	Power	Production	Chemicals	Services
Adjusted net operating income	2,318	3,326	1,449	1,366
Capital employed at 9/30/2019*	41,516	88,560	11,658	7,570
Capital employed at 9/30/2020*	43,799	78,548	11,951	8,211
ROACE	5.4%	4.0%	12.3%	17.3%

* At replacement cost (excluding after-tax inventory effect).

19

MAIN INDICATORS

		3Q21	2Q21	1Q21	4Q20	3Q20
€/$		1.18	1.21	1.20	1.19	1.17
Brent	($/b)	73.5	69.0	61.1	44.2	42.9
Average liquids price*	($/b)	67.1	62.9	56.4	41.0	39.9
Average gas price* (1)	($/Mbtu)	6.33	4.43	4.06	3.31	2.52
Average LNG price** (1)	($/Mbtu)	9.10	6.59	6.08	4.90	3.57
Variable Cost Margin, European refining***	($/t)	20.5	10.2	5.3	4.6	-2.7

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

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

⁽¹⁾ Does not take into account gas and LNG trading activities, which results are expected to be significantly higher compared to the second quarter 2021.

*** This indicator represents the average margin on variable costs realized by TotalEnergies’ European refining business (equal to the difference between the sales of refined products realized by TotalEnergies’ European refining and the crude purchases as well as associated variable costs, divided by refinery throughput in tons) - 3Q21 data restated in 2Q21 environment for energy costs.

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

20

CONSOLIDATED STATEMENT OF INCOME

TotalEnergies

(unaudited)

	3rd quarter			2nd quarter			3rd quarter
(M$)(a)	2021			2021			2020
Sales		54,729			47,049			33,142
Excise taxes		(5,659)			(5,416)			(5,925)
Revenues from sales		49,070			41,633			27,217
Purchases, net of inventory variation		(32,344)			(26,719)			(16,885)
Other operating expenses		(6,617)			(6,717)			(5,610)
Exploration costs		(127)			(123)			(139)
Depreciation, depletion and impairment of tangible assets and mineral interests		(3,191)			(3,121)			(3,493)
Other income		195			223			457
Other expense		(605)			(298)			(281)
Financial interest on debt		(454	)		(501)			(547)
Financial income and expense from cash & cash equivalents		87			77			89
Cost of net debt		(367)			(424	)		(458)
Other financial income		193			265			134
Other financial expense		(140)			(131)			(165)
Net income (loss) from equity affiliates		1,377			(680)			94
Income taxes		(2,692)			(1,609)			(690)
Consolidated net income		4,752			2,299			181
TotalEnergies share		4,645			2,206			202
Non-controlling interests		107			93			(21)
Earnings per share ($)		1.72			0.80			0.04
Fully-diluted earnings per share ($)		1.71			0.80			0.04

(a) Except for per share amounts.

21

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

TotalEnergies

(unaudited)

	3rd quarter		2nd quarter		3rd quarter
(M$)	2021		2021		2020
Consolidated net income		4,752		2,299		181
Other comprehensive income
Actuarial gains and losses		(3)		449		(6)
Change in fair value of investments in equity instruments		(95)		56		221
Tax effect		5		(142)		-
Currency translation adjustment generated by the parent company		(2,368)		1,239		3,663
Items not potentially reclassifiable to profit and loss		(2,461)		1,602		3,878
Currency translation adjustment		1,260		(746)		(1,830)
Cash flow hedge		424		(424)		363
Variation of foreign currency basis spread		2		(4)		(35)
Share of other comprehensive income of equity affiliates, net amount		184		(18)		(804)
Other		1		(1)		(7)
Tax effect		(100)		100		(115)
Items potentially reclassifiable to profit and loss		1,771		(1,093)		(2,428)
Total other comprehensive income (net amount)		(690)		509		1,450
Comprehensive income		4,062		2,808		1,631
TotalEnergies share		4,014		2,670		1,536
Non-controlling interests		48		138		95

22

CONSOLIDATED STATEMENT OF INCOME

TotalEnergies

(unaudited)

	9 months			9 months
(M$)(a)	2021			2020
Sales		145,515			102,742
Excise taxes		(16,179	)		(15,386	)
Revenues from sales		129,336			87,356
Purchases, net of inventory variation		(82,461	)		(56,978	)
Other operating expenses		(20,214	)		(18,875	)
Exploration costs		(417	)		(393	)
Depreciation, depletion and impairment of tangible assets and mineral interests		(9,637	)		(18,721	)
Other income		776			1,399
Other expense		(1,562	)		(809	)
Financial interest on debt		(1,421	)		(1,646	)
Financial income and expense from cash & cash equivalents		259			(16	)
Cost of net debt		(1,162	)		(1,662	)
Other financial income		567			741
Other financial expense		(401	)		(507	)
Net income (loss) from equity affiliates		1,578			379
Income taxes		(5,940	)		(169	)
Consolidated net income		10,463			(8,239	)
TotalEnergies share		10,195			(8,133	)
Non-controlling interests		268			(106	)
Earnings per share ($)		3.77			(3.22	)
Fully-diluted earnings per share ($)		3.74			(3.22	)

(a) Except for per share amounts. 

23

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

TotalEnergies

(unaudited)

	9 months		9 months
(M$)	2021		2020
Consolidated net income		10,463		(8,239	)
Other comprehensive income
Actuarial gains and losses		446		(229)
Change in fair value of investments in equity instruments		(27)		147
Tax effect		(149)		86
Currency translation adjustment generated by the parent company		(5,302)		3,467
Items not potentially reclassifiable to profit and loss		(5,032)		3,471
Currency translation adjustment		3,037		(2,770)
Cash flow hedge		504		(930)
Variation of foreign currency basis spread		(2)		35
Share of other comprehensive income of equity affiliates, net amount		635		(1,731)
Other		1		(4)
Tax effect		(157)		252
Items potentially reclassifiable to profit and loss		4,018		(5,148)
Total other comprehensive income (net amount)		(1,014)		(1,677)
Comprehensive income		9,449		(9,916)
TotalEnergies share		9,226		(9,888)
Non-controlling interests		223		(28)

24

CONSOLIDATED BALANCE SHEET

TotalEnergies

	September 30, 2021		June 30, 2021		December 31, 2020		September 30, 2020
(M$)	(unaudited)		(unaudited)				(unaudited)
ASSETS
Non-current assets
Intangible assets, net		32,895		33,359		33,528		33,145
Property, plant and equipment, net		105,902		106,791		108,335		104,355
Equity affiliates : investments and loans		30,467		29,712		27,976		27,386
Other investments		1,688		2,247		2,007		1,822
Non-current financial assets		2,799		3,778		4,781		3,155
Deferred income taxes		6,452		6,578		7,016		6,952
Other non-current assets		2,530		2,800		2,810		2,570
Total non-current assets		182,733		185,265		186,453		179,385
Current assets
Inventories, net		19,601		19,162		14,730		12,373
Accounts receivable, net		19,865		17,192		14,068		12,893
Other current assets		39,967		17,585		13,428		14,637
Current financial assets		3,910		4,404		4,630		6,011
Cash and cash equivalents		28,971		28,643		31,268		30,593
Assets classified as held for sale		633		456		1,555		1,090
Total current assets		112,947		87,442		79,679		77,597
Total assets		295,680		272,707		266,132		256,982
LIABILITIES & SHAREHOLDERS' EQUITY
Shareholders' equity
Common shares		8,224		8,224		8,267		8,267
Paid-in surplus and retained earnings		113,795		110,967		107,078		107,632
Currency translation adjustment		(11,995)		(11,087)		(10,256)		(12,275)
Treasury shares		(8)		(8)		(1,387)		(1,390)
Total shareholders' equity - TotalEnergies share		110,016		108,096		103,702		102,234
Non-controlling interests		3,211		2,480		2,383		2,177
Total shareholders' equity		113,227		110,576		106,085		104,411
Non-current liabilities
Deferred income taxes		11,161		10,596		10,326		10,367
Employee benefits		3,218		3,305		3,917		3,719
Provisions and other non-current liabilities		20,355		20,716		20,925		19,351
Non-current financial debt		50,810		52,331		60,203		61,477
Total non-current liabilities		85,544		86,948		95,371		94,914
Current liabilities
Accounts payable		34,149		29,752		23,574		18,880
Other creditors and accrued liabilities		45,476		27,836		22,465		22,806
Current borrowings		16,471		16,983		17,099		14,980
Other current financial liabilities		504		322		203		196
Liabilities directly associated with the assets classified as held for sale		309		290		1,335		795
Total current liabilities		96,909		75,183		64,676		57,657
Total liabilities & shareholders' equity		295,680		272,707		266,132		256,982

25

CONSOLIDATED STATEMENT OF CASH FLOW

TotalEnergies

(unaudited)
	3rd quarter	2nd quarter	3rd quarter
(M$)	2021	2021	2020
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income	4,752	2,299	181
Depreciation, depletion, amortization and impairment	3,361	3,287	3,634
Non-current liabilities, valuation allowances and deferred taxes	479	210	(88)
(Gains) losses on disposals of assets	100	(85)	(309)
Undistributed affiliates' equity earnings	(506)	1,255	178
(Increase) decrease in working capital	(2,698)	669	980
Other changes, net	152	(84)	(225)
Cash flow from operating activities	5,640	7,551	4,351
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions	(2,718)	(2,675)	(2,157)
Acquisitions of subsidiaries, net of cash acquired	(23)	(170)	-
Investments in equity affiliates and other securities	(67)	(307)	(229)
Increase in non-current loans	(219)	(380)	(301)
Total expenditures	(3,027)	(3,532)	(2,687)
Proceeds from disposals of intangible assets and property, plant and equipment	150	45	363
Proceeds from disposals of subsidiaries, net of cash sold	4	-	4
Proceeds from disposals of non-current investments	177	216	77
Repayment of non-current loans	240	167	342
Total divestments	571	428	786
Cash flow used in investing activities	(2,456)	(3,104)	(1,901)
CASH FLOW USED IN FINANCING ACTIVITIES
Issuance (repayment) of shares:
- Parent company shareholders	-	381	-
- Treasury shares	-	-	-
Dividends paid:
- Parent company shareholders	(2,053)	(2,094)	(825)
- Non-controlling interests	(41)	(53)	(103)
Net issuance (repayment) of perpetual subordinated notes	-	-	331
Payments on perpetual subordinated notes	(22)	(147)	(22)
Other transactions with non-controlling interests	721	-	(75)
Net issuance (repayment) of non-current debt	133	51	224
Increase (decrease) in current borrowings	(1,457)	(4,369)	(2,343)
Increase (decrease) in current financial assets and liabilities	513	(67)	730
Cash flow from (used in) financing activities	(2,206)	(6,298)	(2,083)
Net increase (decrease) in cash and cash equivalents	978	(1,851)	367
Effect of exchange rates	(650)	209	499
Cash and cash equivalents at the beginning of the period	28,643	30,285	29,727
Cash and cash equivalents at the end of the period	28,971	28,643	30,593

26

CONSOLIDATED STATEMENT OF CASH FLOW 

TotalEnergies 

(unaudited)

