United States securities and exchange commission logo
September 21, 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
Response dated
September 8, 2023
File No. 001-10888
Dear Jean-Pierre Sbraire:
We have reviewed your September 8, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
August 11, 2023 letter.
Form 20-F for Fiscal Year Ended December 31, 2022
Item 5. Operating and Financial Review and Prospects, page 2
1. We have considered your
proposed reconciliation of Adjusted net operating income in
response to prior
comment 1 and note that i) the reconciliation does not start with the most
directly comparable
IFRS measure identified in your response letter dated July 13, 2023,
as Net income, and ii)
your proposed reconciliation appears to result in the presentation of
an income statement of
non-GAAP measures. As such, it appears that further revision of
this reconciliation is
necessary. Refer to Questions 102.10(a) through 102.10(c) of the
Non-GAAP Financial
Measures Compliance & Disclosure Interpretations.
Jean-Pierre Sbraire
TotalEnergies SE
September 21, 2023
Page 2
2. We note your proposed reconciliation of Adjusted net income
(TotalEnergies share)
provided in response to prior comment 1 includes an adjustment labeled
Other. Please
revise to include disclosure that provides a clear description of the
material components of
this adjustment. Refer to Question 100.05 of the Non-GAAP Financial
Measures
Compliance & Disclosure Interpretations.
3. We note your proposed reconciliation of Capital Employed (Balance
Sheet) provided in
response to prior comment 1 includes an adjustment labeled Working
capital. Please
clarify for us how this amount is calculated as it does not appear to
be the result of current
assets less current liabilities. If Working capital presented here has
been adjusted
for replacement cost and any other adjustments, it appears that a
revision to this
presentation indicating it is a non-GAAP amount along with appropriate
disclosure is
necessary.
Financial Statements
Notes to the Consolidated Financial Statements
Note 3 Busines segment information, page F-23
4. We note from your response to prior comment 3 that your definition of
Capital employed
includes working capital at replacement cost and that you will include
tabular disclosure
of Capital Employed (Balance sheet) and Capital Employed (Business
segment
information). Considering comment 3 above, your proposed disclosures
appear to be non-
GAAP measures. However, Item 10(e)(1)(ii)(C) of Regulation S-K
indicates that a
registrant must not present non-GAAP financial measures on the face of
the registrant's
financial statements prepared in accordance with GAAP or in the
accompanying notes.
Therefore, please revise your segment disclosures as necessary or tell
us why a revision is
not necessary.
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
September 21, 2023 Page 2 Office of
Energy & Transportation
FirstName LastName