United States securities and exchange commission logo
June 16, 2023
Jean-Pierre Sbraire
Chief Financial Officer
TotalEnergies SE
2, place Jean Millier
La Defense 6
92400 Courbevoie
France
Re: TotalEnergies SE
Form 20-F for
Fiscal Year Ended December 31, 2022
Filed March 24,
2023
File No. 001-10888
Dear Jean-Pierre Sbraire:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2022
Item 5. Operating and Financial Review and Prospects, page 2
1. We note your statement
on page (i) that the Annual Report and the Universal Registration
Document 2022 contain
certain measures that are not defined by GAAP. However, we
also note that you have
not specifically identified or labeled each non-GAAP measure
accordingly within this
Item. Where applicable, please revise your presentation to clearly
identify and label each
non-GAAP measure, including any required disclosures, in order
to fully comply with
Item 10(e) of Regulation S-K or tell us why such disclosure is not
required.
2. In addition to the
above, please revise to provide a statement disclosing the reason(s) why
management believes
that the presentation of each non-GAAP measure provides useful
Jean-Pierre Sbraire
FirstName LastNameJean-Pierre Sbraire
TotalEnergies SE
Comapany
June NameTotalEnergies SE
16, 2023
June 16,
Page 2 2023 Page 2
FirstName LastName
information to investors regarding your financial condition and
results of operations and
the additional purposes, if any, for which management uses the
non-GAAP financial
measure. In this regard, we note you include a single statement, which
indicates that
presentation of this information is useful to investors because it
allows investors to
understand the primary method used by management to evaluate
performance on a
meaningful basis. It does not appear that this statement adequately
explains why each
individual non-GAAP measure is considered useful. Refer to Item
10(e)(1)(i)(C) and (D)
of Regulation S-K.
5.2 TotalEnergies results 2020-2022
Cash Flow, page 5
3. We note the reconciliation under this heading begins with the non-GAAP
measure labeled
Operating cash flow before working capital changes w/o financial
charges (DACF),
which appears to give undue prominence to this non-GAAP measure.
Please revise this
reconciliation so that it presents the most directly comparable GAAP
measure, cash flow
from operating activities, first and provide the disclosures required
by Item 10(e) of
Regulation S-K. Refer to Question 102.10(b) of the Non-GAAP Financial
Measures
Compliance & Disclosure Interpretations.
5.3 Business segment reporting, page 9
4. We note you present multiple segment performance measures for each
segment here.
Considering comment 6 below, please disclose the single measure of
segment profitability
for each reportable segment as required by IFRS 8, paragraph 23. It
appears that your
presentation of additional segment performance measures could be
considered non-GAAP
financial measures that are subject to the provisions of Item 10(e) of
Regulation S-K.
Refer to Question 104.03 of the Non-GAAP Financial Measures Compliance
& Disclosure Interpretations and revise to provide the disclosures
required by Item 10(e)
of Regulation S-K or tell us why they are not required.
5. We note you discuss the non-GAAP financial measure operating cash
flow before
working capital changes without financial charges (DACF) for each
segment here.
Please revise to provide a reconciliation to the most directly
comparable financial measure
calculated and presented in accordance with GAAP and the disclosures
required by Item
10(e) of Regulation S-K for each segment.
Financial Statements
Notes to the Consolidated Financial Statements
Note 3 Business segment information, page F-23
6. We note that Operating income is identified in this note as a
measure used to evaluate
operating performance. However, we also note your disclosure on
page 9 that you
measure performance at the segment level on the basis of adjusted net
operating income.
Please explain the reasons for presenting multiple segment performance
measures such as,
Jean-Pierre Sbraire
TotalEnergies SE
June 16, 2023
Page 3
operating income, net operating income, adjusted operating income,
adjusted net operating
income, ROACE and adjusted net income here. Please disclose the single
measure of
segment profitability for each reportable segment as required by IFRS
8, paragraph 23,
and revise your disclosures consistent with the guidance in IFRS 8,
paragraph 26. In this
regard, please note that if the chief operating decision maker uses
more than one measure
of an operating segment s profit or loss, the segment s assets or
the segment s liabilities,
the reported measures shall be those that management believes are
determined in
accordance with the measurement principles most consistent with those
used in measuring
the corresponding amounts in the entity s financial statements.
Please revise accordingly.
7. Please revise to include a measure of total assets and liabilities for
each reportable
segment if such amounts are regularly provided to the chief operating
decision maker.
Refer to IFRS 8, paragraph 23. In addition, revise to provide the
related reconciliations in
accordance with IFRS 8, paragraphs 28(c) and 28(d), or tell us why
they are not required.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Raj Rajan, Staff
Accountant, at 202-551-3388 with any questions.
FirstName LastNameJean-Pierre Sbraire Sincerely,
Comapany NameTotalEnergies SE
Division of
Corporation Finance
June 16, 2023 Page 3 Office of Energy
& Transportation
FirstName LastName