	9 months	9 months
(M$)	2021	2020
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income	10,463	(8,239)
Depreciation, depletion, amortization and impairment	10,121	19,065
Non-current liabilities, valuation allowances and deferred taxes	810	(1,545)
(Gains) losses on disposals of assets	(270)	(649)
Undistributed affiliates' equity earnings	176	569
(Increase) decrease in working capital	(2,848)	527
Other changes, net	337	(599)
Cash flow from operating activities	18,789	9,129
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions	(7,803)	(6,930)
Acquisitions of subsidiaries, net of cash acquired	(193)	(188)
Investments in equity affiliates and other securities	(2,500)	(1,899)
Increase in non-current loans	(899)	(1,329)
Total expenditures	(11,395)	(10,346)
Proceeds from disposals of intangible assets and property, plant and equipment	421	626
Proceeds from disposals of subsidiaries, net of cash sold	233	158
Proceeds from disposals of non-current investments	456	392
Repayment of non-current loans	541	567
Total divestments	1,651	1,743
Cash flow used in investing activities	(9,744)	(8,603)
CASH FLOW USED IN FINANCING ACTIVITIES
Issuance (repayment) of shares:
- Parent company shareholders	381	374
- Treasury shares	(165)	(611)
Dividends paid:
- Parent company shareholders	(6,237)	(4,635)
- Non-controlling interests	(104)	(179)
Net issuance (repayment) of perpetual subordinated notes	3,248	331
Payments on perpetual subordinated notes	(256)	(253)
Other transactions with non-controlling interests	666	(145)
Net issuance (repayment) of non-current debt	(706)	15,696
Increase (decrease) in current borrowings	(7,488)	(6,162)
Increase (decrease) in current financial assets and liabilities	298	(1,816)
Cash flow from (used in) financing activities	(10,363)	2,600
Net increase (decrease) in cash and cash equivalents	(1,318)	3,126
Effect of exchange rates	(979)	115
Cash and cash equivalents at the beginning of the period	31,268	27,352
Cash and cash equivalents at the end of the period	28,971	30,593

27

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

TotalEnergies

(unaudited)

	Common shares issued		Paid-in surplus and retained earnings	Currency translation adjustment	Treasury shares		Shareholders' equity - TotalEnergies Share	Non- controlling interests	Total shareholders' equity
(M$)	Number	Amount			Number	Amount
As of January 1, 2020	2,601,881,075	8,123	121,170	(11,503)	(15,474,234)	(1,012)	116,778	2,527	119,305
Net income of the first nine months 2020	-	-	(8,133)	-	-	-	(8,133)	(106)	(8,239)
Other comprehensive income	-	-	(983)	(772)	-	-	(1,755)	78	(1,677)
Comprehensive Income	-	-	(9,116)	(772)	-	-	(9,888)	(28)	(9,916)
Dividend	-	-	(5,829)	-	-	-	(5,829)	(234)	(6,063)
Issuance of common shares	51,242,950	144	1,470	-	-	-	1,614	-	1,614
Purchase of treasury shares	-	-	-	-	(13,236,044)	(611)	(611)	-	(611)
Sale of treasury shares(a)	-	-	(233)	-	4,297,502	233	-	-	-
Share-based payments	-	-	144	-	-	-	144	-	144
Share cancellation	-	-	-	-	-	-	-	-	-
Net issuance (repayment) of perpetual subordinated notes	-	-	331	-	-	-	331	-	331
Payments on perpetual subordinated notes	-	-	(227)	-	-	-	(227)	-	(227)
Other operations with non-controlling interests	-	-	(63)	-	-	-	(63)	(82)	(145)
Other items	-	-	(15)	-	-	-	(15)	(6)	(21)
As of September 30,  2020	2,653,124,025	8,267	107,632	(12,275)	(24,412,776)	(1,390)	102,234	2,177	104,411
Net income of the fourth quarter 2020	-	-	891	-	-	-	891	12	903
Other comprehensive income	-	-	662	2,023	-	-	2,685	222	2,907
Comprehensive Income	-	-	1,553	2,023	-	-	3,576	234	3,810
Dividend	-	-	(2,070)	-	-	-	(2,070)	-	(2,070)
Issuance of common shares	-	-	-	-	-	-	-	-	-
Purchase of treasury shares	-	-	-	-	-	-	-	-	-
Sale of treasury shares(a)	-	-	(3)	-	20,073	3	-	-	-
Share-based payments	-	-	44	-	-	-	44	-	44
Share cancellation	-	-	-	-	-	-	-	-	-
Net issuance (repayment) of perpetual subordinated notes	-	-	-	-	-	-	-	-	-
Payments on perpetual subordinated notes	-	-	(81)	-	-	-	(81)	-	(81)
Other operations with non-controlling interests	-	-	2	(4)	-	-	(2)	(35)	(37)
Other items	-	-	1	-	-	-	1	7	8
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 income of the first nine months 2021	-	-	10,195	-	-	-	10,195	268	10,463
Other comprehensive income	-	-	762	(1,731)	-	-	(969)	(45)	(1,014)
Comprehensive Income	-	-	10,957	(1,731)	-	-	9,226	223	9,449
Dividend	-	-	(6,236)	-	-	-	(6,236)	(104)	(6,340)
Issuance of common shares	10,589,713	31	350	-	-	-	381	-	381
Purchase of treasury shares	-	-	-	-	(3,636,351)	(165)	(165)	-	(165)
Sale of treasury shares(a)	-	-	(216)	-	4,571,235	216	-	-	-
Share-based payments	-	-	103	-	-	-	103	-	103
Share cancellation	(23,284,409)	(74)	(1,254)	-	23,284,409	1,328	-	-	-
Net issuance (repayment) of perpetual subordinated notes	-	-	3,254	-	-	-	3,254	-	3,254
Payments on perpetual subordinated notes	-	-	(278)	-	-	-	(278)	-	(278)
Other operations with non-controlling interests	-	-	26	(6)	-	-	20	701	721
Other items	-	-	11	(2)	-	-	9	8	17
As of September 30,  2021	2,640,429,329	8,224	113,795	(11,995)	(173,410)	(8)	110,016	3,211	113,227
(a)Treasury shares related to the performance share grants.

28

TotalEnergies

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIRST NINE MONTHS 2021

(unaudited)

1) Accounting policies

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

The interim consolidated financial statements of TotalEnergies SE and its subsidiaries (the Company) as of September 30, 2021, are presented in U.S. dollars and have been prepared in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting”.

The accounting principles applied for the consolidated financial statements at September 30, 2021, are consistent with those used for the financial statements at December 31, 2020. Since January 1, 2020, the Company has early adopted the amendments to IFRS 7 and IFRS 9 relating to the interest rate benchmark reform phase II. In particular, these amendments allow to maintain the hedge accounting qualification of interest rate derivatives.

The preparation of financial statements in accordance with IFRS for the closing as of September 30, 2021 requires the executive management to make estimates, assumptions and judgments that affect the information reported in the Consolidated Financial Statements and the Notes thereto.

These estimates, assumptions and judgments are based on historical experience and other factors believed to be reasonable at the date of preparation of the financial statements. They are reviewed on an on-going basis by management and therefore could be revised as circumstances change or as a result of new information.

The main estimates, judgments and assumptions relate to the estimation of hydrocarbon reserves in application of the successful efforts method for the oil and gas activities, asset impairments, employee benefits, asset retirement obligations and income taxes. These estimates and assumptions are described in the Notes to the Consolidated Financial Statements as of December 31, 2020.

Different estimates, assumptions and judgments could significantly affect the information reported, and actual results may differ from the amounts included in the Consolidated Financial Statements and the Notes thereto.

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

29

2) Changes in the Company structure

2.1) Main acquisitions and divestments

Ø Exploration & Production

· In July 2021, TotalEnergies, through its affiliate Total Venezuela, has transferred its stake of 30.32% in Petrocedeño S.A. to Corporation Venezolana de Petróleos (CVP), an affiliate of Petróleos de Venezuela (PDVSA). This transaction carried out for a symbolic amount in exchange of a broad indemnity in relation to the past and future participation of TotalEnergies’ in Petrocedeño, resulted in the recognition of a loss of $1.38 billion in the financial statements of TotalEnergies, as of June 30, 2021.

Ø Integrated Gas, Renewables & Power

· In January 2021, TotalEnergies finalized the acquisition of a 20% minority interest in Adani Green Energy Limited (AGEL) from Adani Group. Adani Green Energy Limited (AGEL), a part of the Adani Group, has 14.6 GW of operating, under-construction and awarded renewable power projects catering to investment-grade counterparties.

· In July 2021, TotalEnergies has executed a tolling agreement with GIP Australia (GIP) in relation to the downstream facilities of the Gladstone LNG Project owned by its subsidiary Total GLNG Australia (TGA), with an effective date of January 1, 2021. As part of this agreement, GIP has paid an amount of more than $750 million and will receive a tolling fee revenue calculated on TGA’s share of gas processed through the downstream facilities over a period of 15 years. TGA retains full control and ownership of its 27.5% interest in the Gladstone LNG Downstream Joint Venture.

Ø Refining & Chemicals

· In February 2021, TotalEnergies finalized the sale of Lindsey refinery and its associated logistic assets, as well as all the related rights and obligations, to the Prax Group.

2.2) Divestment projects

Ø Exploration & Production

· On July 30, 2020, TotalEnergies announced that its 58% owned affiliate Total Gabon has signed an agreement with Perenco to divest its interests in seven mature non-operated offshore fields, along with its interests and operatorship in the Cap Lopez oil terminal. The transaction remains subject to approval by the Gabonese authorities.

As of September 30, 2021, the assets and liabilities have been respectively classified in the consolidated balance sheet as “assets classified as held for sale” for an amount of $400 million and “liabilities classified as held for sale” for an amount of $176 million. These assets mainly include tangible assets.

3) Business segment information

Description of the business segments

30

Financial information by business segment is reported in accordance with the internal reporting system and shows internal segment information that is used to manage and measure the performance of TotalEnergies and which is reviewed by the main operational decision-making body of the Company, namely the Executive Committee.

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

Sales prices between business segments approximate market prices.

The organization of the Company's activities is structured around the four followings segments:

- An Exploration & Production segment. Starting September 2021, it notably includes the carbon neutrality activity that was previously reported in the Integrated Gas, Renewables & Power segment. Business segment information relating to fiscal year 2020 has not been restated due to the non-material impact of this change;

- An Integrated Gas, Renewables & Power segment comprising integrated gas (including LNG) and low carbon electricity businesses. It includes the upstream and midstream LNG activity;

- A Refining & Chemicals segment constituting a major industrial hub comprising the activities of refining, petrochemicals and specialty chemicals. This segment also includes the activities of oil Supply, Trading and marine Shipping;

- A Marketing & Services segment including the global activities of supply and marketing in the field of petroleum products;

In addition the Corporate segment includes holdings operating and financial activities.

Adjustment items

Performance indicators excluding the adjustment items, such as adjusted operating income, adjusted net operating income, and adjusted net income are meant to facilitate the analysis of the financial performance and the comparison of income between periods.

Adjustment items include:

(i) Special items

Due to their unusual nature or particular significance, certain transactions qualified as "special items" are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, transactions such as restructuring costs or assets disposals, which are not considered to be representative of the normal course of business, may be qualified as special items although they may have occurred within prior years or are likely to occur again within the coming years.

(ii) The inventory valuation effect

The adjusted results of the Refining & Chemicals and Marketing & Services segments are presented according to the replacement cost method. This method is used to assess the segments’ performance and facilitate the comparability of the segments’ performance with those of its competitors.

In the replacement cost method, which approximates the LIFO (Last-In, First-Out) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period rather than the historical value. The inventory valuation effect is the difference between the results according to the FIFO (First-In, First-Out) and the replacement cost methods.

(iii) Effect of changes in fair value

The effect of changes in fair value presented as adjustment items reflects for certain transactions differences between the internal measure of performance used by TotalEnergies’s management and the accounting for these transactions under IFRS.

IFRS requires that trading inventories be recorded at their fair value using period end spot prices. In order to best reflect the management of economic exposure through derivative transactions, internal indicators used to measure performance include valuations of trading inventories based on forward prices.

TotalEnergies, in its trading activities, enters into storage contracts, which future effects are recorded at fair value in the Company’s internal economic performance. IFRS precludes recognition of this fair value effect.

Furthermore, TotalEnergies enters into derivative instruments to risk manage certain operational contracts or assets. Under IFRS, these derivatives are recorded at fair value while the underlying operational transactions are

31

recorded as they occur. Internal indicators defer the fair value on derivatives to match with the transaction occurrence.

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

32

3.1) Information by business segment

9 months 2021
(M$)	Exploration & Production		Integrated Gas, Renewables & Power		Refining & Chemicals		Marketing & Services		Corporate		Intercompany		Total
External sales	5,178		19,070		62,819		58,434		14		-		145,515
Intersegment sales	23,021		2,794		18,921		296		106		(45,138	)	-
Excise taxes	-		-		(870	)	(15,309	)	-		-		(16,179	)
Revenues from sales	28,199		21,864		80,870		43,421		120		(45,138	)	129,336
Operating expenses	(11,310	)	(18,823	)	(76,732	)	(40,812	)	(553	)	45,138		(103,092	)
Depreciation, depletion and impairment of tangible assets and mineral interests	(6,473	)	(1,105	)	(1,184	)	(793	)	(82	)	-		(9,637	)
Operating income	10,416		1,936		2,954		1,816		(515	)	-		16,607
Net income (loss) from equity affiliates and other items	(834	)	1,464		290		25		13		-		958
Tax on net operating income	(4,382	)	(365	)	(834	)	(574	)	77		-		(6,078	)
Net operating income	5,200		3,035		2,410		1,267		(425	)	-		11,487
Net cost of net debt													(1,024	)
Non-controlling interests													(268	)
Net income - TotalEnergies share													10,195

9 months 2021 (adjustments)(a)
(M$)	Exploration & Production		Integrated Gas, Renewables & Power		Refining & Chemicals		Marketing & Services		Corporate		Intercompany	Total
External sales	-		(44	)	-		-		-		-	(44	)
Intersegment sales	-		-		-		-		-		-	-
Excise taxes	-		-		-		-		-		-	-
Revenues from sales	-		(44	)	-		-		-		-	(44	)
Operating expenses	(55	)	(214	)	1,432		257		-		-	1,420
Depreciation, depletion and impairment of tangible assets and mineral interests	-		(155	)	(25	)	-		-		-	(180	)
Operating income  (b)	(55	)	(413	)	1,407		257		-		-	1,196
Net income (loss) from equity affiliates and other items	(1,728	)	(99	)	33		(55	)	(60	)	-	(1,909	)
Tax on net operating income	69		63		(386	)	(74	)	2		-	(326	)
Net operating income  (b)	(1,714	)	(449	)	1,054		128		(58	)	-	(1,039	)
Net cost of net debt												15
Non-controlling interests												(16	)
Net income - TotalEnergies share												(1,040	)

(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	-	-	1,449	262	-
- On net operating income	-	-	1,222	189	-

9 months 2021 (adjusted)
(M$)	Exploration & Production		Integrated Gas, Renewables & Power		Refining & Chemicals		Marketing & Services		Corporate		Intercompany		Total
External sales	5,178		19,114		62,819		58,434		14		-		145,559
Intersegment sales	23,021		2,794		18,921		296		106		(45,138	)	-
Excise taxes	-		-		(870	)	(15,309	)	-		-		(16,179	)
Revenues from sales	28,199		21,908		80,870		43,421		120		(45,138	)	129,380
Operating expenses	(11,255	)	(18,609	)	(78,164	)	(41,069	)	(553	)	45,138		(104,512	)
Depreciation, depletion and impairment of tangible assets and mineral interests	(6,473	)	(950	)	(1,159	)	(793	)	(82	)	-		(9,457	)
Adjusted operating income	10,471		2,349		1,547		1,559		(515	)	-		15,411
Net income (loss) from equity affiliates and other items	894		1,563		257		80		73		-		2,867
Tax on net operating income	(4,451	)	(428	)	(448	)	(500	)	75		-		(5,752	)
Adjusted net operating income	6,914		3,484		1,356		1,139		(367	)	-		12,526
Net cost of net debt													(1,039	)
Non-controlling interests													(252	)
Adjusted net income - TotalEnergies share													11,235

9 months 2021
(M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate		Intercompany	Total
Total expenditures	4,949	4,870	915	599	62			11,395
Total divestments	537	810	146	138	20			1,651
Cash flow from operating activities	13,385	884	4,027	1,947	(1,454	)		18,789

33

9 months 2020 (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
External sales	3,716	10,398	41,563	47,058	7	-	102,742
Intersegment sales	12,909	1,375	13,218	259	83	(27,844)	-
Excise taxes	-	-	(1,777)	(13,609)	-	-	(15,386)
Revenues from sales	16,625	11,773	53,004	33,708	90	(27,844)	87,356
Operating expenses	(8,483)	(10,278)	(52,535)	(32,031)	(763)	27,844	(76,246)
Depreciation, depletion and impairment of tangible assets and mineral interests	(14,498)	(1,958)	(1,466)	(743)	(56)	-	(18,721)
Operating income	(6,356)	(463)	(997)	934	(729)	-	(7,611)
Net income (loss) from equity affiliates and other items	691	645	(339)	46	160	-	1,203
Tax on net operating income	(299)	64	152	(346)	5	-	(424)
Net operating income	(5,964)	246	(1,184)	634	(564)	-	(6,832)
Net cost of net debt							(1,407)
Non-controlling interests							106
Net income - TotalEnergies share							(8,133)

9 months 2020 (adjustments)(a) (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
External sales	-	17	-	-	-	-	17
Intersegment sales	-	-	-	-	-	-	-
Excise taxes	-	-	-	-	-	-	-
Revenues from sales	-	17	-	-	-	-	17
Operating expenses	(88)	(367)	(1,685)	(347)	(91)	-	(2,578)
Depreciation, depletion and impairment of tangible assets and mineral interests	(7,338)	(953)	(290)	-	-	-	(8,581)
Operating income  (b)	(7,426)	(1,303)	(1,975)	(347)	(91)	-	(11,142)
Net income (loss) from equity affiliates and other items	79	(356)	(486)	(11)	-	-	(774)
Tax on net operating income	88	381	408	100	12	-	989
Net operating income  (b)	(7,259)	(1,278)	(2,053)	(258)	(79)	-	(10,927)
Net cost of net debt							(39)
Non-controlling interests							78
Net income - TotalEnergies share							(10,888)
(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	-	-	(1,509)	(239)	-
- On net operating income	-	-	(1,357)	(169)	-

9 months 2020 (adjusted) (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
External sales	3,716	10,381	41,563	47,058	7	-	102,725
Intersegment sales	12,909	1,375	13,218	259	83	(27,844)	-
Excise taxes	-	-	(1,777)	(13,609)	-	-	(15,386)
Revenues from sales	16,625	11,756	53,004	33,708	90	(27,844)	87,339
Operating expenses	(8,395)	(9,911)	(50,850)	(31,684)	(672)	27,844	(73,668)
Depreciation, depletion and impairment of tangible assets and mineral interests	(7,160)	(1,005)	(1,176)	(743)	(56)	-	(10,140)
Adjusted operating income	1,070	840	978	1,281	(638)	-	3,531
Net income (loss) from equity affiliates and other items	612	1,001	147	57	160	-	1,977
Tax on net operating income	(387)	(317)	(256)	(446)	(7)	-	(1,413)
Adjusted net operating income	1,295	1,524	869	892	(485)	-	4,095
Net cost of net debt							(1,368)
Non-controlling interests							28
Adjusted net income - TotalEnergies share							2,755

9 months 2020 (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
Total expenditures	4,556	4,335	850	519	86		10,346
Total divestments	687	813	118	97	28		1,743
Cash flow from operating activities	6,876	1,554	924	1,453	(1,678)		9,129

34

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

3rd quarter 2021 (adjustments)(a) (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
External sales	-	-	-	-	-	-	-
Intersegment sales	-	-	-	-	-	-	-
Excise taxes	-	-	-	-	-	-	-
Revenues from sales	-	-	-	-	-	-	-
Operating expenses	(32)	(152)	301	44	-	-	161
Depreciation, depletion and impairment of tangible assets and mineral interests	-	(7)	(12)	-	-	-	(19)
Operating income  (b)	(32)	(159)	289	44	-	-	142
Net income (loss) from equity affiliates and other items	(246)	(3)	5	(12)	2	-	(254)
Tax on net operating income	79	4	(84)	(14)	-	-	(15)
Net operating income  (b)	(199)	(158)	210	18	2	-	(127)
Net cost of net debt							5
Non-controlling interests							(2)
Net 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$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
External sales	1,921	8,482	22,765	21,554	7	-	54,729
Intersegment sales	8,588	1,239	7,031	110	38	(17,006)	-
Excise taxes	-	-	(240)	(5,419)	-	-	(5,659)
Revenues from sales	10,509	9,721	29,556	16,245	45	(17,006)	49,070
Operating expenses	(3,926)	(8,350)	(28,454)	(15,346)	(179)	17,006	(39,249)
Depreciation, depletion and impairment of tangible assets and mineral interests	(2,156)	(336)	(385)	(267)	(28)	-	(3,172)
Adjusted operating income	4,427	1,035	717	632	(162)	-	6,649
Net income (loss) from equity affiliates and other items	385	785	74	14	16	-	1,274
Tax on net operating income	(2,086)	(212)	(189)	(208)	23	-	(2,672)
Adjusted net operating income	2,726	1,608	602	438	(123)	-	5,251
Net cost of net debt							(377)
Non-controlling interests							(105)
Adjusted net income -  TotalEnergies share							4,769

3rd quarter 2021 (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
Total expenditures	1,754	683	337	239	14		3,027
Total divestments	163	358	17	31	2		571
Cash flow from operating activities	4,814	(463)	799	845	(355)		5,640

35

3rd quarter 2020 (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
External sales	1,142	1,995	13,607	16,397	1	-	33,142
Intersegment sales	4,248	480	4,167	63	24	(8,982)	-
Excise taxes	-	-	(658)	(5,267)	-	-	(5,925)
Revenues from sales	5,390	2,475	17,116	11,193	25	(8,982)	27,217
Operating expenses	(2,435)	(1,880)	(16,799)	(10,301)	(201)	8,982	(22,634)
Depreciation, depletion and impairment of tangible assets and mineral interests	(2,187)	(342)	(678)	(270)	(16)	-	(3,493)
Operating income	768	253	(361)	622	(192)	-	1,090
Net income (loss) from equity affiliates and other items	251	225	(247)	14	(4)	-	239
Tax on net operating income	(243)	(266)	(51)	(187)	3	-	(744)
Net operating income	776	212	(659)	449	(193)	-	585
Net cost of net debt							(404)
Non-controlling interests							21
Net income - TotalEnergies share							202

3rd quarter 2020 (adjustments)(a) (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
External sales	-	33	-	-	-	-	33
Intersegment sales	-	-	-	-	-	-	-
Excise taxes	-	-	-	-	-	-	-
Revenues from sales	-	33	-	-	-	-	33
Operating expenses	(51)	(49)	(48)	(6)	-	-	(154)
Depreciation, depletion and impairment of tangible assets and mineral interests	-	-	(290)	-	-	-	(290)
Operating income  (b)	(51)	(16)	(338)	(6)	-	-	(411)
Net income (loss) from equity affiliates and other items	8	(64)	(215)	(6)	-	-	(277)
Tax on net operating income	18	7	(18)	-	-	-	7
Net operating income  (b)	(25)	(73)	(571)	(12)	-	-	(681)
Net cost of net debt							29
Non-controlling interests							6
Net income - TotalEnergies share							(646)
(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	-	-	95	(5)	-
- On net operating income	-	-	14	(6)	-

3rd quarter 2020 (adjusted) (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
External sales	1,142	1,962	13,607	16,397	1	-	33,109
Intersegment sales	4,248	480	4,167	63	24	(8,982)	-
Excise taxes	-	-	(658)	(5,267)	-	-	(5,925)
Revenues from sales	5,390	2,442	17,116	11,193	25	(8,982)	27,184
Operating expenses	(2,384)	(1,831)	(16,751)	(10,295)	(201)	8,982	(22,480)
Depreciation, depletion and impairment of tangible assets and mineral interests	(2,187)	(342)	(388)	(270)	(16)	-	(3,203)
Adjusted operating income	819	269	(23)	628	(192)	-	1,501
Net income (loss) from equity affiliates and other items	243	289	(32)	20	(4)	-	516
Tax on net operating income	(261)	(273)	(33)	(187)	3	-	(751)
Adjusted net operating income	801	285	(88)	461	(193)	-	1,266
Net cost of net debt							(433)
Non-controlling interests							15
Adjusted net income - TotalEnergies share							848

3rd quarter 2020 (M$)	Exploration & Production	Integrated Gas, Renewables & Power	Refining & Chemicals	Marketing & Services	Corporate	Intercompany	Total
Total expenditures	1,291	874	317	185	20		2,687
Total divestments	362	380	17	25	2		786
Cash flow from operating activities	2,043	654	1,027	1,033	(406)		4,351

36

3.2) Reconciliation of the information by business segment with consolidated financial statements

					Consolidated
9 months 2021					statement of
(M$)	Adjusted		Adjustments(a)		income
Sales	145,559		(44	)	145,515
Excise taxes	(16,179	)	-		(16,179	)
Revenues from sales	129,380		(44	)	129,336
Purchases net of inventory variation	(83,971	)	1,510		(82,461	)
Other operating expenses	(20,124	)	(90	)	(20,214	)
Exploration costs	(417	)	-		(417	)
Depreciation, depletion and impairment of tangible assets and mineral interests	(9,457	)	(180	)	(9,637	)
Other income	749		27		776
Other expense	(451	)	(1,111	)	(1,562	)
Financial interest on debt	(1,421	)	-		(1,421	)
Financial income and expense from cash& cash equivalents	235		24		259
Cost of net debt	(1,186	)	24		(1,162	)
Other financial income	567		-		567
Other financial expense	(401	)	-		(401	)
Net income (loss) from equity affiliates	2,403		(825	)	1,578
Income taxes	(5,605	)	(335	)	(5,940	)
Consolidated net income	11,487		(1,024	)	10,463
TotalEnergies share	11,235		(1,040	)	10,195
Non-controlling interests	252		16		268

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

					Consolidated
9 months 2020					statement of
(M$)	Adjusted		Adjustments(a)		income
Sales	102,725		17		102,742
Excise taxes	(15,386	)	-		(15,386	)
Revenues from sales	87,339		17		87,356
Purchases net of inventory variation	(54,891	)	(2,087	)	(56,978	)
Other operating expenses	(18,384	)	(491	)	(18,875	)
Exploration costs	(393	)	-		(393	)
Depreciation, depletion and impairment of tangible assets and mineral interests	(10,140	)	(8,581	)	(18,721	)
Other income	1,130		269		1,399
Other expense	(409	)	(400	)	(809	)
Financial interest on debt	(1,643	)	(3	)	(1,646	)
Financial income and expense from cash& cash equivalents	36		(52	)	(16	)
Cost of net debt	(1,607	)	(55	)	(1,662	)
Other financial income	741		-		741
Other financial expense	(506	)	(1	)	(507	)
Net income (loss) from equity affiliates	1,021		(642	)	379
Income taxes	(1,174	)	1,005		(169	)
Consolidated net income	2,727		(10,966	)	(8,239	)
TotalEnergies share	2,755		(10,888	)	(8,133	)
Non-controlling interests	(28	)	(78	)	(106	)

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

37

					Consolidated
3rd quarter 2021					statement
(M$)	Adjusted		Adjustments(a)		of income
Sales	54,729		-		54,729
Excise taxes	(5,659	)	-		(5,659	)
Revenues from sales	49,070		-		49,070
Purchases net of inventory variation	(32,574	)	230		(32,344	)
Other operating expenses	(6,548	)	(69	)	(6,617	)
Exploration costs	(127	)	-		(127	)
Depreciation, depletion and impairment of tangible assets and mineral interests	(3,172	)	(19	)	(3,191	)
Other income	195		-		195
Other expense	(117	)	(488	)	(605	)
Financial interest on debt	(454	)	-		(454	)
Financial income and expense from cash& cash equivalents	79		8		87
Cost of net debt	(375	)	8		(367	)
Other financial income	193		-		193
Other financial expense	(140	)	-		(140	)
Net income (loss) from equity affiliates	1,143		234		1,377
Income taxes	(2,674	)	(18	)	(2,692	)
Consolidated net income	4,874		(122	)	4,752
TotalEnergies share	4,769		(124	)	4,645
Non-controlling interests	105		2		107

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

					Consolidated
3rd quarter 2020					statement
(M$)	Adjusted		Adjustments(a)		of income
Sales	33,109		33		33,142
Excise taxes	(5,925	)	-		(5,925	)
Revenues from sales	27,184		33		27,217
Purchases net of inventory variation	(16,942	)	57		(16,885	)
Other operating expenses	(5,399	)	(211	)	(5,610	)
Exploration costs	(139	)	-		(139	)
Depreciation, depletion and impairment of tangible assets and mineral interests	(3,203	)	(290	)	(3,493	)
Other income	310		147		457
Other expense	(115	)	(166	)	(281	)
Financial interest on debt	(549	)	2		(547	)
Financial income and expense from cash& cash equivalents	49		40		89
Cost of net debt	(500	)	42		(458	)
Other financial income	134		-		134
Other financial expense	(165	)	-		(165	)
Net income (loss) from equity affiliates	352		(258	)	94
Income taxes	(684	)	(6	)	(690	)
Consolidated net income	833		(652	)	181
TotalEnergies share	848		(646	)	202
Non-controlling interests	(15	)	(6	)	(21	)

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

38

3.3) Adjustment items

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

ADJUSTMENTS TO OPERATING INCOME
(M$)		Exploration & Production		Integrated Gas, Renewables & Power		Refining & Chemicals		Marketing & Services		Corporate		Total
3rd quarter  2021	Inventory valuation effect	-		-		309		56		-		365
	Effect of changes in fair value	-		(122	)	-		-		-		(122	)
	Restructuring charges	(36	)	(3	)	(8	)	-		-		(47	)
	Asset impairment charges	-		(7	)	(12	)	-		-		(19	)
	Other items	4		(27	)	-		(12	)	-		(35	)
Total		(32	)	(159	)	289		44		-		142
3rd quarter  2020	Inventory valuation effect	-		-		95		(5	)	-		90
	Effect of changes in fair value	-		66		-		-		-		66
	Restructuring charges	(22	)	(10	)	-		-		-		(32	)
	Asset impairment charges	-		-		(290	)	-		-		(290	)
	Other items	(29	)	(72	)	(143	)	(1	)	-		(245	)
Total		(51	)	(16	)	(338	)	(6	)	-		(411	)
9 months 2021	Inventory valuation effect	-		-		1,449		262		-		1,711
	Effect of changes in fair value	-		(180	)	-		-		-		(180	)
	Restructuring charges	(36	)	(13	)	(16	)	-		-		(65	)
	Asset impairment charges	-		(155	)	(25	)	-		-		(180	)
	Other items	(19	)	(65	)	(1	)	(5	)	-		(90	)
Total		(55	)	(413	)	1,407		257		-		1,196
9 months 2020	Inventory valuation effect	-		-		(1,509	)	(239	)	-		(1,748	)
	Effect of changes in fair value	-		(32	)	-		-		-		(32	)
	Restructuring charges	(32	)	(28	)	(7	)	-		-		(67	)
	Asset impairment charges	(7,338	)	(953	)	(290	)	-		-		(8,581	)
	Other items	(56	)	(290	)	(169	)	(108	)	(91	)	(714	)
Total		(7,426	)	(1,303	)	(1,975	)	(347	)	(91	)	(11,142	)

39

ADJUSTMENTS TO NET INCOME, TotalEnergies SHARE
(M$)		Exploration & Production		Integrated Gas, Renewables & Power		Refining & Chemicals		Marketing & Services		Corporate		Total
3rd quarter  2021	Inventory valuation effect	-		-		282		38		-		320
	Effect of changes in fair value	-		(119	)	-		-		-		(119	)
	Restructuring charges	2		(2	)	(46	)	1		2		(43	)
	Asset impairment charges	-		(5	)	(29	)	(13	)	-		(47	)
	Gains (losses) on disposals of assets	(177	)	-		-		-		-		(177	)
	Other items	(19	)	(28	)	-		(11	)	-		(58	)
Total		(194	)	(154	)	207		15		2		(124	)
3rd quarter  2020	Inventory valuation effect	-		-		10		(6	)	-		4
	Effect of changes in fair value	-		56		-		-		-		56
	Restructuring charges	(17	)	(12	)	(41	)	-		-		(70	)
	Asset impairment charges	-		-		(291	)	(2	)	-		(293	)
Gains (losses) on disposals of assets		-		-		-		-		-		-
	Other items	(8	)	(110	)	(251	)	(1	)	27		(343	)
Total		(25	)	(66	)	(573	)	(9	)	27		(646	)
9 months 2021	Inventory valuation effect	-		-		1,208		176		-		1,384
	Effect of changes in fair value	-		(169	)	-		-		-		(169	)
	Restructuring charges	(83	)	(14	)	(117	)	(42	)	(58	)	(314	)
	Asset impairment charges	-		(185	)	(42	)	(13	)	-		(240	)
Gains (losses) on disposals of assets		(1,556	)*	-		-		-		-		(1,556	)
	Other items	(60	)	(70	)	(9	)	(6	)	-		(145	)
Total		(1,699	)	(438	)	1,040		115		(58	)	(1,040	)
*Of which $1,379 million related to the impact of the TotalEnergies' interest sale of Petrocedeño to PDVSA.
9 months 2020	Inventory valuation effect	-		-		(1,354	)	(150	)	-		(1,504	)
	Effect of changes in fair value	-		(23	)	-		-		-		(23	)
	Restructuring charges	(20	)	(34	)	(116	)	-		-		(170	)
	Asset impairment charges	(7,272	)	(829	)	(291	)	(2	)	-		(8,394	)
Gains (losses) on disposals of assets		-		-		-		-		-		-
	Other items	43		(366	)	(287	)	(72	)	(115	)	(797	)
Total		(7,249	)	(1,252	)	(2,048	)	(224	)	(115	)	(10,888	)

40

4) Shareholders’ equity

Treasury shares (TotalEnergies shares held directly by TotalEnergies SE)

Shares to be allocated as part of performance share grant plans
	including the 2019 plan	99,480
	including other plans	73,930
Total Treasury shares		173,410

Dividend

The Board of directors of October 27, 2021 decided to set the third interim dividend for the fiscal year 2021 at 0.66 euro per share, an amount equal to the first and second interim dividends. The ex-dividend date of this third interim dividend will be March 22, 2022 and it will be paid in cash exclusively on April 1^st, 2022.

Dividend 2021	First interim	Second interim	Third interim
Amount	€0.66	€0.66	€0.66
Set date	April 28, 2021	July 28, 2021	October 27, 2021
Ex-dividend date	September 21, 2021	January 3, 2022	March 22, 2022
Payment date	October 1, 2021	January 13, 2022	April 1, 2022

Earnings per share in Euro

Earnings per share in Euro, calculated from the earnings per share in U.S. dollars converted at the average Euro/USD exchange rate for the period, amounted to €1.46 per share for the 3^rd quarter 2021 (€0.66 per share for the 2^nd quarter 2021 and €0.04 per share for the 3^rd quarter 2020). Diluted earnings per share calculated using the same method amounted to €1.44 per share for the 3^rd quarter 2021 (€0.66 per share for the 2^nd quarter 2021 and €0.04 per share for the 3^rd quarter 2020).

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

Perpetual subordinated notes

TotalEnergies SE issued perpetual subordinated notes in January 2021 :

- Perpetual subordinated notes 1.625% callable in January 2028, or in anticipation in October 2027 (€1,500 million); and

- Perpetual subordinated notes 2.125% callable in January 2033, or in anticipation in July 2032 (€1,500 million).

Following the two tender operations on perpetual subordinated notes 2.250% callable from February 2021 (carried out in April 2019 and September 2020 for a nominal amount of €1,500 million and €703 million respectively), TotalEnergies SE fully reimbursed the residual nominal amount of this note at its first call date for an amount of €297 million on February 26, 2021.

41

Other comprehensive income

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

(M$)	9  months 2021		9  months 2020
Actuarial gains and losses		446		(229)
Change in fair value of investments in equity instruments		(27)		147
Tax effect		(149)		86
Currency translation adjustment generated by the parent company		(5,302)		3,467
Sub-total items not potentially reclassifiable to profit and loss		(5,032)		3,471
Currency translation adjustment		3,037		(2,770)
- unrealized gain/(loss) of the period		3,198		(2,738)
- less gain/(loss) included in net income		161		32
Cash flow hedge		504		(930)
- unrealized gain/(loss) of the period		337		(877)
- less gain/(loss) included in net income		(167)		53
Variation of foreign currency basis spread		(2)		35
- unrealized gain/(loss) of the period		(39)		(3)
- less gain/(loss) included in net income		(37)		(38)
Share of other comprehensive income of equity affiliates, net amount		635		(1,731)
- unrealized gain/(loss) of the period		634		(1,741)
- less gain/(loss) included in net income		(1)		(10)
Other		1		(4)
Tax effect		(157)		252
Sub-total items potentially reclassifiable to profit and loss		4,018		(5,148)
Total other comprehensive income (net amount)		(1,014)		(1,677)

42

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

	9  months 2021			9  months 2020
(M$)	Pre-tax amount	Tax effect	Net amount	Pre-tax amount	Tax effect	Net amount
Actuarial gains and losses	446	(141)	305	(229)	53	(176)
Change in fair value of investments in equity instruments	(27)	(8)	(35)	147	33	180
Currency translation adjustment generated by the parent company	(5,302)	-	(5,302)	3,467	-	3,467
Sub-total items not potentially reclassifiable to profit and loss	(4,883)	(149)	(5,032)	3,385	86	3,471
Currency translation adjustment	3,037	-	3,037	(2,770)	-	(2,770)
Cash flow hedge	504	(155)	349	(930)	263	(667)
Variation of foreign currency basis spread	(2)	(2)	(4)	35	(11)	24
Share of other comprehensive income of equity affiliates, net amount	635	-	635	(1,731)	-	(1,731)
Other	1	-	1	(4)	-	(4)
Sub-total items potentially reclassifiable to profit and loss	4,175	(157)	4,018	(5,400)	252	(5,148)
Total other comprehensive income	(708)	(306)	(1,014)	(2,015)	338	(1,677)

Non-Controlling Interests

As mentioned in Note 2.1 Main acquisitions and divestments, TotalEnergies has executed a tolling agreement with GIP Australia (GIP) with an effective date of January 1, 2021. As part of this agreement, GIP has paid an amount of more than $750 million. GIP's participation is recognized as a non-controlling interest.

5) Financial debt

The Company has not issued any new senior bond during the first nine months of 2021.

The Company reimbursed three senior bonds during the first nine months of 2021:

- Bond 4.125% issued in 2011 and maturing in January 2021 ($500 million)

- Bond 2.750% issued in 2014 and maturing in June 2021 ($1,000 million)

- Bond 2.218% issued in 2019 and maturing in July 2021 ($750 million).

On April 2, 2020, the Company put in place a committed syndicated credit line with banking counterparties for an initial amount of $6,350 million and with a 12-month tenor (with the option to extend its maturity twice by a further 6 months at TotalEnergies SE’ hand).

On April 1, 2021, the Company reimbursed in full the balance of this committed syndicated credit line for an amount of $2,646 million.

43

6) Related parties

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

There were no major changes concerning transactions with related parties during the first nine months of 2021.

7) Other risks and contingent liabilities

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

Yemen

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

Mozambique

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

8) Subsequent events

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

44

EX-99.2

EXHIBIT 99.2

RECENT DEVELOPMENTS

France : TotalEnergies allocates €200 million to equip its highway service stations with high-power electric vehicles (EV) charge points

On October 28, 2021, TotalEnergies announced that it will allocate up to €200 million over a year to equip more than 150 of its motorway and expressway service stations with high-power charge points for electric vehicles.

This major investment is intended to support the growth of electric mobility in France:

· By end-2021, 60 motorway service stations are expected to be equipped with high-power EV charge points (50 to 175 kW).

· By end-2022, more than 110 TotalEnergies motorway and expressway service stations are expected to be equipped with high-power EV charging stations (175 kW charge points). In parallel, TotalEnergies will actively participate in the upcoming calls for tenders from the motorway operators.

· By 2023, TotalEnergies aims to have 200 service stations equipped with high-power EV charge points on these major roads, along with 100 additional stations in urban areas, notably in the form of high-power charging hubs. TotalEnergies reaffirms its ambition to offer to its customers a high-power charging station every 150 kilometers.

This acceleration is a pillar of TotalEnergies’ strategy to be a key player in electric mobility in Europe, especially in France.

Since 2020, TotalEnergies pursues its development in world-class metropolitan areas, with a large portfolio of EV charge points in operation or under construction in Amsterdam and its Metropolitan Region (22,000), Antwerp (3,000), London (1,700), Paris (2,300), Singapore (1,500) and Wuhan (11,000).

TotalEnergies announces the third 2021 interim dividend stable at €0.66/share

The Board of Directors of TotalEnergies SE met on October 27, 2021 and declared the distribution of the third 2021 interim dividend at €0.66/share, stable compared to the first and second 2021 interim dividends. This third interim dividend will be paid in cash exclusively, according to the following timetable:

	Shares	American Depositary Receipts
Ex-dividend date	March 22, 2022	March 18, 2022
Payment date	April 1, 2022	April 12, 2022

Plastic Recycling: Plastic Energy, Freepoint Eco-Systems and TotalEnergies partner on advanced recycling project in the U.S.

On October 26, 2021, TotalEnergies announced the strategic partnership in the U.S. among TotalEnergies, Plastic Energy Ltd. and Freepoint Eco-Systems LLC. Under this agreement, Plastic Energy and Freepoint Eco-Systems plan to build an advanced recycling plant in Texas, which will transform end-of-life plastic waste into a recycled feedstock called TACOIL using Plastic Energy’s patented technology. TotalEnergies will convert this raw material into virgin-quality polymers, which can be used for food-grade packaging.

The project will process and convert yearly 33,000 tons of post-consumer end-of-life plastic waste that would otherwise be destined for landfill or incineration. The plant is expected to become operational by mid-2024 with TACOIL to be used for the manufacturing of high-quality polymers in TotalEnergies’ Texas-based production units, enabling the creation of items such as flexible and rigid food packaging containers.

Scotland: TotalEnergies and ScotWind partners commit to local industrial development

On October 18, 2021, TotalEnergies announced the opening of its Offshore Wind Hub (the “Hub”) in the United Kingdom, in Aberdeen. The Hub will be part of TotalEnergies’ existing offshore operations center in Aberdeen. The Hub will enable the transition of staff from oil and gas to offshore wind as that part of TotalEnergies’ United Kingdom business grows. It will thus leverage the offshore expertise that TotalEnergies’ Aberdeen operations have built over the last 50 years.

The announcement comes as TotalEnergies, in partnership with Macquarie’s Green Investment Group and Scottish developer Renewable Infrastructure Development Group (RIDG), takes part in the ScotWind leasing round having proposed a 2 gigawatt (GW) offshore wind project called the “West of Orkney Windfarm”.

The partners unveiled plans for a £140 million initiative in a comprehensive action plan to develop the Scottish supply chain and harbour infrastructure specifically around this project. Should the West of Orkney Windfarm be selected, the investment would be allocated across a range of initiatives, including:

· direct support for supplier development and the enhancement of ports and harbor infrastructure in Orkney, Caithness, and more generally in Scotland,

· a supply chain and infrastructure investment fund to enhance the capabilities and competitiveness of key suppliers,

· a targeted local skills development program.

This investment will be made during the initial phase of development before the final investment decision is taken. It will be funded by £105 million of direct commitments from the partners supplemented up to £140 million by a matched funding from third parties raised by the partners.

These initiatives will help the consortium reach its ambitions to deliver up to half of the project’s content in Scotland over its lifetime through collaboration across industry, with a commitment to 60% overall in the United Kingdom.

On successful award, the consortium will undertake detailed consultation with the local communities of Orkney and Caithness to establish a community benefit program, reflecting the long-term commitment the West of Orkney Windfarm represents to the region.

This investment announcement follows the consortium’s decision to develop a large-scale green hydrogen facility on the island of Flotta in Orkney. The proposed Flotta Hydrogen Hub would be powered by the renewable electricity generated by the West of Orkney Windfarm.

Scotland: Green Investment Group, TotalEnergies and RIDG partner with Repsol Sinopec and Uniper to develop large-scale green hydrogen facility in Orkney

On October 12, 2021, TotalEnergies announced that Offshore Wind Power Limited (OWPL), the consortium formed by Macquarie’s Green Investment Group, TotalEnergies and Scottish developer RIDG is studying the use of offshore wind to power the production of green hydrogen on an industrial scale on the island of Flotta in Orkney, Scotland.

The OWPL consortium has submitted a proposal to the Crown Estate Scotland’s offshore wind leasing round (ScotWind) to develop the N1 plan option area west of Orkney. If successful, its proposal – called the West of Orkney Windfarm – could deliver renewable power to a green hydrogen production facility at the Flotta Terminal. 

Plans to power the proposed Flotta hydrogen hub are being developed by OWPL in partnership with Flotta Terminal’s owner Repsol Sinopec, and Uniper, a leading international energy company and pioneer in the field of hydrogen. The proposal is also supported locally by EMEC Hydrogen who have spearheaded Orkney’s leading position in green hydrogen production.

Floating offshore wind, United States: TotalEnergies and Simply Blue Group launch TotalEnergies SBE US joint venture

On October 13, 2021, TotalEnergies announced the launch of a joint venture, TotalEnergies SBE US with Simply Blue Group, to unlock the vast potential for floating offshore wind projects in the United States.

TotalEnergies SBE US will combine TotalEnergies’ expertise in large-scale offshore projects, Simply Blue Group’s floating know-how, and a team of pioneers of the U.S. offshore wind industry, to unlock untapped deep-water opportunities that will provide renewable electricity to millions of U.S. homes.

As of October 2021, TotalEnergies has over 6 GW of offshore wind in development around the globe, of which over 40% is comprised of floating offshore wind including over 2 GW of floating wind projects in South Korea. Simply Blue Group has more than 3.2 GW of offshore wind in development off Ireland and the United Kingdom.

United States: TotalEnergies and Qnergy deploy an innovative technology to reduce methane emissions on the Barnett field

On October 11, 2021, TotalEnergies announced, as part of its effort for continuous progress and sustainable development, the deployment of an innovative technology developed by Qnergy, to significantly reduce methane emissions related to its operations on the Barnett gas field in the United States.

The solution proposed by Qnergy uses a technology allowing the conversion of methane powered instrumentation into compressed air powered instrumentation, thus eliminating the release of methane into the atmosphere during the process.

During a successful pilot project at the Barnett site in March 2021, Qnergy’s technology proved to be reliable, simple to install and easy to operate, allowing the elimination of up to 98% of the methane venting emissions related to instruments using natural gas.

After additional successful tests, TotalEnergies decided to install this new technology by deploying 100 units on the Barnett field in 2021 and 2022. The deployment of 300 additional units throughout the field is expected to reduce methane venting emissions from pneumatic devices by approximately 7,000 tons per year by the end of 2024.

Going forward, new developments on the Barnett field and across TotalEnergies will be designed without instruments using natural gas.

TotalEnergies’ performance in reducing methane emissions is one of the best in the industry. TotalEnergies has cut its emissions by close to 50% since 2010, through actions focused on different

sources – such as flaring, venting and fugitive emissions – and by complying with stringent design standards for new projects to ensure that methane emissions are close to zero. TotalEnergies has already reduced routine flaring by more than 90% since 2010 and has pledged to eliminate the practice by 2030.

TotalEnergies lowered the methane emissions intensity of its operated gas facilities to below 0.1% in 2020. TotalEnergies has set an objective of a further 20% reduction of absolute methane emissions from its operated oil and gas assets in 2025 compared to 2020.

In November 2020, TotalEnergies signed onto a second phase of the United Nations Environment Programme’s Oil and Gas Methane Partnership (OGMP 2.0), supporting a broader, more ambitious reporting framework extended to cover the entire gas value chain and non-operated assets. TotalEnergies is also a signatory of the Methane Guiding Principles.

TotalEnergies is a founding member of the Oil and Gas Climate Initiative (OGCI), a $1 billion climate fund that has also invested in Qnergy.

India: Adani Green Energy completes the acquisition of the 5 GW renewable portfolio of SB Energy India

On October 4, 2021, TotalEnergies announced that, following the completion of Adani Green Energy Limited’s (AGEL) acquisition of 100% interest in SB Energy India from SoftBank Group Corp (“SBG”) (80%) and Bharti Group (20%) previously announced on May 19, 2021, TotalEnergies, which holds a 20% interest in AGEL, added a net capacity of approximately 1.4 gigawatt peak (GWp) of projects in operation and under construction to its renewable portfolio.

SB Energy India has a total renewable portfolio of 5 gigawatt alternative current (GWac) spread across four states in India. It consists of utility-scale farms of which 84% are solar capacity (4,180 megawatt of alternating current (MWac)), 9% are wind-solar hybrid capacity (450 mega watts or MW) and are 7% wind capacity (324 MW) with 1,700 MW in operation and a further 2,554 MW under construction and 700MW near construction¹. All projects have 25-year power purchase agreements with sovereign rated counterparties such as Solar Energy Corporation of India Ltd. (SECI), NTPC Limited and NHPC Limited.

The transaction by AGEL values SB Energy India at a fully completed enterprise valuation of approximately $3.5 billion².

1 ‘Near Construction’ denotes that Letter of Award is received and PPA is to be signed

2 Fully completed enterprise valuation includes all future projects capex

Decarbonization of Air Transportation: Air France, TotalEnergies, the Métropole of Nice Côte d’Azur and Nice Côte d’Azur Airport carry out a Nice-Paris flight fueled with 30% Sustainable Aviation Fuel

On October 1, 2021, TotalEnergies announced that Air France, TotalEnergies, the Metropole and the Airport of Nice Côte d’Azur joined forces to operate a flight fueled with Sustainable Aviation Fuel (SAF). Air France Flight 6235 took off for Orly Airport in Paris from Nice Airport's Terminal 2, after being loaded with 30% SAF produced by TotalEnergies in its French plants.

After the first long-haul flight fueled by French-made SAF in May 2021, this is a further realization by Air France and TotalEnergies towards supporting and developing the production of sustainable aviation fuel in France, as an essential condition for its widespread take-up in French airports.

The biofuel used for this flight was produced from waste and residues generated by the circular economy. It was made by TotalEnergies from used cooking oils at its biorefinery at La Mède (Bouches-du-Rhône) and its plant at Oudalle (Seine-Maritime). The French-produced SAF carries an ISCC-EU certification (International Sustainability & Carbon Certification) awarded by an independent

body which guarantees its sustainability. The 30% incorporation on the Nice-Paris flight will prevent the emission of 3 tons of CO2.

TotalEnergies Doubles its Recycled Plastic Production Capacity in France

On October 1, 2021, TotalEnergies announced the inauguration of the extension of Synova in Normandy, the French leader in recycled polypropylene production. TotalEnergies is therefore doubling its mechanical recycling production capacity for recycled polymers, to meet growing demand for sustainable polymers from customers, such as automotive manufacturers (Auto OEM) and the construction industry.

In order to increase its mechanical recycling capacity, in 2019 TotalEnergies acquired Synova, the French leader in the production of recycled polypropylene derived from industrial waste plastics, household waste and car parts such as bumpers.

With the installation of two new production lines, Synova will produce almost 45,000 tons of recycled polypropylene per year using mechanical recycling methods, including one range containing fiber glass to produce components with very high mechanical performance.

TotalEnergies, Air Liquide, VINCI and a group of international companies launch the world’s largest clean hydrogen infrastructure fund

On October 1, 2021, TotalEnergies announced that TotalEnergies, Air Liquide, and VINCI, combined forces with other large international companies to sponsor the creation of the world’s largest fund exclusively dedicated to clean hydrogen infrastructure solutions. The fund aims to reach €1.5 billion and has already secured initial commitments of €800 million. Its objective is to accelerate the growth of the clean hydrogen ecosystem by investing in large strategic projects and leveraging the alliance of industrial and financial players.

The clean hydrogen infrastructure fund will invest in the entire value chain of renewable and low carbon hydrogen, in the most promising regions in the Americas, Asia and Europe. It will invest as a partner, alongside other key project developers and/or industry players, in large upstream and downstream clean hydrogen projects.

TotalEnergies, Air Liquide, and VINCI Concessions have been at the forefront of setting up and aggregating commitments to this clean hydrogen infrastructure fund. As anchor partners, fully committed to low carbon and renewable hydrogen development, each has pledged to invest €100 million. The fund will be managed by Hy24, a new 50/50 joint venture between Ardian, a world-leading private investment house and FiveT Hydrogen, a clean hydrogen enabling investment platform. The choice of this fund manager allows for the merger of their similar initiatives and adds Plug Power as an anchor partner, as well as Chart Industries and Baker Hughes as joint partners.

With solid industrial expertise and significant investment potential, the clean hydrogen infrastructure fund will have a unique capacity to unlock large scale projects under development and accelerate the scaling up of hydrogen markets. With the announced support of public policies and some use of debt financing, the fund should be able to contribute to the development of hydrogen projects with a total value of about €15 billion.

Subject to Hy24’s French Market Authority (AMF) accreditation as an Alternative Investment Fund Manager (AIFM), the platform will be operational in late 2021 and first closing is expected before the end of the year.

Sustainable development in the Russian Arctic: TotalEnergies commits to the protection of biodiversity in the Arctic LNG 2 project

On September 30, 2021, TotalEnergies announced that, in line with its guiding principle of transparency in sustainable development and in engaging with civil society, TotalEnergies published on its website the Environmental, Safety and Health Impact Assessment (ESHIA) and the biodiversity implementation strategy of the Arctic LNG 2 project, in which TotalEnergies holds a direct and indirect¹ 21.64% interest.

Based on the ESHIA and in accordance with the most stringent international performance standards, Arctic LNG 2 has defined a set of actions that will be implemented to minimize its environmental and social footprint, and to deliver a positive impact on biodiversity and the surrounding communities. These measures will be monitored by third-party organizations, including all of the international credit agencies that will be contributing to the project and have engaged in a demanding dialogue with the project team to reinforce its commitments on the basis of IFC (International Finance Corporation) Performance Standard 6.

The biodiversity protection strategy of the project will be based on the following plans and programs:

· the Biodiversity Conservation Management Program (BCMP) in accordance with the recommendations of the Ministry of Natural Resources and Environment of the Russian Federation;

· the Biodiversity Management Plan (BMP) setting out the commitments and measures identified in the ESHIA in order to avoid, minimize and, if necessary, compensate the impacts on biodiversity and ecosystems;

· the Biodiversity Action Plan (BAP) setting out the specific commitments and actions taken by the project in accordance with IFC Performance Standard 6 requirements for No Net Loss in Natural Habitats and a Net Gain in Critical Habitats;

· the Biodiversity Monitoring and Evaluation Program (BMEP) to measure the outcomes of the biodiversity plans implemented.

TotalEnergies intends to publish these plans and programs as they are approved.

TotalEnergies joins forces with China Three Gorges Corporation to develop more than 11,000 high-power charge points for electric vehicles in Wuhan and Hubei Province

On September 28, 2021, TotalEnergies announced that it and China Three Gorges Corporation (CTG, through its two affiliates CTG Capital and CTG Electric Energy) signed an agreement to establish a joint venture in electric mobility in China. This equally owned company will develop Electric Vehicle (EV) high-power charging infrastructure and services within the Hubei Province, through the installation and operation of more than 11,000 high-power charge points by 2025

This joint venture will build on TotalEnergies’ worldwide expertise in electric mobility and CTG’s strong capability in green energy production and supply. The two companies intend to develop co-branded high-power charging hubs and standalone stations, open to the general public, equipped with 60 kilowatts (kW) to 120 kW power charge points and with an average hosting capacity ranging between 20 to 50 vehicles each. The partners will also build dedicated charging stations on the premises of B2B customers, to meet their needs. Finally, in line with the partners’ respective ambitions with respect to carbon neutrality, the electricity used to power this new network will be produced mostly from renewable sources.

The joint venture’s growth perspectives are supported by China’s ambition to be carbon net neutral by 2060. In a context of a fast-growing energy demand for mobility, the EV penetration rate is expected to increase dramatically over the coming years, requiring a rapid expansion of the existing fast-charging network.

¹ Through its 19.4% stake in Novatek, which owns 60% of the Arctic LNG2 project.

CTG Corporation, operator of the Three Gorges Dam, is China’s largest clean energy corporation and the world largest hydro-power producer. It has developed more than 30 GW of hydro, wind and solar power generation capacities in China and overseas – namely in Europe – over the past five years. TotalEnergies has been present in Wuhan and in Hubei province since 1995, notably through its network of branded fuel service-stations, its lubricant business and its affiliate Hutchinson.

With this announcement, TotalEnergies continues to pursue its development in electric mobility in major cities throughout the world, with a large portfolio of EV charge points currently in operation or in the process of being installed: Amsterdam and its region (22,000), Antwerp (3,000), Paris (2,300) and London (1,700). This is also the second development in Asia in recent months, following the acquisition of Singapore largest EV charge network (1,500) in July 2021.

TotalEnergies and Safran create a strategic partnership to accelerate the decarbonization of the aviation industry

On September 27, 2021, TotalEnergies announced that TotalEnergies and Safran signed a strategic partnership agreement to jointly develop technical and commercial solutions for the decarbonization of the aviation industry.

In line with the ambition of both companies to reach net zero CO₂ emissions by 2050, this major partnership aims to accelerate the reduction of the CO₂ emissions of the aviation industry. Sustainable aviation fuel (SAF) plays a key role in this approach.

The collaboration will leverage Safran and TotalEnergies’ respective areas of excellence and expertise for the development and deployment of SAF and develop an informed understanding of the overall value chain and use cases, while integrating the objectives of sustainable development altogether.

In the short term, the partnership aims to make current engines compatible with fuel containing up to 100% SAF. Longer term, it will then work to optimize engine/fuel energy efficiency and environmental performance.

This collaboration may extend to other fields, such as adapting fuel systems to SAF or developing new-generation battery systems for electric motors.

The agreement focuses on three key areas:

§	Research, technology and innovation, with the development of technological bricks validated through ground tests of propulsion systems and demonstrator flight tests of engines.
§	Supply of sustainable aviation fuels produced in France by TotalEnergies to decarbonize Safran’s airplane and helicopter engine tests in France.
§	Dialogue and promotion, through initiatives to raise awareness among public and private players in France, Europe and worldwide.

French legislation calls for aircraft to use at least 1% SAF by 2022 for all flights originating in France, while the European Commission calls for a ramp up to 2% by 2025 and 5% by 2030 as part of the European Green Deal.

Stellantis and TotalEnergies welcome Mercedes-Benz as a new partner of Automotive Cells Company (ACC) and raise its capacity plan to at least 120 Gigawatt hours (GWh) by 2030

On September 24, 2021, TotalEnergies announced that Stellantis, TotalEnergies and Mercedes-Benz entered into agreements to welcome Mercedes-Benz as a new partner of Automotive Cells Company (ACC). The transaction is subject to agreement on definitive documentation and customary closing conditions, including regulatory approvals. Following its entry, the partners commit to increase ACC’s industrial capacity to at least 120 GWh by 2030.

ACC results from the initiative taken in 2020 by Stellantis and TotalEnergies, together with its affiliate Saft, and supported by the French, German and European authorities, to create a European battery champion for electric vehicles. The entry of Mercedes-Benz in ACC is a clear demonstration of its industrial progress and of the merits of the project, which it will strengthen.

ACC’s objective is to develop and produce battery cells and modules for electric vehicles with a focus on safety, performance and competitiveness, while ensuring the highest level of quality and the lowest carbon footprint. The updated ACC capacity plan will mobilize an investment of more than seven billion euros, which will be supported by subsidies and financed by equity and debt. The creation of this European battery champion will support Europe to address the challenges of the energy transition in mobility, ensure its security of supply of a key component for the electric car industry.

Floating offshore wind: TotalEnergies, Green Investment Group and Qair join forces to bid for the Southern Brittany tender

On September 23, 2021 TotalEnergies announced that a consortium of TotalEnergies, Green Investment Group (GIG) and Qair were pre-selected by the Direction Générale de l’Energie et du Climat (“DGEC”) to participate in an upcoming competitive tender for the development of a floating wind farm of up to 270 MW in Southern Brittany. Through the tender, the consortium will bid to develop a project that will produce enough green energy to power the equivalent of 250,000 homes across France.

The consortium believes the Southern Brittany tender round is a key step in the deployment of this new technology and will help foster the development of a cutting-edge industry in France.

TotalEnergies, GIG and Qair are committed to working closely with local stakeholders and utilizing the local supply chain wherever possible to maximize the economic benefits to Brittany.

The consortium intends to leverage the members’ unique mix of local knowledge, financial expertise, technical proficiency, their experience in renewable energy, as well as their ambitions for the growth of the floating offshore wind sector.

This joint bid is based on a productive history between the members of the consortium:

· Over 2 GW of floating wind projects in South Korea (GIG and TotalEnergies),

· the 1.5 GW bottom-fixed Outer Dowsing offshore wind project in the United Kingdom (GIG and TotalEnergies),

· the Eolmed floating offshore wind pilot project in France (Qair and TotalEnergies)

TotalEnergies and Air Liquide partner to develop low-carbon hydrogen production in the Normandy Industrial Basin

On September 14, 2021, TotalEnergies announced that TotalEnergies and Air Liquide joined forces to decarbonize hydrogen production at TotalEnergies’ Normandy platform in France. This project foresees in the long term the supply to TotalEnergies by Air Liquide of low-carbon hydrogen by relying on Air Liquide's hydrogen network in Normandy and the implementation of a large-scale CO₂ capture and storage solution (CCS). In line with the objective of both companies to get to net zero emissions by 2050, this ambitious project is part of a sustainable development approach which will help develop a low-carbon hydrogen ecosystem in the Axe Seine / Normandy area, progressively supported by technologies such as CCS and electrolysis.

Under a long term contract agreement, Air Liquide will take over and operate the 255 tons-per-day hydrogen production unit at the TotalEnergies platform in Normandy. Connecting the unit to Air Liquide’s hydrogen network will enable the optimization of its performance and, ultimately, develop the world’s first low-carbon hydrogen network. The network already includes a hydrogen production facility in Port-Jérôme equipped with Air Liquide’s Cryocap^TM carbon capture solution since 2015. Air Liquide is considering adding a large-scale unit to produce renewable hydrogen via electrolysis.

In addition, the companies plan to launch development studies to deploy a CCS project to decarbonize the hydrogen produced in this unit at the Normandy platform. Air Liquide would install its

Cryocap™ process to capture CO2, while TotalEnergies would handle transportation and storage of the captured CO₂, notably through the Northern Lights (Norway) and Aramis (Netherlands) CCS projects being developed in the North Sea.

In the long term, the implementation of these projects would reduce the carbon emissions from the unit’s hydrogen production by approximately 650,000 tons of CO₂ per year by 2030.

This cooperation between Air Liquide and TotalEnergies is aligned with their shared ambition to help decarbonize industrial operations in the “Axe Seine/Normandy” area. Along with other industrial companies, the partners signed a Memorandum of Understanding announced in July 2021, to develop carbon capture and storage infrastructure in Normandy with the goal of reducing CO₂ emissions by up to 3 million tons per year by 2030.

Under French law, the proposed transfer of the hydrogen production unit to Air Liquide is subject to the process for notifying and consulting employee representatives of the TotalEnergies Normandy platform, and to approval from the competent authorities.

Iraq: TotalEnergies signed major agreements for the sustainable development of the Basra region natural resources

On September 6, 2021, TotalEnergies announced that TotalEnergies, the Iraqi Ministries for oil and electricity, and the country's National Investment Commission signed major agreements covering several projects in the Basra region, designed to enhance the development of Iraq's natural resources to improve the country’s electricity supply. Iraq, a country rich in natural resources, is experiencing electricity shortages while it faces a sharp increase in demand from the population.

TotalEnergies, with the support of the Iraqi authorities, will invest in installations to recover gas that is being flared on three oil fields and as such supply gas to 1.5 GW of power generation capacity in a first phase growing to 3 GW in a second phase. It will also develop 1  GWac of solar electricity generation capacity to supply the Basra regional grid.

These agreements include:

· The construction of a new gas gathering network and treatment units to supply the local power stations, with TotalEnergies also bringing its expertise to optimize the oil and gas production of the Ratawi field, by building and operating new capacities.

· The construction of a large-scale seawater treatment unit to increase water injection capacities in southern Iraq fields without increasing water withdrawals as the country is currently facing a water-stress situation. This water injection is required to maintain pressure in several fields and as such will help optimize the production of the natural resources in the Basra region.

· The construction and operation of a photovoltaic power plant with a capacity of 1  GWp to supply electricity to the grid in the Basra region.

These projects represent a total investment of approximately $10 billion (100% share).

Appointment to the Executive Committee of TotalEnergies

As part of the deployment of TotalEnergies’ new organization, effective September 1, 2021:

Nicolas Terraz is appointed President, Exploration & Production, member of the Executive Committee, replacing Arnaud Breuillac, who becomes Senior Advisor to the Chairman and Chief Executive Officer. Henri-Max Ndong-Nzue replaces Nicolas Terraz as Senior Vice President Africa for Exploration & Production.

Namita Shah, member of the Executive Committee, is appointed President, OneTech. In addition, she will supervise the work of People & Social Engagement, headed by Agnieszka Kmieciak.

Helle Kristoffersen, member of the Executive Committee, is appointed President, Strategy & Sustainability. She will supervise the work of TotalEnergies Global Services.

TotalEnergies’ Executive Committee now consists of:

· Patrick Pouyanné, Chairman and Chief Executive Officer

· Helle Kristoffersen, President, Strategy & Sustainability

· Stéphane Michel, President, Gas, Renewables & Power

· Bernard Pinatel, President, Refining & Chemicals

· Jean-Pierre Sbraire, Chief Financial Officer

· Namita Shah, President, OneTech

· Nicolas Terraz, President, Exploration & Production

· Alexis Vovk, President, Marketing & Services

Nicolas Terraz:

Nicolas Terraz started his career in the French Ministries of Industry (1994-1997) and Public Works and Transportation (1997-2001) and joined TotalEnergies in 2001.

After holding positions in France and in Qatar, Nicolas Terraz served as Managing Director of Total E&P Myanmar (2008-2011), Managing Director of Total E&P France (2011-2014), Vice President New Ventures for Exploration and Production (2014-2015) and Managing Director of Total Upstream Companies in Nigeria (2015-2019).

In 2019, Nicolas Terraz was appointed Senior Vice President Africa and a member of the management committee of the Exploration & Production segment of TotalEnergies.

Born in 1969, Nicolas Terraz is a graduate of the Ecole Polytechnique and the Ecole Nationale des Ponts et Chaussées and earned a Master of Science in Technology and Policy from the Massachusetts Institute of Technology.

Namita Shah:

Namita Shah began her career as an Associate Attorney at Shearman & Sterling, a New York law firm, where she spent eight years providing advice and supervising transactions including those involving financing of pipeline and power plant companies.

She joined TotalEnergies in 2002 as a Legal Counsel in the E&P mergers and acquisitions team. In 2008 she joined the New Business team, where she was responsible for business development in Australia and Malaysia. She held this position until 2011, when she moved to Yangon as General Manager, TotalEnergies E&P Myanmar. On July 1, 2014, she was appointed Senior Vice President, Corporate Affairs, Exploration & Production.

On July 1, 2016, Namita Shah was appointed President, People & Social Responsibility and member of the Executive Committee.

Indian and French, Namita Shah is a graduate of Delhi University and the New York University School of Law.

Helle Kristoffersen:

Helle Kristoffersen began her career in 1989 at the investment bank Lazard Frères. In 1991, she moved to the transportation and logistics company Bolloré. In 1994, she joined Alcatel, where she continued her career until 2010. She served as Alcatel’s and then Alcatel-Lucent’s Senior Vice President, Strategy.

Helle Kristoffersen joined TotalEnergies in January 2011 as Deputy Senior Vice President and then Senior Vice President, Strategy & Business Intelligence. On September 1, 2016, she became Senior Vice President, Strategy & Corporate Affairs, in Gas, Renewables & Power.

In 2019, she was appointed President, Strategy & Innovation and a TotalEnergies Executive Committee member.

A dual Danish and French national, Helle Kristoffersen is a graduate of the Ecole Normale Supérieure and the Paris Graduate School of Economics, Statistics and Finance (ENSAE) and holds a master's degree in econometrics from Université Paris 1. She is an alumna of the Institute for Higher National Defense Studies (IHEDN) and a Knight of the Legion of Honor.

Netherlands: TotalEnergies, Shell Netherlands, EBN and Gasunie form partnership to develop the offshore Aramis CO₂ Transport and Sequestration Project

On September 07, 2021, TotalEnergies announced that TotalEnergies, Shell Netherlands, Energie Beheer Nederland (EBN) and Gasunie formed a partnership to enable large-scale CO₂-reduction for industrial clusters in the Netherlands. Under the name Aramis, these parties will collaborate towards the development of new CO₂ transport infrastructure to enable offshore CO₂ storage. Aramis is looking to make the final investment decision by 2023 with an operational start-up in 2026. The project aims to make an important contribution to the CO₂ reduction targets for 2030, as set forth in the Dutch National Climate Agreement and the European Union’s Green Deal.

The Aramis project aims to contribute to the reduction of emissions by providing CO₂ transport to unlock storage capacity for industries such as the steel, chemicals, cement, refineries, and waste incinerators. It will offer a decarbonization solution for the industrial sectors by transporting CO₂ to depleted offshore gas fields under the Dutch North Sea. It will be based on an ‘open access’ philosophy to give industrial customers and offshore storage providers the possibility to connect to the infrastructure at a later stage.

In collaboration with various local partners and initiatives, the initiators of Aramis will investigate the development of the CO₂ transport facilities to provide access to offshore CO₂ storage. The facilities will include, amongst others, an onshore CO₂ collection hub that is located at the Maasvlakte in the Port of Rotterdam. The CO₂ from potential customers will be transported to the hub via ships (coaster ships and river barges) as well as through onshore pipelines. The onshore CO₂ collection hub will consist of a compressor station and a shipping terminal with temporary storage facilities for the liquid CO₂ arriving by ship. An offshore pipeline will transport the CO₂ from the collection hub to the offshore platforms, where the CO₂ will be injected into depleted offshore gas fields 3-4 km below the seabed.

Collaboration between projects is crucial to drive the energy transition. Therefore, the project also aims to create synergies between Porthos and Athos, existing offshore CCS projects in the Netherlands targeting local industrial clusters. These synergies will enable the Aramis project to realize infrastructure that can serve more industrial clusters to support their transition towards sustainable production processes.

Throughout the various phases of the project, Aramis’ aim is to communicate transparently and timely. Information will be made easily accessible, and engagements with all stakeholders frequent, to ensure interests and concerns are addressed. 

TotalEnergies wins the City of Antwerp public tender for the installation and operatorship of new electric vehicle (EV) charge points

On September 1, 2021, TotalEnergies announced that the City of Antwerp awarded the extension and development of its public EV charging network to TotalEnergies. As part of this exclusive contract, the largest to date awarded in the country, TotalEnergies will expand the existing network of the city of Antwerp by installing new EV charge points by 2024, including high-power charge points.

Awarded until 2034 for standard charging points (22 kW) and until 2038 for high-power charge points, the contract covers the supply, the installation, the technical and commercial operation of the public charging network. The entire electricity needs of this network will be covered by green electricity produced by TotalEnergies, notably from offshore wind farms, allowing Antwerp’s EV users to benefit from a 100% renewable electricity charge for their vehicles.

This new contract strengthens TotalEnergies' position as a key player in electric mobility in Europe, in line with its ambition to operate more than 150,000 EV charge points by 2025. As the operator of the public network Charge.Brussels and of medium & high-power charge points at its service stations, TotalEnergies is already a recognized player in electric mobility in Belgium. With Antwerp, TotalEnergies is pursuing its development in the world's major cities, with a large portfolio of charge points currently in operation or in the process of being installed: Amsterdam and its region (22,000), Paris (2,300), London (1,700) and Singapore (1,500).

TotalEnergies to introduce a 100% renewable fuel at the 24 Hours of Le Mans and at the FIA World Endurance Championship (WEC)

On August 20, 2021, TotalEnergies announced that it is developing a 100% renewable fuel for motorsport competition, to be introduced starting from next season at the FIA World Endurance Championship (WEC), including the 24 Hours of Le Mans 2022, and at the European Le Mans Series (ELMS).

This 100% renewable fuel to be offered by TotalEnergies will be produced on a bioethanol basis*, made from wine residues from the French agricultural industry, and from ETBE produced at TotalEnergies' Feyzin refinery near Lyon (France) from feedstock also sourced from by the circular economy. This fuel should allow an immediate reduction of at least 65% of the racing cars’ CO2 emissions.

* This bioethanol or advanced ethanol is an agricultural by-product. It is made from residues from the wine industry, such as wine lees and grape pomace. Following several steps (industrial fermentation, distillation then dehydration), this base is then blended with ETBE (Ethyl Tertio Butyl Ether), itself a byproduct made from ethanol, and with several performance additives issued from the Excellium technology developed by TotalEnergies.

Brazil: TotalEnergies launches Phase 4 on the giant Mero Field development

On August 3, 2021, TotalEnergies announced that it and its partners have taken the investment decision for the fourth phase of the Mero project (Libra block), located deep offshore, 180 kilometers off the coast of Rio de Janeiro, in the prolific pre-salt area of the Santos Basin.

The Mero 4 Floating Production Storage and Offloading (FPSO) unit is expected to have a liquid treatment capacity of 180,000 barrels per day and is expected to start up by 2025. It follows investment decisions for Mero 1 (startup expected in 2022), Mero 2 (startup expected in 2023) and Mero 3 (startup expected in 2024) FPSOs. All of them are expected to have a liquid processing capacity of 180,000 barrels per day.

The Mero field has been in pre-production since 2017 with the 50,000-barrel-per-day Pioneiro de Libra FPSO. The Libra Consortium is operated by Petrobras (40%) as part of an international partnership including TotalEnergies (20%), Shell Brasil (20%), CNOOC Limited (10%) and CNPC (10%). Pre-Sal Petróleo (PPSA) manages the Libra Production Sharing Contract.

FORWARD-LOOKING STATEMENTS

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

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, notably with respect to the financial condition, results of operations, business activities and industrial strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of the Group, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by the Group as of the date of this document.

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

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

For additional factors, you should read the information 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.

EX-99.3

Exhibit 99.3

CAPITALIZATION AND INDEBTEDNESS OF TOTALENERGIES

(unaudited)

The following table sets out the unaudited consolidated capitalization and long-term indebtedness, as well as short-term indebtedness, of TotalEnergies SE and all of its direct and indirect consolidated companies located in or outside of France (collectively, “TotalEnergies”) as of September 30, 2021, prepared on the basis of IFRS. Currency amounts are expressed in U.S. dollars (“dollars” or “$”) or in euros (“euros” or “€”).

	At September 30, 2021
	(in millions of dollars)
Current financial debt, including current portion of non-current financial debt
Current portion of non-current financial debt	6,544
Current financial debt	9,927
Current portion of financial instruments for interest rate swaps liabilities	428
Other current financial instruments — liabilities	76
Financial liabilities directly associated with assets held for sale	—
Total current financial debt	16,975
Non-current financial debt	50,810
Non-controlling interests	3,211
Shareholders’ equity
Common shares	8,224
Paid-in surplus and retained earnings	113,795
Currency translation adjustment	(11,995)
Treasury shares	(8)
Total shareholders’ equity — TotalEnergies share	110,016
Total capitalization and non-current indebtedness	164,037

As of September 30, 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 173,410 treasury shares from shareholders’ equity).

As of September 30, 2021, approximately $7,534 million of TotalEnergies’ non-current financial debt was secured and $43,276 million was unsecured, and all of TotalEnergies’ current financial debt of $9,927 million was unsecured. As of September 30, 2021, TotalEnergies had no outstanding guarantees from third parties relating to its consolidated indebtedness.

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 September 30, 2021.